Executive Team Terms of Reference

Purpose

The ET’s role is to determine matters, or make recommendations to the Chief Executive (CE) and through the CE to the Board, regarding the direction and operations of CSIRO.

The members of the ET, individually and as a committee, support the CE to lead, direct, coordinate and control the operations and performance of CSIRO.

The CE and ET members govern CSIRO in accordance with the policies, strategy and plans approved by the Board and the Board Directions to the CE.

The ET committee does not possess any delegation or decision-making authority either from the CE or the Board (except in the individual member’s capacities). However, as CSIRO’s most senior management body and therefore plays a critical role in how the organisation makes enterprise-wide decisions and monitors and manages the execution of strategy.

Specific responsibilities

In fulfilling its role, the ET will provide guidance in four major areas (with non-exhaustive examples given below each heading):

Direction

Endorse and recommend to the Board for approval, through the CE, the:

• CSIRO Corporate Plan (including CSIRO Strategy)
• CSIRO Financial Plan and annual budgets
• CSIRO Capital Plan (incorporating Scientific Equipment, IT Systems and Equipment and Property)
• CSIRO policies and related changes
• Annual Audit and Risk Plans
• Annual Science and Operational Plans
• Organisational Risk Profile.

Promote effective and routine communication within CSIRO on the governance requirements, accountabilities, and responsibilities that support strategic decision-making

Development

Make recommendations to the CE regarding the development of CSIRO’s capabilities, people and infrastructure, to ensure CSIRO continues to maintain its reputation for scientific excellence and capacity to respond to national challenges and opportunities as well as attract, develop and retain the best people.

Assurance

Make recommendations to the CE regarding CSIRO's governance and assurance arrangements, including a framework for ensuring compliance with the law, government policy and organisational policies, standards and procedures, the integrity of internal controls, financial practices and reporting systems, and appropriate and effective risk management systems and practices.

Apply findings and agreed recommendations of advisory, evaluation and assurance mechanisms to improve operations of CSIRO.

Performance

Monitor and govern:

• CSIRO's overall performance including the delivery of CSIRO’s strategy and corporate plan, key performance indicators, development of cross-organisational research capacity and capability and HSE performance; and
• CSIRO's financial position and performance.

Recommend to the Board for approval, through the CE, the CSIRO Annual Report and financial statements.

Composition

The CE appoints members of the ET and chairs and members of the formal sub-committees of the ET.

The current membership of the ET is:

• Chief Executive (Chair) 
• Executive Director, Digital, National Facilities and Collections
• Chief Operating Officer
• Executive Director, People
• Executive Director, Future Industries
• Executive Director, Environment Energy and Resources
• Executive Director, Growth
• Chief Scientist.

Operations

Committees

To support the work of the ET, the CE may establish committees and determine their terms of reference, membership and chairs.

Where cross-organisational coordination or significant financial or risk thresholds are involved, certain matters are assigned to a committee to collate, analyse and recommend to the ET and/or the CE. There are two types of committees:

• Governance committees - more permanent, formal charter and membership, defined relationship to ET, authority from CE, integrated into processes.
• Management committees - more specific purpose, consultative rather than advisory, may report to ET, may report to an ET member.

The governance committees are the formal, standing committees of the ET.

ET membership induction

Newly appointed ET members undergo a formal induction process to ensure they are aware of their responsibilities.

Confidentiality

Papers that contain sensitive matters will be marked confidential. Other papers may be made available to relevant staff on a need to know basis.

Performance Review

At least once a year, the ET will meet to discuss and document its prior year performance, and then report its self-assessment to the Board.

Administration

Support for ET is provided by the Chief of Staff who organises ET meetings and provides secretariat support.

The Director, Governance will review these terms of reference annually.

Meetings and related processes

• The CE convenes meetings.
• The number, location and dates of meetings will be determined in advance and published annually.
• Other meetings may occur to address specific issues, such as strategy development.
• Meetings may be conducted by video conference, telephone, email, or any other method decided by the CE.
• CE will develop a Forward Planner, with assistance of the ET, to support the timely preparation of papers and reports and the business of the ET.

Meeting papers

• Secretariat will prepare and circulate in advance of each meeting a formal agenda, together with copies of papers relevant to the business of the meeting.
• Sponsors are responsible for papers arriving on time and in the agreed format.
• The author of the paper is responsible for quality control of papers (ensuring papers achieve their purpose).
• Papers will be brief and succinct; describe the anticipated impact on CSIRO, and its stakeholders; and enable the ET to provide advice or make decisions on a sufficiently informed basis.
• The purpose must succinctly state what the paper is about and action required (decision, discussion, noting). See the template for more details.
• The length of ET papers will be for information (2 pages), decision (5 pages), major strategic issue (10 pages)

Minutes and report to ET

• Secretariat will maintain a formal record of the meeting in a form agreed by the CE.
• Secretariat will distribute a confirmed copy of the minutes to ET members.
• ET Committee Chairs will provide a summary of issues and actions of each Committee meeting to the ET meeting (where possible immediately following the Committee meeting).

Out of session papers and circular resolution

• Authors must discuss proposed out-of-session papers with the Secretariat and the CE.
• If an out-of-session paper is circulated for comment or approval, a non-response by an ET member within the stated timeframe will be taken as no comment / endorsement of the recommended action.

Records

The Secretariat will maintain records of the business of the ET, including meeting papers and minutes, in the CSIRO Records Management System, in accordance with CSIRO recordkeeping procedures.

