AR 2015-16 Governance and Management

4.1 Governance

CenITex is governed by a Board which is appointed by the Governor-in-Council on the recommendation of the organisation’s portfolio minister, the Minister for Finance. On 8 January 2016, the Government approved the composition of the CenITex Board, which saw the reappointment of all four existing board members (Randall Straw as Chair, Richard Tait, Conrad Harvey and Johanna Barker) and the addition of four new board members (Richard Bolt, Kathryn Anderson, Amanda Cattermole and Gail Moody). Julie Fahey was subsequently appointed to the board on 19 April 2016. 

The CenITex Executive Leadership Team has operational responsibility and is supported by operational and advisory groups, most including departmental representatives. During the financial year 1 July 2015 to 30 June 2016 the positions of Minister and accountable officer responsible for CenITex were held by:

  • The Minister for Finance, the Hon. Robin Scott MLA
  • 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 on all matters within the Minister’s areas of responsibility as they relate to CenITex.

4.3 Board of Directors

Randall Straw (Chair) was appointed to the board on 17 December 2013 and reappointed on 22 December 2015, and he became Chair on 9 April 2014. Randall has over 31 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 was appointed to the board on 17 December 2013 and reappointed on 22 December 2015. Richard 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. 

Conrad Harvey was appointed to the board on 17 December 2013 and reappointed on 22 December 2015. Conrad 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 currently Managing Director of Certanti, an innovative digital company bringing new thinking to physical stores and financial services. 

Johanna Barker was appointed to the board on 8 April 2014 and reappointed on 9 January 2016. Johanna (Joh)has extensive corporate, banking and IT management experience, in particular in the establishment and management of shared services. She 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. 

Richard Bolt was appointed to the board on 22 December 2015. Currently the Secretary of the Department of Economic Development, Jobs, Transport and Resources, supporting nine ministers across 13 portfolios, he is one of the Victorian Public Service's most senior leaders. Richard has previously served as Secretary of the Department of Education and Early Childhood Development (2011-14) and Secretary of the Department of Primary Industries (2006-11). He is a National Fellow of the Institute of Public Administration Australia (IPAA) and Chair of the Grampians Regional Management Forum. He has also served as a Director of Schools Connect Australia and Co-Chair of the Children's Services Coordination Board. 

Kathryn Anderson was appointed to the board on 22 December 2015. Kathryn is Deputy Secretary Corporate Services with the Department of Environment, Land, Water and Planning. She is responsible for the delivery of a range of corporate support and advisory services, including people and culture, finance and planning, business operations, legal, information and communications services. Kathryn has more than 25 years’ experience as a public servant, across Commonwealth, Queensland and Victorian jurisdictions, including six years with the Queensland Department of Premier and Cabinet. 

Amanda Cattermole was appointed to the board on 22 December 2015. Amanda is Deputy Secretary, Community Services Program and Design with the Department of Health and Human Services. She is responsible for leading and overseeing the development of operational policy and funding frameworks for housing, homelessness, family violence, family support, disability, child protection, out of home care and youth justice services. She has extensive social policy experience across Commonwealth, state and territory governments, including Western Australia and the Northern Territory.

Gail Moody was appointed to the board on 22 December 2015. Gail has been Deputy Secretary, Corporate Governance and Infrastructure in the Department of Justice & Regulation since August 2007. She is responsible for overseeing the department's key public accountability and governance requirements, including procurement, performance monitoring and reporting, risk, audit, ICT, environment, and coordination of Budget. She also manages the governance and delivery of the Ravenhall Prison Project, and other major construction, procurement and ICT projects. Prior to joining the Department of Justice & Regulation, Gail held senior roles in the departments of Infrastructure and Transport. 

Julie Fahey was appointed to the board on 19 April 2016. Julie has over 30 years’ experience in technology with KPMG, SAP, General Motors, Exxon and Western Mining, and has fulfilled roles including Program Management, CIO, software vendor, and consultant. Julie retired from KPMG in June 2014 where she spent 10 years in leadership roles including National Lead Partner Telecommunications, Media and Technology, and National Managing Partner – Markets. She is currently a board member of Datacom, disability services organisation Yooralla and a Non-Executive Director of Seek. 

Board meetings
There were 10 board meetings during 2015-16.

Director
Number of meetings attended
Number of meetings eligible to attend
Randall Straw (Chair)
9
10
Richard Tait
8
10
Conrad Harvey
9
10
Johanna Barker
8
10
Richard Bolt
3
6
Kathryn Anderson
4
6
Amanda Cattermole
6
6
Gail Moody
6
6
Julie Fahey
3
3

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 the 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 effective operation of the CenITex risk management framework, which includes risks to cyber security; service continuity; financial sustainability; and staff retention and engagement.

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

Johanna Barker (became Chair at the February 2016 meeting) 
Richard Tait 
Peter Goddard
John Craven 
Conrad Harvey (joined the committee at the February 2016 meeting) 

ARC meetings
There were four meetings during the year.

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 functional areas:

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

The leaders of each function, and the Chief Executive, make up the Executive Leadership Team (ELT). 

4.4.1 Executive Leadership Team 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 – Nigel Cadywould

  • serves as the key enabling interface between CenITex and its customers
  • responsible for account management and customer communications.

Director Service Operations – Scott Ayer 
Coordinates and manages services and projects to agreed levels, including:

  • infrastructure and workplace services
  • project delivery services
  • operational security
  • IT Service Centre, request fulfilment and incident and problem management.

Director Strategy and Business Coordination – Bill Diamond

  • coordinates and manages business strategy, business trends and strategic research
  • responsible for service strategy, service level agreements, Customer Service Catalogue
  • manages corporate communications and 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
  • procurement.

Director Human Resources – Catherine Proud 
Responsible for:

  • capability development, including learning and development, management and leadership development
  • workforce planning, recruitment and staff movement
  • occupational health and safety, and employee well-being
  • entitlement management (including payroll), industrial relations
  • accommodation services.