Defence Housing Australia

Our governance structure informs decision making and ensures we produce accountable business outcomes and sound organisational performance.

Shareholder Ministers

The Australian Government’s interests in DHA are overseen by two Shareholder Ministers: the Minister for Defence and the Minister for Finance. As DHA sits within the Defence portfolio of the Australian Government, the Minister for Defence is our responsible Minister. The Minister for Defence may delegate responsibility for DHA operational matters to a Defence portfolio minister.

Shareholder Ministers in 2016–17

Senator the Hon Marise Payne was appointed Minister for Defence on 21 September 2015. Senator the Hon Mathias Cormann was appointed Minister for Finance on 18 September 2013. Each held their respective positions when both houses of Parliament were dissolved on 9 May for the 2016 federal election. They were each re-elected and held their respective positions as at 30 June 2017.

The Minister for Defence delegated responsibility for DHA operational matters to the Minister for Defence Personnel. The Hon Dan Tehan MP was sworn in as the Minister for Defence Personnel on 19 July 2016 and held this position as at 30 June 2017.

Ministerial directions and policy orders in 2016–17

DHA did not receive any direction by a Minister under an Act, instrument or any government policy order during the period.

As a GBE and Australian Public Service (APS) employer, we were encouraged to make details of our senior executive remuneration publicly available. In the reporting period we published reports related to remuneration in 2015–16 and 2016–17. Refer to our website to read the reports.

As a corporate Commonwealth entity, we were advised that we would need to comply with the Senate Order on Entity Contracts (known as the Murray Motion) from 1 July 2017 and publish a list of contracts over $100,000 (GST inclusive) on our website for the previous year. Refer to our website to read the report.

Board of Directors

Our Board of Directors is established in accordance with Part III of the DHA Act and is the accountable authority for DHA under the PGPA Act. Our Board:

  • ensures that we perform our functions in a proper and efficient manner that is, as far as practicable, consistent with sound commercial practice
  • makes decisions on organisational direction and strategy, largely through our Corporate Plan
  • recognises that primary responsibility for operational management and achievement against the Corporate Plan rests with the Managing Director.

Board members

In accordance with section 12 of the DHA Act, our Board consists of:

  • eight non-executive directors with a mix of APS, Defence and commercial (e.g. property development, business or finance) experience
  • one executive director who is also the DHA Managing Director.
Board members as at 30 June 2017

Hon Sandy Macdonald

Hon J.A.L. (Sandy) Macdonald, Chairman (non-executive member)
Bachelor of Laws (Sydney) | Member of the Australian Institute of Company Directors

Mr Macdonald was appointed as a member of the Board in July 2008 and was appointed Chairman in February 2015. He has considerable public and private company experience. He was elected to the Australian Senate in 1993 and served multiple terms before retiring in 2008. His Parliamentary service includes eight years as Chair of the Senate Foreign Affairs, Defence and Trade Committee, and periods as Deputy Leader of the National Party in the Senate, Parliamentary Secretary for Defence and Parliamentary Secretary for Trade. He is a wool and beef producer near Quirindi (NSW).

Ms Jan Mason

Ms Jan Mason, Managing Director (executive member)
Bachelor of Arts | Bachelor of Social Science | Diploma in Continuing Education | Advanced Management Program (Harvard Business School) | Member of the Australian Institute of Company Directors

Ms Mason was appointed as DHA Managing Director in November 2016 after acting in the role for 12 months. Before joining DHA, she was a Deputy Secretary at the Department of Finance and was responsible for a range of major areas, including taxpayers’ multibillion-dollar investments in government businesses (including DHA); oversight of major government construction projects, technology and procurement; the sale of Medibank Private and reform of the Air Warfare Destroyer Program. She has private sector experience and was the ACT winner and a national finalist in the 2014 Telstra Business Women’s Awards (Community and Government category).

