Cooperative Research Centres (CRC) Program Guidance for Preparing Transition Plans June 2012 TABLE OF CONTENTS 1. Introduction ............................................................................................................................. 3 2. Relationship to the Commonwealth Agreement ..................................................................... 3 3. Developing a Transition Plan .................................................................................................. 3 4. Scope to Developing a Transition Plan ................................................................................... 4 5. Submission of the Transition Plan .......................................................................................... 5 6. Assessment of the Transition Plan .......................................................................................... 6 7. Privacy and Freedom of Information ...................................................................................... 6 7.1 7.2 8. Privacy Freedom of Information 6 6 Assistance and Further Information ........................................................................................ 6 Attachment A - Key Considerations when Developing a CRC Transition Plan............................. 7 CRC Program – Guidance for Preparing Transition Plans Page 2 of 7 1. Introduction The CRC program is a highly competitive, merit-based grants program with no guarantee of recurrent funding. By the conclusion of the grant period, grantees are required to ensure that the value from the efforts of the CRC has been identified and maximised. Where participants and other stakeholders see value in continuing some or all of a CRC’s activities beyond the grant period, a robust plan for that future is needed. To be successful, planning and preparation needs to commence several years before CRC program funding ends. All CRCs must provide the Department of Industry, Innovation, Science, Research and Tertiary Education (the department) with a transition plan which describes the CRC’s strategy for any postCRC program activity. Following feedback from the department, the transition plan is updated and resubmitted on an annual basis. The transition plan, though, belongs to the CRC and its Participants and stakeholders, to develop, improve and implement. A transition plan provides a description of the CRC after CRC program funding has ceased, the environment/market in which it will operate, its objectives, and the strategy to achieve those objectives. It should be noted that some CRCs may choose not to continue as an ongoing entity beyond the CRC grant period. Regardless of the future path chosen by the CRC, the transition plan should reflect the CRC’s strategy for maximising the utilisation of its outputs and strength of its collaboration, its legacy and how this is to be realised and sustained. Transition plans are equally important for both public good and commercially focused CRCs. This guidance document aims to assist CRCs to develop a robust transition plan acceptable to the department and appropriate to the CRC. CRCs will be advised by the department when their transition plan is first due. 2. Relationship to the Commonwealth Agreement These guidelines are issued in accordance with the conditions of approval of the Commonwealth grant and supported by Clause 12 and Clauses 18.1(d) and 18.1(e) of the Commonwealth Agreement. Schedule 2 of the Commonwealth Agreement describes the reporting obligations of the CRC (“the Recipient”), including the timetable for submitting iterations of the transition plan. 3. Developing a Transition Plan There is no single ‘best approach’ to developing a transition plan. Each CRC must consider the most appropriate path to utilisation for its Participants and stakeholders. There is no mandated approach required by the department when developing a transition plan; however a CRC must address the Key Considerations when Developing a CRC Transition Plan document (Attachment A). The plan may initially contain limited detail but would progressively increase in detail as the CRC moves to exit the CRC program. Throughout the life of the CRC the transition plan will be updated in the light of ongoing developments, as well as drawing on feedback from its Participants, stakeholders and the department. CRC Program – Guidance for Preparing Transition Plans Page 3 of 7 If a CRC has used a “Term Sheet” to develop its Participants or other Agreements, then this is a useful starting point to guide what will be the CRC’s long term objective, legacy and future beyond the current CRC program funding. In short, a CRC transition plan should address three strategic considerations: 4. The Centre - What does the CRC do and what is its intended legacy? The Centre theme is about current commercial and non-monetary values expected from the outputs. It covers details of a CRC including the current business model, the resources (including funding), the products/services and the strategy for deployment within currently identified markets. A CRC should consider the limitations and risks of current and future paths to utilisation and how IP arrangements would be managed into the future and the resources required in meeting these expectations. The Future - Overall goals for the Centre? The Future theme covers key goals and strategies (Plans A and B as a minimum) to implement and manage activities into the future (post CRC program funding) to achieve a CRC’s legacy. It should outline a strategy to either continue the collaboration, create a spinoff company, deploy a CRC’s legacy in other ways, or wind-up the CRC. The plan would consider how activities would be retained, transferred, or new ones undertaken (including education and training activities). Decisions centre on the CRC’s stakeholder ambitions, potential governance and management arrangements, as well as potential future funding, partnerships, customers and competitors. The Resources - What is required and where will they come from? The Resources theme aims to address how the CRC resources the transition plan. It follows that the CRC’s Future will require management of existing resources as well as the potential to plan for new resources, funding and income. Scope to Developing a Transition Plan The transition plan is a high level document that will encapsulate the following concepts: Market Potential It will identify target markets for its intellectual property (IP), the general characteristics of those markets, and how the CRC will respond to market opportunities and threats given its strengths and weaknesses. In the case of largely public good research, a market should be considered in its broadest sense as both the users and consumers of its research products, technologies or services, as well those who purchase or otherwise acquire them on behalf of the final users and consumers. Within this context, a description of the IP (commercial, social, and/or environmental) developed or expected to be developed by the CRC should be provided, including an assessment of its value (both monetary and non-monetary) and competitive advantage. Consideration of IP should not be limited to that which is only commercially exploitable, but should include the knowledge and know-how resulting from intellectual activity in all the industrial, scientific, literary or artistic fields explored by the CRC. A SWOT analysis should be