State Services Authority

Supporting Government Serving Victorians

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Overview
Table of Contents
Introduction
Building and Renewing the Board
On Board
Operations of the Board
Compliance and accountability
Frequently Asked Questions
Dictionary of Common Terms
Reference List
Good practice guide on governance for Victorian public entities
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Reference List

Websites

Australian National Audit Office
The Australian National Audit Office site is the consolidation of
Better Practice Guidelines (BPGs) on a variety
of issues relevant to the federal government auditor's responsibilities and audit practice.

Australian National Audit Office Guidance Papers
Better practice guidance papers, multiple titles as follows:
No.1: Public Sector Governance and the Individual Officer
No. 2: Potential Conflicts in the Governance of Commonwealth Authorities and Companies Boards
No. 3: Commonwealth Authorities and Companies Boards
No. 4: Executive Boards in Financial Management Act Agencies
No. 5: Monitoring Board Performance
No. 6: Conflicts of Personal Interest and Conflicts of Role
No. 7: Cross-Agency Governance
No. 8: Summary of Current Legal Requirements that may be Applicable to Commonwealth Authorities and Companies and Financial Management Act Bodies.

Australian Standard Good Governance Principles
The Australian Standards Association has prepared a series of standards that outline many aspects of governance including directors' duties under the Commonwealth Corporations Act and other statutes. The standards provide a generic blueprint for governance suitable for a wide range of organisations. The corporate governance series of Australian Standards are listed below:
AS 8000 Good Governance Principles
AS 8001 Fraud and Corruption Management
AS 8002 Organisational Codes of Conduct
AS 8003 Corporate Social Responsibility
AS 8004 Whistleblower Protection Programs for Entities.

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Australian Stock Exchange
The ASX site provides an electronic copy of the Principles of Good Corporate Governance and Best Practice Recommendations. Although these are primarily intended for ASX listed companies, they have been used officially as a standard throughout the recent Australian governance literature and many of their best practice recommendations translate directly for public sector entities.

Certified Practicing Accountants (CPA) Home page for Governance Material
The CPA offers some information for members only. All who access the site may view a series of articles, speeches and publications. The site also provides an excellent website links to a number of key organisations interested in corporate governance.

Chartered Secretaries Australia (CSA)
CSA is the peak professional body delivering accredited education and the most practical and authoritative training and information on governance, as well as thought leadership in the field. The website provides the leading range of technical information and support in best practice governance and corporate administration. It incorporates exclusive member and student sections as well as open access areas for those who want to learn more about what CSA offers.

Corporate Governance Guidelines for Western Australian Public Sector Board Members (PDF PDF 224KB)

New South Wales Code of Conduct is also a useful background reference.

Guidelines for Committees of Management of Crown Land Reserves – Published by the Department of Sustainability and Environment
These guidelines have been prepared to assist people who have been appointed to a Victorian Crown Land reserve Committee of Management. These committees manage their reserve on behalf of the Minister for Environment and Conservation, and have the responsibility to manage, improve, maintain and control their reserve.

Leadership
Leadership Victoria has been publishing articles from the biannual 'leadership magazine' online. The site contains many articles on leadership and related issues.

The National Institute for Governance
The National Institute for Governance, aims to facilitate a multi-disciplinary network of governance researchers and practitioners, their organisations and professional associations in the interests of improving governance practices in Australia and in its region. The Institute provides a major new point of contact for governments, business, policy makers, scholars and practitioners with an interest in Australia's expertise on governance issues.

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NZ State Public Services Commissioner Home Page
This site provides a broad range of practical guidance for managers in the NZ public sector. In particular the following documents may be of interest:
walking the talk: making values real: facilitation guide (2001) – this offers support material for structured discussion within public service organisations about values and how they apply to everyday situations.
Our Community
The Our Community Centres of Excellence site provides a one-stop-gateway for practical resources, support and linkages between community networks and the general public, business and government in every Australian State and Territory.

Organisation for Economic Cooperation and Development OECD Principles of Corporate Governance (OECD).
The OECD principles of corporate governance provide the basis for an extensive programme of cooperation
between OECD and non-OECD countries. The Principles are reviewed to take account of recent developments and experiences in OECD member and non-member countries and provide non-binding standards and good practices as well as guidance on implementation, which can be adapted to the specific circumstances of individual countries and regions.

The Australian Institute of Company Directors
The Australian Institute of Company Directors (AICD) is the peak body for directors, offering Board level professional development, director specific information services, and representation of directors' interests to Government and other regulators. Among other goals the AICD strives to meet the information and educational needs of directors and be the recognised advocate for corporate governance and director issues, and provide a valued directors' network (it has over 17,000 members in Australia).

The website provides an extensive list of available books and outlines various training courses offered by the AICD, recommended books are sorted by categories such as corporate responsibility, finance, governance, director skills, strategy, leadership, small to medium organisations, not for profit, and work-life skills. The AICD has also prepared a paper titled Duties of the Chairman.

