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02176 Welcome Aboard 2002

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02176 Welcome Aboard 2002 Powered By Docstoc
					      Welcome Aboard:
     A Guide for Members of
  Queensland Government Boards,
Committees and Statutory Authorities

  Governing Queensland
ISSN 1441-3531


First published 1998
Second edition January 2000


Copyright protects this publication. Except for purposes
permitted by the Copyright Act, reproduction by whatever means
is prohibited without the prior written permission of GOPRINT.
Inquiries should be addressed to GOPRINT, Marketing and Sales
Division, 371 Vulture Street, Woolloongabba, 4102.
                           Published by
                           State Affairs
               Department of the Premier and Cabinet
                                July 2002
Disclaimer:

This publication has been prepared as a general guide for current and
potential members of Government boards, committees, and statutory
authorities. It is not intended to be exhaustive in nature and should not
be relied upon in substitution for detailed legal advice. No responsibility
is accepted for any errors, omissions or inaccuracies whatsoever.
                                                                       Foreword




Foreword
Good government rests on transparent, thorough processes that guide
Ministers, their advisors, and professional public servants in the effective
completion of their duties. Governing Queensland is a suite of policy and
administrative handbooks designed to explain in an open way the
processes of government in this State. Details of Queensland Cabinet,
Executive Council and Parliamentary processes are provided and
important links between them are explored. Other handbooks describe
policy and legislative development practices in Queensland government
agencies. Another volume provides administrative and financial guidelines
for ministerial offices and another provides direction for current and
intending members of government boards.
Governing Queensland includes
¥      the Queensland Cabinet Handbook
¥      the Queensland Executive Council Handbook
¥      the Queensland Legislation Handbook
¥      the Queensland Ministerial Handbook
¥      the Queensland Parliamentary Procedures Handbook
¥      the Queensland Policy Handbook
¥      Welcome Aboard: A Guide for Members of Queensland
       Government Boards, Committees and Statutory Authorities
These handbooks are written firstly for Ministers, Members of
Parliament, public servants and staff in Ministers offices, but they will be
of interest to many other people who work with government agencies or
who wish to influence government decisions. For serious students of
government, Governing Queensland offers transparency about the
policies and practices associated with our most important government
institutions. Appropriately, as we enter a new age of electronic
broadcasting, Governing Queensland is also available on compact disc
and through the Queensland Government s world wide web site.
Governing Queensland will strengthen the public service by requiring
high quality processes supporting effective government, and encouraging
better integration of policy development, planning, implementation and
evaluation.
Governing Queensland describes the policy and legislative development
processes that this government follows, and provides details of the
processes involved and the responsibilities of key participants. Its
publication marks another achievement by my government in
encouraging transparent and accountable practices in support of a
stronger, more participative democracy.




Peter Beattie MLA
Premier

Welcome Aboard: A Guide for Members of Queensland Government Boards,
Committees and Statutory Authorities
Contents




Contents
Foreword

Introduction

1.0        Purpose of the Guide

2.0        Role of Government Boards
           2.1     Functions
           2.2     Responsibilities/Reporting Relationships
           2.3     Categories of Government Boards
                     Trading
                     Governing
                     Policy/Review/Specialist
                     Regulatory/Registration/Appeal
                     Trustees
                     Advisory/Consultative
3.0        Role of Key Players
           3.1     Ministers
           3.2     Chair
           3.3     Board Members
           3.4     Chief Executive Officer
           3.5     Executive Officer/Secretary
           3.6     Minutes
           3.7     Proxies and Observers
4.0        Selection and Recruitment
           4.1     Government Priorities
           4.2     Board Composition
           4.3     Statutory Requirements
           4.4     Member Skills and Attributes
           4.5     Member Expertise
5.0        Remuneration
           5.1     Public Sector Employees on Government Boards
6.0        Induction

7.0        Duties and Responsibilities of Board Members
           7.1     Enabling Legislation
           7.2     Common Law
           7.3     General Legislation
           7.4     Judicial Review
           7.5     Freedom of Information
           7.6     Privacy
           7.7     The Ombudsman
           7.8     Corporations Act 2001 (CTH)
                      Duty to act in good faith and for a proper purpose
                      Duty to act with care and diligence



                 Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                       Contents



