Gladstone Ports Corporation (GPC) is required to comply with the Corporate Governance Guidelines for Government Owned Corporations (GOC) established under the Government Owned Corporations Act 1993 (GOC Act).
GPC's governance framework ensures that our actions are aligned with government and stakeholder priorities and provides the leadership GPC requires to:
attain our vision
undertake our mission
uphold our values
efficiently and effectively achieve our goals and objectives.
GPC is a public company incorporated under the Corporations Act 2001 (Cth). Our Directors are appointed by the Governor-in-Council, pursuant to the GOC Act. GPC is required to have a minimum of three Directors and any Director may be removed at any time by the Governor-in-Council. No Director is subject to retirement by rotation.
A structure that adds value
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 person's ability to contribute to the statutory GOC's commercial performance and implementation of its Statement of Corporate Intent.
Gladstone Marine Pilots Services (GMPS) has the same Directors as GPC. All Directors are non-executive Directors. GPC 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 our structure, operations, policies and processes. Directors are appointed for a term of three years, but may be reappointed after that time.
Role of the Board
Our Board assumes overall responsibility for corporate governance practices within GPC and monitors the performance of the Corporation, 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 2018–19), five-year (Corporate Plan 2018–2023) and long-term (50-year Strategic Plan 2012–2062) plans. Ongoing government, customer, community and employee consultation assist the Board to enact the corporate objectives defined in these plans.
Induction of new members and continuing professional development
A comprehensive Directors' induction is carried out for new Directors appointed to the Board. This includes a site visit to familiarise them with our operations as well as information and briefings covering enabling legislation, corporate planning documents, relevant policies and details of Board administrative arrangements. Directors are kept advised of relevant industry related seminars, workshops and conferences to update their skills and knowledge and are also encouraged to attend these events as part of a continuing professional development policy enabling them to undertake their role effectively.
The Chairman and CEO discuss and finalise the agenda for each meeting. Standing items include:
apologies, declarations and minutes of meetings
declarations of interest or pecuniary interest
management action list and correspondence
monthly reports on GPC's financial performance
monthly reports on GPC's non-financial performance (through a CEO's report detailing the activities of each department)
commercial and governance decisions requiring resolution
monthly reports on projects and new infrastructure.
Meetings may include presentations by GPC employees or invited guests. Board papers are circulated in digital 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.
The Board may delegate its powers to a committee of Directors. GPC has three committees outlined below, each comprising of four Directors. One Director on each committee is appointed Committee Chairman by Chairman of the Board. Management personnel attend these meetings as required and GPC's external and internal Auditors attend the Audit and Compliance Committee meetings.
Finance, Investment, Commercial and Audit Committee
The Finance, Investment, Commercial and Audit Committee comprises of Adrienne Ward (Acting Chair), Peter Corones, Grant Cassidy and Stewart Butel. The qualifications of the members have been included in Directors’ biographies. The Committee was restructured in October 2015 following a reconstituted Board. The Committee is assisted by the CEO and Commercial General Manager. The internal and external auditors are invited to attend Committee meetings to present relevant reports and to openly discuss any concerns with the Committee, without Management influence. The Finance, Investment, Commercial and Audit Committee operates under a charter established by GPC's Board.
People, Performance and Culture Committee
The People, Performance and Culture Committee (formerly the Human Resources Committee) comprises of Gail Davidson (Chair), Peter Corones, Adrienne Ward and Peta Jamieson. In November 2015, following the reconstitution of the Board, the Committee was restructured. The Committee is assisted by the CEO, Commercial General Manager and the People, Community and Sustainability General Manager.
The Committee's responsibilities include, but are not limited to:
monitoring and implementing recommendations relating to salaries and EAs
reviewing reports and overseeing the implementation of recommendations arising from audits and reviews of systems and processes
providing strategic direction for human resource management
training, planning and development
making recommendations to the Board on remuneration issues.
The People, Performance and Culture Committee continued to review and approve GPC's strategic plans for Health and Safety. During 2015–16 the Committee monitored the progress of working groups developed as part of the Certified Agreement negotiations, and the progress of training, development and productivity initiatives throughout GPC.
Governance, Risk and Compliance Committee
The Governance, Risk and Compliance Committee received shareholding Ministers approval in June 2017 and comprises of Grant Cassidy (Chair), Peter Corones, Peta Jamieson and Stewart Butel. The Committee is assisted by the CEO and Commercial General Manager.
The Committee’s responsibilities include, but are not limited to:
monitor and reviewing issues that may impede the goals, objectives and performance of the company
monitoring of operations and maintenance of records, to ensure compliance with company policies and regulatory requirements
review the company’s risk appetite and risk tolerance, as determined by the Board, and with respect to relevant categories of operational risk
ensuring an appropriate risk-aware culture has been embedded through the company
review and approve the risk management infrastructure and the critical risk management policies adopted by the organisation.
The Risk Committee operates under a charter established by GPC’s Board.
Each Director must declare their material 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. 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.
Gaining independent advice
Independent professional advice at GPC's expense is available to the Board and individual Directors to assist them in carrying out their designated duties.
