Name of Companies: Shellcom Services Pty Ltd Management Drives Australia Pty Ltd

Name of Staff: Davin Shellshear, B.E. (Chem), CPEng, MIEAust, MIAM

Profession: Engineer (Water and Wastewater)

Date of Birth: 12 October 1948

Nationality: Australian

Membership in Professional Societies:

Member Institute of Engineers, Australia Member International Water Association Member Australian Water Association Member Institute of Asset Management Member Asset Management Council ______

Key Qualifications:

a) Provision of specialist consultancy and advice in water and sewerage infrastructure and service delivery: Davin Shellshear has over 40 years professional engineering experience including over 20 years with one of Australia’s largest local government integrated water utility, Water. Mr Shellshear has extensive experience in the management of water utilities, the transitioning of water utilities from traditional public sector structures to efficient, competitive and well-governed market economy organizations, the reform of the water industry in Australia through performance and competitive regulation, and alliance contracting of infrastructure development and operation, maintenance and asset management services.

For the last 9 years, Davin has been working both independently and with a network of skilled and experienced engineers and other professionals in the following areas:

• Consulting to ACTEW determine if ACTEW OPEX costs are reasonable in comparison to other utilities, identify key drivers for significant cost differences, and assist with the production of the next ACTEW Regulatory Submission.

• Consulting to South Australia’s Department of Transport, Electricity and Infrastructure on Asset Management & Operations for the electrification phase of the Rail Revitalisation Project. The consultancy included formulation of project objectives, scoping and mapping interfaces between the ECI (design and construction process) and the subsequent O&M phases, advice on the

Davin Shellshear CV 2012.doc 1 development of a comprehensive asset management framework, risk analysis of the interfaces between asset creation and service delivery, advising on options for O&M service provision, and assistance in building relationship bridges between the Project team and O&M teams within PTS.

• Consulting to South Australia Water in the establishment and formation of a new alliance contract for the provision of Water and Wastewater services in Metropolitan Adelaide. This was a comprehensive project over 18 months and included the following:

o Selection of the optimal procurement model;

o Facilitation of and provision of technical advice to multiple technical teams across SA Water to define the contract interfaces for the new Alliance Contract, including asset management, Information Systems, Call Centre, regulatory interfaces, SCADA, Operation, Maintenance and Management of Water and Wastewater treatment and transportation systems, water quality management, and laboratory services;

o Process mapping of functional activities;

o Preparation of the Technical Specification for the new Alliance Contract, including service delivery requirements, interface statements, background documentation, performance requirements, overhead structures, etc.;

o Development of the evaluation methodology, evaluation plan, evaluation risk framework, etc.;

o Preparation, implementation, facilitation and training of SA Water personnel in the cultural alignment evaluation methodology, analysis and reporting of the cultural alignment risk issues;

o Facilitation of the evaluation process, including workshops, meetings, assessor evaluation and reporting, and designing and managing the scenario workshops;

o Preparation and presentation of evaluation reports. • Consulting to , providing transaction management services and workshop facilitation to the Gold Coast Major Programs Alliances for Coombabah/ Stapylton and for Merrimac Stage 2.

• Consulting to LinkWater – including filling the role of General Manager Operation Services for 8 months. The work supported the change from the traditional South East Local Government structure to the new Water Grid arrangements implemented by the and included specific activities such as:

o development of the risk framework and risk register for LinkWater

Davin Shellshear CV 2012.doc 2 o Development of the emergency management system to address water quality if the SE Queensland water grid

o Development of operating protocols to facilitate integration and coordination between water authorities in the water Grid, etc

• Consulting to Mackay Water Services –

o undertaking a risk assessment of the Sarina sewerage system as part of the TEP submitted by Mackay Regional Council to EPA.

o Developing an Inflow/ Infiltration strategy for the Mackay Region. • As part of the SPAN team, facilitation of a program alliance for Mackay City Council to provide water, sewerage and other municipal government infrastructure.

• As part of the SPAN team, consulting to Gold Coast Water to enhance its service delivery capability through an in-sourcing alliance.