                     Duty to avoid improper use of information
                     Duty to avoid improper use of position
                     Duty to disclose certain interests
                     Duty to avoid conflict of interest
                     Penalties
         7.9      Integrity Commissioner
         7.10     Code of Conduct
         7.11     Restrictive Trade Practices
         7.12     Approval Requirements
         7.13     Delegations
         7.14     Accountability Arrangements for Subsiduary Companies
         7.15     Overseas Travel for Official Purposes
         7.16     Credit Cards
8.0     The role of Public Service Employees on Government Boards
         8.1      Role and Responsibilities
         8.2      Incorporated Government Owned Bodies
                  — Conflicts of Interest
         8.3      Remuneration
9.0     Liability and indemnity
         9.1      Crown Employees Appointed to Boards
         9.2      Guarantees
         9.3      Indemnities
         9.4      Insurance
         9.5      Misfeasance in Public Office
10.0    Evaluating Board Performance

        10.1     Reporting Requirements

11.0    Government Owned Corporations
         11.1     Role
         11.2     Key Officers
         11.3     Duties and Responsibilities
         11.4     Remuneration
                     Deputy Chairs
                     Remuneration Guidelines for Directors and
                     Senior Executives in GOCs
                     GOC Board Sub-Committees
                     Superannuation
                     Out of Pocket Expenses
                     Motor Vehicles
         11.5     Board Member Selection
         11.6     Reporting Requirements
                     Responsibilities of Shareholding Ministers
                     Timely Flow of Information
                     Justification of Decisions
                     Sensitive Issues
         11.7     Overseas Travel
         11.8     Credit Cards



Welcome Aboard: A Guide for Members of Queensland Government Boards,
Committees and Statutory Authorities
Contents



           11.9      Indemnities for GOCs
           11.10     Insurance for GOCs
           11.11     Other Government Policies Affecting GOCs
           11.12     Induction for GOC Directors
           11.13     Office of Government Owned Corporations (OGOC)
           11.14     Freedom of Information Act 1992 and
                     Judicial Review Act 1991
           11.15     Privacy
           11.16     Application for other Acts


Attachments
           1         Resources
           2         Contact Details
           3         Useful Internet Links
           4         Induction Checklist
           5         Remuneration Guidelines for Directors and Senior
                     Executives in Government Owned Corporations
           6         Registration for Personal Interests Form
Glossary

Index




                   Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                    Committees and Statutory Authorities
                                                                                                     Introduction



                              Introduction
                              Welcome Aboard: A Guide for Members of Government Boards, Committees
                              and Statutory Authorities is about the role of government Boards, and the
                              responsibilities of those who serve the community as members. It also gives
Other titles in this series   details about how Boards are established.
include:
                              Welcome Aboard will be invaluable for:
• The Queensland Cabinet
                              ¥     current and intending Board members;
  Handbook
                              ¥     officials involved in selection and appointment of new members; and
• The Queensland
                              ¥     people interested in how government operates.
  Executive Council
  Handbook                    The 2002 edition of Welcome Aboard includes more detail about guidelines
• The Queensland              for credit card usage, the responsibilities of public servants on Government
  Legislation Handbook
                              Boards, the Integrity Commissioner, the Government s privacy scheme and
• The Queensland              an expanded chapter on Government Owned Corporations. Welcome Aboard
  Ministerial Handbook
                              is again available on the Internet to allow access by a wider audience.
• The Queensland
                              Frequent users will also value the hyperlinks within the electronic text,
  Parliamentary
  Procedures Handbook         allowing swift movement to related topics.
• The Queensland Policy       Welcome Aboard is part of the Governing Queensland suite of Handbooks
  Handbook
                              that provides information about:
                              ¥       policy development in Government agencies;
                              ¥       the role of Cabinet and the Executive Council;
The Handbooks provide         ¥       the roles and responsibilities of Ministers and Ministerial staff; and
extensive administrative      ¥       the processes of drafting and approving laws.
detail about the processes
and practices associated      Welcome Aboard deals with the obligations of persons involved in the good
with the effective            corporate governance of State agencies.
functioning of the
Queensland Executive          State Affairs of the Department of the Premier and Cabinet has expertise in
Council, the Legislative      the process of selection and appointment of Government Board members. In
Assembly, Cabinet,            this regard, State Affairs:
Government departments
                              ¥      supports the Premier in making appointments within the portfolio of
and agencies.
                                     the Premier and Cabinet;
                              ¥      briefs the Premier on all significant appointment Cabinet submissions;
                                     and
                              ¥      administers a Register of Appointees to Queensland Government
                                     Bodies which is accessible on the Internet;
Correspondence about          ¥      administers the Central Register of Nominees to Government Bodies
Welcome Aboard should                on which all Queenslanders are invited to enrol; and
be addressed to:              ¥      provides secretariat support to the Executive Council of Queensland,
The Director                         which considers appointments to Government bodies where Governor
Executive Services                   in Council approval is required.
State Affairs
Department of the Premier     State Affairs initiated Welcome Aboard in 1998. This third edition
and Cabinet                   incorporates changes suggested by users after intensive consultation and
PO Box 185
                              consideration of the role of Welcome Aboard in the context of the Governing
Brisbane Albert Street Qld
4002 Australia                Queensland suite of Queensland Government Handbooks.
                              Copies of Welcome Aboard may be purchased at GOPRINT. The full set of
                              Handbooks is available on CD-ROM. The address for purchases is:
                              GOPRINT, Marketing and Sales Division, 371 Vulture Street,
                              Woolloongabba, 4102.
                              Welcome Aboard is also available via the Internet at:
                              http://www.premiers.qld.gov.au/

