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The Board sets the overall policy, strategy and direction of Sydney Water. The Board is accountable to the NSW Government through a Portfolio Minister and two Shareholder Ministers.

How the Board operates

The Board of Directors (the Board) sits at the top of Sydney Water’s corporate governance framework. It sets the overall policy, strategy and direction of Sydney Water. The Board is accountable to the New South Wales Government through a Portfolio Minister and two Shareholder Ministers.

Under the Sydney Water Constitution, Directors are appointed for a fixed term. The term of appointment must not be longer than five years. At the end of a Director’s term of appointment, they are eligible for reappointment.

Board members have expertise in business management, environmental protection, public health, regulatory functions, law and engineering. Sydney Water periodically advertises for Board members.

The Board currently has nine members, including the Chairman and the Managing Director. The Chairman and Directors are appointed by the Shareholder Ministers. The Chairman leads the Board and runs the Board meetings.

The Managing Director is the sole executive member of the Board. She manages Sydney Water’s day-to-day operations under the general policies and specific directions of the Board. The Managing Director has authority to delegate certain powers and functions to other positions within Sydney Water.

The Managing Director’s accountabilities to the Board are defined and regulated through three key instruments:

• an Instrument of Conferral of Powers and Authority
• an Employment Agreement
• a Performance Agreement.

The Board reviews the Managing Director’s performance at least annually.

Board structure and duties

The minimum standard for Directors’ duties is codified in schedule 10 of the State Owned Corporations Act 1989. The Board has adopted its own Code of Conduct, which is republished annually in a Directors’ Handbook. 

The Board has also developed and adopted a Board Charter. The Charter meets the requirements of the Guidelines for Boards of Government Businesses, issued by NSW Treasury. The Charter:

• outlines the roles, powers and responsibilities of the Board
• details key stakeholders including customers, employees, the Shareholder Ministers, the Portfolio Minister, regulators and the community; and the Board’s responsibilities towards each
• outlines Board operations such as the conduct of meetings, committees and assessment of Board performance, including appropriate procedures for resolving and recording concerns by individual Directors
• conveys the strategic character of the Board’s business, and clarifies the Board’s role in approving high-level policies and strategies.

The Board Charter is published on Sydney Water’s website.

Board and committee meetings

The Board meets at least monthly, except for January. A schedule of meeting dates is settled yearly in advance. Additional meetings may be called as Directors think fit. Meetings are conducted in accordance with Sydney Water’s Constitution.

Under Sydney Water’s Constitution, Directors may delegate any of their powers to committees, which consist of at least one Director. The Board has six regular committees:

• Audit and Risk
• Environment
• Finance
• Public Health and Research
• People and Remuneration
• Regulatory and Reform.

Each regular committee has a Charter approved by the Board. Charters are reviewed periodically and were last reviewed in February 2010. The purpose, objectives and functions of each committee are set out in their Charters.

Special purpose committees can be convened on an ad hoc basis; for example, in relation to a major project or other initiative. 

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