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BOARD

NBN Co's Constitution and the Corporations Act 2001 (Cth) establish and define the corporate powers of nbn which are exercised by the Board, unless exercised by the Shareholder Ministers under nbn’s Constitution. 

The powers of nbn must be exercised in accordance with the objects set out in its Constitution, in particular to roll out, operate and maintain a national broadband network and facilitate the implementation of Australian Government broadband policy and regulation.

nbn’s Board Charter, which is reviewed from time to time, sets out the powers and responsibilities of the Board including those matters specifically reserved for the Board and contains nbn’s Directors’ Code of Conduct.

Key responsibilities of the Board

  • establishing and overseeing a sound corporate governance framework;
  • approving nbn’s strategic direction
  • engaging with Shareholder Ministers on Australian Government policy requirements;
  • annually causing a Corporate Plan to be prepared and submitted to Government;
  • supervising management in the implementation of nbn’s strategic direction, the Corporate Plan and compliance with legal and regulatory obligations;
  • taking the necessary steps to ensure compliance with the duties and obligations imposed on the Board and nbn by law and nbn’s Constitution;
  • setting work health, safety and environmental performance objectives; developing appropriate policies and controls, ensuring legal compliance and ongoing progress monitoring
  • approving and supervising the implementation of an appropriate internal governance framework for nbn;
  • ensuring nbn acts within its powers as set out in its Constitution
  • regularly monitoring the ongoing independence of each Director and the Board generally; and
  • establishing and maintaining a register of interests to ensure potential conflicts can be managed and identified.

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The Board currently comprises seven Non-Executive Directors and one Managing Director who is the Chief Executive Officer. Directors are appointed by the Commonwealth which also determines the Director’s term of office at the time of appointment. Although the maximum term of office is three years, a Director is eligible for re-appointment on the expiry of his or her term of office. The Chairman must be appointed by the Commonwealth from amongst the Directors and is not an nbn executive.

The Board may delegate its powers as it considers appropriate and has:

  • established a formal delegation of authority framework;
  • delegated many of its powers to the CEO who is responsible for implementing strategic objectives, policies, the Corporate Plan and budget of nbn (approved by the Board) and additional responsibilities set out in nbn’s Constitution. The CEO has delegated some of his powers to nbn’s Executive Committee; and
  • established standing committees to streamline the discharge of its responsibilities.

To enable Directors to fulfil their responsibilities and to exercise independent judgment when making decisions, the Board collectively and each Director individually:

  • has access to:
    (a) any information in the possession of nbn;
    (b) any information relating to nbn subsidiaries;
    (c) management to seek explanations and information in relation to nbn and to nbn’s auditors (both internal and external) to seek explanations and information in relation to the management of nbn;
  • with the prior written consent of the Chairman, may seek any independent professional advice in accordance with nbn's Funding Directors’ Access to Independent Advice Policy; and
  • may seek any advice or services to be provided to nbn by third party advisers in accordance with applicable nbn policies and procedures, as amended from time to time.

nbn believes there is strength in diversity and opportunity through inclusion. It will continue to create a diverse and inclusive workplace that accepts, respects and leverages differences. 

The Board seeks to ensure it has an appropriate mix of skills, experience and diversity to enable it to effectively discharge its responsibilities. This is supported through one of the Board’s standing committees, the Nominations Committee, which undertakes a review of Directors' skills and experience in the form of a skills matrix at least annually, and a review of the composition of the Board which is reported upon annually to the Shareholder Ministers in the form of an annual Board Plan.

nbn holds strategic planning meetings attended by Directors and key executives. From time to time nbn’s Shareholder Ministers and representatives of its Shareholder Ministers’ Departments may be invited to attend a strategic planning meeting. External guest speakers may also be invited to present at a meeting.