                              Welcome Aboard: A Guide for Members of Queensland Government Boards,           1.0
                              Committees and Statutory Authorities
Purpose of the Guide




1.0 Purpose of the Guide
           Government bodies are in most cases established by or under an
           Act of Parliament. These bodies are usually administered by a
           number of people specially appointed by a Minister, Cabinet or by
           the Governor in Council because of their particular skills or
           experience. These individuals are appointed for a fixed period of
           time and together make up a Board, committee or statutory
           authority (collectively referred to throughout this document as
           Government Boards) which is responsible to a Minister for the
           general direction, control and operations of the Board. Members of
           these Government Boards have similar roles and responsibilities
           irrespective of the size of the body.
           Members of the public with relevant experience or expertise may
           be considered for membership to Government Boards when casual
           vacancies arise; when a new Government agency is set up; or at the
           expiration of the term of office of a body or individual members.
           Appointment to a Government Board carries with it many serious
           responsibilities and obligations. Lack of knowledge of these
           responsibilities can seriously disadvantage both the individual and
           the Board for whose performance they are accountable to a
           Minister. It is vital that persons currently undertaking or newly
           chosen for such appointments fully understand the scope of the task
           so that they are able to contribute in a meaningful and positive way
           to the administration of their Government Board.
           This Guide is designed to assist the establishment and operation of
           Government Boards and to assist members in the effective and
           efficient performance of their duties. The Guide may be useful to
           officers responsible for the appointment process and for Chairs and
           Chief Executive Officers responsible for selection and induction.
           This is not a legal document nor is it intended to be exhaustive. It
           attempts to consolidate in the one document key information
           relevant to members of Government Boards.
           Many statutory authorities have been converted into Government
           Owned Corporations (GOCs) over recent years. GOCs are quite
           different from most other statutory authorities in that they are
           structured to operate in a manner which, as much as possible,
           mirrors the operations of private sector firms, but within a
           framework where Government ownership and control is
           maintained.
           GOCs are required to act in a commercial manner. Some of the
           requirements of GOCs are different - often more onerous - than
           applies with other Government bodies. While much of this Guide
           can apply to members of all Government Boards (including GOCs)
           certain aspects are less relevant to GOC board members. Many of
           the requirements imposed on GOC board members are the subject
           of specific legislation, namely the Government Owned
           Corporations Act 1993 (GOC Act) and, in certain instances, the
           Corporations Act 2001(Cth).



1.0              Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                 Purpose of the Guide



          This Guide does not cover in great detail the requirements for GOC
          board members. However, in the interests of completeness, section
          11 of this document does describe, in general terms, certain key
          aspects of the arrangements applying to GOC board members (and
          highlights the key sections of the GOC Act which apply).
          Specific legal advice should always be sought when there is any
          doubt.




