Agriculture Victoria Services Pty Ltd

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Corporate Governance

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AVS has established a comprehensive governance framework to ensure that the Company complies with its legal obligations, meets expected standards of propriety and delivers against its corporate responsibility to provide intellectual property and commercialisation services to the Department.

 

Company Structure and Function

 

AVS is a private Company incorporated under the provisions of the Corporations Act 2001. The Government of Victoria beneficially owns 100% of the Company’s issued capital with the shareholder being represented through the Minister for Agriculture.

 

The primary role of the Company is to protect, manage and commercialise intellectual property created by the Department’s agriculture research and development divisions.

 

AVS has five million issued shares that are held non-beneficially on behalf of the State of Victoria by Mr Adam Fennessy, the Department of Environment, Land, Water and Planning (DELWP) Secretary.

 

The shares are subject to a declaration of trust that requires the shareholder to exercise their rights In such manner as the Minister for Agriculture or their delegate shall from time to time direct.

 

Responsibilities and Composition of the Board of Directors

 

The directors of AVS are responsible for the overall corporate governance of the Company including the setting of direction, establishment of goals and monitoring of performance.

 

The Board currently consists of six Non-Executive Directors. Directors are appointed in accordance with the Victorian Government’s Appointment and remuneration guidelines for Victorian government boards, statutory bodies and advisory committees. The current Board members are as follows:

 

Director

 

Dr Clive Noble (Chairman)

Ms Kathryn Adams    

Dr Richard Aldous     

Ms Sandra (Sam) Andersen        

Dr Amanda Caples

Mr Peter Turvey            

 

Board Committees

 

The Board currently has three standing Committees.

 

Audit and Risk Management Committee

 

The purpose and objectives of the Audit and Risk Management Committee (ARMC) are defined in the AVS Audit & Risk Management Committee Charter and include oversight and advice on matters of accountability, compliance, performance and risk management. The current ARMC members are:

 

Ms Sam Andersen                   Chairman of ARMC and AVS Director

Mr Tony Christianen                 Independent Member

Mr Peter Turvey                       AVS Director

 

 

The Audit & Risk Management Committee is assisted in the discharge of its duties by HLB Mann Judd Pty Ltd, who is appointed as the Company’s internal auditors for a three-year period to June 2018.

 

Remuneration committee

 

The Remuneration Committee meets on an as needed basis to determine, approve and set remuneration terms and conditions for Company employees. All Directors are members of the Remuneration Committee.

 

Investment committee

 

The Investment Committee is constituted under the AVS Investment Policy and Procedure. It is responsible for assisting and advising the AVS Board on matters relating to the investment of AVS funds and their periodic review and valuation. All Directors are members of the Investment Committee.