GPC is a statutory body under the Statutory Bodies Financial Arrangements Act 1992 and the Financial Administration and Audit Act 1977. Our directors are appointed by the Governor in Council, pursuant to the Government Owned Corporations Act 1993 (GOC Act), on the recommendation of the Shareholding Ministers. 

View our board charter

The criteria for Board membership are in accordance with the GOC Act. This states that in appointing a person as a director, the Governor in Council must have regard to that persons ability to make a contribution to the statutory GOC’s commercial performance and implementation of its Statement of Corporate Intent (SCI).

All directors are non-executive directors. The Authority is committed to ensuring that all new members of the Board receive an effective induction to their Board and Committee responsibilities as well as an overview of the structure, operations, policies and processes of GPC. Directors are appointed for a term of no more than five years, but may be reappointed after that time.

Directors must declare their interests external to GPC to allow for the identification of any areas of activity that may lead to a conflict of interest. A declaration of directors’ other interests is a standing agenda item at the commencement of every ordinary Board meeting. Directors absent themselves from meetings while any matters of potential conflict of interest are discussed, and all reference to these matters is removed from copies of their minutes and papers. In accordance with its Charter, the Board at least annually ensures that the independence criterion as set out in the Charter is satisfied for each director.

The following materiality thresholds apply to the above definition of independence:

 a material professional advisor or consultant is one whose fees to GPC in a financial year exceed $100,000;
 a material customer is one the value of whose purchases from GPC in a financial year exceeds 2% of GPC's gross revenue; and
 a material contractual relationship, other than those described above, is one in respect of which the consideration payable under the contract exceeds $100,000.

Materiality is assess on a case by case basis from the perspective of both GPC and the relevant director, having regard to the director's individual circumstances.

The Board assumes overall responsibility for corporate governance practices within GPC and monitors the performance of the organisation, its management and employees. The Board, in conjunction with the Chief Executive Officer (CEO), establish and implement our operational, financial and strategic direction as outlined in our one year (Statement of Corporate Intent 2008-2009), five year (Corporate Plan 2008–2013) and long term (50 year Strategic Plan 1997–2047) plans. Ongoing government, customer, community and employee consultation assists the Board to enact the corporate objectives defined in these plans.

A comprehensive directors’ induction is carried out over two days for new directors appointed to the Board. Information and briefings provided to directors includes enabling legislation, corporate planning documents, relevant policies and detail on Board administrative arrangements.

A site visit is also carried out to familiarise directors with GPC’s operations. New directors are also provided with an opportunity to attend the GOC Directors’ Forum organised by the Office of Government Owned Corporations. This forum is usually held on an annual basis and provides an overview of the issues, processes and practices which are specific to GOCs and with which directors should be familiar in order to fulfil their role effectively.

Directors are kept advised of relevant industry related seminars and conferences on offer to update their skills and knowledge. Directors are also encouraged to attend workshops and seminars as part of a continuing professional development policy to enable them to undertake their role effectively.

The Chairman and Chief Executive Officer discuss and finalise the agenda for each meeting, which routinely includes:

 monthly reports on GPC's financial performance;
 monthly reports on GPC's non-financial performance (through a CEO report detailing the activities of each division);
 commercial and governance decisions requiring resolution; and
 monthly reports on expansion projects and new infrastructure

Each meeting also includes presentations by GPC employees or invited guests. Board papers are circulated in paper format one week before the meeting to provide sufficient time for review of agenda items and enable directors to request additional information to support them in their decision making.

Independent professional advice at GPC’s expense is available to the Board and individual directors to assist them in carrying out their designated duties.

As part of its governance process, the Board has committed to ensure a regular process of review is in place. The Chairman conducts a review of the skills around the Board table and identifies any skills that may be required in the future. Whilst the Chairman does not himself have the right to appoint directors it is acknowledged that Shareholding Ministers take skill requirements into account when appointing directors.

The performance of the Board, its Committees and individual directors is reviewed and evaluated on a regular basis. The review involves individual sessions between the Chairman and each director. In addition, from time to time, an external consultant may be engaged to assist with the evaluation and review of board performance.

Senior Executive remuneration is established in accordance with a remuneration policy approved by the Board. This policy is submitted to Shareholding Ministers to seek input and feedback, ensuring they are satisfied that remuneration arrangements are appropriate.

