Botanic Gardens Trust, Sydney, Australia

Corporate governance

The Royal Botanic Gardens and Domain Trust is a statutory body established by the Royal Botanic Gardens and Domain Trust Act 1980. The legislation defines the objectives, powers and functions of the Trust and its Board of Trustees, and vests certain land and property in the Trust. It also governs the Regulations relating to all three botanic gardens and the Domain. The Trust is formally accountable to the Minister for Climate Change and the Environment for fulfilling its statutory requirements.

The non-executive Board members are appointed by the Governor of NSW on the recommendation of the Minister for a renewable term of up to four years. The Boardís membership represents a diversity of expertise and experience in horticulture, plant sciences, business, industrial relations, education, and cultural and community affairs.

In 2008-09, the staff were part of the Department of Environment and Climate Change, but the assets and programs remained the responsibility of the Trust.


Remuneration of Trustees is determined by the Premier under the guidelines for the Remuneration and Categorisation of Boards. The Trust is classified as an Advisory Committee which, under the terms of the Act, is Ď… subject to the control and direction of the Minister …í. The Chairperson receives an annual fee of $7,350 and the other Trustees each receive $3,675 per annum.

Trust Liability

Trustees and employees of the Trust are covered by the Treasury Managed Fund for any legal liability, as long as the action is not illegal or criminal and outside the scope of their duties.

Best Practice

In meeting the Trust objectives and setting a clear strategic direction for the organisation, the Trustees are committed to best practice in corporate governance. In 2008-09, Trustees conducted their activities with reference to the Premierís Conduct Guidelines for Members of NSW Government Boards and Committees (see Appendix J).

Legislative Changes

In 2008-09 there were no changes to the Royal Botanic Gardens and Domain Trust Act 1980.

Trust Meeting Attendance

The Director, Development and Planning is Secretary to the Trust and keeps the common seal. The Senior Executive Assistant records the minutes of the Trust. The Trust met six times.

Trustee (Meetings Attended)
Dr Katrina Fairley-Grenot1 (3)
Prof. Lesley Hughes2 (1)
Ms Tim Jackson (5)
Mr Greg Martin (6)
Mr Tom Pinzone (6)
Ms Vanessa Priest3 (1)
Mr Michael Samaras (6)
Prof. Susan Serjeantson4 (3)
Mr Nigel Swinn (4)

1Term expired 10 November 2008
2Appointed 2 February 2009
3Appointed 2 February 2009
4Term expired 21 December 2008

Risk Management

Deloitte was engaged to review and update the Trustís business risk assessment and strategic internal audit plan. The full report is reviewed annually, with updates approved by the Trust Finance, Audit and Risk Management Committee.

The three-year internal audit plan has been developed to focus on areas of greatest risk and is directly linked to the risk assessment review undertaken by Deloitte. The internal audit plan is cyclical over the period, balancing risk with finite Internal Audit resources. This approach is consistent with the approach advocated by the Institute of Internal Auditors and the plan is aligned to current Best Practice Statements on Internal Audit and Internal Controls.

Through the activity of Internal Audit within those areas of risk identified, the Trust will receive assurance that the systems within the organisation are operating in both an effective and efficient manner and providing quality information to management upon which decisions are made.


Mr GREG MARTIN BEc, LLB (Appointed Chair 1 December 2003; Appointed to Trust 1 July 2003; present term expires 30 June 2011)

Greg is non executive Chairman of Jackgreen Limited, Gas Valpo S.A. (Chile) and Everest Financial Group. He is also a non executive Director of Energy Developments Limited and the Australian Energy Operator Limited. Greg is also the former Managing Director and Chief Executive Officer of The Australian Gas Light Company (AGL) and Chief Executive, Infrastructure for Challenger Financial Services Group.