Welcome Aboard: A Guide for Members of Queensland Government Boards,              1.0
Committees and Statutory Authorities
                                                                                       Role of Government Boards




                          2.0 Role of Government Boards
There are many types of             There are hundreds of different Government Boards across Queensland.
Boards                              They range in scale and character from advisory Boards providing
                                    policy advice on discrete areas of government policy, to professional
                                    registration Boards, or governing Boards overseeing multi-million
                                    dollar government trading enterprises. There are approximately 650
                                    Government Boards listed in the Register of Appointees to Queensland
                                    Government Bodies maintained by State Affairs, Department of the
                                    Premier and Cabinet and available on the Internet at
                                    http://statauth.premiers.qld.gov.au/stat.


                          2.1 Functions
                                    A broad distinction can be drawn between those Government
                                    Boards which provide governance (ie. direction and control) and
                                    those which provide policy and management advice. The functions
                                    and general powers of a Board are usually set out in the enabling
                                    legislation (the Act of Parliament which establishes the entity).

                                    Example:          Beach Protection Authority established under the
                                                      Beach Protection Act 1968
                                    Functions:
                                    s.34      The functions of the authority shall be
                                        (a)     the giving of advice and making of reports with respect to
                                                coastal management to the Minister, State government
                                                departments, port authorities, local governments, river
                                                improvement trusts and other persons;
                                        (b)     the carrying out of investigations, conducting of
                                                experiments and giving demonstrations with respect to
                                                coastal management;
                                        (c)     the planning of preventive and remedial measures with a
                                                view to preventing any matter or thing having an adverse
                                                effect upon the amenity of the coast and, subject thereto,
                                                with a view to minimising damage to property from
                                                erosion or encroachment by tidal water;
                                        (d)     the recording and evaluating of the results of
                                                investigations, experiments, demonstrations and plans
                                                referred to in paragraphs (b) and (c);
                                        (e)     the disseminating of information on coastal management
                                                to members of the public; and
                                        (f)     the exercising and performing of the powers, authorities,
                                                functions and duties conferred upon it by this or any other Act.


                          2.2       Responsibilities/reporting relationships
                                    It is useful to examine to whom the Government Board is
                                    responsible in determining its type and function. It may be the case



                          Welcome Aboard: A Guide for Members of Queensland Government Boards,
                          Committees and Statutory Authorities
Role of Government Boards



             that the Board is responsible to the relevant Department and/or
             portfolio Minister. A good test is to determine whether the Minister
             can intervene in Board decisions or policy, can give the Board               Consider the nature of
             directives, or set strategic direction/policy direction of the Board.        reporting relationships in
                                                                                          determining type and
             It may be the case that the Board has statutory independence or              function
             must act in accordance with public directions. For example,
             directions from the Premier to the Commissioner for Children and
             Young People to produce a report on the operations of the
             Commission for Children and Young People.
             It is also important to examine the Board s internal/external
             auditing provisions to determine whether the Auditor-General is
             required to be the external auditor of the Board s operations.


 2.3         Categories of Government Boards
             Many different names are given to Government Boards including
                                                                                          Six broad categories of
             board, commission, authority, trust, tribunal, committee and council.        Boards
             Queensland Government Boards can be divided into six broad
             categories: trading, governing, policy/review/specialist,
             regulatory/registration/appeal, trustees and advisory/consultative.
             It should be noted that some Government Boards perform functions
             across more than one of the listed categories. For example, the
             Electoral Commission of Queensland reviews the number of
             electoral districts in Queensland in addition to performing advisory
             and specialist research functions. The following classifications are
             based on the primary function of these Boards. Additional
             information should be obtained from the enabling legislation for
             each particular Board.
             Trading
             Boards of public trading enterprises engaged in commercial
             activities
             eg. Port Authorities, South Bank Corporation and Queensland
             Rail1.
             Governing
             Boards of Statutory Authorities which govern the operation of an
             agency
             eg. Universities, Legal Aid Board and Legal Aid Queensland,
             Queensland Art Gallery Board of Trustees and Queensland Theatre
             Company.
             Policy/Review/Specialist
             State level committees with a policy or coordination role
             eg. Local Government Grants Commission, Queensland Recreation
             Areas Management Board and the Queensland School Curriculum
             Council (P-10).
             Boards and committees with a review role                                     1
                                                                                              In some cases these trading
                                                                                              enterprises may be
             eg. Accreditation Councils, Patient Review Tribunal and Health                   Government Owned
             Rights Commission.                                                               Corporations. GOCs are dealt
                                                                                              with in Section II of this
                                                                                              guide.


