The CEFC operates under the CEFC Act, as well as other governing legislation, including the PGPA Act. Under the CEFC Act, the CEFC has two responsible Ministers. The responsible Ministers jointly appoint the CEFC Board, which appoints the Chief Executive Officer, a statutory officer. The CEFC Executive and staff are employed under terms and conditions determined by the Board.
The Board draws on relevant Australian Government policies and incorporates private sector principles of good corporate governance in providing oversight and direction to the Executive.
Two Board committees contribute to effective governance:
- Audit and Risk Committee – which advises and assists the Board in financial governance, financial performance, audit, annual reporting, compliance and risk management.
- Remuneration and Human Resources Committee – which advises and assists the Board in workforce planning, performance evaluation and monitoring, as well as remuneration and succession planning for the CEFC Executive.
The Board has further adopted a Code of Conduct and Ethics, a delegated authority framework and corporate policies and procedures to establish appropriate controls and to provide an ethical decision-making framework for the CEFC. This structure includes a robust set of Investment Policies, a Risk Management Framework and accompanying procedures.
The CEO has responsibility for the day-to-day management of the CEFC, assisted by the Executive team and four executive committees:
- Executive Investment Committee – which reviews all investment proposals.
- Joint Investment Committee – operated in conjunction with the Australian Renewable Energy Agency (ARENA) and which reviews all investment proposals relating to the Clean Energy Innovation Fund.
- Asset Management Committee – which oversees the management of the investment portfolio.
- Executive Risk Committee – which oversees performance and risk management for the Corporation's investments and for the Corporation itself.
Conflicts and related entity transactions
The CEFC considers matters regarding potential conflicts and related entity transactions in accordance with the CEFC Act and the PGPA Act. Declarations by Board members of any material personal interests are a standing agenda item at each Board meeting.
Executives and staff are also required to declare potential personal conflicts of interest, and comply with a share trading policy which prohibits share trading in entities with which the CEFC may be doing business and/or may hold price sensitive information. The Audit and Risk Committee reviews all related entity transactions which are disclosed in accordance with the relevant accounting standards at Note 5.4 within the Financial Statements.