Board Directions to the Chief Executive

Effective 7 January 2025

By a resolution of the Board of the Commonwealth Scientific and Industrial Research Organisation (CSIRO), and pursuant to the Board’s function described in section 12(1)(c) of the Science and Industry Research Act 1949 (SIR Act), the following directions are made to the Chief Executive of CSIRO (the Directions).

The Directions remain in force and effect unless and until amended or revoked by the Board.

Introduction

CSIRO’s functions are set out in section 9 of the SIR Act and inform the purpose and direction of the Organisation.

CSIRO is a corporate Commonwealth entity for the purposes of the Public Governance, Performance and Accountability Act 2013 (PGPA Act) and prescribed rules made under the PGPA Act, including the Public Governance, Performance and Accountability Rule 2014 (collectively, PGPA Rules).

The Directions record the Board’s expectations for how the Chief Executive will work closely and collaboratively with the Board, as joint stewards of CSIRO, to deliver on CSIRO’s statutory purpose under the SIR Act and, in so doing, give effect to the expectations of the Australian Government and the community.

The Directions are intended to address the principal requirements of the SIR Act and the PGPA Act and promote robust internal CSIRO governance and compliance with the SIR Act, the PGPA Act, the PGPA Rules and the Accountable Authority Instructions issued by the Board dated 12 September 2023 (the AAIs).

Whilst the Directions may refer to or touch upon aspects of other legislation or legal requirements, such as the Work Health and Safety Act 2011, they are:

• not exhaustive;
• are without prejudice to; and
• do not supersede or replace any CSIRO policies or procedures, directions or guidance relating to such other legislation or legal requirements.

Principles

The Board and the Chief Executive will work together collaboratively to ensure CSIRO’s people - both officers and affiliates - conduct the activities of the Organisation lawfully, ethically, safely and with integrity.

To that end, the relationship between the Board and the Chief Executive will demonstrate, reflect, be consistent with and promote:

• CSIRO’s values;
• the general duties of officials and accountable authorities in Part 2-2 of the PGPA Act; and
• CSIRO’s Code of Conduct.

Roles of the Board and Chief Executive

Under the SIR Act, the Board is responsible for the proper and efficient performance of the functions of CSIRO and determining the policies of the Organisation with respect to any matter (the Policies).

The Board, as the Accountable Authority of CSIRO, also has a range of duties under the PGPA Act.

The Board has articulated, in more detail, how it will fulfil its functions and duties in the CSIRO Board Charter and Board Governance Document.

The Board works with and through the Chief Executive of CSIRO to ensure that CSIRO fulfils its statutory functions and complies with applicable law.

The Board issued the AAIs to support the Board, the Chief Executive, CSIRO officers and affiliates to meet their respective duties and obligations under the PGPA Act, including those relating to the proper use, performance, management, and reporting of public resources.

Under the SIR Act:

• The Chief Executive must, in conducting the affairs of CSIRO and exercising any powers conferred on the Chief Executive by the SIR Act, act in accordance with the Policies and any valid directions given to the Chief Executive by the Board (including these Directions).
• The Chief Executive manages the Organisation in accordance with the strategy, plans and Policies to achieve the Organisation's objectives.

Board Directions to the Chief Executive

The Board hereby directs the Chief Executive to:

• conduct the affairs of CSIRO so as to ensure that CSIRO advances the statutory functions set out in, and in accordance with the requirements of, the SIR Act, the PGPA Act, the PGPA Rules and other relevant and applicable legislation; and
• assist and support the Board and its committees to fulfil their respective functions and obligations under their relevant Charters, the SIR Act, the PGPA Act, the PGPA Rules and other relevant and applicable legislation with regards to:
  1. Direction, Strategy and Performance
  2. Strategy Implementation
  3. Governance, Risk and Compliance
  4. Resource Allocation and Efficient Use of Commonwealth (Public) Resources
  5. People and Capability
  6. Communication
  7. Personal Duties, and
  8. Delegations and Authorisations.

