nbn’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 the object to roll out, operate and maintain a national broadband network consistent with Australian Government policy.
nbn’s Board Charter, which is reviewed annually, 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 include:
The Board currently comprises six 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:
To assist the Board to fulfil its responsibilities and to exercise independent judgment when making decisions, the Board collectively and each Director individually:
nbn is committed to building a diverse workforce and creating an inclusive environment. In making appointments of executives, management and senior staff, nbn has regard to Government policy on fostering a culture that embraces diversity. Learn more about nbn's diversity policy.
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 an annual strategic planning meeting attended by Directors and key executives. nbn’s Shareholder Ministers and representatives of its Shareholder Ministers’ Departments are invited to attend the meeting. External guest speakers may also be invited to present at the meeting.