 2.2 - 2.3        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                   Committees and Statutory Authorities
                                                                  Role of Government Boards



          Expert committees with a specialist, scientific or research role
          eg. Radiation Advisory Council and the Electrical Approval and
          Energy Labelling Advisory Committee.
          Regulatory/Registration/Appeal
          Boards with a regulatory or registration role
          eg. Dental Board of Queensland, Board of Teacher Registration and
          Queensland Gaming Commission.
          Boards and tribunals with a quasi-judicial, complaints or appeals role
          eg. Anti-Discrimination Commission and Tribunal, Queensland
          Building Tribunal, Land Tribunal, Solicitors Board and Retail Shop
          Leases Tribunal.
          Trustees
          Boards which manage public trusts
          eg. Anzac Day Trust, Major Sports Facilities Authority and Boards
          of Trustees of Grammar Schools.
          Advisory/Consultative
          Boards and committees with an advisory or consultative role
          eg. Brisbane Forest Park Advisory Planning Board, National Trust
          of Queensland, Queensland Heritage Council and the Rural Fire
          Council.
          The primary role of trading and governing Boards is to guide and
          direct the organisation. They set performance goals; ensure
          corporate compliance and management accountability; endorse
          strategic plans and approve operating budgets. They ensure that the
          organisation has the resources necessary to achieve goals, monitor
          progress and report outcomes.
          Regulatory, registration and appeal Boards determine standards,
          monitor and regulate practice, grant licences, investigate
          complaints, review decisions and make judgements.
          Coordination committees facilitate policies, plans or projects
          within and across portfolios.
          Advisory committees advise and make recommendations to
          Ministers and agencies on policies, plans and practices or issues
          referred to the committee for comment.
          Some roles are common to most Government Boards, namely to:
          ¥      be strategic — adopt a long term perspective, anticipate and
                 respond to changes in the external environment, and
                 integrate various corporate functions;
          ¥      be client focused — be aware of community and Government
                 opinion and needs; balance the demands of different
                 stakeholders;
          ¥      ensure the highest standards of financial accountability and
                 ethical behaviour; and
          ¥      maintain effective planning, information and control systems
                 to monitor progress.




Welcome Aboard: A Guide for Members of Queensland Government Boards,            2.3
Committees and Statutory Authorities
                                                                                                  Role of Key Players




                               3.0 Role of Key Players

                               3.1       Ministers
Ministers are responsible                Ministers are responsible to Parliament for the operation of all
to Parliament for boards                 Government Boards and agencies within their portfolios. They have
and authorities
                                         the authority either directly to make appointments to Government
                                         Boards, or indirectly to recommend appointments to Cabinet or the
                                         Governor in Council. The authority of a Minister to give directions
                                         to a Board is spelled out in the enabling legislation, if any.


                               3.2       Chair
                                         The Chair of the Board leads and directs the activities of the Board.
                                         Responsibilities of the Chair include:
                                         ¥      setting the Board agenda;
                                         ¥      facilitating the flow of information and discussion;
                                         ¥      conducting Board meetings and other business;
                                         ¥      ensuring the Board operates effectively;
                                         ¥      liaising with and reporting to the Minister;
                                         ¥      reviewing Board and organisational performance; and
                                         ¥      inducting and supporting Board members.

                                         The Chair must be fully conversant with the business of the agency
The Chair leads and directs              and ensure compliance with all legal and statutory obligations. The
the activities of the Board              Chair    may     be    invited     to    have     input    to    the
                                         nomination/selection/recruitment process for new Board members.
                                         However, responsibility for selection rests with the Minister and/or
                                         Cabinet and so it would not normally be appropriate to tender
                                         suggestions or advice unless invited to do so.

                               3.3       Board members
                                         The collective role of a trading, governing or trustee Board is
                                         predominantly to:
                                         ¥      set corporate direction and goals;
                                         ¥      oversee the plans of managers to achieve these goals; and
                                         ¥      review progress at regular intervals.