Direction, Strategy and Performance

The Chief Executive will:

• In consultation with the Board and at least once per reporting period, prepare and submit to the Board, for consideration and approval, a corporate plan (the Corporate Plan). The Corporate Plan shall reflect the Board-approved CSIRO Strategy (CSIRO Strategy), comply with any requirements prescribed by the PGPA Rules and address (amongst other things):
  • the initiatives and science priorities to be pursued by CSIRO to achieve the strategic objectives and deliver on its statutory functions;
  • the overall funding envelope and resources that CSIRO proposes to allocate to the delivery of the strategic objectives; and
  • the performance framework by which the Board can assess and monitor the delivery of the CSIRO Strategy.
• Ensure that, where practicable, CSIRO:
  • provides support to Commonwealth organisations and bodies, as well as industry entities, where such relationships reinforce CSIRO's strategic objectives; and
  • facilitates and supports liaison and co-operation between Australia and other countries in matters connected with scientific research.
• Provide and share with the Board relevant information, insights, suggestions and considerations to support and inform the Board’s development of the CSIRO Strategy.

Strategy Implementation

The Chief Executive will:

• Coordinate and ensure the effective governance, communication and implementation of the approved CSIRO Strategy, Corporate Plan and the Policies.
• Encourage CSIRO leaders to cooperate with others to achieve common objectives, where practicable, and facilitate co-operation with other organisations in the coordination of scientific research, with a view to the prevention of unnecessary overlap.

Governance, Risk and Compliance

The Chief Executive will:

• In consultation with the Board, prepare and submit to the Board, for consideration and approval, the Policies of the Organisation to assist and support the Board to discharge its duties, including under the PGPA Act, to:
  • govern CSIRO as a corporate Commonwealth entity;
  • establish and maintain systems relating to risk and control;
  • encourage cooperation with others; and
  • keep CSIRO’s responsible Minister and the Finance Minister
• Assist and support the Board to establish and maintain:
  • an organisational risk framework that facilitates the identification and management of strategic, operational and external risk, to a level commensurate with the Board’s risk appetite, that is supported by plans and reporting systems to confirm the efficiency and effectiveness of such framework;
  • the systems of internal control directed at ensuring compliance with the PGPA Act, other relevant and applicable laws, Government policies and directives, the AAIs, other Board directions, the Policies, any Instruments of Delegation and/or Authorisation and the CSIRO Code of Conduct; and
  • plans and reporting systems to identify and address any actual or threatened non-
• Provide timely, accurate and reliable information to assist and support the Board to exercise due diligence and care in the discharge of its obligations and duties.
• Ensure that CSIRO, and each of CSIRO's subsidiaries, complies with and gives effect to:
  • any Government policy orders under the PGPA Act;
  • any directions or guidelines given to the CSIRO Board by the Minister; and
  • any relevant directions of the Board to the Chief
• Assist and support the Board to ensure that, as far as practicable, none of CSIRO’s subsidiaries does anything that CSIRO does not itself have power to do.
• Assist and support the Board to ensure that the granting of indemnities, guarantees or warranties by CSIRO, and the obtaining of insurance by CSIRO, is in accordance with the PGPA Act and PGPA Rules and the AAIs.
• Assist and support the Minister by ensuring that information on any CSIRO company or share dealing is provided to the Minister in a timely fashion so as to enable the Minister to cause a notice of the relevant event to be tabled in each House of the Parliament as soon as practicable after the event occurs.
• Keep the Board informed of any material non-compliance by any CSIRO official with the PGPA Act or PGPA Rules, or any other events that might materially adversely affect CSIRO's financial

Resource Allocation and Efficient Use of Commonwealth (Public) Resources

The Chief Executive will:

• Assist and support the Board to:
  • prepare and approve budget estimates for each reporting period and for any other periods directed by the Finance Minister; and
  • once approved by the Board, give the budget estimates to the Finance Secretary in accordance with their written directions (if any).
• Procure and ensure that accounts and records are kept by CSIRO that:
  • properly record and explain CSIRO’s transactions and financial position;
  • comply with any requirements of the PGPA Rules;
  • enable the preparation of the annual financial statements; and
  • allow for such financial statements to be conveniently and properly audited.
• Assist and support the Board to:
  • prepare annual financial statements as soon as practicable after the end of each reporting period;
  • ensure such financial statements comply with the accounting standards and any other requirements prescribed by the PGPA Act Rules and present fairly CSIRO’s financial position, financial performance and cash flows;
  • give those statements to the Auditor-General as soon as practicable after they are prepared; and
  • include a copy of the annual financial statements and the Auditor-General’s report in CSIRO’s annual report.
• Assist and support the Board to ensure that the financial statements of CSIRO and any subsidiary of CSIRO are Such financial statements shall be audited by the Auditor-General unless, in the case of a subsidiary incorporated or formed outside Australia, it is not legally possible or, in the Auditor-General’s opinion, it is impracticable or unreasonable for the Auditor-General to audit the subsidiary financial statements.
• Assist and support the Board to ensure that all banking, borrowing and investment by CSIRO is properly conducted and authorised in accordance with the PGPA Act and PGPA Rules.
• Procure and ensure that CSIRO implements processes to properly record and explain, and measure and assess, the financial and non-financial performance of CSIRO in achieving its statutory purpose.
• Assist and support the Board to:
  • prepare an annual performance statement as soon as practicable after the end of each reporting period, in accordance with the PGPA Act; and
  • include a copy of the annual performance statement in CSIRO’s annual report, together with any other matters required to be included in the annual report under the SIR Act; and
  • make the report available for examination by the Auditor-General, if required.
• Assist and support the Board to ensure the most effective use by CSIRO of Commonwealth resources, including facilities, collections and resources.
• Support the functions of the CSIRO Board Audit and Risk Committee, including resource allocation and provision of information required for such committee to function effectively.