• Consulting to SRWP Company Pty Ltd to develop the scope of works for the operations, maintenance and asset management of the Southern Regional Water Pipeline, preparation of the RFP and evaluation methodology, transaction management of the process of evaluation and awarding of the O&M Alliance contract

• As part of the SPAN team, Consulting to SRWP Company Pty Ltd to develop the scope of works for the design and construction of the Southern Regional Water Pipeline and transaction management of the process of evaluation and awarding of the D&C Alliance contract

• As part of the SPAN team, consulting to the Gold Coast City Council to develop the scope of works for the design and construction of the Stage 3 – raising of the dam wall and associated works

• Development Risk Management system and assessment of the existing risk profile for Mackay Water

• Consulting to the water regulator for Mozambique in the review of regulatory arrangements, and development of monitoring and benchmark systems, for the privatised water and sewerage services in Mozambique

• Assessment of existing systems and development of performance management and benchmarking systems in Goa, India for the World bank

• From September 2001 to April 2003, he represented BCE as Contract and Operations Manager for two large outsourced operations and maintenance contracts for the mainland sewerage system, Municipality of Abu Dhabi in the United Arab Emirates. These contracts were amongst the first in the program of the Abu Dhabi Municipality to privatise sewerage system operations and maintenance

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Mr Shellshear previously held various senior management positions in Brisbane Water including Divisional Manager (6 months) and Operations & Maintenance Manager (12 years). As Divisional Manager he was responsible for the management of Brisbane Water, which is a large vertically integrated water business, which plans, constructs and operates the water and sewerage infrastructure for Brisbane and some surrounding areas. Brisbane Water in conjunction with the City Council and State Government has developed effective regulatory and performance standards for operation of this major water utility.

During the last five years of his time with Brisbane Water, the organisation underwent considerable organisational reform to drive towards being an efficient provider of urban water operations. In his capacity as Operations & Maintenance Manager, Mr Shellshear was actively involved in the organisational restructure including change management, cultural change programs, and the development and implementation of appropriate systems and processes to ensure organisational efficiency and effectiveness in relation to the delivery of water and wastewater services. He has considerable experience in regulatory processes, capacity building and institutional strengthening, change management, benchmarking, quality monitoring, performance management, stakeholder relationship management and was responsible for initiating and developing organisation training and development programs in the Brisbane Water utility.

b) Provision of specialist consultancy and advice in cultural management and performance optimisation for alliances and organisations:

Mr Shellshear has completed extensive studies in The Netherlands in the Management Drives approach to cultural management. The process distinguishes itself by focusing on objective measurements and basing its approach on those measurements – or, in other words, a transparent and verifiable approach.

The process introduces a language for understanding culture in organisations which is both simple to use, and based on well researched and highly developed conceptual frameworks. The approach is ideally suited to performance improvement in Organisations and Alliances, change management, relationship management, and mergers.

The methodology has been extensively and successfully deployed across Europe in thousands of organisations with sizes varying from 5 to 10,000 people.

Davin holds the franchise for this methodology in Australia and New Zealand and has provided consultancy services in behavioural management, cultural alignment, Board and Senior Management Team performance enhancement, employee engagement, performance management, cultural risk management, individual performance, leadership, and team development to a range of small to large businesses. ______

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Education:

Tertiary Bachelor of Engineering (Chem Hons),University of Queensland, 1971

Other . MBTI training and accreditation . TQM for management, TQMI . Quality Function Deployment training, AOQ . Qualtec Managing Quality Improvement - training, instructor training & accreditation . Qualtec Team Leader Training, Instructor Training & accreditation . Qualtec Facilitator Training, Instructor Training & accreditation . Qualtec Process Improvement Training and accreditation . Qualtec Statistical Process Control accreditation . Covey Seven Habits of Highly Effective People, training, instructor training and accreditation . Motorola Organisational Mapping and Analysis training . AQAF Organisational Self- Diagnosis Course . AIRET Paraprofessional Training in REBT Theory and Techniques. . Quality Auditor training . Environmental Auditor training and accreditation . Company directors program with AICD - passed with Order of Merit . Facilitator and relationship skills using Gestalt principles . Management Drives cultural analysis and management . Management Drives individual assessment . Management Drives organisation, groups and teams cultural management . Management Drives trainer accreditation ______

Employment Record:

Mid 2011 – Present – Consulting to ACTEW, Canberra Consulting to ACTEW determine if ACTEW OPEX costs are reasonable in comparison to other utilities, identify key drivers for significant cost differences, and assist with the production of the next ACTEW Regulatory Submission.

Mid 2011 – Present – Consulting to Department Transport, Electricity and Infrastructure, South Australia Consulting to South Australia’s Department of Transport, Electricity and Infrastructure on Asset Management & Operations for the electrification phase of the Rail Revitalisation Project.

Oct 2009 to Feb 2011 – Consulting to SA Water Consultancy and support in the formation of a new alliance services contract for SA Water to replace the existing Long Term Service Contract with United Water.