Mr Martin Brady AO

Mr Martin Brady AO, Director (non-executive member)
Bachelor of Arts (Honours) | First Class Honours in History | Bachelor of Fine Arts

Mr Brady was appointed to the Board as the nominee of the Department of Defence Secretary in July 2014. From 1973 to 2001 he worked in the departments of Foreign Affairs and Defence, focusing on strategic planning, force development and intelligence. He was Director of the Defence Signals Directorate from 1994 to 1999 and Chairman of the Defence Intelligence Board from 1999 to 2001. He has since worked as a consultant and completed reviews on intelligence issues, technology requirements and arms exports. He was made an Officer of the Order of Australia (AO) in 2000 for his services to the development of Australian strategic policy formulation.

Ms Jan Williams

Ms Janice Williams, Director (non-executive member)
Bachelor of Social Work (First Class Honours) | University Medal (University of Queensland) | Fellow of the Urban Development Institute of Australia | Member of the Australian Institute of Company Directors

Ms Williams was appointed to the Board as the nominee of the Department of Finance Secretary in December 2012. She has considerable property-related experience, including appointments as Chief Executive of the Urban Development Institute of Australia, Director of the Brisbane Housing Company and executive and consultancy roles for the Queensland Government and Brisbane City Council. She was a director of the Residential Tenancies Authority Board and member of its audit and risk committee, and chair of Brisbane Housing Company’s property committee. She is currently Director of property development firm Jardine Developments, which delivers small scale unit developments and refurbishments in Brisbane.

Commodore Vicki McConachie

CDRE Vicki McConachie CSC RANR, Director (non-executive member)
Bachelors of Arts/Law | Master of Laws | Graduate of the Australian Institute of Company Directors

Commodore McConachie was appointed to the Board as the nominee of the Chief of the Defence Force in December 2013. Her career in the Royal Australian Navy (RAN) included postings as Commanding Officer HMAS Kuttabul, Chief of Staff to the Inspector General Australian Defence Force, Director General ADF Legal Service, Director General Navy People, Head Navy People and Reputation, and operational service as Deputy Staff Judge Advocate Multinational Force—Iraq. Her awards include the Conspicuous Service Cross, the Centenary of Federation Medal and the US Meritorious Service Medal. She currently leads an Australian Government legal division and is a member of the RAN Reserve.

Hon. Alan Ferguson

Hon Alan Ferguson, Director (non-executive member)

Mr Ferguson was appointed to the Board as a commercial director in February 2015. He was elected to the Australian Senate in 1992 and served three full terms before retiring in 2011. He served on a number of Senate and Joint Committees, including more than eight years as Chair of the Joint Committee on Foreign Affairs, Defence and Trade. He also served as President of the Senate in 2007 and 2008, and represented the Parliament on many delegations. Before entering politics, he was a farmer and self-employed insurance consultant. He is currently chair of the Australian Political Exchange Council.

Mr Robert Fisher

Mr Robert Fisher AM, Director (non-executive member)
Bachelor of Arts | Bachelor of Education

Mr Fisher was appointed to the Board as a commercial director in February 2016. He had a distinguished 40-year career in the public service, including being a member of the Australian Trade Commissioner Service and Chief Executive Officer or Director General of various Western Australian government departments. He was Agent General for WA, based in London, from 2001 to 2006. He was one of five commissioners on the Australian Government’s National Commission of Audit in 2013–14. He was made a Member of the Order of Australia (AM) in 2003 for service to the public sector in WA.

Ms Andrea Galloway

Ms Andrea Galloway, Director (non-executive member)
Bachelor of Business Administration | Graduate of the Executive Program (University of Michigan) | Fellow of the Australian Institute of Company Directors | Justice of the Peace

Ms Galloway was appointed to the Board as a commercial director in November 2016. Ms Galloway has over 30 years of executive management experience for national and multinational commercial organisations, including leading Spherion, Lucent Technologies and AT&T in the Asia Pacific and South Pacific. She has been Chief Executive Officer of Evolve Housing, one of Australia’s largest community housing providers, since 2011. She was the national and NSW winner of the 2014 Telstra Business Women’s Award (Business Innovation category). She is a member of the Advisory Board of the Committee for Sydney, Vice President of the NSW Business Chamber—Western Sydney First and a member of the Advisory Board for The Salvation Army Australia—NSW, QLD and the ACT.