People and Capability

The Chief Executive will:

• Ensure that CSIRO's organisational capability:

• embodies a positive risk culture and seeks to deliver outcomes in line with risk appetite;
• delivers scientific research that assists the Australian industry, furthers the interests of the Australian community, contributes towards the achievement of Australian national objectives or the performance of the national and international responsibilities of the Commonwealth, contributes to giving effect to Australia’s obligations under the Paris Agreement, or for any other purpose determined by the Minister;
• supports CSIRO’s international engagement, operations and collaboration where there is a higher potential impact value return to Australia than available domestically; and
• is maintained and enhanced through programs that attract and cultivate diverse and world- class staff, retain the right people, and plan for succession.
  • Ensure a cohesive, healthy and safe working environment:
• which is free from hazards and risks arising from work so far as is reasonably practicable;
• in which teamwork, inclusion, trust, creativity and innovation flourish; and
  • in which staff are treated with equity and respect, act with integrity, honesty and openness, and may contribute effectively to the achievement of CSIRO's purpose and objectives.
  • Ensure staff consultation, as contemplated by and in accordance with the CSIRO Enterprise Agreement (from time to time) and other applicable laws, including (where appropriate) through the Consultative Council.
  • Establish appropriate mechanisms and processes to pay, compensate, reward or otherwise recognise officers and other persons in respect of work performed for or on behalf of the
  • Consult with the Board in respect of the development, maintenance and implementation of appropriate policies, frameworks, processes and mechanisms for:
• selection of people to fill Executive positions in the Organisation and the positions of Corporate Secretary and Internal Audit Manager;
• succession planning for Executive positions and the positions of Corporate Secretary and Internal Audit Manager;
• termination of Executive positions and the positions of Corporate Secretary and Internal Audit Manager; and
• proposed cessation arrangements and entitlements for Executive positions and the positions of Corporate Secretary and Internal Audit Manager.

In engaging in consultation regarding the implementation of the policies, frameworks, processes and mechanisms described above in respect of individual positions, it is acknowledged that:

• the requirements of relevant and applicable CSIRO policies and procedures shall be observed, including the CSIRO Recruitment Procedure (which, in turn, is underpinned by the merit principle);
• under section 32 (Part VI - Staff) of the SIR Act, the Chief Executive holds the decision-making authority for appointment of officers to the Organisation and the terms and conditions of service of such officers;
• the Chief Executive shall be free to exercise such decision-making authority independently and without direction, bias, fetter or inappropriate influence;
• the Board does not have the authority or power under the SIR Act to direct, approve or veto any exercise of the Chief Executive’s section 32 decision-making authority; and
• all consultation submissions, feedback and comments shall be provided in
  • Promote CSIRO's Values and the CSIRO Code of Conduct and provide guidance to CSIRO officers and affiliates in connection with engaging in public debate (including through the Public Comment Procedure).
  • Provide appropriate resourcing to support the effective operations and administration of the Board and its committees to carry out their duties and obligations (including compliance with legislative requirements and audit processes).

Communications

The Chief Executive will:

• Facilitate and provide timely information and reports to the Board to assist and support the Board to:
  • keep the Minister informed of the activities of CSIRO and its subsidiaries;
  • give the Minister or the Finance Minister any reports, documents and information in relation to those activities as the relevant Minister may require;
  • notify the Minister as soon as practicable after any significant decision in relation to CSIRO or any of its subsidiaries; and
  • give the Minister reasonable notice of any significant issue that may affect CSIRO or any of its subsidiaries; and
  • notify the Minister as soon as reasonably practicable after any significant issue that has affected CSIRO or any of its subsidiaries.

