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CASA Annual Report 2002 03 Part 3: Corporate governance

Part 3: Corporate governance

CASA Board

Responsibilities

Since CASA's establishment in 1995, the CASA Board has been responsible, under Part IV of the Civil Aviation Act 1988, for deciding the objectives, strategies and policies to be followed by CASA and for ensuring that CASA performs its functions properly, efficiently and effectively. Board members are also required to act in accordance with the Commonwealth Authorities and Companies Act 1997 (the CAC Act).

In addition to fulfilling its statutory responsibilities, the Board gives effect to the Australian Government's broad strategy, as reflected in periodic Charter Letters to the Board from the Minister for Transport and Regional Services. CASA's day-to-day operations are under the control of the Director of Aviation Safety, who is a member of, and is accountable to, the Board.

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Impending changes

On 18 November 2002, the Deputy Prime Minister and Minister for Transport and Regional Services announced reforms to CASA's corporate governance arrangements that affect the Board. The announcement followed the Government's consideration of a report by Mr Ted Anson, AM, the Chairman of CASA, who was commissioned by the Minister to undertake a personal review.

The reforms are intended to provide the Minister with more direct control over CASA in relation to setting policy directions and priorities, performance standards, reporting and consultation processes, and stakeholder and industry advisory machinery. In consequence of the enhanced powers proposed for the Minister, the Government decided there would no longer be a role for a statutory CASA Board.

These reforms are contained in the Civil Aviation Amendment Bill 2003, which passed through Parliament on 9 October 2003 and is awaiting Royal assent.

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Appointments

Members of the CASA Board are appointed under subsection 33(2) of the Civil Aviation Act 1988. The Act provides for the appointment of a maximum of seven members to the Board of CASA. The Director of Aviation Safety is a member of the Board on an ex officio basis.

Members hold office for a period not exceeding five years as specified in their instrument of appointment. Apart from the Chairman, who may be appointed on either a part-time or a full-time basis, and the Director of Aviation Safety, all Board positions are part-time appointments.

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CASA Board members

Composition in 2002–03

The composition of the CASA Board at 30 June 2003 was:

   

Chairman

Mr Edward Anson, AM

Deputy Chairman

Mr James Kimpton, AM

Board members

Ms Megan Cornelius, AM

Mr Neil Smith, AM MBE

Director of Aviation Safety and Board member

Mr Mick Toller

CASA Board members

L to R: Megan Cornelius, Neil Smith, Ted Anson, James Kimpton and Mick Toller

No new Board members were appointed during the year and no members left the Board.

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Edward Anson

Chairman – Edward Anson, AM, FIME London, CEng. London, JP

Ted Anson was appointed Chairman on 1 July 2001 for three years. He is a member of the Audit and Risk Committee.

Between April 1999 and June 2001 he was Chairman of the Australian Maritime Safety Authority. He is a former Executive Chairman of ANL Limited and has held senior executive positions in several shipping industry companies including BHP, RW Miller, Howard Smith Industries and James Patrick and Co. He has been a consultant to a number of companies in the shipping industry, in the fields of industrial relations, stevedoring, transport, and port facility rationalisation.

Mr Anson is Deputy Chairman of Australian River Co. Limited, a Board Member of the Australian Industry Development Corporation, a member of Lloyd's Australia Committee and Chairman of Lloyd's Register Australian Technical Advisory Committee.

He is a Fellow of the Institute of Marine Engineers (London), a Member of the Society of Chartered Engineers, a Member of the Institute of Company Directors and a Justice of the Peace in Queensland (Qualified).

James Kimpton

Deputy Chairman – James Kimpton, AM, LLB (Hons), BA, MCIT, FAICD

Mr Kimpton was appointed as Deputy Chairman of CASA on 7 July 1999, and was re-appointed on 1 July 2002. During 2002–03 he was a member of the Audit and Risk Committee, and the Remuneration Committee. He also represented the Board on the Executive Safety Committee. Between 1999 and 2001 he was a member of the Board of the Australian Maritime Safety Authority.