Davin Shellshear CV 2012.doc 5 2008 to end 2009 – Consulting to Gold Coast Water Provision of transaction management services and workshop facilitation to the Gold Coast Major Programs Alliances for Coombabah/ Stapylton and for Merrimac Stage 2.

2008 to end 2010 – Consulting to Mackay Regional Council • undertaking risk assessment of the Sarina sewerage system as part of the TEP submitted by Mackay Regional Council to EPA. • Developing an Inflow/ Infiltration strategy for the Mackay Region. • Performance optimisation of the Mackay Water Services senior management team

2007 to Present Franchise holder for the Management Drives methodology in Australia and New Zealand. Consulting to a range of small to large businesses in behavioural management, cultural alignment, Board and Senior Management Team performance enhancement, employee engagement, performance management, cultural risk management, individual performance, leadership, and team development.

2006 to 2008 - Consulting to the Queensland Bulk Transport Authority (trading as LinkWater) Consulting to LinkWater – including filling the role of General Manager Operation Services for 8 months. The work supported the change from the traditional Local Government structure to the new Water Grid arrangements implemented by the Queensland Government. In particular, the role included: • the development of the asset management systems (in conjunction with the alliance Partners - United Utilities Australia and Transfield Services), • development of risk management and emergency management systems, • managing the transfer of existing bulk water assets from Local Government to LinkWater, • development of capability to operate and maintain those assets from the Transfer Date, • review of LinkWater’s risk register, and development and implementation of new risk analysis systems, development of a new robust risk register, • managing relationships with Queensland Treasury, the Queensland Water Commission and the Grid Manager, and • ensuring the Alliance formed between the Bulk Transport Authority (BTA) and its alliance partners was effective and successful.

2006 to 2008 - Consulting to Mackay City Council, Queensland Facilitation of a program alliance for Mackay City Council to provide water, sewerage and other municipal government infrastructure. The facilitation included scope development, document preparation (including Request for Tender, Program Alliance Agreement, Tender Evaluation Plan, etc), tender evaluation, startup management, relationship management, and TOC development.

2006 to 2009 - Consulting to Mackay City Council, Queensland Consulting to Mackay City Council to improve the performance of Mackay Water Services through the development and implementation of organisational mapping, process improvement, BPR, stakeholder and risk analysis systems, analysis of the

Davin Shellshear CV 2012.doc 6 existing risk profile, the development of a risk register, and the development of strategic plans. Risk analysis of Sarina Sewerage System as part of MRC obligations under a TEP submitted to EPA.

2006 to 2007 - Consulting to Gold Coast Water for the establishment and implementation of an insourcing alliance Consulting to Gold Coast Water to enhance its service delivery capability through an insourcing alliance. Facilitation included procurement methodology selection, scope development, risk analysis, process analysis, transaction management, document preparation (including Request for Tender, Program Alliance Agreement, Tender Evaluation Plan, etc), tender evaluation, commercial negotiations, etc.

2005 to 2006 - Consulting to Gold Coast City Council for the enhancement of the Hinze Dam, Queensland Consulting to the Gold Coast City Council to develop the scope of works for the design and construction of the Hinze Dam Stage 3 – raising of the dam wall and associated works - (value $650 million), preparation of the RFP, transaction management of the process of evaluation, commercial negotiations, and awarding of the D&C Alliance contract.

2005 to 2008 - Consulting to Southern Regional Water Pipeline, Queensland a) Operations, Maintenance and Asset Management Alliance Contract Consulting to SRWP Company Pty Ltd to develop the scope of works for the operations, maintenance and asset management of the Southern Regional Water Pipeline, preparation of the RFP and evaluation methodology, transaction management of the process of evaluation and awarding of the O&M Alliance contract and member of the evaluation panel, commercial negotiations, conducting and participating in startup, scoping, risk management, value management, team building, HAZOP and commissioning processes, and acting as O&M specialist during TOC development and start-up on behalf of SRWP Company. b) Design and Construction Alliance Contract: Consulting to SRWP Company Pty Ltd to develop the scope of works for the design and construction of the Southern Regional Water Pipeline (value $650 million), preparation of the RFP, transaction management of the process of evaluation and awarding of the D&C Alliance contract and chairman of the evaluation panel, conducting and participating in startup, scoping, risk, value management, team building, HAZOP and commissioning workshops, and acting as O&M specialist during TOC development on behalf of SRWP Company.