For the purposes of this direction, ‘significant’ refers to matters which would have a potentially material impact on the Organisation, including by way of example: a major long-term research relationship or financial commitment; a major change in CSIRO's research priorities and capacity; high enterprise level residual risks; and matters potentially outside of the Policies and CSIRO Strategy. Significant issues also include issues explicitly identified to CSIRO as significant by the Minister.

• Assist and support the Board to prepare and respond to communications with the Minister, including pursuant to paragraph 6.1.
• Report quarterly against the CSIRO Strategy and any operating plans approved by the Board, including the Corporate Plan and its performance measures, to ensure that the Board and its committees are kept properly informed about progress and promptly advised of any material
• Prepare any other performance and compliance assurance reporting as required by the Government in a timely and accurate manner for the information of and approval by the

Personal Duties

The Chief Executive will give written notice to the Board of:

• any direct or indirect pecuniary interests the Chief Executive has (or may have) in any business or in any body corporate carrying on a business; and
• any material personal interest in a matter that relates to the affairs of CSIRO. This may include a standing notice of the nature and extent of the relevant interest.

Delegations and Authorisations

The Chief Executive will:

• Ensure and procure that any delegations and authorisations by the Chief Executive, and any delegations by the Board, are appropriate and properly documented in the CSIRO Delegations and Authorisations Manual and associated instruments.
• ensure and procure that:
  • all delegations to eligible persons (as defined in the SIR Act) and committees of eligible persons are approved by the Board;
  • all authorisations by the Chief Executive are approved by the Board;
  • all Instruments of Delegation and/or Authorisation are presented to the Board annually for (re)confirmation;
  • CSIRO does not enter into any transaction (including any contract or agreement) unless and until the relevant approvals have been given in accordance with the AAIs and Delegations and Authorisations Manual; and
  • at each Board meeting, a report is provided identifying:
    • major transactions entered by CSIRO, as defined by the AAIs; and
    • matters notified to the Minister (unless those matters have been separately reported to the Board).

Effective 7 January 2025

By a resolution of the Board of the Commonwealth Scientific and Industrial Research Organisation (CSIRO), and pursuant to the Board’s function described in section 12(1)(c) of the Science and Industry Research Act 1949 (SIR Act), the following directions are made to the Chief Executive of CSIRO (the Directions).

The Directions remain in force and effect unless and until amended or revoked by the Board.

Introduction

CSIRO’s functions are set out in section 9 of the SIR Act and inform the purpose and direction of the Organisation.

CSIRO is a corporate Commonwealth entity for the purposes of the Public Governance, Performance and Accountability Act 2013 (PGPA Act) and prescribed rules made under the PGPA Act, including the Public Governance, Performance and Accountability Rule 2014 (collectively, PGPA Rules).

The Directions record the Board’s expectations for how the Chief Executive will work closely and collaboratively with the Board, as joint stewards of CSIRO, to deliver on CSIRO’s statutory purpose under the SIR Act and, in so doing, give effect to the expectations of the Australian Government and the community.

The Directions are intended to address the principal requirements of the SIR Act and the PGPA Act and promote robust internal CSIRO governance and compliance with the SIR Act, the PGPA Act, the PGPA Rules and the Accountable Authority Instructions issued by the Board dated 12 September 2023 (the AAIs).

Whilst the Directions may refer to or touch upon aspects of other legislation or legal requirements, such as the Work Health and Safety Act 2011, they are:

• not exhaustive;
• are without prejudice to; and
• do not supersede or replace any CSIRO policies or procedures, directions or guidance relating to such other legislation or legal requirements.

Principles

The Board and the Chief Executive will work together collaboratively to ensure CSIRO’s people - both officers and affiliates - conduct the activities of the Organisation lawfully, ethically, safely and with integrity.

To that end, the relationship between the Board and the Chief Executive will demonstrate, reflect, be consistent with and promote:

• CSIRO’s values;
• the general duties of officials and accountable authorities in Part 2-2 of the PGPA Act; and
• CSIRO’s Code of Conduct.

Roles of the Board and Chief Executive

Under the SIR Act, the Board is responsible for the proper and efficient performance of the functions of CSIRO and determining the policies of the Organisation with respect to any matter (the Policies).

