Board operations
Board Audit and Risk Committee
The Board Audit and Risk Committee (ARC) advises and assists the Board in financial governance, financial performance, audit, annual reporting, compliance and all aspects of risk management. The ARC undertakes a quarterly assessment of the performance of the investment portfolio against Board guidelines and limits. It also maintains regular oversight of the AML/CTF compliance program, the application of CEFC Investment Policies and the risk management function.
In the 2021–22 year, the ARC considered and reviewed a range of matters, reflecting the breadth of CEFC investment and operational activities. Key areas included:
|
Risk-related matters |
Governance-related matters |
Operational-related matters |
|---|---|---|
|
Risk Management Framework Risk Appetite Statement Cyber security risk Enterprise-wide risk reports Specific sector and finance-type risk guidelines |
CEFC Investment Policies AML/CTF program internal review Modern Slavery Statement |
Payment times reports Financial budgets and regular management financial reports Insurance renewals Response to Covid-19 pandemic Resolution of ANAO Performance Audit action items Internal audit reporting and related actions Review of relevant assets and industry-related matters |
Board People and Culture Committee
The Board People and Culture Committee (PCC) advises and assists the Board in establishing people, culture and compensation strategies, policies and initiatives for the CEFC. This includes setting, monitoring and evaluating achievement against the annual corporate key performance indicators (KPIs), setting the KPIs of the CEO, and considering executive remuneration decisions.
During 2021–22 management worked closely with the PCC to review and redesign the CEFC remuneration strategy to better align with market practices, while considering the expectations of our stakeholders and employees. Refer to Appendix G. The PCC also reviewed the talent management strategy, provided oversight of the 2021–22 variable compensation plan and undertook an analysis of gender diversity and pay equity.
Charters for the Board and its committees are available on the CEFC website:
Committee membership
All CEFC Board members are non-executive members. Board members, with the exception of the Board Chair, serve on one or more of the Board Committees. Committee meetings are open to all Board members, with only Committee Members having voting rights.
|
Board Member |
Audit and Risk Committee |
People and Culture Committee |
|---|---|---|
|
Leeanne Bond |
|
Member |
|
Philip Coffey |
Member: until May 2022 |
|
|
Matthew Howell |
|
Member: from May 2022 |
|
David Jones AM |
Member: from May 2022 |
|
|
Laura Reed |
Chair: until May 2022 |
|
|
Andrea Slattery |
Member: from May 2022 |
Member |
|
Samantha Tough |
|
Chair |
|
Nicola Wakefield Evans |
Member: until May 2022 Chair: from May 2022 |
|
Board meeting attendance
During the year, the CEFC Board held nine meetings, the Audit and Risk Committee held five meetings and the People and Culture committee held six meetings.
|
|
Board |
Audit and Risk |
People and Culture Committee |
|||
|
|
Attended |
Eligible to attend |
Attended |
Eligible to attend |
Attended |
Eligible to attend |
|
Steven Skala AO |
9 |
9 |
5 |
5* |
6 |
6* |
|
Leeanne Bond |
9 |
9 |
3 |
5* |
6 |
6 |
|
Philip Coffey |
8 |
8 |
5 |
5 |
3 |
4* |
|
Matthew Howell |
1 |
1 |
0 |
0* |
2 |
2 |
|
David Jones AM |
2 |
2 |
1 |
1 |
1 |
2* |
|
Laura Reed |
6 |
7 |
4 |
4 |
2 |
4* |
|
Andrea Slattery |
9 |
9 |
3^ |
5*^ |
6 |
6 |
|
Samantha Tough |
9 |
9 |
0 |
5* |
6 |
6 |
|
Nicola Wakefield Evans |
9 |
9 |
5 |
5 |
0 |
6* |
* Represents non-committee members, whose attendance is optional.
^ Includes one meeting as committee member (the remainder as non-committee member).
Board remuneration and allowances
Under the CEFC Act and the Remuneration Tribunal Act 1973, remuneration and travel allowances for Board members are independently determined by the Australian Government Remuneration Tribunal.
| Determinations: Remuneration and Allowances | Date of effect | Ceased | Notes |
|---|---|---|---|
| Remuneration Tribunal (Remuneration and Allowances for Holders of Part-time Public Office) Determination 2021 (as amended from time to time) | 1 July 2021 | In effect during the period | No change to Board to member remuneration during the period |
| Remuneration Tribunal (Official Travel) Determination 2019 (as amended from time to time) | 25 August 2019 | In effect during the period |
Under the Determinations: Remuneration and Allowances, Board members received an annual fee (rather than per day or by meeting). Superannuation is payable in addition to these amounts at the rate of 10 per cent in accordance with the Superannuation Guarantee Charge Act 1992. Actual amounts paid to Board members during the reporting period are disclosed in Note 5.2 in the Financial Statements. Non-executive Board members who are members of the Audit and Risk Committee and/or the People and Culture Committee do not receive additional remuneration for their membership of these Committees.
| Office | Annual remuneration |
|---|---|
| Chair | $110,860 |
| Board member | $55,430 |
Travel and expense reimbursement
Board members, the Executive and staff are indemnified and reimbursed for reasonable travel and work-related expenses incurred in the performance of their duties, based on verified claims and in accordance with relevant CEFC policies and Remuneration Tribunal determinations for Board Members.
Related entity transactions
The CEFC considers matters regarding potential conflicts and related entity transactions in accordance with the CEFC Act and the PGPA Act. The CEFC has policies and procedures in place to manage these matters. This includes the requirement that the Board, Executive, staff and consultants declare material personal interests that relate to the affairs of the CEFC. The Board, Executive and staff must comply with a personal trading policy which prohibits trading in entities with which the CEFC may be doing business and/or holding material non-public price sensitive information. Declarations of any new material personal interests are a standing agenda item at each Board, Executive Risk Committee, Joint and Executive Investment Committee meeting.
The Audit and Risk Committee reviews all related entity transactions disclosed in accordance with the relevant accounting standards at Note 5.3 within the Financial Statements.
Indemnities and insurance premiums
The CEFC has provided certain indemnities and insurances to “officers” of the CEFC, including Board members and senior managers.
| Indemnity/insurance | Officers covered | Coverage period | Premium/fees |
|---|---|---|---|
| Comcover Insurance for Directors’ and Officers’ Liability | All Board members and Officers | 1 July 2021 to 30 June 2022 | $14,857 |
| Deed of Access, Indemnity and Insurance | All Board members, the CEFC Executive and staff appointed by the CEFC to an external board | Date of execution until seven years after ceasing to be either a Director or Officer of the CEFC, or appointed by the CEFC to an external board | Nil: indemnity only |
| Comcare Workers’ Compensation Insurance | All Board members and Officers | 1 July 2021 to 30 June 2022 | $44,489 |
| Indemnification for reasonable travel and expenses | All Directors, Officers and staff | Ongoing | Nil: indemnity only |
Comcover and Comcare insurance
Insurances provided by Comcover and Comcare have general application that includes Board members, the Executive and staff as per the ordinary insurances required of Commonwealth entities.