CQUniversity Annual Report - Central Queensland University

CQUniversity ANNUAL REPORT 201257GOVERNANCEThe CMS governance structure is modeled on the corporategovernance guidelines for a government-owned corporation (GOC).The CMS Constitution sets out the fundamental and entrenchedrules governing the conduct of the Company including those mattersrequiring the prior approval of the Shareholder.CMS is governed by a Board of Directors who approve the strategicdirection and operations of the Company in accordance with soundcorporate governance protocols. The CMS Board Charter sets out theoverarching function, purpose, duties and responsibilities of the CMSBoard of Directors to facilitate Board and management accountabilityfor CMS’s performance and strategic direction. The CMS Board Charterdefines the primary responsibility of the CMS Board of Directors to beto govern and manage the business of CMS and ensure the profi tableoperation of CMS on a sustainable basis.BOARD OF DIRECTORSThe size and composition of the Board is determined by theShareholder having regard to the skills and expertise required toadvance the interests of the Company.Currently, the CMS Board consists of five Directors, two of whomare independent. All Directors serve a three-year term and the threeDirectors who are CQUniversity Council members only remain a memberof the CMS Board whilst still a Council Member. All Directors haveextensive experience within the Australian higher education sector.The CMS Board of Directors comprises:CHAIRProfessor Scott Bowman, TDCR, DCR, HDCR CollRadiog, FAETCCity&Guilds, MArts GuildHall, MBusAdmin USC, PhD OpenUK, FAIMBOARD MEMBERSEmeritus Professor Anthony Blake AM, MSc, BEd Melbourne, PhDPurdue, Hon DUniv UTSMr Rennie Fritschy, BEng(Chem) Sydney, BEc WAust, FIEAust, FAICDMs Lindy Hyam, DipTeach Sydney, BEd Sydney, MBA UTS, FAICDMr Charles Ware, BA, LLB(Hons) Qld, MBus(PubMgt), LLM, QUT, FAICDALTERNATE DIRECTORMr Alastair Dawson, BA DDIAE, MBA CQU, MAICD, FAIMCOMMITTEES OF THE CMS BOARDThe CMS Board has established two Committees whicheach have Charters outlining their objectives, roles andresponsibilities. Committee Members comprise the full Boardof Directors.AUDIT RISK AND LEGAL COMPLIANCECOMMITTEECHAIRMs Lindy Hyam, DipTeach Sydney, BEd Sydney, MBA UTS,FAICDIts role is to monitor, investigate and make recommendationsto the CMS Board of Directors with respect to fi nancial andexternal reporting, related party transactions, external andinternal audit, risk management and quality assurance, ethicsand compliance.HUMAN RESOURCES COMMITTEECHAIRMr Rennie Fritschy, BEng(Chem) Sydney, BEc WAust, FIEAust, FAICDIts role is to monitor, investigate and make recommendations to theCMS Board of Directors with respect to employee and industrialrelations matters, remuneration and incentive policies and practices,workforce planning and human resources policies and practicesincluding occupational health and safety, equal opportunity anddiscrimination.The CMS Board and each of its Committees conduct annualperformance evaluations as well as assessment of the CMS Chairman,individual Directors (self-assessment and peer-assessment), theChief Executive Offi cer, the Chief Financial Offi cer and the CompanySecretary. The CMS Board and Committee Charters are also reviewedannually to ensure best practice and are updated throughout the yearas required.MEETINGSThe CMS Board of Directors meet a minimum of six times per annum.In 2012, the CMS Board met nine times. The Committees of the CMSBoard are required to meet a minimum of four times per year. In 2012,the Audit, Risk and Legal Compliance Committee and the HumanResources Committee each met fi ve times.OUR CORPORATE GOVERNANCECOMPANY SECRETARYMs Debra Witalik, LLB QUT, CSA (Cert)All Directors, excluding the Chairman, are Non-Executive Directors andare paid an annual director’s fee.SENIOR MANAGEMENTEarly 2012 saw a change to the senior management of CMS with thereplacement of the existing Chief Executive Officer and Chief FinancialOfficer with Mr Alastair Dawson undertaking the dual role of CMSChief Executive Officer and CQUniversity Deputy Vice-Chancellor(International and Services) and Mr David Turner performing the dualrole of CMS Chief Financial Officer and CQUniversity Chief FinancialOfficer.