The Board, as the Accountable Authority of CSIRO, also has a range of duties under the PGPA Act.

The Board has articulated, in more detail, how it will fulfil its functions and duties in the CSIRO Board Charter and Board Governance Document.

The Board works with and through the Chief Executive of CSIRO to ensure that CSIRO fulfils its statutory functions and complies with applicable law.

The Board issued the AAIs to support the Board, the Chief Executive, CSIRO officers and affiliates to meet their respective duties and obligations under the PGPA Act, including those relating to the proper use, performance, management, and reporting of public resources.

Under the SIR Act:

• The Chief Executive must, in conducting the affairs of CSIRO and exercising any powers conferred on the Chief Executive by the SIR Act, act in accordance with the Policies and any valid directions given to the Chief Executive by the Board (including these Directions).
• The Chief Executive manages the Organisation in accordance with the strategy, plans and Policies to achieve the Organisation's objectives.

Board Directions to the Chief Executive

The Board hereby directs the Chief Executive to:

• conduct the affairs of CSIRO so as to ensure that CSIRO advances the statutory functions set out in, and in accordance with the requirements of, the SIR Act, the PGPA Act, the PGPA Rules and other relevant and applicable legislation; and
• assist and support the Board and its committees to fulfil their respective functions and obligations under their relevant Charters, the SIR Act, the PGPA Act, the PGPA Rules and other relevant and applicable legislation with regards to:
  1. Direction, Strategy and Performance
  2. Strategy Implementation
  3. Governance, Risk and Compliance
  4. Resource Allocation and Efficient Use of Commonwealth (Public) Resources
  5. People and Capability
  6. Communication
  7. Personal Duties, and
  8. Delegations and Authorisations.

Direction, Strategy and Performance

The Chief Executive will:

• In consultation with the Board and at least once per reporting period, prepare and submit to the Board, for consideration and approval, a corporate plan (the Corporate Plan). The Corporate Plan shall reflect the Board-approved CSIRO Strategy (CSIRO Strategy), comply with any requirements prescribed by the PGPA Rules and address (amongst other things):
  • the initiatives and science priorities to be pursued by CSIRO to achieve the strategic objectives and deliver on its statutory functions;
  • the overall funding envelope and resources that CSIRO proposes to allocate to the delivery of the strategic objectives; and
  • the performance framework by which the Board can assess and monitor the delivery of the CSIRO Strategy.
• Ensure that, where practicable, CSIRO:
  • provides support to Commonwealth organisations and bodies, as well as industry entities, where such relationships reinforce CSIRO's strategic objectives; and
  • facilitates and supports liaison and co-operation between Australia and other countries in matters connected with scientific research.
• Provide and share with the Board relevant information, insights, suggestions and considerations to support and inform the Board’s development of the CSIRO Strategy.

Strategy Implementation

The Chief Executive will:

• Coordinate and ensure the effective governance, communication and implementation of the approved CSIRO Strategy, Corporate Plan and the Policies.
• Encourage CSIRO leaders to cooperate with others to achieve common objectives, where practicable, and facilitate co-operation with other organisations in the coordination of scientific research, with a view to the prevention of unnecessary overlap.

Governance, Risk and Compliance

The Chief Executive will:

• In consultation with the Board, prepare and submit to the Board, for consideration and approval, the Policies of the Organisation to assist and support the Board to discharge its duties, including under the PGPA Act, to:
  • govern CSIRO as a corporate Commonwealth entity;
  • establish and maintain systems relating to risk and control;
  • encourage cooperation with others; and
  • keep CSIRO’s responsible Minister and the Finance Minister
• Assist and support the Board to establish and maintain:
  • an organisational risk framework that facilitates the identification and management of strategic, operational and external risk, to a level commensurate with the Board’s risk appetite, that is supported by plans and reporting systems to confirm the efficiency and effectiveness of such framework;
  • the systems of internal control directed at ensuring compliance with the PGPA Act, other relevant and applicable laws, Government policies and directives, the AAIs, other Board directions, the Policies, any Instruments of Delegation and/or Authorisation and the CSIRO Code of Conduct; and
  • plans and reporting systems to identify and address any actual or threatened non-
• Provide timely, accurate and reliable information to assist and support the Board to exercise due diligence and care in the discharge of its obligations and duties.
• Ensure that CSIRO, and each of CSIRO's subsidiaries, complies with and gives effect to:
  • any Government policy orders under the PGPA Act;
  • any directions or guidelines given to the CSIRO Board by the Minister; and
  • any relevant directions of the Board to the Chief
• Assist and support the Board to ensure that, as far as practicable, none of CSIRO’s subsidiaries does anything that CSIRO does not itself have power to do.
• Assist and support the Board to ensure that the granting of indemnities, guarantees or warranties by CSIRO, and the obtaining of insurance by CSIRO, is in accordance with the PGPA Act and PGPA Rules and the AAIs.
• Assist and support the Minister by ensuring that information on any CSIRO company or share dealing is provided to the Minister in a timely fashion so as to enable the Minister to cause a notice of the relevant event to be tabled in each House of the Parliament as soon as practicable after the event occurs.
• Keep the Board informed of any material non-compliance by any CSIRO official with the PGPA Act or PGPA Rules, or any other events that might materially adversely affect CSIRO's financial