Mr Ewen Jones

Mr Ewen Jones, Director (non-executive member)

Mr Jones was appointed to the Board as a commercial director in December 2016. Mr Jones was elected as the Federal Member for Herbert, an electorate in Townsville (QLD), in 2010 and served until 2016. He was a member of several House of Representatives Standing Committees and the Joint Standing Committee on Foreign Affairs, Defence and Trade. He was Government Whip from October 2015 to May 2016. He is an auctioneer by trade, with a strong real estate and corporate finance background. He is currently Director of All Points North Advisory Pty Ltd.

Board committees

In accordance with section 64(1)(a) of the DHA Act, the Board has established three committees to assist in the discharge of its duties. Amendments to the DHA Act in 2006 established the DHA Advisory Committee to advise on the performance of our functions (refer to Part IIIA of the Act).

The Board and each of its committees has a charter that sets out its purpose, composition and meeting and administrative arrangements. Refer to Table 4.1 for details of each committee, its role and members in 2016–17.

Table 4.1: Board committees, 2016–17

Committee

Role

Members

Board Audit Committee (BAC)

Assists the Board to comply with its statutory and fiduciary duties, and improve DHA’s performance in respect to financial reporting, performance reporting, risk oversight and management, internal controls (including internal audit) and compliance with relevant laws and policies.

Mr Martin Brady (Chair)

Ms Janice Williams

CDRE Vicki McConachie

Mr Robert Fisher

Ms Andrea Galloway 1

Mr Ewen Jones 2

Board Property Committee (BPC)

Provides advice and assurance and, where appropriate, makes recommendations to the Board on property related proposals, transactions, projects and related issues to ensure decisions take account of DHA’s contractual obligations with the Department of Defence and our commercial interests.

Ms Janice Williams (Chair)

Hon Sandy Macdonald
Mr Martin Brady 3

Hon Alan Ferguson

Mr Robert Fisher

Ms Andrea Galloway 1

Mr Ewen Jones 2

Nomination and Remuneration Committee (N&RC)

Assists the Board in relation to reviewing the Managing Director’s remuneration and performance, and informing Shareholder Ministers of impending reappointments or vacancies on the Board, including recommending possible candidates where appropriate.

Hon Sandy Macdonald (Chair)

Mr Martin Brady

Ms Janice Williams

DHA Advisory Committee (DHA AC)

Provides general advice and information on the performance of DHA’s role.

CDRE Vicki McConachie (Chair)

DHA representative (currently the Managing Director)

National Convenor of Defence Families of Australia (DFA)

Three persons representing the Deputy Chiefs of the Army, Navy and Air Force

1Ms Galloway was appointed to the BAC and BPC from 8 December 2016.

2Mr Jones was appointed to the BAC and BPC from 2 February 2017.

3Mr Brady was a member of the BPC from 1 July 2016 to 2 February 2017.

Board and committee meetings

The Board formally met 10 times in 2016–17. The Board also considered three time-critical matters between scheduled meetings. Refer to Table 4.2 for details of Board member attendance at meetings.

Table 4.2: Board meetings and member attendance, 2016–17

Board member

Scheduled meetings held and number of meetings attended

Board

BAC

BPC

N&RC

DHA AC

10

4

7

4

3

Hon Sandy Macdonald

10

n/a

7

4

n/a

Ms Jan Mason 1

9

4

7

n/a

2

Mr Martin Brady 2

9

4

4

4

n/a

Ms Janice Williams

10

4

7

4

n/a

CDRE Vicki McConachie 3

9

4

n/a

n/a

3

Hon Alan Ferguson 4

9

n/a

6

n/a

n/a

Mr Robert Fisher

6

3

6

n/a

n/a

Ms Andrea Galloway

7

2

5

n/a

n/a

Mr Ewen Jones

5

1

3

n/a

n/a

NOTES

1Ms Mason did not attend one Board meeting as it related to the appointment of the Managing Director. Ms Mason is not a member of the Board committees but attended all but one meeting in her capacity as Acting Managing Director (1 July 2016 to 1 November 2016) and Managing Director (2 November 2016 to 30 June 2017).

