Corporate governance

ALRC accountability and governance requirements are met through its Accountable Authority Instructions. These provide the framework to ensure that the ALRC meets its obligations and responsibilities with regard to governance, reporting and accountability of Commonwealth entities and for their use and management of public resources, in line with the requirements of the Public Governance, Performance and Accountability Act 2013 (PGPA Act).

Ministerial powers

The Minister responsible for the ALRC is the Attorney-General of Australia.

The ALRC is a statutory agency under the PGPA Act and an employer subject to the Public Service Act 1999.

The ALRC is constituted under the Australian Law Reform Commission Act 1996 (ALRC Act). Section 20 of the ALRC Act states that the Attorney-General may refer matters to the ALRC for review.

Members of the Commission

The President is the Accountable Authority of the ALRC. During 2016–17 there was one part-time Commissioner, appointed to the Inquiry into the Incarceration Rates of Aboriginal and Torres Strait Islander Peoples, and two other part-time Commissioners. Table 4 lists members of the ALRC during 2016–17 and their terms of appointment. On 30 June 2017, there were three members of the ALRC—one full-time member and two part-time members.

Table 4: Members 2016–17

Emeritus Professor Rosalind Croucher AM, President

Before her appointment as ALRC Commissioner and President, Professor Croucher was Dean of Law at Macquarie University (from 1999). Prior to this she was a member of the law faculties of the University of Sydney and the University of New South Wales. Professor Croucher served as Chair of the Council of Australian Law Deans (2002); Vice President (Western Pacific), International Academy of Estate and Trust Law (1998–2005); Chair of the Scientific Committee for the World Congress of Medical Law 2004; and on the Program Committee for the 8th biennial conference of the International Association of Women Judges 2006.

Professor Croucher has lectured and published extensively, principally in the fields of equity, trusts, property, inheritance and legal history. She is an Honorary Fellow of the Australian College of Legal Medicine and a Foundation Fellow of the Australian Academy of Law.

On 26 January 2015, Professor Croucher was conferred the award of Member of the Order of Australia for “significant service to the law as an academic, to legal reform and education, to professional development, and to the arts”.

Professor Croucher is an Adjunct Professor of Macquarie University.

The Hon Justice Nye Perram, Part-time Commissioner

Justice Nye Perram was appointed a part-time Commissioner of the ALRC for a term of three years on 28 November 2012. He was reappointed for a further year in 2015 and a further three years in 2016.

Justice Perram graduated from the University of Sydney with a Bachelor of Arts and a Bachelor of Laws and from the University of Oxford with a Bachelor of Civil Law.

Justice Perram practised as a barrister in New South Wales from 1993 and was appointed senior counsel in 2006. He was appointed to the Federal Court of Australia in 2008. At the time of his appointment to the Federal Court he was a member of the Law and Justice Foundation and the New South Wales Bar Council.

Justice Perram has specialised in constitutional law, administrative law, commercial law and equity. In 2005, he was a Director of the Public Interest Law Clearing House, an independent, not-for-profit legal referral service. He is currently Deputy President of the Copyright Tribunal.

The Hon Justice John Middleton, Part-time Commissioner

Justice Middleton was appointed a part-time Commissioner of the ALRC for a term of three years on 28 November 2012. He was reappointed for a further year in 2015 and a further three years in 2016.

Justice Middleton was appointed to the Federal Court of Australia effective from 31 July 2006, is currently President of the Australian Competition Tribunal and was appointed a presidential member of the Administrative Appeals Tribunal effective from 24 November 2010.

Justice Middleton graduated from the University of Melbourne as Bachelor of Laws (First Class Honors) and from the University of Oxford as Bachelor of Civil Law (First Class Honors). He was the Winter Williams Scholar (University of Oxford (1976)). He was admitted to practise as a barrister and solicitor of the Supreme Court of Victoria in 1976. After serving as Associate to Sir Ninian Stephen, then Justice of the High Court of Australia, he was called to the Bar in 1979 where he practised predominantly in constitutional and administrative law, resources law and commercial law.

Justice Middleton was appointed one of Her Majesty’s Counsel for the State of Victoria in 1991 and subsequently became Chairman of the Victorian Bar Council. He was awarded the Centenary Medal in 2003 for services, as a former Chairman of the Bar Council, to the community and to education.

Judge Matthew Myers AM, Part-time Commissioner

Judge Myers was appointed a part-time Commissioner of the ALRC on 7 February 2017, to lead the Inquiry into the Incarceration Rates of Aboriginal and Torres Strait Islander Peoples.

Judge Myers was appointed to the Federal Circuit Court of Australia in 2011. He is an Adjunct Professor of Law at the University of New South Wales and a fellow of the Australian Academy of Law. Judge Myers holds a Bachelor of Arts and a Bachelor of Laws from the University of New South Wales, a Master of Applied Law (Family Law) from the College of Law and a Vocational Graduate Diploma of Family Dispute Resolution from Bond University.