2005 Contracting as Water Utilities Specialist Shellcom Services Pty Ltd Contracting to Water and Sanitation Program, World Bank Provision of technical advice and support to the Govt. of Goa (GoG), with assistance from the Water and Sanitation Program (WSP) – South Asia, in the process of carrying out: • Assessment of the existing asset management, service delivery, data collection, analysis & reporting systems in the WSS sector in Goa • Assessment of the relevance of various forms of benchmarking within the context of Goa.

Davin Shellshear CV 2012.doc 7 • Identification of suitable indicators, underlying data & the performance management system required for carrying out benchmarking of WSS sector in Goa • Identification of the key requirements for putting in place a state level benchmarking program and suggest an action plan for implementing the same

The project necessarily involved working with WSP (World Bank) on the structural reform of the Public Works Department, with particular consideration to Governance, asset ownership, the role of the regulator, use of international contracting partners to modernize the O&M practices, and the roles of Panchayats, GP’s, ZP’s, PRI’s and ULB’s in the new structures. Provision advice on the forms of contracting out that could be used to provide effective and efficient water and sewerage service provision. Of particular interest was the option of using alliance contracting for operation and maintenance to provide for superior outcomes and to contain costs.

2004 to 2007 - Contracting as Water Utilities Specialist Brisbane City Enterprises Pty Ltd, Brisbane, Australia Responsible for the provision of specialist consultancy and advice in water and sewerage utility operation, from regulation to service delivery. Mr Shellshear is involved in project delivery from feasibility and design, preparation of proposals and tenders and contract negotiation through to implementation and on-going management. A key aspect if his role is the development and maintenance of strong relationships with key partners and client and stakeholder management.

Projects undertaken include: • Water and sanitation appraisal, Oecusse, East Timor • Design and construction of slow sand filter, Oecusse, East Timor • Technical Assistance for Service Monitoring for Capacity Building of Water Regulatory Council (CRA), Mozambique. This project included a review of the regulatory arrangements, water policies, contractual relationships between FIPAG and the contractor AdeM, data management, development of a PI and KPI framework, and a major benchmarking component. • Definition Of A Strategy For The Promotion And Support To The Setting Up Of Small And Medium Enterprises In The Rural Water Supply Sector – Pilot In Inhambane Province, Mozambique. • Assisting CRA in Reviewing the Processes for Service Delivery in the Mozambique Water Industry. Review of water loss management and water loss performance in Maputo, Mozambique, development of risk management and performance management systems, and development of monitoring and benchmark systems, for the privatised water and sewerage services in Mozambique

September 2001 – April 2003 Contract and Operations Manager Tamas-Brisbane Joint Venture, Abu Dhabi, United Arab Emirates Responsible for the out-sourced service provision of the Abu Dhabi waste water systems in accordance with the regulatory and performance standards established by the Municipality. Mr Shellshear conducted the initial assessment of the Abu Dhabi infrastructure and contract provisions, tendered for and then contract managed the operation and maintenance of the Abu Dhabi Mainland sewage and drainage pumping stations. Similarly, assessed, tendered for and managed the mobilisation and initial start-

Davin Shellshear CV 2012.doc 8 up of the contract for the operation and maintenance of the sewage, drainage and irrigation networks on the Abu Dhabi Mainland.

2000-2001 Acting Divisional Manager Brisbane Water, Brisbane City Council Responsible for all aspects of the management of, and the provision of essential water and sewerage services to the people of Brisbane by Brisbane Water. Responsibilities included strategic planning, financial management, delivery of services, asset management, capital investment, HR management, performance management.

1995-2000 Manager Operations Brisbane Water, Brisbane City Council Responsible for all aspects of the operation and maintenance of Brisbane’s water and sewerage systems – from catchment management, through water treatment, distribution and service delivery, collection and transportation of waste water, to waste treatment and disposal in a highly regulated environment.

Key activities: • Senior member of Brisbane Water Senior Management Team working with the new Australian Government trades practice, prices oversight and competition reform regulations, and the transformation of Brisbane Water from a public service into a dynamic competitive business unit.. • Accreditation to ISO14000, ISO 9002 and State Government safety regulations achieved for all Sections of the Branch, and HACCP for the water supply system. • Successful development of high performing organisations in Sewage Treatment and Sewer Network Maintenance through:  restructuring via Socio Technical Analysis,  development and implementation of semi-autonomous work teams,  implementation of ‘pay for skills’ remuneration systems,  significant downsizing through team and self de-selection of non performing individuals, and  major programs of relationship and individual development through Gestalt methodologies to: improve team performance, reduce self limiting behaviours, improve connectivity, improve involvement, ownership and commitment, and facilitate effective meetings and planning processes that result in achievable, significant and real change. • Development, accreditation and commercialisation of associated training packages through the Brisbane Water Training School. • Development of Asset Management systems for water and sewerage infrastructure, aimed at meeting State Government regulation for asset valuation and management systems, optimization of maintenance practices and achieving desired performance of the assets. Introduction of RCM principles to the maintenance of buried assets. • Development of comprehensive data recording and reporting systems for all aspects of the operational performance of the water and sewerage systems. Extensive