2Mr Brady was a member of the BPC from 1 July 2016 to 2 February 2017.

3Ms Galloway was appointed to the Board on 9 November 2016. She was appointed to the BAC and BPC from 8 December 2016.

4Mr Jones was appointed to the Board on 21 December 2016. He was appointed to the BAC and BPC from 2 February 2017.

Board member related entity transactions in 2016–17

There were no related entity transactions disclosed during the reporting period. 23

23A related party transaction is where a Board member approves payment for a good or service from another entity or provision of a grant to another entity where the member is a director of DHA’s Board and a director of the other entity, and the value of the transaction (or, if more than one transaction, the aggregate value of those transactions) exceeds $10,000 (GST inclusive).

Senior leadership team

Managing Director

The Managing Director is employed by the Board in accordance with Part VI (Division 1) of the DHA Act and is its only executive director. The Managing Director is responsible for conducting the operational affairs of DHA in accordance with the DHA Act and any policies determined by, and directions given by, the Board. The Managing Director oversees strategic direction, organisational structure, staff, performance and relationships with key stakeholders.

The Board formally appointed Ms Jan Mason as Managing Director on 2 November 2016 for a five year term. Ms Mason was Acting Managing Director from 2 November 2015 to 1 November 2016.

Senior Executive Group

The Senior Executive Group (SEG) assists the Managing Director to ensure DHA fulfils its role in accordance with the DHA Act. The SEG provides leadership, guides performance, implements and delivers against the Corporate Plan and ensures accountability of DHA’s activities.

The SEG was established following a top level executive restructure in August 2016. The new structure has five direct reports to the Managing Director instead of two. In November 2016, common functions within the business were also brought together where there was a natural fit to enable us to deliver services more effectively. Minimal staff were impacted by the changes.

The Managing Director implemented interim management arrangements in May 2017 following the sudden death of Mr Jon Brocklehurst, DHA’s Chief Financial Officer and Head of Corporate Services. These arrangements were in place as at 30 June 2017 and the acting responsibilities of the relevant SEG members are reflected in their biographies.

Senior leadership team as at 30 June 2017

Ms Jan Mason

Ms Jan Mason, Managing Director
Bachelor of Arts | Bachelor of Social Science | Diploma in Continuing Education | Advanced Management Program (Harvard Business School) | Member of the Australian Institute of Company Directors

Ms Mason joined DHA as Acting Managing Director in November 2015. She was appointed Managing Director on 2 November 2016. Before joining DHA she held various public and private sector appointments, most notably as a Deputy Secretary at the Department of Finance.

Key responsibilities

  • Ensure DHA fulfils its role in accordance with the DHA Act and conducts DHA’s day to-day business in accordance with the PGPA Act, the Public Service Act and other relevant legislation
  • Relationship management, including Shareholder Ministers, departmental secretaries and the Chief of the Defence Force
  • Strategic management, including achievement against the Corporate Plan and oversight of the SEG and staff

Acting responsibilities

  • Business Enablement and People and Capability

Mr Elvio Bechelli

Mr Elvio Bechelli, Acting Chief Financial Officer
Bachelor of Business | Certified Practicing Accountant

Mr Bechelli joined DHA in December 2013 as General Manager, Sales and Marketing. Before joining DHA he held various positions in the financial services sector, working as Chief Financial Officer for FuturePlus Financial Services and St George Bank. He has extensive knowledge in investor relations, income tax compliance, Australian Prudential Regulation Authority reporting and compliance, statutory reporting, ASX reporting, property and procurement functions and superannuation.

Key responsibilities

  • Fiscal management
  • Investment management and funding strategies
  • Strategic planning and valuation services

Mr John Dietz

Mr John Dietz, General Manager, Property Provisioning Group
Master of Project Management (in progress) | Bachelor of Economics | Bachelor of Science

Mr Dietz joined DHA as General Manager, Property Provisioning Group in February 2011. Before joining DHA he held various appointments within the Defence industry predominantly focused on project management and the delivery of large commercial software, information technology, accreditation and security access control systems.