CEO and Senior Executive remuneration arrangements are determined by the Board in line with this policy and are advised to Shareholding Ministers prior to any variation of remuneration arrangements. Remuneration arrangements are based on the nature of work conducted and associated responsibilities. Details of Senior Executives’ remuneration are disclosed in our Annual Report (Notes to the Accounts) in accordance with GOC’s remuneration disclosure requirements.

Performance based payments for senior management

The senior executive performance scheme provides for the awarding of performance payments up to a maximum of 15% of base salary. The scheme is based on the achievement of key organisational goals as measured against an organisational scorecard. The scorecard lists targets for safety, production, financial performance, community satisfaction, maintenance performance and project completion.

The scorecard forms part of each senior executive’s performance plan, with each developing an individual performance plan focusing on key departmental goals for the year. The performance plans are approved by the CEO and the Board. These goals are reviewed after six months and assessed after 12 months. The awarding of performance payments is subject to Board approval and sign off by the Shareholding Ministers and the Premier.

The Audit and Compliance Committee defines the internal auditors’ scope of work through establishment of an annual internal audit plan. It also reviews the reports of the internal auditors, and assesses their quality of work.

Details of our ethical standards such as the Code of Conduct; Fraud, Corruption and Official Misconduct Policy; Whistleblowers and Risk Management Policy, and the means by which we implement them, form part of the induction policy for all new Board members and employees. Updates are provided as new policy developments occur and as part of our CEO’s annual business update sessions. Policies are available to employees via the GPC internal website.

A comprehensive Code of Conduct has been developed and formally adopted by the Board. The code gives detailed advice on the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. It also provides comprehensive examples to illustrate application of the code. Employees are reminded of their obligations under the code during annual business update sessions presented by the CEO. Our code reflects the requirements of the Public Sector Ethics Act 1994.

View our Code of Conduct Policy

The Fraud, Corruption and Official Misconduct Risk Management Policy applies to all Board Directors and GPC employees. The policy was developed to assist GPC management and employees in the discharge of their responsibilities by setting out the procedures for managing fraud, corruption and official misconduct risk.

The Corporate Services Manager is the Fraud Control Officer for the purposes of the policy. All incidences of theft and related activity are reported to the Audit Committee by the Fraud Control Officer on a regular basis for consideration of fraud control initiatives. Employees are also reminded of their obligations under this policy at the annual business update sessions.

Under our Code of Conduct, all GPC employees are required to report any reasonably based suspicion of fraud, corruption and maladministration to their managers, another appropriate officer of GPC, a member of the Board or through the GPC Hotline (1800 063 408) consistent to the requirements of the Whistleblowers Protection Act 1994. While the GPC Hotline is intended primarily to be a service for employees, contractors and customers of GPC, the same reporting channel is available for the community to raise issues and concerns. No calls to the Hotline will be dismissed on the basis of their source. The service is provided by our internal auditors.

The Queensland Government Corporate Governance Guidelines for GOCs – September 2005 (‘the guidelines’) summarise the expectations of Shareholding Ministers in relation to the corporate governance of all Queensland GOCs established under the GOC Act. The guidelines apply to the 2005-06 and subsequent financial years.

GPC is aware of its responsibilities under the Public Records Act 2002 and is formulating strategies in line with ISO40 Record keeping used under the Financial Administration and Audit Act 1977 to improve recordkeeping practices. This will ensure that operational business needs, legal, evidential and accountability requirements are met and stakeholder expectations are fulfilled.

The GPC Hotline is a free call number, 1800 063 408 and is available 24 hours a day seven days a week.

GPC's corporate governance framework encompasses mechanisms for employees to voice concerns and make confidential reports about fraud and related misconduct, including an independently operated channel for reporting on such concerns/issues. While the GPC Hotline is intended primarily to be a service for employees and contractors of GPC, the same reporting channel is available for the community to raise issues and concerns. No calls will be dismissed on the basis of their source. The service is provided by our internal auditors.

GPC's Entertainment and Hospital Policy as approved by the GPC Board and shareholding Ministers' is found below. The policy advises employees of allowable expenditure and their maximum value.

View the GPC Entertainment and Hospitality Policy