Board of directors
From 1 July 2007, Melbourne Water has operated 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 the 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.
Melbourne Water’s Board at the De Chene Reserve shaft site for the Northern Sewerage Project. (L to R) Jane Denton, Terry Larkins, Mary Anne Hartley, Rob Skinner (Managing Director), Carolyn Schultz, Peter Darvall and Cheryl Batagol (Chairman). (Absent: Merran Kelsall and Peter Vines)
Cheryl Batagol Chairman
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 Board and the Board of the Cooperative Research Centre for Pollution Control and Management.
Merran Kelsall, B.Com (Hons), FCA, MBA Deputy Chairman
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.
Bruce Cohen LL.B (Hons), M.Comm (Hons), PhD (Pub Pol) Director
(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.
Peter Darvall AO, BE (Hons) Melb, MS Ohio State MSE MA PhD Prin. DipEd FIE Aust. FTSE HonLLD Director
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) Director
Mary Anne Hartley was appointed to the Board on 1 July 2002. A practising barrister, Ms Hartley has been a director of several government corporations in the maritime and energy sectors. Before joining the Bar in 1997, Ms Hartley was a partner in a national law firm where she practised in insurance and health law.
Terry Larkins PSM Director
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 of the Shire of Gisborne. He has been a member of the VicWater Board since 2005 and chair from 2007/08. He is active in a number of community groups including health services, conservation and education.
Carolyn Schultz BSc (Hons), PhD Director
Carolyn Schultz was appointed to the Board on 1 January 2000. Dr Schultz is a researcher and educator in plant-based agri-food sciences, based at Adelaide University, and a graduate of the Australian Institute of Company Directors.
Peter Vines Director
Peter Vines was appointed to the Board on 1 October 2005. He has extensive experience in senior executive positions within the energy and infrastructure sector, holding directorships in various utility companies in Australia and internationally.
Rob Skinner DipCE, BE (Hons), MSc (Birm) Managing Director
Rob Skinner was appointed Managing Director of Melbourne Water in February 2005. Prior to joining Melbourne Water, he was Chief Executive 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 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.).
From 1 July 2007, Melbourne Water has operated under the Water Act 1989. Melbourne Water has two current by-laws, Water Supply Protection No 1 (2006) and Waterways and Drainage Protection No 2 (1998).
The Minister has delegated powers of management under the Water Act relating to licensed private water diversions from waterways to Melbourne Water, effective 1 July 1999. The Water Act and by-laws can be purchased from the Information Victoria bookshop, 356 Collins Street, Melbourne (telephone 1300 366 356).
During 2007/08, the following Ministers were responsible for Melbourne Water. The Honourable John Thwaites was Minister for Water, Environment and Climate Change until 29 July 2007, the Honourable John Brumby was Minister for Water, Environment and Climate Change from 30 June 2007 to 2 August 2007, and the Honourable Tim Holding was Minister for Water from 3 August 2007.
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.
Primary responsibilities
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
- Monthly updates on Board activities are made available to all employees
- Regular strategy workshops are held with relevant stakeholder groups
- 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.
Committees
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 2008, 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 2008, 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 2008, 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 2008, the committee comprised Peter Darvall (Chairman), Terry Larkins and Peter Vines. A report about the activities of the committee in fulfilling its charter is prepared annually.
Sustainability Report 2006/07