Resource Allocation and Efficient Use of Commonwealth (Public) Resources

The Chief Executive will:

• Assist and support the Board to:
  • prepare and approve budget estimates for each reporting period and for any other periods directed by the Finance Minister; and
  • once approved by the Board, give the budget estimates to the Finance Secretary in accordance with their written directions (if any).
• Procure and ensure that accounts and records are kept by CSIRO that:
  • properly record and explain CSIRO’s transactions and financial position;
  • comply with any requirements of the PGPA Rules;
  • enable the preparation of the annual financial statements; and
  • allow for such financial statements to be conveniently and properly audited.
• Assist and support the Board to:
  • prepare annual financial statements as soon as practicable after the end of each reporting period;
  • ensure such financial statements comply with the accounting standards and any other requirements prescribed by the PGPA Act Rules and present fairly CSIRO’s financial position, financial performance and cash flows;
  • give those statements to the Auditor-General as soon as practicable after they are prepared; and
  • include a copy of the annual financial statements and the Auditor-General’s report in CSIRO’s annual report.
• Assist and support the Board to ensure that the financial statements of CSIRO and any subsidiary of CSIRO are Such financial statements shall be audited by the Auditor-General unless, in the case of a subsidiary incorporated or formed outside Australia, it is not legally possible or, in the Auditor-General’s opinion, it is impracticable or unreasonable for the Auditor-General to audit the subsidiary financial statements.
• Assist and support the Board to ensure that all banking, borrowing and investment by CSIRO is properly conducted and authorised in accordance with the PGPA Act and PGPA Rules.
• Procure and ensure that CSIRO implements processes to properly record and explain, and measure and assess, the financial and non-financial performance of CSIRO in achieving its statutory purpose.
• Assist and support the Board to:
  • prepare an annual performance statement as soon as practicable after the end of each reporting period, in accordance with the PGPA Act; and
  • include a copy of the annual performance statement in CSIRO’s annual report, together with any other matters required to be included in the annual report under the SIR Act; and
  • make the report available for examination by the Auditor-General, if required.
• Assist and support the Board to ensure the most effective use by CSIRO of Commonwealth resources, including facilities, collections and resources.
• Support the functions of the CSIRO Board Audit and Risk Committee, including resource allocation and provision of information required for such committee to function effectively.

People and Capability

The Chief Executive will:

• Ensure that CSIRO's organisational capability:

• embodies a positive risk culture and seeks to deliver outcomes in line with risk appetite;
• delivers scientific research that assists the Australian industry, furthers the interests of the Australian community, contributes towards the achievement of Australian national objectives or the performance of the national and international responsibilities of the Commonwealth, contributes to giving effect to Australia’s obligations under the Paris Agreement, or for any other purpose determined by the Minister;
• supports CSIRO’s international engagement, operations and collaboration where there is a higher potential impact value return to Australia than available domestically; and
• is maintained and enhanced through programs that attract and cultivate diverse and world- class staff, retain the right people, and plan for succession.
  • Ensure a cohesive, healthy and safe working environment:
• which is free from hazards and risks arising from work so far as is reasonably practicable;
• in which teamwork, inclusion, trust, creativity and innovation flourish; and
  • in which staff are treated with equity and respect, act with integrity, honesty and openness, and may contribute effectively to the achievement of CSIRO's purpose and objectives.
  • Ensure staff consultation, as contemplated by and in accordance with the CSIRO Enterprise Agreement (from time to time) and other applicable laws, including (where appropriate) through the Consultative Council.
  • Establish appropriate mechanisms and processes to pay, compensate, reward or otherwise recognise officers and other persons in respect of work performed for or on behalf of the
  • Consult with the Board in respect of the development, maintenance and implementation of appropriate policies, frameworks, processes and mechanisms for:
• selection of people to fill Executive positions in the Organisation and the positions of Corporate Secretary and Internal Audit Manager;
• succession planning for Executive positions and the positions of Corporate Secretary and Internal Audit Manager;
• termination of Executive positions and the positions of Corporate Secretary and Internal Audit Manager; and
• proposed cessation arrangements and entitlements for Executive positions and the positions of Corporate Secretary and Internal Audit Manager.

