SDP is a company limited by guarantee. Its rigorous governance arrangements are specified in its Constitution:
- The Memorandum of Association and the Articles of Association set out the internal governance framework and how its investment income is to be managed and spent
- The Program Rules specify the purpose for which SDP was established (The Objects) and stipulates a series of obligations which constrain management and the Board. They can only be changed with the consent of both BHP Billiton and the State acting upon a recommendation by the SDP Board.
Oversight of the Constitution is provided by three institutional structures
- The Board of Directors’ role is imbedded in the Program Rules
- The Members act as the “guardian” of the organisation by protecting its independence and good governance (ensuring compliance with the Program Rules and by safeguarding the quality of directors). They do not function as a de facto board
- The Advisory Council operates as an informal sounding board for the CEO.
- Further checks and balances are provided by formal obligations to audit our accounts and make them publicly available (read more). We are also obligated to commission periodic independent reviews