Board performance review
The Board, as part of its governance process, 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. While the Chairman does not have the right to appoint Directors, it is acknowledged that shareholding Ministers take skill requirements into account when appointing Directors.
Performance of the Board, its Committees and individual Directors is reviewed and evaluated on a regular basis. A review was conducted during the 2018-19 financial year and the next review is scheduled for the 2019-20 financial year. The review involves individual sessions between the Chairman and each Director. Occasionally, an external consultant may be engaged to assist with the evaluation and review of Board performance. Directors' attendance at 2018-19 Board meetings was in accordance with their individual terms of appointment to the Board.
Remuneration arrangements for the Board
Directors' remuneration is determined by shareholding Ministers and the 2018-19 details of Directors' remuneration are disclosed in the Notes to the Accounts in accordance with GOC remuneration disclosure requirements (see Note 20).
Internal audit is an independent function that assists the Board and Management in the effective discharge of their responsibilities. The Finance, Investment, Commercial and Audit 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. KPMG have been appointed GPC's internal auditors, ending 31 December 2020.
External audit arrangements
GPC, in accordance with the Auditor General Act 2009, uses the Queensland Audit Office as its external auditor.
GPC's dividend policy takes into account the return shareholders expect from their investment and the ongoing capital investment requirements of our business. In 2016-17, the Board recommended to shareholders a dividend payment of 100 per cent of after-tax profit, adjusted for any unrealised movements from the revaluation of non-current assets.
Act ethically and responsibly
GPC's ethical standards such as the Code of Conduct, Fraud and Corruption Prevention Policy, and Risk Management Policy, and the means by which we implement them, form part of the induction 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.
You can view our policies on our Release of Information Publication Scheme page.
Code of Conduct
A 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.
Fraud and Corruption Prevention policy
Fraud and Corruption Prevention applies to all Directors and our employees. A policy was developed to assist Management and employees in the discharge of their responsibilities by setting out the procedures for managing fraud and corruption.
The Company Secretary is the Fraud Control Officer for the purposes of the policy. All incidences of theft and related activity are reported to the Audit and Compliance 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.
All suspected and actual misconduct and reprisal action must be reported in accordance with the Public Interest Disclosure (PID) Procedure.
Under our Code of Conduct, all GPC employees are required to report any reasonably based suspicion of theft, fraud, assault, corruption and/or official misconduct to their manager, another appropriate officer of GPC, the PID Officer, through GPC's confidential reporting hotline (1800 063 408), through the Crime and Corruption Commission or by phoning 1800 061 611.
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 Deloitte.
The GPC Hotline is a free call number, 1800 063 408, and is available 24 hours a day, seven days a week.
Procedure on Public Interest Disclosure
On 1 January 2010, the Public Interest Disclosures Act 2010 (PID Act) came into effect. The PID Act creates an obligation on GPC to implement reasonable procedures to deal with Public Interest Disclosures (PIDs).
GPC is committed to creating and maintaining a workplace where strong ethical standards are upheld and displayed through employee behaviour. This includes the reporting and management of misconduct and reprisal, legally referred to as PID. This Procedure has been developed to encourage the reporting of PIDs, provide transparent and accessible reporting processes, and protect employees who make a PID.
The Company Secretary is the PID Officer for the purposes of the Procedure. All PIDs and related activity are reported to the Finance, Investment, Commercial and Audit Committee by the PID Officer on a regular basis for consideration. Employees are also reminded of their obligations under this Procedure at the annual business update sessions.
Recognise and manage risk
Our Board retains ultimate responsibility for risk management and for determining the appropriate level of risk that the Board is willing to accept in the conduct of our business activities. The CEO provides the interface between the business units and the Board. Overall, the CEO has the ultimate responsibility for maintaining a Board-endorsed, robust corporate risk management system within GPC that through transparency in reporting reflects the true state of business risk exposure.
GPC is committed to:
behaving as a responsible corporate citizen, protecting employees, customers, contractors and their property, as well as the community and the broader environment from unnecessary injury, loss or damage
achieving our business objectives by minimising the impact of risks we can meaningfully and realistically control which would otherwise significantly affect our assets and earnings
finding the right balance between the cost of control and the risks we are willing to accept as the legitimate grounds for earning reward.
Supervisors are required to ensure that as new risks are identified, or current risks are removed or escalated, the Business Risk Database is updated and that risks are communicated to their respective business units. A formal review of each business unit's risks must also be conducted by supervisors at least once a year as part of the business planning and budgeting process. These reviews consider the completeness of the risks identified, the accuracy of assessments, and review the effectiveness and continued operation of identified controls and accountabilities.
The principles behind this policy are based on AS/NZ 31000:2009 Risk Management — Principles and Guidelines, and Principle 7 of the Queensland Government's Corporate Governance Guidelines for Government Owned Corporations — February 2009.
GPC is aware of its responsibilities under the Public Records Act 2002 and in 2015–16 GPC formulated an Information Management Policy, Records Management Standard and Archive Management Procedure in line with ISO 40 Recordkeeping used under the Financial Accountability Act 2009 to improve recordkeeping practices. This will ensure that operational business needs, legal, evidential and accountability requirements are met, and stakeholder expectations are fulfilled.