AR 2014-15: 4. Governance and Organisational Structure

4.1 Our governance

As CenITex provides commercially oriented ICT services, we recognise that our relationship with our customers must be based on sound, commercial arrangements. Our service-level agreements and memoranda of understanding are underpinned by a Customer Service Catalogue and transparent prices.

The formal governance role is assigned to the CenITex Board, comprising independent members -  Randall Straw as chairman and Dr Richard Tait, Conrad Harvey and Johanna Barker as non-executive directors.

Operational responsibility is assigned to the CenITex Executive Leadership Team. These roles are supported by a number of operational and advisory groups, some of which have departmental representation.

During the financial year 1 July 2014 to 30 June 2015 persons who held the positions of Minister and accountable officer responsible for CenITex were:

  • The Minister for Technology, the Hon. Gordon Rich-Phillips MLC (to 29 November 2014)
  • The Minister for Finance, the Hon. Robin Scott MLA (from 4 December 2014) 
  • Chief Executive, Michael Vanderheide.


4.2 Relationship to the Minister

The Victorian Government Minister responsible for CenITex is the Minister for Finance.

It is the responsibility of the board to advise the Minister directly in relation to all matters falling within the Minister’s areas of responsibility as they relate to CenITex.


4.3 Board of Directors

Chairman of CenITex is Randall Straw, appointed to the board on 17 December 2013 for two years and appointed Chair on 9 April 2014. He has over 30 years’ experience in government ICT, formerly serving as Deputy Secretary of Innovation and Technology at the then-Department of Business and Innovation and prior to that as Executive Director Multimedia Victoria and a range of other ICT and technology related positions. He has extensive knowledge of and experience in the management of large scale ICT and technology related reform projects in government.

 Dr Richard Tait, appointed to the board on 17 December 2013 for two years, is one of Australia’s most experienced information technology executives, having served in a range of strategically important Chief Technologist and Chief Information Officer roles, including Goldman Sachs, JB Were and ANZ Bank. He is a recognised authority on the delivery of major transformation programs and risk management. He is Managing Director and principal consultant of Aquitaine Consulting.

Conrad Harvey, appointed to the board on 17 December 2013 for two years, brings a wealth of experience in the innovative use of ICT in service delivery. He is a former Group General Manager of Coles, where he led the transformation of service delivery through information technology and digital delivery channels. He is also a member of the Victorian ICT Advisory Committee, where his strategic insights and industry knowledge are highly valued.

 Johanna Barker, appointed to the board on 8 April 2014 for 21 months, has extensive corporate, banking and IT management experience, in particular in the establishment and management of shared services. Johanna (Joh) is a former executive manager of the ANZ Bank and has held senior finance, IT and business positions at SMS Ltd and IBM. She is also a former member of the Victorian Government Shared Services Advisory Board.

Board meetings
There were 11 board meetings during 2014-15.

Director Number of meetings attended  Number of meetings eligible to attend
Randall Straw (Chairman) 10 11
Dr Richard Tait  10 11
Conrad Harvey  10 11
Johanna Barker  11 11


4.3.1 CenITex governance – committees

Audit and Risk Committee

The Audit and Risk Committee (ARC) is an independent standing committee reporting to the CenITex board. Its purpose is to assist the board to fulfil responsibilities relating to:

  • the integrity and quality of CenITex’s financial reporting and disclosures
  • the adequacy of internal control framework that CenITex uses to identify and manage key business, financial, fraud and regulatory risks
  • the external auditor’s annual audit of CenITex’s financial statements
  • CenITex’s compliance with relevant laws, regulations, standards and codes.

The ARC consists of four non-executive members who are independent of CenITex management.

ARC membership

Dr Richard Tait (Chair)
Johanna Barker (joined the committee at the August 2014 meeting)
Sue Carter (ceased membership after the August 2014 meeting)
Peter Goddard
John Craven

ARC meetings

There were four meetings during the year.

Risk management

CenITex has a well-defined and integrated approach to planning and risk management. Our approach facilitates appropriate identification, assessment and control of risks to our operations and corporate strategy. It provides the framework for our continuous improvement activities and asset refresh programs to ensure that they are focussed on the areas of highest priority.

Risk management is overseen by the Audit and Risk Committee, which ensures that our risk management approach complies with relevant obligations and meets organisational needs.

CenITex has an enterprise risk management framework that provides a coordinated, organisation-wide approach to risk management and that guides our focus on service delivery reform. Risks are regularly reviewed and monitored, especially those internal and external risks that could have an impact on our ability to achieve our financial, customer and people goals and meet our legal and compliance responsibilities.

Key risks actively managed by CenITex include risks to cybersecurity; service continuity; financial sustainability; and staff retention and engagement.

Remuneration Committee

The Remuneration Committee is a standing committee of the CenITex board. Its primary roles include maintaining the Remuneration and Employment Policy, providing recommendations for the annual executive remuneration review, remuneration compliance, and appointment of the CenITex Chief Executive.

RC membership

Randall Straw
Conrad Harvey

RC meetings

There were two meetings during the year.


4.4 Organisational structure

CenITex is arranged in five key business streams:

  1. Customer Engagement
  2. Service Operations
  3. Strategy Coordination
  4. Finance
  5. Human Resources.

The five stream leaders make up the Executive Leadership Team (ELT), together with the Chief Executive, to whom the members report. The Chief Procurement Officer reports directly to the Chief Executive but is not a member of the ELT. 

A forum known as the CenITex Leadership Group is made up of ELT members and their direct reports who are also senior managers. It meets regularly to review and discuss key performance and strategic issues and lead key organisation-wide initiatives.


4.5 Executive Leadership Team key roles and responsibilities

Chief Executive – Michael Vanderheide

  • advises the board on establishment and implementation of a strategy for CenITex and delivers the agreed strategy 
  • ensures that the necessary people, processes and systems are in place to deliver infrastructure, network, operating system projects and upgrades across the customer departments 
  • engages with senior customer stakeholders and industry representatives 
  • provides leadership to the CenITex organisation and builds a constructive and customer-oriented culture.

Director Customer Engagement – Bill Diamond

  • serves as the key enabling interface between CenITex and its customers 
  • responsible for account management, service level agreements, service catalogue and customer communications.

Director Service Operations – Peter Bon

Coordinates and carries out day-to-day activities to deliver and manage services and projects to agreed levels, including:

  • infrastructure services
  • workplace services
  • technical support services
  • operational security
  • Service Centre, request fulfilment and incident and problem management
  • service acceptance and improvement.

Director Strategy Coordination – Mike Delaney

  • coordinates and manages business strategy, business trends and strategic research 
  • manages corporate communications and liaison 
  • provides business and customer reporting
  • provides board support, legal services, and risk and compliance services.

Chief Financial Officer – Catherine Ho

Responsible for:

  • financial analysis and reporting
  • cash management
  • asset management
  • budgeting and financial modelling
  • accommodation services.

Director Human Resources – Catherine Proud 

Responsible for:

  • strategic people planning
  • capability development, including learning and development, management and leadership development
  • workforce planning, recruitment and staff movement
  • performance, reward and recognition
  • occupational health and safety, and employee wellbeing
  • entitlement management (including payroll)
  • industrial relations.