Oversee the plans of management to achieve these goals
Review progress at regular intervals
2.TERMS OF REFERENCE
The role of the Board specifically includes:
Responsibility for PCQ’s commercial policy and management
Ensuring that, as far as possible, PCQ achieves and acts in accordance with its Statement of Corporate Intent
Accounting to PCQ’s shareholders for its performance as required by the GOC Act and other laws applying to PCQ
Ensuring that PCQ otherwise performs its functions in a proper, effective and efficient way
(extract from section 92 of the Government Owned Corporations Act 1993)
3.MEMBERSHIP
Composition
The membership of the Board consists of those directors appointed by the Governor in Council. A quorum for the Board is 50% or more of currently appointed members.
Collectively, the membership of the Board should possess:
A thorough understanding of the core activities of PCQ and the environment in which it operates, including its strengths, weaknesses, opportunities and threats;
A commitment to the continual improvement of the outputs that PCQ delivers and that contribute to the achievement of PCQ’s mission and the commitments in its SCI and Corporate Plans;
Strong business acumen and management skills;
A high level of understanding of best practice employee relations, industrial relations and remuneration and motivation concepts;
A high level of competency in financial and operational reporting;
An inquiring attitude, objectivity and independence; and
A strong, demonstrated sense of probity and ethical conduct.
The Board should inform its shareholding Ministers if it believes the current composition of the Board does not meet these standards.
Members of the Board are required to familiarise themselves with PCQ and to take reasonable steps to ensure that they are informed about the business to make informed decisions.
Individual Board members are responsible collectively for Board decisions and Board members should support and adhere to all Board decisions. Members can exercise a dissenting view on particular decisions, which should be appropriately minuted.
Role of Board Chairman
The Chairman of the Board leads and directs the activities of the Board. Responsibilities of the Chairman include:
Ensuring, in concert with the Board, PCQ establishes a clear strategic direction and appropriate policy framework.
Represent PCQ in key stakeholder (customer, community etc) forums
Liaising with and reporting to shareholding Ministers
Setting the Board agenda
Facilitating the flow of information and discussion
Ensuring the Board operates effectively
Reviewing Board and organisational performance
Inducting and supporting Board members
Induction of New Members
The Board Charter will be supplied to new appointees as director to the PCQ Board as part of their general induction. The Chairman will personally ensure that, on appointment to the Board, the appointee is familiar with the current Board Charter and is briefed on key current issues. The “Directors Briefing Document” is supplied and documents expectations of directors and the legal and operating environment of PCQ.
Professional Development
Directors have a personal obligation to acquire and maintain the skills and knowledge to perform their role as a PCQ director. The Board will support ongoing development of individual directors as appropriate to ensure, collectively, the Board has the skills and knowledge to perform its role.
Compliance with Policy
Each director has a duty to comply with the law and binding government and PCQ policies.
Appointment of Secretary
An appropriate officer will be appointed as the Secretary of the Board.
4.SHAREHOLDING MINISTERS
Shareholding Ministers should be kept informed of operations, financial performance, position and any other matter which may be required (s130 GOC Act).
The Board must give to the shareholding Ministers a report for each quarter (s130 GOC Act).
5.ROLE OF CEO
The Chief Executive Officer’s duty is, under the Board, to manage PCQ (s98 GOC Act). The CEO is the primary link between the Board and the executive management. In addition to managing the day to day affairs of PCQ, the responsibilities of the CEO include:
Communicating Board policies and priorities to staff
Presenting organisational reports, submissions and budgets to the Board.
The CEO works closely with the Chairman and the Board.
6.ADMINISTRATIVE ARRANGEMENTS
The Board will meet at least 11 times a year unless otherwise determined. Agenda papers will be prepared and distributed at least four days prior to each meeting. Where the Chairman considers appropriate, matters may be dealt with by the Board through “out of session” approval.
Minutes of each meeting will be recorded and accepted at the next meeting. The Chairman is to receive the original minutes from the prior meeting for review with the agenda for the next meeting. The Chairman is responsible for ensuring the minutes are an accurate record and will sign the minutes as confirmation. Out of session resolutions will be recorded in the following month’s minutes.
7.ACCESS TO INFORMATION AND ADVICE
Access to Records
The Board shall be provided with all necessary access to internal documents, reports, records and personnel in pursuit of its mandate.
Specific requests in this regard should be directed to the Chief Executive Officer or Board Secretary.
Engagement of External Resources
The Board may engage appropriate consultants so far as is necessary to properly fulfil its mandate.
8.BOARD EVALUATION
A summary of the role and achievements of the Board will be included in the annual report of PCQ, together with a statement that the Board has observed the terms of its charter and had due regard to industrial legislation, relevant binding policy of the Government and PCQ policies.
The Chairman meets annually with directors on an individual basis to review competencies and obtain feedback on board performance.
Results of any performance evaluation of the Board will remain confidential. Results of performance evaluation will be discussed on an as required basis by the Chairman with the shareholding Ministers. If a material concern has been identified, the Chairman will raise directly with the shareholding Ministers.
9.REVIEW OF CHARTER
This Charter should be reviewed by June 2008.
Ports Corporation of Queensland Limited ACN 126 302 994
