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Board operations and governance
All decisions relating to the operation of Sydney Water are made by or under the authority of its Board of Directors. The Board is accountable to the NSW Government through a portfolio minister and two shareholder ministers.
Under the corporate governance framework, the Chairman and directors are appointed by the shareholder ministers. The Governor appoints the Managing Director following an initial recommendation by the Board.
The Chairman has stewardship of the Board and presides over Board meetings. The Managing Director is responsible for the day-to-day management of Sydney Water's operations in accordance with the policies and specific directions of the Board. The Managing Director has authority to delegate some Managing Director powers and functions to other positions in Sydney Water.
The Managing Director is accountable to the Board and her performance is reviewed every six months.
Board composition and membership
The Board may consist of up to 10 members, with the Chairman and directors appointed for a set term.
The Managing Director is the sole executive director on the Board.
Advertising for nominations to the Board is conducted periodically. It is a statutory requirement that the Board is composed of directors with separate expertise in:
- business management
- protection of the environment
- public health.
During 2006-07, the Board operated, at various times, with eight to nine appointed directors.
Changes to Sydney Water's Board of Directors in 2006-07 were:
- Gabrielle Kibble retired as Chairman in May 2007
- Dr Thomas Parry was appointed Deputy Chairman in October 2006
- Dr Thomas Parry was appointed Chairman in June 2007
- David Evans retired as Managing Director in August 2006
- Dr Kerry Schott was appointed Managing Director in August 2006.
Directors' duties and conduct
A minimum standard for directors' duties is provided for under Schedule 10 of the State Owned Corporations Act 1989. Directors are required to:
- act honestly in the exercise of their power as a director
- exercise reasonable care and diligence
- avoid conflicts of interest
- disclose actual or potential conflicts of interest and remove themselves from decision making on such matters
- not make improper use of their position as a director or use information obtained by virtue of their position as a director.
In addition, the Board has adopted a code of conduct, which is republished annually in a directors' handbook.
Board meetings
The Board meets at least monthly, except in January. A schedule of meeting dates is established annually, in advance. Additional meetings may be called as directors see fit. A quorum is four directors, either in person or by proxy.
Board committees
In December 2006, the Board reviewed and restructured its committees.
Under Sydney Water's Constitution, directors may delegate any of their powers to committees, which consist of at least one director. The Board has five standing committees:
- Audit and Risk Committee
- Environment Committee
- Finance Committee
- Public Health and Research Committee
- Remuneration Committee.
From time to time, the Board may also establish a special purpose committee, usually in relation to a particular major project or other initiative.
Indemnity and insurance
Under the State Owned Corporations Act 1989 and the Constitution, Sydney Water may indemnify its directors only with the prior approval of the shareholder ministers.
All non-executive directors have been granted such approval and have been given a Deed of Indemnity. The deed entitles directors to be indemnified for liability for costs and expenses in defending criminal or civil proceedings, subject to certain qualifications.
Sydney Water maintains insurance with respect to directors' and officers' liability. The policy underpins and augments the Deed of Indemnity. Insurance does not extend to deliberate acts of fraud or dishonesty.
Board members
Thomas G Parry
Chairman
Dr Thomas Parry AM
Chairman from 1 June 2007
Bec (Hons), Mec, PhD
Tom Parry joined the Board on 18 October 2006 and was appointed Chairman on 1 June 2007. Tom is a consultant to Macquarie Bank's Investment Banking - Funds Group. He was Foundation Executive Chairman of the Independent Pricing and Regulatory Tribunal of NSW (IPART) and its predecessor, the Government Pricing Tribunal of NSW from 1992 to 2004.
Tom is Chair of the Remuneration Committee, Chair of the Regulatory and Reform Committee, and a member of the Public Health and Research Committee.
Tom was an ex officio commissioner of the Australian Competition and Consumer Commission, member of the NSW Council on the Cost and Quality of Government, Board member of South East Area Health, Foundation NSW Natural Resources Commissioner, Chair of First State Super, Director of the Australian Stock Exchange's Market Supervision Company and Board Member of NSW Health's Clinical Excellence Commission. Tom has extensive international experience in the utilities, transport and health sectors.
Gabrielle Kibble AO
Chairman until 30 May 2007
Gabrielle Kibble AO
Chairman until 30 May 2007
BA, DipTCP, FRAPI, DSc (HC)
Gabrielle Kibble was a non-executive director from November 1997 and Chairman from August 1998 to May 2007. She was also Chair of Sydney Water's trading subsidiary, Australian Water Technologies and the Board's Remuneration Committee. She was a member of the Board's Property, Public Health and Research, and Audit and Risk Committees.
Gabrielle is the Administrator of Liverpool City Council, a director of the Sydney Olympic Park Authority and Trustee and Deputy Chancellor of the University of Western Sydney. She is an honorary associate of the Graduate School of Government, University of Sydney.
Kerry Schott
Managing Director
Kerry Schott
Managing Director
BA (Hons), MA, DPhil
Kerry Schott was appointed Managing Director in August 2006. She was previously Deputy Secretary, NSW Treasury, Office of Infrastructure Management. Kerry was a non-executive Director of Sydney Water Board from 1997 to 2001. She has spent 15 years as an investment banker, mainly in infrastructure related work including roles as Managing Director of Deutsche Bank and Executive Vice President of Bankers Trust Australia. She has also worked as an economic policy adviser with the Reserve Bank of Australia, the Commonwealth Government and as an academic at University College London and at Oxford University. Kerry has been Chairman of the NSW Environment Protection Authority, Chair of the NSW Film and Television Office, a director of the Film Finance Corporation Limited and Australian Airlines Limited. She has been a member of the Corporations and Securities Panel and a Trade Practices Commissioner.
