CONTENTS
SOUTH AUSTRALIAN FORESTRY CORPORATION
BOARD and CORPORATE GOVERNANCE
The South Australian Forestry Corporation
was established on January 1, 2001 when the South Australian
Forestry Corporation Act 2000 came into operation.
The corporation trades as ForestrySA and
as a public corporation is also subject to the provisions of
the Public Corporations Act 1993. The Board of the corporation
is responsible to the Minister for Forests for
ForestrySA’s operations and activities in accordance with
an approved Charter and Performance Statement.
COMPOSITION OF THE BOARD
The Board comprises five independent
non-
executive directors, including the Chairperson. The inaugural Board’s term ended on December 31, 2003 with the current Board being appointed from January 1, 2004 for a one-year period.
executive directors, including the Chairperson. The inaugural Board’s term ended on December 31, 2003 with the current Board being appointed from January 1, 2004 for a one-year period.
CORPORATE PROFILE
SOCIAL
ENVIRONMENTAL
ECONOMIC
FINANCIAL STATEMENT
Sybella Blencowe (Chairperson)
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Ms Blencowe is a lawyer in private
practice
specialising in environmental, planning and local government law and corporate governance. She holds a Bachelor of Arts (ANU), Master of Town Planning (University of Adelaide) and Bachelor of Laws (University of Adelaide). She was formerly a member of the board of SAGRIC International Pty Ltd and of the Major Developments Panel. Before joining the South Australian Forestry Corporation Board, she was a ForestrySA Advisory Board Member from June 1998 to December 2000. Since November 2001 she has been the Chair
of the Abalone Fisheries Management Committee and Chairperson of the City of Marion Development Assessment Panel since June 2003.
specialising in environmental, planning and local government law and corporate governance. She holds a Bachelor of Arts (ANU), Master of Town Planning (University of Adelaide) and Bachelor of Laws (University of Adelaide). She was formerly a member of the board of SAGRIC International Pty Ltd and of the Major Developments Panel. Before joining the South Australian Forestry Corporation Board, she was a ForestrySA Advisory Board Member from June 1998 to December 2000. Since November 2001 she has been the Chair
of the Abalone Fisheries Management Committee and Chairperson of the City of Marion Development Assessment Panel since June 2003.
Sybella Blencowe
Chairperson
Chairperson
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Stephen Duncan
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Mr Duncan is a Chartered Accountant and a
Partner of the national firm of specialist corporate advisors,
KordaMentha. He has been practising in the area of Corporate
Advisory, Turnaround Management and Financial Consulting
Services since 1980. He specialises in all forms of personal
and corporate financial reconstructions, general strategic
planning including consulting to management, government and
Boards of Directors.
Julie Meeking
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Ms Meeking has an MBA with a background in
merchant banking and commerce. She is principal of a consulting
firm specialising in strategic and financial corporate
services. She is a member of the South Australian Remuneration
Tribunal and the Board of Governors of Walford Anglican School
for Girls. In recent years, she has held directorships of
numerous organisations including Enterprise Workshop Inc,
Australian Dance Theatre, and State Supply. Before joining the
Board, she was a ForestrySA Advisory Board Member from 1997 to
December 2000.
David McLeod (until December 31, 2003)
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Mr McLeod is a senior partner at Law Firm
Lempriere Abbott McLeod with wide experience in management, institutional
advice, litigation and military advocacy. He is a previous
Mayor of Unley and legal adviser to the Local Government
Association. He chaired the Ashford Hospital Board for ten
years. He is a decorated officer and Head of the Royal
Australian Air Force Specialist Legal Reserve with the rank of
Wing Commander providing advice to commanders and participating
in Boards of Inquiry. He is currently completing his Masters of
Military Law at Melbourne University.
Warren Wilson (until December 31, 2003)
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Mr Wilson is a former Executive Director
of the Royal Hong Kong Jockey Club and a former Chairperson of
the Lotteries Commission of South Australia. He is currently
non-executive Director of TABCorp Holdings Limited and Chairman
of the TABCorp Compliance Committee. Mr Wilson is a partner in
the Pier Hotel located on the Glenelg Foreshore.
Diana Lloyd (from January 1, 2004)
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Mrs Lloyd is a forest scientist and
consultant with wide experience in forest management, forest
industry development and community liaison. She has an
extensive knowledge of the Australian plantation timber
industry. She was formerly the Executive Officer of the Green
Triangle Regional Plantation Committee.