Prof. LESLEY HUGHES B.Sc. (Hons), PhD (Appointed 2 February 2009; present term expires 1 February 2013)

Lesley is internationally (and locally) recognised for her research on the impact of climate change on biodiversity, and more broadly on evolutionary ecology. She is currently the co-convenor of the Terrestrial Biodiversity Network operating under the auspices of the National Climate Change Adaptation Research Facility, and Head of Department of Biological Sciences at Macquarie University. Professor Hughes is an active member of the Intergovernmental Panel on Climate Change (IPCC) that shared the Nobel Peace Prize with Al Gore in 2007. Lesley chairs the Scientific Committee of the Trust.

Ms TIM JACKSON Cert.Hort.UK, MAIH (Reappointed 29 May 2009; present term expires 28 May 2012)

Tim Jackson, former Vice President of the NSW Council of the Australian Institute of Horticulture, was President of the Friends of The Gardens from 2001 to 2003. A pioneer member of the Growing Friends, Tim was instrumental in establishing the Friendsí Artisans Exhibition in 2000 and in implementing the garden-themed Literary Lunch in conjunction with the Sydney Writers Festival in 2004. Tim, a member of the Horticultural Media Association, writes freelance gardening articles for various magazines and is still involved in the Australian Institute of Horticulture and very involved in community-based gardening.

Mr TOM PINZONE BEng (UNSW) FIEAust, MICE, MAICD (Appointed 26 April 2006; present term expires 25 April 2010)

Tom Pinzone is a consulting civil engineer with over 35 years professional experience. He is Business Leader Transportation for Gutteridge, Haskins and Davey (GHD) and was a Director of GHD from 2002 to 2008. His experience includes urban and regional development, water and wastewater and transportation projects. He is the co-author of a widely quoted series of Australian Infrastructure Report Cards. Tom has a long history of service with professional and industry associations at executive and committee level including Engineers Australia, ACEA and AusCID and has served on a number of government advisory groups. Tom chairs the Trustís Finance, Audit and Risk Management Committee.

Ms VANESSA PRIEST Dip.Teach, B.Com, M.Tax.Law, C.A. (Appointed 2 February 2009; present term expires 1 February 2013)

Vanessa is a Taxation Consultant with WHK Horwarth, and has 15 years experience in chartered accounting, all of it in taxation advising and consulting. She is a member of the Institute of Chartered Accountants in Australia, the Taxation Institute of Australia and has a Masters of Taxation Law. Ms Priestís client base includes large family trusts and various deductible gift recipients, and she has a particular interest in the  tax issues associated with not-for-profit organisations. She is a regular presenter for various institutes and media outlets.

Mr MICHAEL SAMARAS BA (Hons) MBA (Reappointed 26 June 2006; present term expires 26 June 2010)

Michael Samaras is the Manager Media and Communications for Sydney Airport. His communications experience covers the fields of media, marketing, community and government relations. Michael is also a Director of the Auburn & Lidcombe United Friendly Society. He has experience in a number of infrastructure sectors including urban road transport.

Mr NIGEL SWINN (Appointed 11 November 2005; present term expires 25 July 2012)

Nigel Swinn has worked as a brand builder for over 20 years - originally growing a successful brand consultancy in New Zealand called Designworks before forming an Australian consultancy called Yello. Now head of Yelloís strategic services, Nigel works as a brand consultant to a number of Australian and New Zealand businesses - working closely with the senior executives of companies as diverse as Westpac and Vodafone, Camp Quality and the Cancer Council. Previously a marketing manager at Tourism New Zealand, Nigel has facilitated business and brand strategies for brands ranging from large corporates such as Air New Zealand, Rio Tinto and Wattyl Paints, to small and entrepreneurial brands like the award winning BEE eco products range, the Cape York Indigenous Enterprise community and Taronga Zoo.