John Brown
Director
John Brown
BCom, FCA
A non-executive director since September 2004, John is Chair of the Board's Audit and Risk Committee. He is also a member of the Regulatory and Reform Committee.
John is an audit and risk specialist with significant experience in financial due diligence and risk management. He recently retired as a partner of KPMG where he led its NSW Government Business Group and was a member of KPMG National Board and Chairman of its Audit Committee.
John is the Chairman and independent member of the Risk and Audit Committee of the NSW Department of Commerce and a consultant to the Audit Committees of the Australian Broadcasting Corporation and the Department of Defence. He is also a director of the Gift of Life Foundation Limited.
Brian Gilligan
Director
Brian Gilligan
BA, DipEd, MA
A non-executive director since May 2004, Brian is Chair of the Board's Environment Committee and a member of the Regulatory and Reform Committee.
He is also a member of the World Commission on Protected Areas, a Director of the Hunter Valley Research Foundation, Chair of the Audit and Risk Management Committee for the NSW Department of Juvenile Justice, and an independent member of the Audit Committee for Parks Australia.
Brian's former appointments include Director-General, NSW National Parks and Wildlife Service (1998-2003), Executive Director Operations, NSW Environment Protection Authority (1996-98) and Director, Hunter Water Corporation (1989-92).
Ralph Kelly
Director
Ralph Kelly
BCom, MBA, SF Fin, FAICD
A non-executive director since September 2001, Ralph was the Chair of the Board's Property Committee and is a member of the Audit and Risk, Public Health and Research, and Remuneration and Finance Committees.
Ralph has had 30 years in investment banking, with particular experience in corporate finance advice, infrastructure and listed capital raisings, Ralph is now Principal of Pennant Advisory. Currently he is a director of Ausflag Limited.
Alison Peters
Director
Alison Peters
LLB, BCom
A non-executive director since September 2001, Alison is a member of the Board's Environment, Remuneration, and Property Committees. She was also a member of the Property Committees. She was also a member of the Property Committee.
She is the Deputy Assistant Secretary for Unions NSW and is also a member of the NSW Co-operatives Council, the NSW Seafood Industry Conference, and the NSW Privacy Advisory Committee.
John Priest
Director
John Priest
BBus, FCPA, FAICD
Appointed a non-executive Director in September 1998, John was a member of the Property Committee. He is chair of the Finance Committee and a member of the Audit and Risk Committee.
Formerly of Coca-Cola Amatil Limited, John held the positions of Executive Director, Chief Financial Officer and Director of Corporate Development. He is currently Chairman and Chief Executive Officer of Apollo Life Sciences Limited and a Council Member of the Graduate School of Management.
Greg Stewart
Director
Greg Stewart
MB BS, MPH, FRACMA, FAFPHM
Greg was appointed a non-executive director in December 2005. He is Chair of the Public Health and Research Committee. He is the Director, Population Health, Planning and Performance of the Sydney South West Area Health Service.
His previous experience includes appointments as Deputy Director-General, Population Health and Chief Health Officer, NSW Health, Chief Executive Officer of Wentworth Area Health Service and Director of the Public Health Unit, Sydney South West Area Health Service.
A member of the NSW Medical Board, Greg chairs the NSW Regional Committee of the Australasian Faculty of Public Health Medicine.
David Evans
Managing Director until August 2006
David Evans
BEc (Hons), FAICD
David was Managing Director of Sydney Water from April 2004 to August 2006. Previously he was Managing Director of Hunter Water from 1993 to 2004 and Chief Executive Officer of the Regional Land Management Corporation.
| Attendance at board and committee meetings |
| G. Kibblea |
(C) 12 (12) |
- |
4 (5) |
- |
- |
1 (1) |
3 (3) |
- |
(C) 2 (2) |
| T. Parryb
| (C) 7 (9)
| -
| 1 (2)
| -
| 1 (1)
| -
| 1 (1)
| (C) 4 (4)
| -
|
| D. Evansc
| 1 (1)
| -
| -
| -
| -
| -
| -
| -
| -
|
| K Schottd
| 12 (12)
| 2 (2)
| 5 (5)
| 3 (3)
| 1 (1)
| 1 (1)
| 4 (4)
| 4 (4)
| 2 (2)
|
| J. Brown
| 13 (13)
| -
| (C) 5 (5)
| -
| -
| -
| -
| 4 (4)
| -
|
| B. Gilligan
| 13 (13)
| 2 (2)
| -
| (C) 3 (3)
| -
| -
| -
| 4 (4)
| -
|
| R. Kellye
| 13 (13)
| 2 (2)
| 5 (5)
| 1 (1)
| 1 (1)
| (C) 1 (1)
| 2 (2)
| -
| 2 (2)
|
| A. Petersf
| 12 (13)
| -
| -
| 2 (3)
| -
| 1 (1)
| 1 (2)
| -
| 2 (2)
|
| J. Priest
| 13 (13)
| (C) 2 (2)
| 5 (5)
| -
| (C) 1 (1)
| 1 (1)
| -
| -
| -
|
| G. Stewart
| 11 (13)
| -
| -
| -
| -
| -
| (C) 4 (4)
| -
| -
|
Notes:
(C) Chairman of the Board and/or Committee.
a Mrs Kibble retired from the Board on 31 May 2007.
b Dr Parry was appointed as Chairman on 1 June 2007. Dr Parry joined the Public Health and Research Committee in January 2007. Dr Parry joined the Audit and Risk Committee from January 2007.
c Mr Evans retired as Managing Director on 1 August 2007.
d Dr Schott was appointed as Managing Director on 2 August 2007.
e Mr Kelly joined the Environment Committee from January 2007. Mr Kelly withdrew from the Public Health and Research Committee in January 2007.
f Ms Peters joined the Public Health and Research Committee in January 2007.
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