The Institute of Public Administration Australia (IPAA)
In Victoria, the institute serves as an important source of information on the public sector policy, innovation and reform. It connects IPAA members with the people and ideas informing public sector practice in Australia and around the world. IPAA publishes a quarterly journal called the Australian Journal of Public Administration that is available to members. The IPAA website provides an extensive range of Government links including federal, state, local and inter-Governmental web-sites.

The University of Canberra, Corporate Governance Australian Research Council Project Issues Paper Series.
The aim of the issues paper series is to identify and explore key emerging public sector governance issues and encourage wider discussion and activity. The series has been designed for public sector practitioners and corporate governance 'enthusiasts' across the public sectors.
Victorian Auditor-General's Office
This site provides a range of publications, speeches, papers and a newsletter which aims to provide the government agencies with information on developments regarding disclosure requirements and best practice reporting. It also provides copies of reports prepared by the Auditor-General for the consideration of Parliament.

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Victorian Public Accounts and Estimates Committee
Assessment Questions related to Governance Arrangements by Statutory Authority. The Victorian Public Accounts and Estimates Committee has prepared a series of assessment questions for the purpose of one of their own inquiries. The questions are based on good governance principles and the questions may be useful for statutory authorities in evaluating their own governance activities and processes.

In May 2005, the PAEC delivered a report titled Inquiry into Corporate Governance in the Victorian Public Sector. This report assessed the existing corporate governance arrangements in the Victorian Public Sector, reviewed the effectiveness of the present corporate governance and accountability arrangements for State owned enterprises and partnership arrangements between the Victorian Public Sector the private sector, not-for-profit organisations.

Linked websites within guide

Department of Justice Freedom of Information Online

Department of the Premier and Cabinet website (Guidelines for the appointment and remuneration of part-time non-executive directors)

Department of Treasury and Finance website

Ombudsman’s website home page

Privacy Commissioner website

Public Records Office website

Australian Taxation Office website

Victorian State Revenue Office website

Victorian Workcover Authority website

Victorian Managed Insurance Authority website

Books and Articles

Armstrong, A. & Francis, R, (eds), 2004, February, Sydney, Australian Standards International Ltd
    Applications of Corporate Governance (HB 401-2004)
    Introduction to Corporate Governance (HB 400-2004)

Arts Victoria, 2003, November, Arts Portfolio Governance Handbook (PDF PDF 765KB), Arts Victoria, Melbourne.

Australian National Audit Office (ANAO), 2003, July, Public Sector Governance Volume 1, Better Practice Guide: Framework, Process and Practices, Commonwealth of Australia, Canberra

Australian National Audit Office (ANAO), 2003, July, Public Sector Governance Volume 2, Better Practice Guide: Guidance Papers, Commonwealth of Australia, Canberra

Australian National Audit Office (ANAO) (2006), Preparation of Financial Statements by Public Entities (PDF PDF 1.83MB), Commonwealth of Australia, Canberra.

Australian Institute of Company Directors, Australian Accounting Research Foundation, Institute of Internal Auditors, Australia, 2001, Audit committees : best practice guide (2nd ed), Sydney, Australian Institute of Company Directors

Australian Institute of Company Directors, 2001, 50 matters to be considered before signing a company's financial statements (2nd ed) Sydney, Australian Institute of Company Directors

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Barrett, P, 2003, Corporate Governance in the Public Sector Context, Canberra Bulletin of Public Administration, Canberra, Institute of Public Administration Australia (ACT Division)

Bartos, S, Early,L, Kennedy,P, McClintock, P Nicholls,L 2004, Public Sector Governance – Australia, CCH Australia, Sydney

Bosch, Henry and the Australian Institute of Company Directors 1995 Corporate Practices and Conduct (3rd ed), F.T. Pitman, South Melbourne

Bosch, H 1995. The director at risk : accountability in the boardroom, Pitman Publishing, South Melbourne

Bosch, H 1997 Conversations with a New Director. Sydney: Australian Institute of Company Directors.

Bush, F. & Horton, I. (2005).Enhancing Board Performance. Hornsby: Chartered Secretaries Australia.

Carver, J & M, 1996/1997, The CarverGuide Series on Effective Board Governance, Jossey-Bass, San Francisco:
  • Basic Principles of Policy Governance Book 1
  • Board Assessment of the CEO Book 7
  • Board Members as Fundraisers – Advisors and Lobbyists Book 11
  • Board Self Assessment Book 8
  • Creating a Mission that Makes a Difference Book 6
  • Making Diversity Meaningful in the Boardroom Book 9
  • Planning Better Board Meetings Book 5
  • Strategies for Board Leadership Book 10
  • The CEO Role Under Policy Governance Book 9
  • The Chairpersons Role as Servant-Leader to the Board Book 4
  • Three Steps to Fiduciary Responsibility Book 3
  • Your Roles and Responsibilities as a Board Member Book 2
Carver, J, 1990, Boards that Make a Difference, Jossey-Bass, San Francisco

Chartered Secretaries Australia Ltd, Sydney:
  • 2003 Corporate Governance and the Company Secretary
  • 2004 Officers, Directors and Governance
  • 2005 Continuous Disclosure: Listed Public Companies and other Disclosing Entities
  • Enhancing Board Performance