Judge Myers was awarded the NSW Law Society President’s medal in 2011 and received the award of Member of the Order of Australia in 2013 for ‘significant services to the community in the area of welfare and family law’.

Prior to his appointment, Judge Myers undertook work as a Notary Public, Accredited Collaborative Family Lawyer and as an Accredited Family Law Specialist with separate accreditation in New South Wales, Victoria and Queensland. Judge Myers was a Nationally Accredited Mediator and an Accredited Family Dispute Resolution Practitioner.

Judge Myers is a member of: the Board of Family and Relationship Services Australia; the CatholicCare Advisory Council (Broken Bay Dioceses); the Law Society of New South Wales Indigenous Issues Committee; the Central Coast Family Law Pathways Network Steering Committee; and Co-Chair of the Aboriginal Family Law Pathways Network.

Remuneration

The Commonwealth Remuneration Tribunal determines the remuneration for all ALRC Commissioners.

Policies

The Accountable Authority Instructions and the ALRC Policy Manual contain current ALRC policies, guidelines and procedures on a range of administrative matters. ALRC policies are regularly reviewed and revised, as required. All new and revised policies are approved by the President.

New policies implemented or updated during 2016–17 include:

• Enterprise Risk Management Plan 2017–19
• Enterprise Operational Risk Management Plan 2017–19
• Business Continuity Plan.

Policies that concern interaction with members of the public are published on the ALRC website. New staff members are advised of ALRC policies as part of the induction process and all staff have access to ALRC policies via the intranet.

Corporate planning

The ALRC Corporate Plan 2016–20 is reproduced in Appendix A. The Corporate Plan is also available on the ALRC website.

Financial management and audit

The audit of the 2015–16 financial statements was performed by the Australian National Audit Office (ANAO). The Auditor’s opinion was that the financial statements of the ALRC were prepared in accordance with all relevant legislation and Finance Minister’s Orders and give a true and fair view of the ALRC’s financial position and performance. The ANAO conducted an interim audit of the ALRC 2016–17 financial accounts and provided an interim report to the Audit Committee on 26 June 2017. No material issues were identified at this time.

The ALRC Audit Committee is established in compliance with section 45 of the PGPA Act and section 17 of the Public Governance, Performance and Accountability Rule 2014 (PGPA Rule). The objective of the Audit Committee is to provide independent assurance and assistance to the President on the ALRC risk, control and compliance framework, and its financial and performance reporting responsibilities.

The ALRC President authorises the Audit Committee, within its responsibilities, to:

• obtain any information it requires from any employee or external party (subject to any legal obligation to protect information);
• discuss any matters with the external auditor, or other external parties (subject to confidentiality considerations);
• request the attendance of any employee, including the President, at Audit Committee meetings; and
• obtain legal or other professional advice, as considered necessary to meet its responsibilities, with the prior approval of the President.

Section 17 of the PGPA Rule provides that the Audit Committee must consist of at least three persons who have appropriate qualifications, knowledge, skills or experience to assist the Committee to perform its functions. The members of the ALRC Audit Committee, taken collectively, have a broad range of skills and experience relevant to the operations of the ALRC. This section also requires that the majority of the members of the Audit Committee of a non-corporate Commonwealth entity must be persons who are not officials of the entity.

The ALRC Audit Committee comprises three members, appointed by the President, as follows:

• Part-time Commissioner: Justice Nye Perram (Chair) (resigned in June 2017)
• External Member: Kathryn Hunter, Chief Financial Officer, Federal Court
• External Member: Darrell Yesberg, Chief Financial Officer, Australian Human Rights Commission
• External Member: Megan Pitt, Director, Australian Government Solicitor.

A representative of the ANAO is also invited to attend meetings of the Audit Committee.

The ALRC Audit Forward Plan sets a meeting schedule and outlines the activities of the Audit Committee over the next financial year. The Audit Committee met on 9 September 2016, 16 March 2017 and 26 June 2017.

Fraud control and risk management

The ALRC’s Accountable Authority certifies that the ALRC has prepared Fraud Risk Assessments and a Fraud Control Plan for 2016–18. The ALRC has a commitment to fraud control and for promoting efficient, effective and ethical use of Commonwealth resources. The ALRC Fraud Control Plan (FCP) will be reviewed in July 2017. The FCP is a strategic document drawing together all fraud prevention, detection, minimisation and reporting initiatives adopted by the ALRC to control fraud. The FCP provides the ALRC with appropriate mechanisms for preventing, detecting, investigating or otherwise dealing with, and recording or reporting fraud that meet the specific requirements of the ALRC. The FCP was developed from a risk assessment and is an integral part of the ALRC Assurance and Governance Framework. The ALRC also has a Fraud Policy Statement that sits alongside the FCP.