Board members are                        Members of these Boards are required to familiarise themselves
responsible collectively for             with the organisation which the Board represents. Members of all
Board decisions                          Boards are required to familiarise themselves with members legal
                                         and statutory obligations. They must take reasonable steps to ensure
                                         that they are informed about the business of the Board 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.

                               Welcome Aboard: A Guide for Members of Queensland Government Boards,         3.0 - 3.3
                               Committees and Statutory Authorities
Role of Key Players




3.4         Chief Executive Officer
            For those Boards that operate with a CEO, the responsibilities of
            the CEO usually include:
            ¥         the observance of the enabling legislation;
            ¥         maintaining proper internal controls and management
                      information systems;
            ¥         employment and management of all staff;
            ¥         managing the budget of the Board;
            ¥         implementing Board decisions;
            ¥         preparation of the annual strategic plan including
                      organisational performance targets for approval of the Board;
            ¥         operational, administrative and marketing functions; and
            ¥         communications to and from the organisation.

            The CEO is the primary link between the Board and the                        The Chief Executive
            organisation: communicating Board policies and priorities to staff           Officer is the primary link
                                                                                         between the Board and
            and presenting organisational reports, submissions and budgets to            organisation
            the Board. The CEO should work closely with the Chair.


3.5         Executive Officer/Secretary
            An Executive Officer or Board Secretary provides administrative              Executive Officers or
            support to the Board. On policy and advisory committees the                  Board Secretaries provide
            Executive Officer may have a coordination, policy development or             administrative and
            project management role. The Executive Officer may also brief                procedural support
            new Board members. The Board relies on the Executive Officer to
            follow correct procedures and to advise the Board on public sector
            regulations, accountability standards and legislative requirements.


3.6         Minutes
            The Executive Officer/Secretary is usually responsible for taking
            the minutes of the Board. It is the duty of the members to ensure
            minutes are accurate and reflect a true and correct record of the
            procedures and decisions of meetings.


3.7         Proxies and Observers
                                                                                         Some members may be
            The enabling legislation of a Government Board may state if a                able to appoint a proxy
            member is permitted to appoint a proxy to attend, and perhaps vote
            at a meeting of the Board. Observers are not able to vote at
            meetings.




3.4 - 3.7        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                                                 Selection and Recruitment




                                     4.0 Selection and Recruitment
                                               The following provides a general guide to selecting members for
                                               Government Boards2. It does not cover specific recruitment
                                               requirements such as advertising which are often unique to
                                               particular positions. Similarly it does not cover requirements for
                                               appointment by the Governor in Council. Government Departments
                                               are responsible for preparing all documentation (Cabinet
                                               Submissions and Executive Council Minutes) in this regard.
Five elements in                               When establishing a Board or filling a Board vacancy, Government
identifying potential                          Departments consider five elements (not in any particular order) in
candidates for appointment
                                               identifying potential candidates:
                                               a.     Government priorities
                                               b.     Board composition
                                               c.     Statutory requirements
                                               d.     Member skills and attributes
                                               e.     Member expertise
                                               In establishing a Board, setting terms of appointment or dealing
                                               with vacancies arising from expiry of a member s term,
                                               Government Departments may also consider the benefits of
                                               changes to a Board s composition over time and may practise a
                                               limit on the number of terms for which members can be appointed3.
                                               Government Departments may also consider a staggered process
                                               for the terms of Government Board appointments to allow changes
                                               in Board membership whilst providing continuity and retaining
                                               corporate memory.


                                     4.1       Government priorities
                                               Community engagement is one of the five priorities of the
                                               Queensland Government. Government Boards are one mechanism
                                               by which the Government seeks to engage with the community and
                                               make Government decision making accessible to all
                                               Queenslanders.
                                               To complement Government policy imperatives it may be
2
    The procedures for selection               appropriate to appoint members with certain expertise or from
    and recruitment of Board                   certain target groups such as women, Aboriginal people and Torres
    members to Government
    Owned Corporations are                     Strait Islanders or people from culturally and linguistically diverse
    defined under the Government               backgrounds. The Board composition section below addresses this
    Owned Corporations Act 1993.
    The Office of Government                   issue in more detail.
    Owned Corporations,
    Queensland Treasury may be
    consulted for selection and
    recruitment advice specific to
    GOCs.