John Ross (from January 1, 2004)
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Mr Ross has extensive local government and
public sector governance experience. He has been an elected
member of the Tatiara District Council since 1979 and is
currently chairman of the Council. He was president
of the Australian Local Government Association (ALGA) between 1999 and 2002, and a member of the Council of Australian Governments (COAG). He is currently chairman of the Local Government Workers’ Compensation Scheme and the Local Government Mutual Liability Scheme.
of the Australian Local Government Association (ALGA) between 1999 and 2002, and a member of the Council of Australian Governments (COAG). He is currently chairman of the Local Government Workers’ Compensation Scheme and the Local Government Mutual Liability Scheme.
Stephen Duncan
Julie Meeking
David McLeod
Warren Wilson
Diana Lloyd
John Ross
RESPONSIBILITIES OF THE BOARD
The Board has overall responsibility for
the corporate governance of the corporation. In discharging its
responsibilities the Board has established a corporate
strategic plan for ForestrySA and monitors management
performance to the plan as well as overseeing the establishment
of internal controls and risk management strategies. The Board
approves and monitors performance to the budgets; business
plans and business strategies prepared by management and
oversee the appropriateness of the organisational structure and
arrangements.
The Board is committed to the principles
of corporate governance and to high ethical and business
standards throughout ForestrySA. The Board has recently
reviewed ForestrySA’s corporate governance practices to
reflect best practice as promoted in contemporary corporate
governance guidelines.
The Board has delegated to the Chief
Executive the responsibility for implementing the strategic
plan, for the day-to-day management of ForestrySA and to ensure
that ForestrySA management and employees adopt high ethical
standards in all aspects of conducting ForestrySA’s
business.
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Board Meetings
Board meetings attended by
members in 2003–2004 (maximum 12 meetings)
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Sybella Blencowe
Julie Meeking
Stephen Duncan
Warren Wilson
David McLeod
Diana Lloyd
John Ross
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12
11
12
5 (To December 31, 2003)
6 (To December 31, 2003)
6 (From January 1, 2004)
6 (From January 1, 2004)
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During the year no benefit was received by
any member of the Board, apart from approved Board remuneration,
from any interest or involvement in ForestrySA’s
operations or activities.
Board Committees
To assist the Board the following
committees have been established:
Audit Committee
The Board maintains an Audit Committee as
a commitment to sound Corporate Governance, and to comply with
the requirements of the Public Corporations Act 1993. The
Committee operates under a charter approved by the Board.
The Audit Committee conducted an
assessment of systems and practices to facilitate the
development and maintenance of effective internal control,
continuous improvement and risk management.
The Board has engaged Ernst and Young to
provide an internal audit function and to assist the Audit
Committee and management in providing independent advice on
ForestrySA’s business processes, internal controls and
risk management. Specific projects were assigned to Ernst and
Young to assess the adequacy of internal controls and risk
management associated with identified functions.
During the year the Audit Committee
developed a detailed internal audit plan to:
• assess internal controls and risk
management strategies and determine their adequacy and
functional effictiveness.
• review business activities and
processes and provide an independent opinion and advice on
compliance with corporate governance obligations.
In addition, the Audit Committee has the
responsibility to review ForestrySA’s annual financial
statements to ensure that the statements represent a fair and
true view of the affairs of ForestrySA, are consistent with the
requirements of accounting standards and statutory reporting
requirements and to provide the Board with assurance of the
reliability of financial information and financial reports.
The Committee also liaised with Auditor
General’s staff regarding the external audit program and
the resolution of matters arising from annual and periodic
audits.
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Audit Committee Meetings
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Members
Stephen Duncan (Chair)
Sybella Blencowe
Warren Wilson
Diana Lloyd
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Meetings Attended
3
2
2 (To December 31, 2003)
1 (From January 1, 2004)
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The Executive and Senior Management Review
Committee
The Review Committee operates under a
charter approved by the Board and its duties include:
• the development of the senior
executive remuneration profile including making recommendations
to the Board regarding the employment contracts and
remuneration benefits of the Chief Executive and of Senior
Executives reporting to the Chief Executive; and,
• advising the Board on matters
affecting the employment conditions within ForestrySA.
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Review Committee Meetings
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Members
Julie Meeking (Chair)
Sybella Blencowe
David McLeod
John Ross
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Meetings Attended
5
5
3 (To December 31, 2003)
2 (From January 1, 2004)
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Business Sustainability
The Board is committed to the long-term
sustainability of ForestrySA‘s business activities,
operations and renewable forest resources to optimise the
economic, environmental and social benefits to all ForestrySA
stakeholders.
The Board is committed to the maintenance
of ForestrySA’s quality, environmental and safety
management systems and to the retention of ForestrySA’s
certification to ISO 9001:2000 (International Quality
Management Standard) and ISO 14001 (International Environmental
Management Standard).