Prior to his appointment to the CASA Board he had been Manager, Aviation Policy (from 1983) and was Advisor Government (from 1998) at Ansett Australia. He has been Chairman of the Australian Air Transport Association and the Board of Airline Representatives.

Between 1996 and 1998 Mr Kimpton chaired the Program Advisory Panel, comprising industry and consumer representatives appointed by the Minister for Transport and Regional Development, to oversee reviews of CASA's regulatory role and of the regulatory framework program administered by CASA.

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Megan Cornelius

Board Member – Megan Cornelius, AM, BA, FAICD, FAIM, FACS

Ms Cornelius, appointed to the CASA Board on 1 July 1999, was Chairman of the Board Audit and Risk Committee and the Remuneration Committee in 2002–03.

Ms Cornelius is a past Director of Australia Post and is a Councillor of the Australian Institute of Company Directors (New South Wales Division). She holds, and has held, a number of other Chairman, Director and Councillor positions.

She is Chairman of the Expertise Australia Group, and has been an executive with Computer Power Group. She is currently Australia's Woman Leader to the Asia-Pacific Economic Cooperation Forum and has led delegations to meetings in Beijing, China, in 2001 and to Acapulco, Mexico, in 2002.

Ms Cornelius has held senior management positions with Qantas, representing the company at the International Air Transport Association in Geneva and elsewhere.

A foundation lecturer in the Computing School at the University of Technology in Sydney, she is a Fellow of the University. She received membership of the Order of Australia on Australia Day 2001.

Neil Smith

Board Member – Neil Smith, AM, MBE, BE (Aero), FRAeS, FAICD

Neil Smith is the principal of Smith Management and Consulting Pty Ltd. He joined the CASA Board on 30 March 2001 after 39 years in the Royal Australian Air Force (RAAF).

He was a member of the Board Audit and Risk Committee and the Remuneration Committee in 2002–03.

In his last two Air Force appointments, as Controller of the Logistics Systems Agency and then as Support Commander (Air Force), he was responsible for technical airworthiness for all Australian Defence Force aircraft.

As a general list officer, he served three years in personnel in officer career management, spent a year in India at the National Defence College, and commanded RAAF Base Pearce and Support Command (Air Force).

Entering through the RAAF Academy, he completed an engineering degree at Sydney University. His flying experience includes tours on Sabre and Mirage. Mr Smith's engineering career included appointments in Canberra, Melbourne and London, and the command of the now disbanded 481 Maintenance Wing at Williamtown NSW.

Mr Smith is a member of both the Order of the British Empire and the Order of Australia.

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Mick Toller

Director of Aviation Safety and Board member – Mick Toller FRAeS, FCIT, FAICD

Mr Toller was appointed as Director of Aviation Safety on 1 July 1998. He was re-appointed on 1 July 2001 for a three-year term. Prior to his appointment as Director, Mr Toller was involved in civil aviation for over 30 years.

Mr Toller has had an extensive international airline career with Cathay Pacific Airways, British European Airways, Cyprus Airways and Danair. During a 22-year career with Cathay Pacific, Mr Toller held a number of senior management posts including Deputy Director of Flight Operations.

He has flown a number of large aircraft types including the Airbus A330, A340, Boeing 707 and 747, Lockheed Tristar, and BAC 1-11. He holds an Australian Air Transport Pilot Licence and Command Instrument Rating, and currently flies a number of small aircraft types, including his personally owned Cessna 303 and Cirrus SR20.

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Changes in membership since the end of 2002–03

Ms Megan Cornelius concluded her term as a Board member on 30 June 2003.

The Deputy Chairman during 2002–03, Mr James Kimpton, was re-appointed as Deputy Chairman for a period of three months, ending on 30 September 2003. Mr Kimpton chaired the Audit and Risk Committee and the Remuneration Committee between 1 July 2003 and 30 September 2003.

Mr Neil Smith has been appointed as Acting Deputy Chairman for the period from 1 October 2003 to 24 December 2003.

Mr Peter Yuile, Deputy Secretary, Department of Transport and Regional Services, has been appointed Acting Board member for the period 1 October 2003 to 24 December 2003.