In engaging in consultation regarding the implementation of the policies, frameworks, processes and mechanisms described above in respect of individual positions, it is acknowledged that:

• the requirements of relevant and applicable CSIRO policies and procedures shall be observed, including the CSIRO Recruitment Procedure (which, in turn, is underpinned by the merit principle);
• under section 32 (Part VI - Staff) of the SIR Act, the Chief Executive holds the decision-making authority for appointment of officers to the Organisation and the terms and conditions of service of such officers;
• the Chief Executive shall be free to exercise such decision-making authority independently and without direction, bias, fetter or inappropriate influence;
• the Board does not have the authority or power under the SIR Act to direct, approve or veto any exercise of the Chief Executive’s section 32 decision-making authority; and
• all consultation submissions, feedback and comments shall be provided in
  • Promote CSIRO's Values and the CSIRO Code of Conduct and provide guidance to CSIRO officers and affiliates in connection with engaging in public debate (including through the Public Comment Procedure).
  • Provide appropriate resourcing to support the effective operations and administration of the Board and its committees to carry out their duties and obligations (including compliance with legislative requirements and audit processes).

Communications

The Chief Executive will:

• Facilitate and provide timely information and reports to the Board to assist and support the Board to:
  • keep the Minister informed of the activities of CSIRO and its subsidiaries;
  • give the Minister or the Finance Minister any reports, documents and information in relation to those activities as the relevant Minister may require;
  • notify the Minister as soon as practicable after any significant decision in relation to CSIRO or any of its subsidiaries; and
  • give the Minister reasonable notice of any significant issue that may affect CSIRO or any of its subsidiaries; and
  • notify the Minister as soon as reasonably practicable after any significant issue that has affected CSIRO or any of its subsidiaries.

For the purposes of this direction, ‘significant’ refers to matters which would have a potentially material impact on the Organisation, including by way of example: a major long-term research relationship or financial commitment; a major change in CSIRO's research priorities and capacity; high enterprise level residual risks; and matters potentially outside of the Policies and CSIRO Strategy. Significant issues also include issues explicitly identified to CSIRO as significant by the Minister.

• Assist and support the Board to prepare and respond to communications with the Minister, including pursuant to paragraph 6.1.
• Report quarterly against the CSIRO Strategy and any operating plans approved by the Board, including the Corporate Plan and its performance measures, to ensure that the Board and its committees are kept properly informed about progress and promptly advised of any material
• Prepare any other performance and compliance assurance reporting as required by the Government in a timely and accurate manner for the information of and approval by the

Personal Duties

The Chief Executive will give written notice to the Board of:

• any direct or indirect pecuniary interests the Chief Executive has (or may have) in any business or in any body corporate carrying on a business; and
• any material personal interest in a matter that relates to the affairs of CSIRO. This may include a standing notice of the nature and extent of the relevant interest.

Delegations and Authorisations

The Chief Executive will:

• Ensure and procure that any delegations and authorisations by the Chief Executive, and any delegations by the Board, are appropriate and properly documented in the CSIRO Delegations and Authorisations Manual and associated instruments.
• ensure and procure that:
  • all delegations to eligible persons (as defined in the SIR Act) and committees of eligible persons are approved by the Board;
  • all authorisations by the Chief Executive are approved by the Board;
  • all Instruments of Delegation and/or Authorisation are presented to the Board annually for (re)confirmation;
  • CSIRO does not enter into any transaction (including any contract or agreement) unless and until the relevant approvals have been given in accordance with the AAIs and Delegations and Authorisations Manual; and
  • at each Board meeting, a report is provided identifying:
    • major transactions entered by CSIRO, as defined by the AAIs; and
    • matters notified to the Minister (unless those matters have been separately reported to the Board).