Directors are entitled to receive adequate information to enable them to meet their responsibilities under the GOC Act. Management’s responsibility is to provide sufficient information in its briefing and Board submissions to address the requirements of Directors.
If a Director requires further information or explanation, the Director should raise the question at a Board meeting where the information can be provided or noted for follow up and a response by management. Between meetings, Board Directors should contact the Chairman should they have concerns or require information or request for an agenda item to be discussed. The Chairman may refer such requests to the CEO for response or preparation of a Board paper. Directors should not contact management of PCQ directly with requests or directions.
The Board Secretary is responsible for the orderly preparation of Board papers, minutes and meeting arrangements. The Secretary should be contacted regarding meeting times and arrangements and comments on Board minutes. It is the responsibility of Directors that information provided by email/fax is appropriately secure and not read by unauthorised persons.
BOARD PAPERS
The Board meets regularly on a monthly basis, currently on the fourth Tuesday of each month. No meeting is held in December. Board papers are distributed at least two clear business days prior to the Board meeting.
A complete set of Board Papers is made available for Directors at the end of each financial year.
OUT OF SESSION RESOLUTIONS
Occasionally, but particularly during contract tendering for major projects, PCQ may need a Board approval between Board meetings. eg. Tenders close and are evaluated after a Board meeting and the construction program requires award of the contract before the next Board meeting. Frequently PCQ is aware of the requirement at the previous Board meeting and advises Directors if such approvals are expected.
Section 9 of Schedule 1 to the GOC Act provides for resolutions without meetings if at least a majority of Directors sign a document stating the resolution. PCQ’s procedures provide that the Chairman should agree to an out of session approval being circulated. The Secretary will then fax or e-mail Directors a Board submission providing sufficient information to support the proposed resolution. If a Director agrees to the resolution, a fax is returned to the Secretary signed by the Director.
If a Director does not support the resolution or requires more information:
the Director can contact the Chairman and/or the CEO to discuss.
the Director can request the Chairman convene a special meeting of the Board to consider the submission.
The Director can provide comments on the return facsimile, which the Secretary is required to convey to the Chairman.
ISSUES AND MEDIA
Briefings and media statements on issues are provided to Directors when necessary, for information. PCQ publishes a quarterly Issues Report, which is distributed to Directors electronically. The report details current issues at each port.
In addition, Directors receive Issues Updates as required. These documents detail issues of a current or urgent nature for PCQ. Any formal decisions, which may be required as a result of emerging issues, are subject to the above processes.
Any media statements require the approval of the Chairman and/or the CEO.
Ports Corporation of Queensland Limited ACN 126 302 994