Purpose

The ET’s role is to determine matters, or make recommendations to the Chief Executive (CE) and through the CE to the Board, regarding the direction and operations of CSIRO.

The members of the ET, individually and as a committee, support the CE to lead, direct, coordinate and control the operations and performance of CSIRO.

The CE and ET members govern CSIRO in accordance with the policies, strategy and plans approved by the Board and the Board Directions to the CE.

The ET committee does not possess any delegation or decision-making authority either from the CE or the Board (except in the individual member’s capacities). However, as CSIRO’s most senior management body and therefore plays a critical role in how the organisation makes enterprise-wide decisions and monitors and manages the execution of strategy.

Specific responsibilities

In fulfilling its role, the ET will provide guidance in four major areas (with non-exhaustive examples given below each heading):

Direction

Endorse and recommend to the Board for approval, through the CE, the:

• CSIRO Corporate Plan (including CSIRO Strategy)
• CSIRO Financial Plan and annual budgets
• CSIRO Capital Plan (incorporating Scientific Equipment, IT Systems and Equipment and Property)
• CSIRO policies and related changes
• Annual Audit and Risk Plans
• Annual Science and Operational Plans
• Organisational Risk Profile.

Promote effective and routine communication within CSIRO on the governance requirements, accountabilities, and responsibilities that support strategic decision-making

Development

Make recommendations to the CE regarding the development of CSIRO’s capabilities, people and infrastructure, to ensure CSIRO continues to maintain its reputation for scientific excellence and capacity to respond to national challenges and opportunities as well as attract, develop and retain the best people.

Assurance

Make recommendations to the CE regarding CSIRO's governance and assurance arrangements, including a framework for ensuring compliance with the law, government policy and organisational policies, standards and procedures, the integrity of internal controls, financial practices and reporting systems, and appropriate and effective risk management systems and practices.

Apply findings and agreed recommendations of advisory, evaluation and assurance mechanisms to improve operations of CSIRO.

Performance

Monitor and govern:

• CSIRO's overall performance including the delivery of CSIRO’s strategy and corporate plan, key performance indicators, development of cross-organisational research capacity and capability and HSE performance; and
• CSIRO's financial position and performance.

Recommend to the Board for approval, through the CE, the CSIRO Annual Report and financial statements.

Composition

The CE appoints members of the ET and chairs and members of the formal sub-committees of the ET.

The current membership of the ET is:

• Chief Executive (Chair) 
• Executive Director, Digital, National Facilities and Collections
• Chief Operating Officer
• Executive Director, People
• Executive Director, Future Industries
• Executive Director, Environment Energy and Resources
• Executive Director, Growth
• Chief Scientist.

Operations

Committees

To support the work of the ET, the CE may establish committees and determine their terms of reference, membership and chairs.

Where cross-organisational coordination or significant financial or risk thresholds are involved, certain matters are assigned to a committee to collate, analyse and recommend to the ET and/or the CE. There are two types of committees:

• Governance committees - more permanent, formal charter and membership, defined relationship to ET, authority from CE, integrated into processes.
• Management committees - more specific purpose, consultative rather than advisory, may report to ET, may report to an ET member.

The governance committees are the formal, standing committees of the ET.

ET membership induction

Newly appointed ET members undergo a formal induction process to ensure they are aware of their responsibilities.

Confidentiality

Papers that contain sensitive matters will be marked confidential. Other papers may be made available to relevant staff on a need to know basis.

Performance Review

At least once a year, the ET will meet to discuss and document its prior year performance, and then report its self-assessment to the Board.

Administration

Support for ET is provided by the Chief of Staff who organises ET meetings and provides secretariat support.

The Director, Governance will review these terms of reference annually.

Meetings and related processes

• The CE convenes meetings.
• The number, location and dates of meetings will be determined in advance and published annually.
• Other meetings may occur to address specific issues, such as strategy development.
• Meetings may be conducted by video conference, telephone, email, or any other method decided by the CE.
• CE will develop a Forward Planner, with assistance of the ET, to support the timely preparation of papers and reports and the business of the ET.

Meeting papers

• Secretariat will prepare and circulate in advance of each meeting a formal agenda, together with copies of papers relevant to the business of the meeting.
• Sponsors are responsible for papers arriving on time and in the agreed format.
• The author of the paper is responsible for quality control of papers (ensuring papers achieve their purpose).
• Papers will be brief and succinct; describe the anticipated impact on CSIRO, and its stakeholders; and enable the ET to provide advice or make decisions on a sufficiently informed basis.
• The purpose must succinctly state what the paper is about and action required (decision, discussion, noting). See the template for more details.
• The length of ET papers will be for information (2 pages), decision (5 pages), major strategic issue (10 pages)

Minutes and report to ET

• Secretariat will maintain a formal record of the meeting in a form agreed by the CE.
• Secretariat will distribute a confirmed copy of the minutes to ET members.
• ET Committee Chairs will provide a summary of issues and actions of each Committee meeting to the ET meeting (where possible immediately following the Committee meeting).

Out of session papers and circular resolution

• Authors must discuss proposed out-of-session papers with the Secretariat and the CE.
• If an out-of-session paper is circulated for comment or approval, a non-response by an ET member within the stated timeframe will be taken as no comment / endorsement of the recommended action.

Records

The Secretariat will maintain records of the business of the ET, including meeting papers and minutes, in the CSIRO Records Management System, in accordance with CSIRO recordkeeping procedures.