Key responsibilities

  • Program delivery, including land development, apartment development, Defence-funded programs, retail construction, acquisitions and upgrades, leasing, resource management and development marketing
  • Provisioning support, including project management, coordination and contract Management

Ms Suzanne Piston

Ms Suzanne Pitson, General Manager, Sales and Marketing
Bachelor of Arts | Bachelor of Law | Graduate of the Australian Institute of Company Directors

Ms Pitson joined DHA as General Manager, Sales and Marketing in February 2017. Before joining DHA she held various senior appointments at the Department of Finance and in private sector law firms in Victoria and the Australian Capital Territory.

Key responsibilities

  • Funding delivery, including the property investment program (formerly known as the Sale and Leaseback program), disposals program and mid-lease sales program
  • MCA and Rent Band Choice portfolio management
  • Investment marketing and brand
  • Research services

Acting responsibilities

  • Communication and Client Relations

Mr Ross Jordana

Mr Ross Jordan, General Manager, Governance
Master of Social Science | Bachelor of Arts | Bachelor of Law | Graduate of the Australian Institute of Company Directors

Mr Jordan joined DHA as Company Secretary in August 2008 and was appointed General Manager, Governance in February 2017. Before joining DHA he held various public sector appointments at the Department of Finance and the Department of Communications, Information Technology and the Arts. He also worked in the education sector in Tasmania, Victoria and the Australian Capital Territory.

Key responsibilities

  • Company secretariat, including liaison with the Chairman of the Board, Board members and the Managing Director
  • Governance and legislative compliance
  • Shareholder and ministerial relations
  • Customer relations
  • Legal services
  • Internal audit

Mr Brett Jorgensen

Mr Brett Jorgensen, General Manager, Property and Tenancy Services
Master of Business | Bachelor of Engineering (Honours) | Advanced Business Diploma | Diploma of Real Estate Management | Diploma of Contract Management

Mr Jorgensen joined DHA as National Manager, Governance in August 2008. He was appointed General Manager, Property and Tenancy Services in May 2012. Before joining DHA he held a number of appointments at the Department of Defence as a civilian and was a member of the Royal Australian Air Force.

Key responsibilities

  • National service delivery, including regional offices, maintenance contact centre, housing contact centres and the Living-in Accommodation contact centre
  • Property and tenancy services
  • Repairs and maintenance contractor management
  • Support services
Executive and national committees

The Managing Director and SEG have established a number of executive and national committees to assist them in the discharge of their duties. Each committee has a charter or terms of reference that sets out it purpose, composition and meeting and administrative arrangements.

Refer to Table 4.3 for details of each committee, their role and members in 2016–17. Note, this excludes external committees and groups that have governance oversight of projects or programs.

Table 4.3: Executive and national committees, 2016–17

Committee

Role

Members

Executive Property Committee (EPC)

Provides advice and assurance and, where appropriate, makes recommendations to the Managing Director and/or Board (via the BPC) on property related proposals, transactions, projects and related issues to ensure decisions take into account DHA’s contractual obligations with the Department of Defence and our commercial interests.

Managing Director

SEG

Senior managers who have oversight and accountability of property or financial related activities or programs

Leadership Group

Provides a forum for collaboration and information sharing, with at least one presentation at each meeting on a business program, project or topic of interest.

Managing Director

SEG

Senior managers who have oversight and accountability of national programs or projects

Opportunity and Capability Committee (OCC)

Provides transparency and accountability in decision making and implementation of non-business-as-usual projects and associated budgets.

Managing Director

SEG

General Manager, Business Enablement Division

National Manager, Strategic Planning

National Safety, Health Environment and Quality (SHEQ) Committee

Oversees the development and implementation of SHEQ strategies, including the psychosocial wellbeing strategy, and is responsible for quality and change management to ensure significant projects are implemented and managed in a consistent and transparent manner.

Managing Director

SEG

General Manager, Business Enablement Division

National Manager, SHEQ

National Group Operations Directors

Staff Advisory Group representative

Staff Consultative Group (SCG)

Considers and engages in discussions with management on workplace issues.

National Manager, People and Capability (facilitator)

Staff-elected representatives from each office or business group

Employee union representative