Governance

Board Structure

The Board is compromised of a maximum of nine directors. No fees are paid for serving as a Director.  The current Board of Directors include:

Chairman:

Ms Heather Campbell, Australian Risk Manager, Ridley Agri Products

Deputy Chairman:

Mr Peter Brown, Chief Executive Officer Fifteen Foundation

Directors:

Mr Barry Jackson, Former Principal, Rolling Hills Primary School

Mr Alan Mayberry, Publications Consultant

Mr Joseph Corponi, Former Director Corporate Services, Museum Victoria

Mr Ron Temminghoff, Sustainability Business Consultant

Ms Jennifer Steinickie, Divisional Director, Corporate Resources, Royal Botanic Gardens Melbourne

Mr Terry Cuddy, Director Markstone Group (resigned 5/12/2007)

Board Responsibilities

The Board ensures that the organisation maintains the highest level of corporate ethics.  It has adopted a formal charter and has a responsibility to:

• Set the strategic direction;
• Approve and monitor the annual budget;
• Appoint and evaluate the performance of the Chief Executive Officer;
• Appoint Board sub-committees; and
• Ensure compliance with laws and policies.

Governance Process

Planning and Control

The Gould Group has developed, and now put in place, a four year Strategic Plan, annual action plans and detailed budgets. These have been approved by the Board and will be regularly monitored by the Board and its Committees.

Performance Indicators

Management and the Board monitor the organisation’s performance. With the establishment of key planning and control documents, a number of performance indicators are being developed for implementation, which will include performance targets and indicators against financial budgets and plans.

Risk Management

The Board, its Audit and Risk Committee and Management Team are responsible for identifying, measuring and assessing business, legal, financial and other risks and activities of the Gould Group. In particular, the Audit and Risk Committee and the Board consider all significant risks, their implications and strategies, as well as overseeing the financial affairs of the organisation.

Board Committees

The Board has established a number of committees to assist in carrying out its responsibilities. Each committee has Terms of Reference and the Board conducts an annual review of these committees and their effectiveness. These committees comprise of Board members and other invited individuals who can offer specialist expertise.

Audit and Risk Committee

The Audit and Risk Committee members are: Mr Joseph Corponi (Chairman), Ms Michelle Derkin and Ms Liza Maimone. This Committee’s responsibilities include:

• Assisting the Board by providing an independent and objective review of the financial reporting and financial management processes, internal controls, audit function, risk management, and general compliance by providing an independent view;
• Evaluating the effectiveness of all internal financial controls;
• Strengthening the quality of the organization’s financial reporting;
• Providing a forum for continuous review of the internal controls, including risk assessment;
• Improving communication between the Board, management and the auditors, resulting in a more effective audit process; and
• Providing, through regular meetings, a forum for communication between the Board, senior financial management and external auditors. 

Executive

The Executive Committee members are: Ms Heather Campbell, Mr Peter Brown and Mr Alan Mayberry. This Committee’s responsibilities include:

• Attending to matters delegated to it by the Board from time to time;
• Where necessary, make decisions on behalf of the Board to be ratified by the Board at its next meeting;
• Assisting in preparation of strategic planning for the CEO and Board.

Governance and Performance

The Governance and Performance Committee members are: Ms Jennifer Steinickie (Chairman), Mr Dean Courtney, Mr Chris Hartley and Ms Lisa Miller. This Committee’s responsibilities include:

• Ensuring that the organization has in place ethical standards and corporate governance policies and practices;
• Annual review of the Board’s performance including annual performance reviews;
• The professional recruitment of the organization’s CEO and the terms and conditions under which the CEO is appointed; and
• Performance appraisal of the CEO, including review of the terms of the contract.