Board of directors
From 1 July 2007, Melbourne Water will operate under the Water Act 1989. The Minister for Water, in consultation with the Treasurer, appoints our Directors for terms of up to four years and the Victorian Government sets their remuneration. Directors are eligible for reappointment for subsequent terms. In making new appointments to the Board, the Government ensures the Board has the necessary combination of skills and experience.
The Managing Director is appointed by the Board, subject to the approval of the Minister in consultation with the Treasurer, for a term of up to five years. Annual reviews are conducted of the performance of the Board as a whole and of individual members. Professional development opportunities are made available for Board members.
This year, external expertise was utilised in the performance assessment of the Board. Pursuant to Melbourne Water’s obligations under its Statement of Obligations issued by the Minister, the outcomes of the performance review are reported to the Treasurer and Minister.
The Board of Directors currently comprises a non-executive Chairman, seven non-executive directors and the Managing Director.
Cheryl Batagol was appointed Chairman on 1 January 2004. Ms Batagol has more than 30 years experience in the waste management industry, including commercial, industrial and trade waste management and treatment. She is Deputy Chair of Sustainability Victoria and was previously Chair of EcoRecycle Victoria and a director of City West Water and Southern Rural Water. Ms Batagol is a member of the Victorian Catchment Management Council, a member of the Australian Industry Group Victorian Branch Council, a trustee of the Sustainable Melbourne Fund and a director of Tintern Schools. Ms Batagol has also been on EPA Victoria’s Environment Council and the Board of the Co-operative Research Centre for Pollution Control and Waste Management.
B.Com (Hons), FCA, MBA
Merran Kelsall was appointed to the Board on 1 January 2001. Ms Kelsall, an independent company director and consultant, has considerable experience in financial services, health and utilities. She is a former partner of a chartered accounting firm.
LL.B (Hons), M.Comm (Hons),
PhD (Pub Pol)
(Resigned effective from 21 August 2007)
Bruce Cohen was appointed to the Board on 1 January 2007. Dr Cohen is a barrister and a principal in private practice in the area of public policy. He is a director of VicTrack, and was previously a director of VENCorp and Snowy Hydro Limited.
AO, BE (Hons) Melb, MS Ohio State MSE MA PhD Prin. DipEd FIE Aust. FTSE HonLLD
Peter Darvall was appointed to the Board on 1 January 2004. Professor Darvall was previously the Vice-Chancellor and President of Monash University as well as Vice-President for Research and Development and Dean of Engineering at Monash. He has served on the boards of many research organisations, including the Cooperative Research Centres for Catchment Hydrology, Water Quality and Treatment, and Freshwater Ecology.
Mary Anne Hartley
BA (Hons), LLB (Hons)
Mary Anne Hartley was appointed to the Board on 1 July 2002. Ms Hartley, a practising barrister, is also a Director of the Port of Melbourne Corporation. She was a partner in a national law firm where she advised public hospitals and practised insurance law before joining the Victorian Bar in 1997.
Terry Larkins was appointed to the Board on 1 January 2004. Mr Larkins was appointed Chairman of Western Water in 2001. He has extensive experience in the water industry and local government including Secretary of the former Gisborne Water Board and Chief Executive Officer of the Shire of Gisborne. He is active in a number of community groups including health services, conservation and education.
Peter Vines was appointed to the Board on 1 October 2005. He has extensive experience in executive and senior management positions within the energy and infrastructure sector, holding directorships in various utility companies in Australia and internationally.
BSc (Hons), PhD
Carolyn Schultz was appointed to the Board on 1 January 2000. Dr Schultz is a lecturer at the University of Adelaide, School of Agriculture, Food and Wine, and is a graduate of the Australian Institute of Company Directors.
DipCE, BE (Hons), MSc (Birm)
Rob Skinner was appointed Managing Director of Melbourne Water in February 2005. Prior to joining Melbourne Water, he was Chief Executive Officer of Kingston City Council for 10 years, and held a number of senior positions including Chairman, Southern Rural Water, General Manager Water Services with Melbourne Water, Chief Executive Officer of Dandenong Valley and Western Port Authority, and Chief Executive, Coode Island Review Panel.
Powers and accountability
Until 1 July 2007, the Board operated under the provisions of the Melbourne Water Corporation Act 1992 (Vic.).
Additionally, its operational powers derived primarily from the Melbourne and Metropolitan Board of Works Act 1958 (Vic.). From 1 July 2007, Melbourne Water will operate under the Water Act 1989. Melbourne Water currently has two current by-laws,
Water Supply Protection No 1 (1997) and Waterways and Drainage Protection No 2 (1998).