undertaken to evaluate the strengths, weaknesses, opportunities, and threats involved in the post CRC grant proposal. This involves specifying the objective of the CRC Program – Guidance for Preparing Transition Plans Page 4 of 7 proposal, identifying the internal and external factors that are favourable and unfavourable to achieving that objective, and using the findings to inform the development of the plan. The plan will consider how the CRC monitors its target markets, including the market analysis techniques employed by the CRC and how changes in market requirements flow through to a realignment of CRC priorities, activities, and strategy. Operational Strategy to Realise the Value of IP The plan will consider the governance, management and operational mechanisms employed by the CRC to ensure that the return from the IP is realised in a manner that will maximise national benefits. The strategies will take into consideration alternatives and be flexible to adjust to new opportunities and threats. The plan will reflect the structures or mechanisms needed to ensure that the utilisation and transition objectives are achieved (i.e. the human and financial resources). The plan will describe a proposed business model or pathway for taking the IP to market or end-use beyond the grant period. For example, will it be through licensing, establishment of a spin-out company, consulting services, trade sale, sharing knowledge with others or other technology transfer etc? If it is through a spin-out company, will the company be governed by a new independent board? Where the proposed business model requires investment capital, the plan would also need to identify approaches to access potential sources of investment finance. If considered desirable, the plan should include Small or Medium Enterprise (SME) engagement and how this will be incorporated into the new arrangements. The plan should confirm that any CRC generated IP utilised by the new entity, is done so in a manner which maximises the national benefits accruing to Australia in keeping with its original funding agreement. Communicating CRC National Benefit Over the life of grant period, the CRC is expected to review its options regarding the transition away from CRC program funding support to either ‘winding up’ the CRC or maintaining an entity to sustain the collaboration and legacies beyond the grant period. The CRC should discuss these options with its Participants and stakeholders (both current and future) and garner support as required for the adoption and eventual implementation of the transition plan. As such, a communication strategy should be included to ensure that there is a process to inform users, including relevant industry sectors and the Australian public, of the performance and future of the CRC in delivering benefits to stakeholders. 5. Submission of the Transition Plan The transition plan must be prepared and kept up to date until the CRC transitions out of the CRC program. The Board of the CRC is required to approve the transition plan prior to submission. The CRC must submit its plan to the department by 30 June each year in accordance with Schedule 2 of the Commonwealth Agreement or as otherwise advised by the department. CRC Program – Guidance for Preparing Transition Plans Page 5 of 7 The Commonwealth will provide written feedback to the CRC regarding the submitted transition plan and the CRC must address any issues identified. Following feedback, the transition plan is updated, developed further by the CRC and resubmitted the following year. The CRC is not required to submit a transition plan at the conclusion of its final year of CRC program funding. The department will, however, expect a strong correlation between the final transition plan submitted and the CRC’s Wind-up Plan and Exit Report which are submitted in the penultimate year. 6. Assessment of the Transition Plan The transition plan will be assessed by the department against the principles established in this guidance document. If during the grant period the department advises the CRC in writing that the plan does not comply with the requirements of this guideline or it is not satisfied that the plan will deliver maximum national benefit to Australia, the CRC must make amendments to the plan to address issues as directed. 7. Privacy and Freedom of Information 7.1 Privacy In preparing the transition plan, a CRC must adhere to the Privacy Act 1998 and the Information Privacy Principles. In administering the CRC program, the department is bound by the provisions of the Privacy Act 1988. Section 14 of the Privacy Act contains the Information Privacy Principles (IPPs) which prescribe the rules for handling personal information. Persons, bodies and organisations involved in the CRC Program must abide by the IPPs and the Privacy Act when handling personal information collected for the purposes of that scheme/program. 7.2 Freedom of Information All documents created or held by the department with regard to the CRC Program are subject to the Freedom of Information Act 1982 (“FOI Act”). Unless a document falls under an exemption provision, it will be made available to the general public if requested under the FOI Act. All FOI requests will be referred immediately to the Freedom of Information Coordinator Corporate Strategy Branch in the Innovation National Office. Decisions regarding requests for access will be made by the authorised FOI decision-maker in accordance with the requirements of the FOI Act. 8. Assistance and Further Information Questions about the preparation or amendment of transition plans should be directed to the relevant Assistant Manager in the CRC program branch. CRC Program – Guidance for Preparing Transition Plans Page 6 of 7 Attachment A - Key Considerations when Developing a CRC Transition Plan CRC’s current activities/research «««««« PPoosstt CCRRCC PPrrooggrraam m FFuunnddiinngg »»»»»» What will continue? Why? What won’t continue? Why? Any new activities/research? Why or why not? Determine Strategy & Options for each technology/activity/research topic Strategic Considerations and Questions The Centre What does the Centre do and what is its intended legacy? Commercial potential Limitations and risks Competitors Likely Business Model Market Conditions SWOT Analysis IP protection – what, how? Resources and funding required Strategy for deployment, including who, how and why The Future Overall goals for the Centre? Short & long term goals? What activities will be undertaken to meet them? Basic business plan for proposed model (Plan A), incl. outline of expected income and expenses Proposed model for sustainability? Risks/benefits of model? What is Plan B or C if Plan A fails? Will ongoing activities include an education program, training services and/or SME engagement? Governance and management structure? Is it the most efficient and effective? The Resources What is required and where will it come from? What staff, facilities and resources will be needed? What is the planned timeframe? How much funding is required and when? Where will it come from? Is a specific rate of return for supporters required? How will this be realised? Are supporters and stakeholders engaged and committed? What resources will be sought from other sources? If not ongoing – brief strategy for how outcomes will be supported into the future CRC Program – Guidance for Preparing Transition Plans Page 7 of 7