Trust Committees

Botanic Gardens Committee

Ms Tim Jackson (Chairperson), Dr Tim Entwisle, Ms Judy Fakes, Mr Anton James, Mr Simon Leake, Professor Peter Martin, Ms Caz McCallum, Ms Colleen Morris, Mr Michael Samaras, Mr Mark Savio, Mr Rob Smith, Mr Bernard Proctor (Secretary)

Advises the Trust on the operations, requirements and priorities of the Botanic Gardens Branch and Public Programs Section programs. It also advises the Trust on risk management and ethics in collections curation and promotes interaction between the Trust and other collection based cultural institutions in the areas of education, interpretation and exhibition design. This year the committee advised the Trust on the renovations of Sydney Gardensí Main Ponds, Childrenís Garden, signage and interpretation policies; Public Art Policy; Living Collections Policy; landscape and living collections proposals; Mount Annanís Connections Garden, Adventure Playground, and regional cycleway; Mount Tomahís woodlands, tree landscape projects and World Heritage Centre; and the Public Programs Section yearly plan.

Finance, Audit and Risk Management Committee

Mr Tom Pinzone (Chairperson), Dr Kate Fairley-Grenot (until 10 November 2008; Chairperson until 8 October 2008), Mr Greg Martin, Ms Vanessa Priest (from 2 February 2009)

Ensures the sound financial position of the Trust through regular reviews of financial position, budget, finance and business decisions, and policies which have an effect on these areas. The committee also has an important role in risk management and audit through endorsement of internal and external audit plans, review of audit reports and implementation of recommendations, and the review of risk assessment and management.

Scientific Committee

Professor Lesley Hughes (Chairperson from 2 February 2009), Prof. Sue Serjeantson (Chairperson until 20 December 2008), Dr Jeremy Bruhl, Dr Tim Entwisle, Dr Dan Faith, Dr Murray Henwood, Dr Klaus Koop, Dr Brett Summerell, Dr Jane Tarran (until 27 April 2009)

Oversees the scientific programs of the Trust and reviews and advises the Trust on research, scientific policy and the operations of the National Herbarium of New South Wales. The focus, directions and performance of the Sciences Branch and of individual programs are monitored through regular reporting. This year the committee provided advice and a number of recommendations to the Trust by conducting a major review of the science programs, assessing the relevance and excellence of the research areas and how information is provided to the community.


Dr TIM ENTWISLE BSc (Hons), PhD Executive Director and New South Wales Government Botanist

Accountable to the Royal Botanic Gardens and Domain Trust, Director- General Department of Environment and Climate Change, and the Minister for Climate Change and the Environment for the efficient and effective management of the organisation, including its horticultural, scientific, educational, marketing, commercial and corporate support functions.

Dr BRETT SUMMERELL BScAgr (Hons), PhD Director, Science and Public Programs

Responsible for the leadership and management of Science and Public Programs, including systematics, ecological and horticultural research, as well as the National Herbarium of NSW, library and laboratories, the design and editorial services and for the community education program.

MARK ANDERS BBus (Accounting), CPA Acting Director, Development and Planning

Responsible for the organisationís financial resource management and business services, including leasing and Royal Botanic Gardens retail. Secretary to the Trust and the Finance, Audit and Risk Management Committee.

MARK SAVIO Hort.Cert Director, Domain and Royal Botanic Gardens

Responsible for the management of all services and operations at the Royal Botanic Gardens and Domain.

CAZ MCCALLUM MAg (Turf Mgt), BA, DipEd Assistant Director, Mount Annan Botanic Garden

Responsible for the management of all services and operations at Mount Annan Botanic Garden.

ROB SMITH BA, NatHortCert, FRIH Assistant Director, Mount Tomah Botanic Garden

Responsible for the management of all services and operations at Mount Tomah Botanic Garden.

Organisation structure 

Click on image to link to pdf version.





Cut immature fruit or capsule of Robertsonís Tuckeroo (Rhysotoechia robertsonii), a northern Queensland rainforest species grown at Mount Annan Botanic Garden.


Statement of Responsibility

The Trustís Board, Executive Director, senior management and other employees have effected a risk management and internal control process designed to provide reasonable assurance regarding the achievement of the Trustís objectives. The internal audit function conducts a program of review to assess these controls.

To the best of our knowledge, this system of risk management and internal control operated satisfactorily during the year.

Significant improvements in risk management and internal control effected during the year, as well as those planned for the future, are included in this report.

Greg Martin
Chair, Royal Botanic Gardens and Domain Trust

Dr Tim Entwisle
Executive Director