Net Zero Economy Agency Advisory Board – Terms of Reference

The Net Zero Economy Advisory Board will provide advice to the Chair and Chief Executive Officer (CEO) of the Agency to support the Agency to achieve its functions with a focus on organisational strategy, performance and development.

Background

The Net Zero Economy Agency (the Agency) is responsible for promoting orderly and positive economic transformation associated with decarbonisation and energy system change.

The Agency has been established as an interim step whilst a statutory Net Zero Authority is established. The Agency will also undertake work to design and establish the statutory Authority.

Purpose

The Net Zero Economy Advisory Board will provide advice to the Chair and Chief Executive Officer (CEO) of the Agency to support the Agency to achieve its functions with a focus on organisational strategy, performance and development.

Like the Agency, the Advisory Board is interim in nature, with a focus on successfully standing-up this new function of government and way of working. The Advisory Board will cease (or be succeeded) when the statutory Authority commences.

Responsibilities

The Advisory Board is responsible for advising on Agency functions, strategy, performance and development, to deliver the Government’s priorities of decarbonisation, energy transformation, investment in clean technologies, and related labour market and regional measures, including:

  • defining the core value propositions of the Agency
  • setting Agency goals, objectives and deliverables
  • inputting into business and functional strategies to achieve Agency goals and objectives
  • developing measures of performance
  • advice on organisational development, including in relation to the evolution of the Agency into a statutory Authority
  • input into communications and stakeholder engagement strategies.

The Advisory Board has no decision-making responsibilities.

Operations of the Advisory Board

Given its advisory nature, the Advisory Board does not operate on a collective basis. Instead, members contribute advice in their individual capacities to inform decision-making by the Chair and CEO. Should there be circumstances where a collective position of the Advisory Board may be required, the members will agree this, and the position, by consensus among participating members.

In this context, the Advisory Board does not have any quorum requirements or voting rules.

Meetings of the Advisory Board will be chaired by the Chair of the Agency, who may delegate this role to the CEO or another person.

The Advisory Board will be supported by a Secretariat housed within the Agency. The Secretariat, through the Chair, is responsible for:

  • developing meeting agendas
  • producing and distributing supporting papers
  • recording minutes of meetings
  • managing any out-of-session engagement with Advisory Board members

The Secretariat will develop protocols relating to the above functions.

The Advisory Board will meet a minimum of four times per year, and may hold additional meetings

Meetings will be held in person where possible, with arrangements made for telephone or video conferencing where necessary.

Discussions, papers and records of Advisory Board meetings are confidential unless otherwise agreed by the Chair. Members will be required to sign confidentiality deeds.

Membership

The Advisory Board may have up to eleven members, including the Chair of the Agency.

Members must have expertise in one or more of the following areas:

  • workplace relations
  • business and industry
  • finance and investment
  • decarbonisation pathways, technologies, and/or policy
  • climate change policy
  • energy markets 
  • regional development
  • community engagement
  • First Nations engagement and economic development
  • decarbonisation-related research and development
  • Commonwealth-state relations

Members of the Advisory Board will be appointed based on their expertise, and not on the basis of representing any business or organisation.

Members will be appointed by the Prime Minister. Appointments can be terminated by the Prime Minister at any time, without cause.

All appointments will be for up to 2 years, or until the Agency is succeeded by the intended statutory Net Zero Authority, whichever is earlier.

A member can resign from the Advisory Board at any time in writing to the Chair.

Managing potential conflicts of interest

Prior to appointment, prospective Advisory Board members will be required to complete a Personal Interests Declaration, disclosing all interests, and identifying any potential conflicts.

The Secretariat will maintain a register of disclosed interests, and any potential conflicts of interests and associated mitigation strategies. The register will be shared with all Advisory Board members.

Members are required to notify the Secretariat of any changes in interests.

In circulating the agenda for meetings (and in the context of any out of session business), members will be asked by the Secretariat to:

  • confirm their disclosed interests and provide updates where necessary
  • identify any potential conflicts of interest relating to specific matters proposed for consideration by the Advisory Board

Each meeting will commence with a discussion on potential conflicts of interest, and actions that may be required to manage any actual or perceived conflicts.

The Chair is responsible for determining whether a conflict exists and if so, what mitigation strategy is required. In the event that a potential conflict relates to the Chair, the CEO will perform this role.

The Chair will be supported by a probity advisor from the Agency.

Advisory Board members will apply an individual and collective focus on supporting the Chair to ensure good governance and probity in the operations of the Advisory Board.