Fraud against the ALRC is defined as dishonestly obtaining a benefit, or causing a loss, by deception or other means. The President has responsibility for the corporate governance of the ALRC and for ensuring compliance with the Commonwealth Fraud Control Guidelines. The ALRC Audit Committee is responsible for the ongoing monitoring and review of the fraud control framework, including the actions agreed to in the FCP. The Executive Director is the Fraud Control Officerand is responsible for ensuring that the appropriate processes are in place to manage the risk of fraud.

During 2016–17, the ALRC has taken all reasonable measures to minimise the incidence of fraud and has raised awareness of fraud control among employees to foster an environment that encourages employee involvement in the strategies to prevent fraud.

Overall, the ALRC has a low to negligible residual fraud risk profile, with an effective control environment. In accordance with s 8.14 of the Commonwealth Fraud Control Guidelines, the ALRC collects any information relating to fraudulent matters and reports it to the Attorney-General’s Department and the Australian Institute of Criminology annually. No fraudulent activity was detected in 2016–17.

Enterprise risk management

Enterprise risk management is a vital component of public sector management and is consistent with the obligations under the PGPA Act. In June 2017, the ALRC engaged an external consultant, Oakton Consultancy, to provide an external key controls audit and to update the ALRC Enterprise Risk Management Plan (ERMP).

The objective of the ERMP is to identify and articulate any organisational risks and to develop a mechanism to track and report on controls in place, and treatments required, to mitigate these risks.

The ALRC has continued to assess and manage its risks through:

• appropriate levels of insurance, including cover for public liability, directors’ liability, and property loss or damage, with nature and levels of cover reviewed annually;
• a positive approach to work health and safety, based on preventative strategies, flexible return to work arrangements and early response to injury;
• provision of training to staff to ensure that they understand their responsibilities and have the skills necessary to fulfil their responsibilities;
• transparent reporting of financial management and operational matters, both internally and externally; and
• updated administrative policies aimed at preventing fraud and managing risk, through a Fraud Control Plan and Business Continuity Plan.

Ethics

The ALRC fosters a culture of integrity, honesty and fairness in the workplace and actively seeks to comply with all relevant laws, regulations, codes and government standards.

Employees of the ALRC are Australian public servants and must follow the APS Values andAPS Code of Conduct, whicharticulate the culture and operating ethos of the ALRC and provide the framework within which employment powers will be exercised by the President. ALRC employees are expected to comply with ALRC policies, and with any lawful direction given by the President and/or their supervisor.

Any suspected or actual breaches of the APS Code of Conduct will be dealt with in accordance with the ALRC’s Procedures for Determining Breaches of the Code of Conduct, established in accordance with s 15(3) of the Public Service Act 1999. During 2016–17, there were no suspected or actual breaches of the APS Code of Conduct.

The ALRC has a Public Interest Disclosure Policy in accordance with the Public Interest Disclosure Act 2013. This Policy is available on the ALRC website and intranet. During 2016–17, there were no public interest disclosures.

Conflict of interest

The ALRC Conflict of Interest Policy has been developed to protect the ALRC’s reputation and integrity; to ensure that employees understand what a conflict of interest is, and how to recognise and avoid a conflict of interest; and to outline the ALRC process for disclosing an actual or potential conflict of interest. This Policy applies to Commissioners, employees, contractors and consultants engaged or employed by the ALRC.

Section 29 of the PGPA Act requires members to disclose any material personal interest in a matter under consideration by the Commission. Section 13(7) of the Public Service Act 1999, which contains the APS Code of Conduct, requires that an APS employee must disclose and take reasonable steps to avoid any conflict of interest (real or perceived) in connection with APS employment. In addition, s 10 of the Act requires that the Australian Public Service performs its functions in an impartial and professional manner.

ALRC employees are required to disclose a potential or actual conflict of interest in advance. Failing to disclose appropriately may be regarded as misconduct. The Executive Director maintains a Conflict of Interest Register that records any reported conflict of interest within the ALRC, for the purpose of monitoring and managing the conflict.

During 2016–17, there were no conflict of interest disclosures.

Full-time Commissioners (members) of the ALRC and the Executive Director make annual declarations of private interests, which are provided to the Attorney-General in August of each year.

Related Party Disclosures

Australian Accounting Standards Board (AASB) 124 sets out the Related Party Disclosures required by reporting entities including those producing General Government Sector financial statements.

The ALRC is committed to complying with applicable Accounting Standards and associated disclosures in the annual financial statements in compliance with AASB 124 and has developed a policy and reporting procedure that meets both the requirements of the AASB and the Department of Finance. This policy requires that ALRC financial statements contain the disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have been affected by the existence of related party relationships and by transactions and outstanding balances, including commitments.

Indemnity

The ALRC carries directors’ liability insurance for all Commissioners of the ALRC and members of the Audit Committee.

Nature of liability

The ALRC insures against damages arising as a consequence of a wrongful act of a director, including an error by omission or commission; a misstatement or misleading statement; or negligent breach of duty.

The ALRC has not indemnified or agreed to indemnify any current or former officer against a liability other than by coverage under the directors’ liability insurance.