These practices derive principally from the provisions of the Australian Postal Corporation (APC) Act 1989 and the Commonwealth Authorities and Companies (CAC) Act 1997. They are also consistent with the requirements of the Governance Arrangements for Commonwealth Government Business Enterprises (1997).
SHAREHOLDER MINISTERS
Senator the Hon Richard Alston, Minister for Communications, Information Technology and the Arts, has portfolio responsibility for Australia Post.
Shareholder responsibility for the enterprise is exercised jointly by Senator Alston and the Minister for Finance and Administration, the Hon John Fahey MP.
Shareholder responsibility for the enterprise is exercised jointly by Senator Alston and the Minister for Finance and Administration, the Hon John Fahey MP.
THE BOARD
The board of Australia Post comprises up to nine directors,
eight of whom serve in a non-executive capacity.
The managing director is the sole executive director.
Non-executive directors are appointed by the Governor-General on the nomination of the portfolio minister. Appointments can be for up to five years and reappointment is permissible. Current government policy is for terms of appointment to be generally of three years’ duration.
Before nominating a person for appointment, the minister is required to consider the balance of expertise on the board and also to consult with the chairman.
Remuneration for non-executive directors is determined by the Commonwealth Remuneration Tribunal.
The board appoints the managing director and also sets the terms and conditions of appointment. Remuneration aspects are subject to prior consultation with the Commonwealth Remuneration Tribunal.
Non-executive directors are appointed by the Governor-General on the nomination of the portfolio minister. Appointments can be for up to five years and reappointment is permissible. Current government policy is for terms of appointment to be generally of three years’ duration.
Before nominating a person for appointment, the minister is required to consider the balance of expertise on the board and also to consult with the chairman.
Remuneration for non-executive directors is determined by the Commonwealth Remuneration Tribunal.
The board appoints the managing director and also sets the terms and conditions of appointment. Remuneration aspects are subject to prior consultation with the Commonwealth Remuneration Tribunal.
ROLE OF THE BOARD
The board is accountable for Australia Post’s overall performance and for ensuring that the corporation
performs its functions in a manner consistent with sound commercial practice.
Directors set the corporation’s key objectives and strategies through a rolling three-year corporate plan, which is submitted annually to the shareholder ministers. Progress against the plan is reported quarterly. Ministers are also provided with ad hoc advice on developments of significance, as appropriate.
Directors set the corporation’s key objectives and strategies through a rolling three-year corporate plan, which is submitted annually to the shareholder ministers. Progress against the plan is reported quarterly. Ministers are also provided with ad hoc advice on developments of significance, as appropriate.
BOARD COMMITTEES
Separate Audit and Human Resources committees have been established to assist the board in the discharge of its responsibilities.
The Audit Committee, which is made up entirely of non-executive directors, provides a forum for regular communication between the board and the corporation’s external and internal auditors.
The Audit Committee reviews:
The Human Resources Committee addresses major policy, structural and remuneration issues, including:
The Audit Committee, which is made up entirely of non-executive directors, provides a forum for regular communication between the board and the corporation’s external and internal auditors.
The Audit Committee reviews:
- annual financial statements prior to their consideration and adoption by the board;
- efficiency and effectiveness of the internal and external audit functions, including their respective audit plans;
- risk management issues in general;
- adequacy of accounting, financial and operating controls; and
- regular reports from the external and internal auditors on matters that arise in the performance of their respective roles.
The Human Resources Committee addresses major policy, structural and remuneration issues, including:
- succession planning and leadership capabilities;
- executive remuneration;
- workplace relations and enterprise bargaining;
- staff training and management development;
- injury prevention and management; and
- workforce diversity.
CODE OF ETHICS
Australia Post seeks to conduct its business with integrity, honesty and fairness and in compliance with all relevant laws, regulations, codes and corporate standards.
A board-approved Code of Ethics sets out clearly the ethical standards that are expected of both directors and employees in their dealings with customers, the corporation, and each other.
A board-approved Code of Ethics sets out clearly the ethical standards that are expected of both directors and employees in their dealings with customers, the corporation, and each other.
INDEPENDENT PROFESSIONAL ADVICE
Directors have the right, with the agreement of the chairman,
to obtain at the corporation’s expense relevant independent professional advice in connection with the discharge of
their responsibilities.
CONFLICT OF INTEREST
Directors who may have a material personal interest in a matter to be considered by the board or a board committee are required to make the nature of that interest known and must not be present while the matter is being considered. Details of such disclosures are recorded in the minutes of the meeting.
AUDIT
Under s8 of the CAC Act, the Auditor-General inspects and audits the accounts and records of the corporation’s financial transactions and assets, reporting to the parliament, the minister and the board.
The Auditor-General also audits and reports on compliance with the performance standards prescribed for Australia Post under s28C of the APC Act.
Arthur Andersen has been retained by the Australian National Audit Office (ANAO) to assist the Auditor General in undertaking both of these audit assignments.
The Auditor-General also audits and reports on compliance with the performance standards prescribed for Australia Post under s28C of the APC Act.
Arthur Andersen has been retained by the Australian National Audit Office (ANAO) to assist the Auditor General in undertaking both of these audit assignments.
