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Corporate Governance

Corporate governance is a term broadly referring to the manner in which NQBP is controlled and governed in order to achieve its strategic goals and operational activities. It encompasses many activities including authority, accountability, stewardship, leadership and direction.

Good corporate governance assists NQBP to achieve its outcomes and obligations through sound planning and risk management. It provides a framework for establishing responsibilities that NQBP has to its various stakeholders, assists in decision making and improves accountability. 

The Board of the NQBP group assumes overall responsibility for corporate governance. It monitors the performance of the group, its management and staff, both directly and through the established Board Committees.

CODE OF CONDUCT

NQBP’s business is dependent on good relations and fair treatment of customers, employees and the public, with due consideration of the operating requirements of the business. The principles defining the work performance and ethical conduct expected of all Directors and employees are:

• respect for the law and the system of government

• respect for persons internal and external to the organisation

• integrity

• diligence

• economy and efficiency.

NQBP’s key policies in relation to this include the Code of Conduct, Disclosure and Conflicts of Interest Policy and Trading (Securities) Policy. A copy of these policies are included in the Right to Information section of this website.

OPERATING ENVIRONMENT

In conducting its business, the NQBP group is subject to relevant legislation and Government policy. As noted above, government ownership is represented through two Shareholding Ministers, the Treasurer and the Minister for Transport.

The Shareholding Ministers appoint the Board of Directors and approve the Statement of Corporate Intent, which sets the business objectives each financial year. They may act jointly to issue directions to the Board as well, in accordance with the GOC Act. 

The Minister for Transport has specific powers under the Transport Infrastructure Act 1994 to:

• approve Land Use Plans

• approve the disposal of any freehold land, or the exercise of tenure greater than 25 years over any NQBPC strategic port land.

FUNDING

Our primary source of revenue comes from port charges relating to shipping and trade volume.

ROLE OF THE BOARD

A Board Charter is in place that sets out the key roles and functions of our Board. The terms of this Charter have been observed by the Board. A copy of the Charter is included on NQBP’s website.

The collective role of our Board is to:

• set corporate direction and goals

• oversee the plans of management to achieve these goals

• review progress at regular intervals

The Board’s functions include:

• responsibility for the NQBP group’s commercial policy and management

• ensuring that, as far as possible, the NQBP group achieves and acts in accordance with its Statement of Corporate Intent

• accounting to NQBP’s shareholders for its performance as required by the GOC Act and other laws applying to NQBP

• ensuring that the NQBP group otherwise performs its functions in a proper, effective and efficient way.

As NQBP is a company GOC incorporated under the Corporations Act, the statutory duties imposed on directors under that legislation also apply to our Board. The Board also is required to have due regard to relevant legislation, relevant binding policies of the Queensland Government, as well as NQBP’s policies.

The Board has delegated various functions to management but has reserved certain matters to the Board. This allocation of responsibility is set out in an Instrument of Delegation approved by the Board.

MEMBERSHIP OF THE BOARD

Collectively, members of the Board should possess:

• a thorough understanding of the core activities of the NQBP group and the environment in which it operates to make informed decisions

• a commitment to the continual improvement of NQBP group operations, strategic direction and policy framework

• strong business acumen, management skills and financial and operational reporting

• a high level of understanding of best practice employee relations, industrial relations and remuneration and motivation concepts

• an inquiring attitude, objectivity and independence

• a strong, demonstrated sense of probity and ethical conduct.

REVIEW OF BOARD PERFORMANCE

The Chairman has weekly briefings from the Chief Executive Officer, and also with managers as required, on all relevant aspects of our activities and performance. Detailed verbal and written briefings on various issues are provided to the Chairman and/or Board as necessary.

NQBP has a Governance Policy in place, and this document outlines the process for evaluation of Board and Committee performance.

On an annual basis, the Chairman discusses with directors, their competencies as well as Board performance. A review of Board performance is conducted annually, with an external review being undertaken every second year. This review covers such matters as role of the Board, including in relation to strategy, the effectiveness of the Board in monitoring organisational performance and its oversight of risk management and compliance, as well as stakeholder communication and networking. Other items reviewed include policy framework, board papers/agendas, meeting dynamics and Committee structure.

NQBP is currently seeking Shareholding Minister's approval to establish the Corporate Governance and Planning Committee.  The role of this committee includes review and improving Board processes and makes recommendations to the Board on this issue.

The Human Resources and Industrial Relations Committee also reviews development needs and opportunities in relation to directors on a regular basis throughout the year.

In addition, each committee (in accordance with their charters) addresses competency and performance issues at least annually, as well as information needs.

Shareholding Ministers are informed of any key issues arising out of the performance reviews. The Chairman will also raise any material concerns about Board performance directly with the shareholding Ministers if need be.

REMUNERATION ARRANGEMENTS FOR MANAGEMENT AND EMPLOYEES

The Chairman reviews the performance of the Chief Executive Officer and reports to the Board through the Human Resources and Industrial Relations Committee.

The leadership team of NQBP has been established by seconding senior executives from Ports Corporation of Queensland and Mackay Ports Limited. Their remuneration arrangements remain unchanged during the secondment period.

Remuneration recommendations for executives are reviewed by the Human Resources and Industrial Relations Committee, before consideration and approval by the Board. Remuneration will be determined in accordance with the Queensland Government’s Government Owned Corporation Governance Arrangements for Chief and Senior Executives, as reflected in NQBP’s policies and procedures for Recruitment and Selection, Organisational  Structure, Performance Agreements, Remuneration - Chief and Senior Executives and Chief and Senior Executive Performance Pay. 

Details of the remuneration paid to NQBP’s senior executives are contained in the Notes to the Financial Statements of PCQ’s and MPL’s Annual Reports.

The Board keeps shareholding Ministers informed of the remuneration arrangements of senior executives on a regular basis. This advice is provided in writing and details the nature and amount of the remuneration and the way in which the remuneration has been determined.

The Board is required to submit any significant amendments or variations to NQBP’s remuneration policies to shareholding Ministers.

REVIEW OF PERFORMANCE FOR MANAGEMENT AND EMPLOYEES

NQBP operates a performance pay scheme for executives. The performance pay comprises two components:

• 70% based on group performance and

• 30% based on individual performance

The following pre-agreed (at the start of the financial year) performance criteria is used to determine the level of the group component of the payment.

Performance Indicator	Weighting for Management Bonus
Commercial Agreements	10%
Capital Development	15%
Asset Maintenance and Contract Administration	10%
Environment	5%
Workplace Health and Safety	5%
Security	5%
Financial Targets	15%
Customer/Stakeholder Service	10%
Corporate Efficiency	10%
Risk	5%
Planning	10%
Total	100%

The recommended payments are determined by the Board after the end of the financial year and paid and reported to shareholding Ministers in accordance with current guidelines.

COMMUNICATIONS WITH SHAREHOLDING MINISTERS

The key disclosure requirements under the GOC Act require NQBP to reasonably inform shareholding Ministers about its operations and financial matters as well as material risk factors.

Regular communications are initiated with key stakeholders, including shareholding Ministers and government representatives. Quarterly reports are provided to shareholding Ministers and their representatives, as well as individual ministerial briefings on specific issues.

The Chairman and the Chief Executive Officer meet with shareholding Ministers and their representatives on a regular basis. NQBP management also meets with representatives of OGOC and Queensland Transport each month after the Board meeting to update them on relevant issues.

NQBP’s policies do not prescribe the type and level of disclosure to shareholding Ministers. The Board and NQBP management team exercise their judgement on a case-by-case basis as to what matters should be disclosed in order to comply with the GOC Act disclosure requirements.