The Board
The Minister for Water appoints the Board members of
Goulburn-Murray Water under the Water Act 1989 and from the Board
members the Minister will appoint a Chairman. The Board then appoints a
Managing Director.
On or about 25 February 2011, all non-executive directors of G-MW
resigned their positions. Suzanna Sheed resigned her position on 11
February 2011 and the Managing Director departed G-MW on
4 February 2011.
The non-executive Directors for the
financial year to 25 February 2010 were:
- Stephen Mills (Chairman)
- Craig Cook (Deputy Chairman)
- John Brooke OAM
- Claire Penniceard
- Des Powell
- Cathie Scott, and
- Suzanna Sheed (to 11 February 2011)
On 25 February 2011 the Minister for Water appointed an interim board for G-MW.
Llew Vale OAM was appointed Chairman
and Jenny Dawson was appointed a Director for a three month period to 24 May 2011.
By Instrument of Appointment dated 23 May 2011 the Minister made the following Board appointments for G-MW:
Mr Llew Vale and Ms Jenny Dawson for the period 25 May 2011 to 30
September 2012, and Ian Mansbridge, Dennis Moon, Neil Pankhurst, Sarah
Scales and Frank Whitford for the period 25 May 2011 to 30 September
2013.
Shane McGrath was Acting Managing
Director from 24 November 2010.
Directors - as at 30 June 2011
Llew Vale OAM
Llew Vale has extensive governance and water industry experience
and expertise in primary production. Mr Vale has been a farmer for 35
years at Toora, and is a former Councillor and Mayor of the Shire of
South Gippsland. He has served as Chair of South Gippsland Water since
its inception in 1995, having previously been a Member of the South
Gippsland Water Board. Mr Vale was awarded an Order of Australia in 2002
for services to the water industry and community.
Jennifer Dawson
BBus, FCA, MAICD
Jennifer Dawson from Bendigo has broad skills in finance,
governance and the water industry. Ms Dawson has been a part time
director of Bendigo and Adelaide Bank Ltd since 1999, and was a director
of Coliban Water from 2000-2010. Ms Dawson has a Bachelor of Business
(Accounting), is a Fellow of the Institute of Chartered Accountants and a
member of the Australian Institute of Company Directors.
Ian Mansbridge
Dip. CM, CPA
Ian Mansbridge is a fourth generation farmer from Pompapiel and
has extensive experience in banking and finance with expertise in risk
management and governance. Mr Mansbridge was, until 2008, Head of
Special Projects at the Bendigo Bank Ltd. He is the deputy chair of
Sandhurst Trustees and has held a number of director positions with
other organisations. He has a Diploma of Corporate Management and is a
Certified Practising Accountant.
Dennis Moon
Dennis Moon is a business owner from Rochester with expertise in
customer engagement. Mr Moon is a tomato grower and operates three other
businesses. He is the former chair of the Australian Tomato Processing
Research Council and is the tomato representative on Horticulture
Australia Limited. Mr Moon was awarded a Nuffield Scholarship.
Neil Pankhurst
Neil Pankhurst has practical experience in primary production and
customer engagement. Mr Pankhurst is an irrigator dairy farmer from
Tongala who has been a Councillor and now Mayor of the Shire of
Campaspe. He has been the captain of the Yambuna Fire Brigade and chair
of Tongala & District Financial Services.
Sarah Scales
B. Ag.
Sarah Scales is a business and risk management consultant and also
owns a mixed farming enterprise near Mansfield. She was previously the
General Manager, AWB International in addition to other senior
management positions with AWB Limited. Ms Scales has a Bachelor of
Agricultural Science and has completed the Stanford Executive Program.
Frank Whitford
Ass. Dip. Bus. FAIM
Frank Whitford from Northwood has valuable managerial experience
and skills in business management and governance. Mr Whitford is the
Managing Director of Furniture and Bedding Concepts. He is a member of
the board of PrimeSafe Victoria. Mr Whitford has an Associate Diploma of
Business Studies and is a Fellow of the Australian Institute of
Management.