CPA Australia 2005 Excellence in Governance for Local Government: CPA Australia Melbourne

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Dandenong Development Board, 2004, May Governance and Procedures Manual

Garratt, B, 1996, The fish rots from the head : the crisis in our boardrooms : developing the crucial skills of the competent director, HarperCollins Business, London

Hardman, B & Hambelton, D, 2005, Continuous Disclosure: Listed Public Companies and other Disclosing Entities, Chartered Secretaries Australia, Hornsby

Hardman, B, 2004, Officers, Directors and Governance, Chartered Secretaries Australia, Hornsby

Hardman, B, (third ed), 2003, Corporate Governance and the Company Secretary. Hornsby: Chartered Secretaries Australia

Hilmer, Frederick 1993, Strictly Boardroom: Improving Governance to Enhance Company Performance, Business Library, Melbourne

Horrigan, B.; Edwards, M.; Baxter, K.; and Nicoll, G, 2002, Current Issues in Public Sector Governance, University of Canberra

Kiel, G and Nicholson,G, 2003, Boards that work : a new guide for directors, McGraw-Hill Australia, Sydney

Madsen, Peter and Jay Shafritz, 1990, Essentials of business ethics, Meridian, New York

Minter Ellison Lawyer (2004) Corporate Governance: Australian Best Practice Recommendations (PDF PDF 503KB).

Museum Victoria, 2002, July Museums Board of Victoria Governance Handbook

National Gallery of Victoria, 2005, April Council of Trustees: Induction Manual

Office of Training and Tertiary Education, (2005), Good Governance Victoria

Pease, G & McMillan, K, 1993, The independent non-executive director, Longman Professional, Melbourne

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South East Water Limited, 2003, April Directors' Handbook

Standards Australia, 1999, AS/NZS 4360 (2 ed), Standards Australia, Sydney

Standards Australia, 2003, HB 221:2003 Business Continuity Management. Sydney: Standards Australia International Ltd and Standards New Zealand.

Standards Australia International 2003, June Sydney: Australian Standards International Ltd
  • Corporate Social Responsibility (AS 8003-2003)
  • Fraud and Corruption Control (AS 8001-2003)
  • Good Governance Principles (AS 8000-2003)
  • Organisational Codes of Conduct (AS 8002-2003)
  • Whistleblower Protection Programs for Entities (AS 8004-2003)

State Government of Victoria 2003 Code of Conduct for the Victorian Public Sector Melbourne: Victoria. Office of Public Employment. Retrieved 1 November 2005 from http://www.ssa.vic.gov.au

Sustainable Energy Authority Victoria, (date unknown), Corporate Governance Charter and Framework

Uhrig, J. (2003). Review of Corporate Governance of Statutory Authorities and Office Holders (PDF PDF 480KB). Department of Finance and Administration, Commonwealth of Australia.

Victorian Arts Centre, 2001, May, Governance Handbook

Victorian Government Department of Human Services, 2004, Cemetery Trust Manual,Public Health Division Victorian Government Department of Human Services, Melbourne

Victorian Government Department of Human Services 2002, February Good Governance Practice for Voluntary Committees of Management Research Report, Bradfield Nyland Group. Retrieved 1 September 2005 from http://www.dhs.vic.gov.au/pdpd/pdfs/iyvgoodgovernance.pdf

Victorian Government Department of Human Services, 2003, August, Victorian Public Hospital Governance Reform Panel Report. Retrieved 1 September 2005 from http://www.health.vic.gov.au/governance/governance-review03.pdf

Victorian Government Department of Premier and Cabinet,2003, December, Guidelines for the Appointment and Remuneration of Part-time Non-Executive Directors of State Government Boards and Members of Statutory Bodies and Advisory Committees. Retrieved 1 November 2005 from
www.dpc.vic.gov.au/CA256D800027B102/Lookup/GuidelinesfortheAppointmentand RemunerationofPartTime Non-ExecutiveDirectorsof StateGovernmentBoards and MembersofStatutory BodiesandAdvisory Committees/$file/TheGuidelines.doc

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Victorian Government Department of Primary Industries, 2005, Governance Guidelines: for DPI Portfolio Statutory Authority Board Members, Department of Primary Industries, Melbourne

Victorian Government Department of Sustainability and Environment, 2004, October, Governance Guidelines for DSE Portfolio Statutory Authority Board Members: An introduction to governance and government stakeholders for new board members, Victorian Government Department of Sustainability and Environment, Melbourne

Victorian Government Department of Treasury and Finance 2004, November, Corporate Monitoring & Governance: a comprehensive guide for Government Business Enterprises. Melbourne: Commercial and Infrastructure Risk Management Group, Department of Treasury and Finance

Yarra Bend Park Trust, 2005 June, Corporate Governance Charter

Legislation

Audit Act 1994

Financial Management Act 1994

Freedom of Information Act 1982

Health Records Act 2001

Information Privacy Act 2000

Ombudsman Act 1973

Public Administration Act 2004

Public Records Act 1973

Public Sector Management and Employment Act 1998

State Owned Enterprises Act 1992

Whistleblowers Protection Act 2001

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Last Updated: 03/16/2009.
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