INTERNAL AUDIT
Australia Post maintains an internal audit service which provides advice on a range of issues including risk minimisation; reliability of financial and management information; asset protection; legislative compliance; compliance with established policies
and procedures; and operational effectiveness, efficiency
and economy.
The audit work program is subject to endorsement annually by the Audit Committee. The results and progress of internal audit work are reviewed regularly by both the external auditors and the Audit Committee during the course of the year.
An external best practice review of the internal audit function was undertaken in the second half of the year. Issues identified will be the subject of substantive consideration in the new financial year.
The audit work program is subject to endorsement annually by the Audit Committee. The results and progress of internal audit work are reviewed regularly by both the external auditors and the Audit Committee during the course of the year.
An external best practice review of the internal audit function was undertaken in the second half of the year. Issues identified will be the subject of substantive consideration in the new financial year.
RISK MANAGEMENT
The board oversees a comprehensive risk management policy framework covering all significant business risks and strategic considerations. The underpinning processes, which seek to identify, analyse, assess and treat these risks, are closely
aligned with the principles of the relevant Standard (AS/NZS 4360:1999).
Risk identification and mitigation initiatives are included in business-related proposals considered by the board. Emerging and future market developments are key elements of the corporate and business planning process.
There are also a number of particular programs in place to manage risk in specific areas such as fraud, the environment, injury prevention and management, fire safety and emergency procedures and business continuity planning. The potentially adverse financial impacts associated with catastrophic risk exposures are limited by the purchase of appropriate insurance cover.
The ongoing effectiveness of the corporation’s risk management procedures is reviewed annually by the board. Also, to ensure the maintenance of best practice, independent reviews of risk management across the corporation are commissioned periodically by the board. The most recent such review was undertaken in late 2000 by a consortium of external providers. A number of enhanced processes have been implemented as a result of that review.
Risk identification and mitigation initiatives are included in business-related proposals considered by the board. Emerging and future market developments are key elements of the corporate and business planning process.
There are also a number of particular programs in place to manage risk in specific areas such as fraud, the environment, injury prevention and management, fire safety and emergency procedures and business continuity planning. The potentially adverse financial impacts associated with catastrophic risk exposures are limited by the purchase of appropriate insurance cover.
The ongoing effectiveness of the corporation’s risk management procedures is reviewed annually by the board. Also, to ensure the maintenance of best practice, independent reviews of risk management across the corporation are commissioned periodically by the board. The most recent such review was undertaken in late 2000 by a consortium of external providers. A number of enhanced processes have been implemented as a result of that review.
CORPORATE SECURITY
A specialised Corporate Security Group has responsibility for ensuring the integrity of the mail and the safety of Post’s personnel and other assets. In discharging its role, the Group maintains close liaison with the risk management and internal audit areas of the corporation.
INTERNAL CONTROL FRAMEWORK
The corporation’s internal control framework covers financial planning and reporting, capital expenditure appraisal procedures, authority delegation, due diligence examination and procurement contract tendering. Financial reporting and business system integrity are assured through the maintenance of detailed information technology and operating procedure manuals.
TREASURY
A comprehensive and prudent treasury policy has been established to manage interest rate, foreign exchange and fuel price risk. The policy, which is reviewed by the board at least annually, provides for the use of hedging instruments to minimise the impact of volatility in foreign exchange, interest rate and oil price movements so as to ensure reasonable certainty against budget estimates, as well as in the cost of imported capital equipment.
Established treasury procedures incorporate risk control principles of segregation of duties, dual control access and independent reconciliations. A Treasury Risk Management Committee has been established to determine appropriate hedging strategies within the policy parameters. Treasury activities are reported regularly to the board and are subject to ongoing review by auditors and independent risk advisers.
Established treasury procedures incorporate risk control principles of segregation of duties, dual control access and independent reconciliations. A Treasury Risk Management Committee has been established to determine appropriate hedging strategies within the policy parameters. Treasury activities are reported regularly to the board and are subject to ongoing review by auditors and independent risk advisers.
 |
Directors' attendance at meetings | |
||||||
|
||||||||
|
||||||||
|
Board |
Audit Committee |
Human Resources Committee |
|
||||
|
||||||||
|
||||||||
|
(a) |
(b) |
(a) |
(b) |
(a) |
(b) |
|
|
|
||||||||
|
Linda Nicholls |
10 |
10 |
2 |
2 |
5 |
5 |
|
|
||||||||
|
Alan Rydge |
5 |
4 |
2 |
2 |
|
||
|
||||||||
|
Graeme John |
10 |
9 |
5 |
5 |
|
||
|
||||||||
|
Kenneth Allen |
10 |
10 |
4 |
4 |
|
||
|
||||||||
|
Rodney Cameron |
5 |
5 |
3 |
1 |
|
||
|
||||||||
|
Megan Cornelius |
10 |
9 |
|
||||
|
||||||||
|
Michael Keating |
10 |
10 |
4 |
3 |
|
||
|
||||||||
|
Katie Lahey |
10 |
10 |
5 |
3 |
|
||
|
||||||||
|
Peter McLaughlin |
10 |
9 |
5 |
3 |
|
||
|
||||||||
|
(a) Number of meetings held while a director/committee member (b) Number of meetings attended |
|
||||||
 |
View printer friendly version |