Shane McGrath
BE, CPEng, FIE Aust
(Acting Managing Director)
Shane McGrath has 30 years experience in the management,
construction and upgrading of major water supply works both in Australia
and overseas, with particular expertise in dams. He is the Victorian
State Representative for the Australian National Committee On Large Dams
(ANCOLD). He is a Churchill Fellow, 2000, and Past Chairman - Goulburn
Valley Group, Institution of Engineers, Australia.
Board Committees
During the period 1 July 2010 to 24 February 2011 the following Board Committees were operative:
- Risk and Compliance Committee (RaCC)
- Financial and Management Audit Committee (FMAC)
- Remuneration Committee (Rem)
- G-MW and NVIRP Joint Board Coordination Committee (Co-ord)
The activities of the Committees were absorbed into the Board from
25 February 2011 for the remainder of the financial year. The
Directors of G-MW will consider the mix, role and function of Board
Committees as a priority for the 2011/12 financial year.
The Pricing Project Steering Committee (Pricing) was a Committee
of the Board created for a specific purpose and operated from May 2010
to February 2011.
Water Services Committees (WSCs) are
also advisory committees to the Board, created under section 122(c) of the Act.
The Committees are comprised of customers appointed by the Board.
There are six gravity irrigation committees, four regional
committees, two water district committees and one flood protection
district committee. Under the WSC Charter the committees have up to nine
members each. Nominations to fill vacancies are called for in June each
year. In the event that more nominations are received than positions
available, a ballot is held whereby customers vote to reduce the number
of nominated candidates to match available positions.
An exception to the annual call for nominations to replace
retiring members occurred in June 2011 for the Loddon Valley WSC. The
Board declared all positions vacant and called for nominees to fill
those positions. There were 17 nominations received and a ballot took
place in accordance with the WSC Charter. Nine members were appointed by
the Board in July 2011.
Board Meetings
Board Charter
The Board's key governance document is its Charter, which covers the following key areas of conduct:
- Functions and responsibilities
of the Board
- Conduct of Directors
- Disclosure of pecuniary
and other interests
- Responsibilities of the Chairman
- Duties of the Managing Director
- Board delegations to management
- Matters reserved for the Board
- Board meetings and Committees
- Conflicts of interest
- Directors as customers
Code of Practice for Water Industry Boards
In December 2010 the Board adopted the Code of Practice for water
industry boards which was developed jointly by water corporations,
VicWater and DSE. The Code was endorsed by the Minister for Water on 5
October 2010 and adopted by the G-MW Board on 8 December 2010.
Board Delegation of Functions
The Act provides the authority under which
a Water Corporation may delegate its powers. This has been done under section 122(B) of the Act by a document under
the corporate seal dated 14 April 2010.
Directors as G-MW Customers
It is a requirement of the Board Charter that Directors declare
their interest as customers when information which may affect water
pricing or delivery is discussed and decided upon by the Board. In
accordance with the Charter, Directors will either absent themselves
during such discussions or warrant that they will not buy or sell water
shares prior to such information becoming publicly available. In the
interests of transparency, it
has been the practice of the Board to disclose in the Annual Report
the names of those Directors who are also G-MW customers.
Previous Directors (to 25 February 2011) Stephen Mills, Claire Penniceard, Craig Cook and John Brooke are customers of G-MW.
Directors Ian Mansbridge, Dennis Moon, Neil Pankhurst and Frank
Whitford are also customers of the Corporation, enjoying the same terms
and conditions as those applying to all G-MW customers in receipt of
similar services.
Within one month of joining G-MW all Directors and staff complete a
form in
which they acknowledge that they have
read and understood the 'Water Transactions by Directors and
Staff' procedures and undertake to abide by its requirements. In that
same form, they register their direct and indirect water holdings with
the Corporate Secretary. On an annual basis, Directors and Staff who
hold water entitlements complete and return a declaration as at 30
September stating water transactions undertaken since the last
declaration occurred in the absence of knowledge of confidential water
market information in the possession of G-MW and were in accordance with
the 'Water Transactions by Directors and Staff' procedures.
Corporate Secretary
Russell Barnier B.Juris LL.B FCIS
General Counsel & Corporate Secretary