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The Board's approach

The Board maintained its commitment to the highest standards of corporate governance. Corporate governance issues were regularly reviewed and measures to improve governance arrangements are ongoing.

Measures in place to underpin a high standard of corporate governance include:

  • oversight by the Board Audit and Risk Committee
  • a Board manual containing advice and policy for Board members in carrying out their role and responsibilities
  • participation by Board members in corporate governance training courses
  • access by Board members to independent advice to assist their decision-making
  • protocols for Board members to access documents and be briefed by senior management
  • a requirement to declare any potential conflicts of interest.

The Board continued its strategic focus on the effective deployment and use of CASA's resources, again giving particular emphasis to risk management. The Board also maintained its policy of meeting with members of the aviation industry to hear, at first hand, issues of concern, and to discuss possible solutions.

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Board meetings

The Board met formally on 12 occasions during the year. Members' attendance is shown in Table 11.

Reporting to the Minister

The Chairman reported regularly to the Minister. In addition, the Chairman and Director of Aviation Safety met with the Minister for Transport and Regional Services on a number of occasions during the year.

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Audit and Risk Committee

The Board maintained an Audit Committee, as required by the CAC Act. The inclusion of risk in the title reflected the importance the Board placed on risk management.

   

Chairman

Megan Cornelius

Members:

Edward Anson

James Kimpton

Neil Smith

The Audit and Risk Committee operated under a Board-approved charter. The Committee helps the Board and CASA comply with obligations under the Civil Aviation Act, the CAC Act, and other applicable legislation, regulations and codes of practice or conduct.

The Committee:

  • provided a forum for communication between Board members, senior managers of CASA and CASA's internal and external auditors
  • provided guidance for the effective management of risk
  • advised the Board on aspects of internal and external audit, accounting procedures, systems, controls, and financial reporting
  • promoted accurate, quality and timely disclosures of financial and other information to the Board and other key stakeholders
  • examined internal audit reports.

The Audit and Risk Committee reported to the Board after each Committee meeting.

Mr Neil Smith and Mr Edward Anson were appointed to the Committee in August 2002 and February 2003 respectively.

The Committee met nine times during 2002–03 with all eligible members attending on each occasion (see Table 11).

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Remuneration Committee

The Remuneration Committee was established to provide the Board with advice on the remuneration of the Director of Aviation Safety and of appointees acting as Director.

   

Chairman

Megan Cornelius

Members:

James Kimpton

Neil Smith

The Remuneration Committee reports to the Board after each meeting.

The Committee met eight times during the year, with all eligible members attending on each occasion.

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Executive Safety Committee

The Executive Safety Committee was established as a high-level management Committee to review safety issues affecting CASA. The Committee was chaired by the Director of Aviation Safety, who reported to the Board after each meeting of the Committee. The Committee met six times during the year.

Executive Safety Committee meetings were attended by a member of the Board. At 30 June 2003, the Board representative designated to attend meetings of the Executive Safety Committee was the Deputy Chairman, James Kimpton.

Table 11: Board and Audit and Risk Committee Meetings

Name Date Appointed to Board, term and position 1 Board Meetings Audit and Risk Committee Meetings 2
    Eligible to Attend Attendance Eligible to Attend Attendance

Edward Anson

01.07.01 to 30.06.04 Chairman

12

12

5

5

James Kimpton

07.07.99 to 30.06.02 Reappointed 01.07.02 to 30.06.03 Deputy Chairman

12

11

9

9

Megan Cornelius

01.07.99 to 30.06.02 Reappointed 01.07.02 to 30.06.03 Member

12

12

9

9

Neil Smith

30.03.01 to 29.03.04 Member

12

12

7

7

Mick Toller 3

01.07.98 to 30.06.01 Reappointed 01.07.01 to 30.06.04 Member

12

12

-

-

1. No new Board members were appointed during the year and no members left the Board.

2. Mr Smith and Mr Anson were appointed to the Audit and Risk Committee in August 2002 and February 2003 respectively.

3. Mr Toller, as Director of Aviation Safety, was the sole executive member of the Board.

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