Davin Shellshear CV 2012.doc 9 benchmarking of performance against other Australian Water Authorities, including the development of benchmark parameters. • Significant productivity improvement programs successfully introduced for water system operation and maintenance. • Development of management systems, skill development programs, reporting systems, audit procedures and accountability trails for Operations Branch to ensure delivery of customer services required by Brisbane City Council, and in compliance with Environmental, Trades Practice, and Workplace Health & Safety legislation/ regulation introduced by State Government. • Commercialisation of the struvite technology (recovery from wastewater effluent streams) developed in Brisbane Water under an Achaeus Program, involving financial analysis, primary and secondary market research, business planning, and development of the small business opportunity.

1994 - 1995 Director Sewerage Operations Brisbane Water, Brisbane City Council Responsible for the operation and maintenance of Brisbane’s sewerage system – from collection and transportation to treatment and disposal.

Key activities: • As part of the Senior Management Team for Brisbane Water, and working under the Water Industry Reform initiatives of Governments in Australia, undertook restructuring of Brisbane Water towards a fully commercial business, exposed to normal commercial pressures. • Major role in Benchmarking Brisbane Water’s performance against other major water authorities under the umbrella of WSAA. • Working closely with State Government in the introduction of new trade waste management regulation – including all aspects of the transportation, treatment and disposal systems. • Introduction and development of a training school for Brisbane Water, developing courses and training packages for the range of operational and maintenance matters across the Branch. Negotiating with TAFE college of advanced education for formal recognition of the training packages. • Introduction of Quality Assurance and Environmental Management systems for the Operations Branch to ensure compliance with new State Government laws. Involved in negotiating with the State Government in the setting of the environmental laws and regulations. • Responsible for regulation and inspection of plumbing and drainage in private premises in Brisbane, regulation and management of Brisbane’s trade waste system. • Introduction of significant productivity improvement programs for sewerage collection, transportation and treatment system operation and maintenance (see above). • Development of a joint venture business opportunity between Brisbane City Council and a private technical company to commercialise technology for investigating voids outside sewers. Member of the Board of Directors of the newly formed company. .

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1993 – 1994 Director Quality Improvement Brisbane City Council • Responsible for the implementation and management of the Quality Improvement Program (QIP) across all Departments of Brisbane City Council. Provided Quality Management design & implementation consultancy to all Departments & Divisions, development and delivery of training in all phases of QIP. • Developed, delivered and facilitated support of a Process Improvement package, introduction of and delivery of training in Motorola’s Organisational Mapping & Analysis • Introduction and delivery of the Covey Seven Habits program in Council. • Introduction and delivery of Australian Quality Council’s programs in quality assurance, quality systems and quality assessment. • Facilitation of business planning and strategic planning workshops in the various departments of Brisbane City Council.

1992 – 1993 Director Quality Improvement Department of Water Supply and Sewerage, Brisbane City Council • Selection, implementation and management of a Quality Improvement Program (QIP) for the Department of Water Supply and Sewerage, and responsible for the Human Resource Unit for the Department. • Responsible for training and facilitating large numbers of employees in quality improvement teams - through team member, team leader and facilitator stages. Development of specialist training programs. • Development of a Competency Based Framework for Council, and particularly for Dept. WS&S, under the structural efficiency principle. • Development of a Customer Service Charter and measurable code of behaviour for Department of Water Supply and Sewerage.

1986 – 1992 Branch Head, Sewerage Operations Branch, Department of Water Supply and Sewerage, Brisbane City Council Key activities: • Responsible for operation and maintenance of Brisbane’s sewerage system, including collection, transportation, treatment and disposal of sewage, regulation and inspection of plumbing and drainage in private premises in Brisbane, management of liquid hazardous waste for the including treatment and disposal at a secure land fill in west Queensland, regulation and management of Brisbane’s trade waste system. • Member of Queensland Government Joint Committee – responsible for the regulation of plumbing standards across Queensland. • Introduction of a range of new technical innovations, systems and structures to improve Branch performance and financial management. • Benchmarking of performance against UK water authorities. Assessment and selection of Quality Management program for the Department WS&S.

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