Under an agreement with the relevant Minister, effective as of 1 January 1995, the Minister’s functions and powers as a Floodplain Management Authority under the Water Act 1989 (Vic.) were delegated to Melbourne Water. Pursuant to this delegation, Melbourne Water, as an agent of the Minister, provided floodplain management services over the area for which Melbourne Water has drainage responsibilities. From 1 July 2007, Melbourne Water will have floodplain management powers under the Water Act 1989.
The Minister has also delegated powers of management under the Water Act relating to licensed private water diversions from waterways to Melbourne Water, effective 1 July 1999. These acts and by-laws can be purchased from the Information Victoria bookshop, 356 Collins Street, Melbourne (telephone 1300 366 356).
The Minister responsible for Melbourne Water during 2006/07 was the Hon. John Thwaites, Minister for Water, Environment and Climate Change. We work with officials in the Department of Sustainability and Environment, together with those in the Department of Treasury and Finance. They receive statutory and other reports covering our performance against objectives and performance indicators in the Corporate Plan.
Melbourne Water’s Board has a charter that defines its role and responsibilities. The Board makes plans to achieve specific objectives, which include:
- The establishment of long-term outcomes based on a triple bottom line approach
- The approval of budgets together with key performance indicators linked to objectives
- The approval of annual financial statements and the monitoring of performance against objectives and risks
- Monitoring of safety, health and environmental standards and management systems.
The Board has ratified a Corporate Governance Policy and prepared a Statement of Corporate Governance outlining Melbourne Water’s corporate governance framework and arrangements. This statement includes details of Melbourne Water’s policy framework, which specifies that Board approval is required for Melbourne Water policies that deal with high-risk issues, including the environment and public health.
Key features of the Board’s activities are that:
- It has formal board meetings 11 times a year, undertakes site visits and participates in business strategy workshops with Melbourne Water’s Leadership Team
- A structured induction program exists for new Board and committee members
- Board papers are available to all Directors seven days before meetings in hard copy or electronically
- Conflicts of interest are declared and a Director does not participate in decisions where such a conflict exists
- Directors have the right to seek independent professional advice, at Melbourne Water’s expense, in connection with their duties and responsibilities
- Declarations of pecuniary interest by Directors are made annually, with procedures for updating that information between declarations
- There is an annual review of board performance.
The Board has four sub-committees, each comprising at least three non-executive directors, who meet periodically to focus on audit and corporate risk, human resources and safety, environment and public health, and capital planning and delivery, respectively.
The Managing Director attends meetings of committees by invitation. The Board approves each committee’s charter.
Audit and Corporate Risk Committee
The role of the Audit and Corporate Risk Committee is to assist the Board of Directors in fulfilling its responsibilities relating to risk management, financial management and operational control practices, and compliance with relevant laws and regulations. Key responsibilities include reviewing Melbourne Water’s approach to the management of economic and business risks, reviewing and evaluating the adequacy and effectiveness of internal, operating, accounting and compliance controls and risk management practices, and ensuring the organisation is operating within an effective governance framework.
In carrying out its functions for the year, the Audit and Corporate Risk Committee has had unrestricted access to appropriate internal and external expert advice.
At 30 June 2007, the committee comprised Merran Kelsall (Chairman), Peter Darvall and Terry Larkins. A report about the activities of the committee in fulfilling its charter is prepared annually.
Human Resources and Safety Committee
This committee assists the Board in fulfilling its responsibilities relating to human resource issues, remuneration, and workplace health and safety. For details of directors’ and executives’ remuneration, refer to notes 25 and 26 of the Financial Statements.
At 30 June 2007, the committee comprised Terry Larkins (Chairman), Cheryl Batagol and Merran Kelsall. A report about the activities of the committee in fulfilling its charter is prepared biennially.
Environment and Public Health Committee
This committee assists the Board in fulfilling its responsibilities relating to environmental sustainability and public health. The committee encourages continuous improvement of, and monitors adherence to, Melbourne Water’s environmental and public health policies and procedures at all levels.
At 30 June 2007, the committee comprised Mary Anne Hartley (Chairman), Cheryl Batagol, Rob Joy (independent member) and Carolyn Schultz. A report about the activities of the committee in fulfilling its charter is prepared biennially.
Capital Planning and Delivery Committee
This committee assists the Board in fulfilling its governance responsibilities relating to the planning and delivery of capital projects.
At 30 June 2007, the committee comprised Peter Darvall (Chairman), Bruce Cohen, Terry Larkins and Peter Vines. A report about the activities of the committee in fulfilling its charter is prepared annually.