Board Charter

ANSTO Board Charter and relationship with management

Structure:

The Board  is established and governed by the provisions of the Australian Nuclear Science and Technology Act 1987.

Functions of the Board:

The functions of the Board are to ensure the proper and efficient performance of the functions of the Organisation and, subject to Ministerial direction, determine the policy of the Organisation with respect to any matter. In performing its functions, the Board shall have regard to the current policies of the Commonwealth Government in relation to matters within the functions of the Organisation.

Ministerial Direction

Where the Minister is satisfied that it is desirable to do so, the Minister may, by notice in writing to the Chairperson, give directions to the Board with respect to the performance of the functions, or the exercise of the powers, of the organisation. The Board shall ensure that any such directions given to it by the Minister are complied with.

Responsibilities and duties of the Board

1. Select, appoint and, if necessary, remove the Executive Director.
2.  Establish the strategic direction of the Organisation including directing and approving the strategic plan and monitoring its implementation by management.
3. Determine and approve the major policies of the Organisation.
4. Oversee the operations of the Organisation and ensure that appropriate systems and processes are in place, which ensure that the Organisation operates in a safe, responsible and ethical manner compliant with all regulatory requirements and community standards.
5. Ensure that effective audit, risk management and compliance systems are in place.
6. Ensure that proper governance practices (including appropriate standards of ethical behaviour, corporate governance and social responsibility) are adhered to at all times.
7. Approve the operating budget and annual operating plan of the Organisation.
8. Approve major capital expenditure greater than $5M and monitor all capital expenditure, and approve other financial commitments including leases with a present value greater than ($5m).
9. Delegate to the Executive Director the management function of the Organisation and the responsibility to keep the Minister informed about the day-to-day affairs of the Organisation.
10. Conduct performance evaluations of the Executive Director and determine the remuneration of the Executive Director.
11. Approve the recommendations of the Executive Director on matters concerning the appointment, performance evaluation and removal of the senior executives of the Organisation who report to the Executive Director.
12. Approve an Annual Report to the Minister, and significant reports to the Government from the Organisation.
13. Perform such other functions as are prescribed by law.

Committees of the Board

From time to time the Board shall establish such committees of the Board as it deems appropriate to enable it to perform its role effectively, including but not limited to an Audit Committee, a Remuneration Committee and a Technical Advisory Committee. The Board shall determine the Charters of such committees.

Subsidiary boards

The ANSTO Board has the power to appoint and remove directors of subsidiary organisations of the parent Organisation subject to Ministerial approval.

Management responsibility

1. The Executive Director, assisted by the senior management group, manages the Organisation in accordance with the directions from and policies agreed by the Board.
2. The Executive Director is the holder of all licences and permits from regulatory agencies.
3. The Executive Director is a member of the Board and senior management group members may be invited to attend all or part of Board meetings at the invitation of the Board.
4. The Executive Director selects and appoints the employees of the Organisation subject to the right of veto for senior management appointments held by the Board.
5. The Executive Director may delegate responsibilities and authorities to appropriately qualified and experienced ANSTO officers.
6. The Executive Director may appoint an officer to act in the role of Executive Director for short periods of absence of the Executive Director but the Acting Executive Director cannot delegate this power.

Communication protocol for the Board and management

1. The Executive Director and the senior management shall ensure that the Board is provided with all necessary information in their possession to enable the Board to fulfil its governance responsibilities.
2. The Board shall ensure that management is provided with all necessary information in its possession to enable management to fulfil its management responsibilities.
3. Both the Board and management shall ensure that their communications are open, honest, accurate and complete.