3
    In some cases, enabling
    legislation specifies a
    maximum number of terms for
    appointments.


                                     Welcome Aboard: A Guide for Members of Queensland Government Boards,        4.0 - 4.1
                                     Committees and Statutory Authorities
Selection and Recruitment




4.2        Board composition
           If the Government is to rely on the decisions made by Boards, it is          Board members may have
                                                                                        specific expertise
           critical that people with the appropriate skills are appointed.
           Ideally, a Board will have a diverse set of members with a blend of
           expertise, experience and a range of perspectives. The selection
           process should be merit based and as inclusive as possible, and
           commence with a Board member specification.
           State Affairs of the Department of the Premier and Cabinet                   The Central Register of
           maintains a Central Register of Nominees to Government Bodies.               Nominees to Government
           This Central Register aims to provide all members of the                     Bodies
           community with the opportunity to express their interest in being
           nominated for appointment to Government Boards. Nomination to
           the Register is by application.
           The Queensland Cabinet Handbook also states that the Office for
           Women (Community Engagement Division, Department of the
           Premier and Cabinet) and Multicultural Affairs Queensland
           (Community Engagement Division, Department of the Premier and
           Cabinet) must be consulted for each appointment proposal. Each of
           these Offices can suggest a range of suitable candidates drawn from
           their databases.
           The Office for Women maintains a Register of Women, which is a               Register of Women
           database of names of women with a range of backgrounds,
           experience and interests. It is used when nominations are sought
           for membership to Government Boards. Consultation with this
           Office to obtain the names of suitably qualified women for
           consideration for appointment is designed to ensure that the
           benefits of equitable gender representation on Government Boards
           can be realised. Nomination to this Register is by application.
           The Office for Women also maintains a Register of Indigenous
           Women, which links with the Register of Women and which is used
           to identify Indigenous women for leadership and decision-making
           roles.
           Information sheets for women interested in serving on Government
           Boards are available from the Women s Infolink at
           http://www.qldwoman.qld.gov.au. This infosheet deals with such
           issues as:
           ¥      the commitment level required for Government Board
                  membership;
           ¥      the necessary skills required;
           ¥      questions concerning the nature of business and operations;
           ¥      key players; and
           ¥      key stakeholders.

           Similarly, Multicultural Affairs Queensland maintains a Register of          Register of Multicultural
           Multicultural Advisers. Consultation with this Office is designed to         Advisers
           increase the participation in Government decision-making of
           people with a sound knowledge of multicultural principles,




4.2             Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                 Committees and Statutory Authorities
                                                                                         Selection and Recruitment



                                       including members of ethnic communities, by recommending
                                       qualified individuals for appointment to Government Boards. Both
                                       Multicultural Affairs Queensland and the Office for Women can
                                       suggest a range of suitable candidates drawn from their databases.
Consultation should occur
early in the appointment               Consultation with the Government registers should occur early in
process                                the appointment process to ensure that any advice is able to be used.


                             4.3       Statutory requirements
                                       The Act governing the operations of a Board may, or may not,
                                       specify the composition of the Board. Any requirements contained
                                       in the legislation are mandatory.
                                       Example:        Liquor Appeals Tribunal established under the
                                                       Liquor Act 1992.
                                       Qualification for appointment
                                       s.15 At least 1 member must be a person who:
                                       (a)    has held office as a Judge of the Supreme Court or as a Judge
                                              of District Courts and who no longer holds such office; or
                                       (b)    has engaged in legal practice for at least 5 years.

                             4.4       Member skills and attributes
Board members may need                 For effective Board performance, individual members and the
to have certain skills and             Board as a group need to have a broad range of skills and personal
attributes
                                       attributes. Knowledge and understanding of accountability,
                                       strategic thinking, networking and teamwork are core competencies
                                       for all types of Boards. The ability to monitor and make decisions
                                       are additional core competencies for trading, governing, and
                                       regulatory Boards. However, some Boards do not need all of these
                                       and no one member needs all of the skills and attributes.
                                       Consideration should also be given to the desirability of
                                       Government Boards reflecting the characteristics, including age,
                                       gender, culture and interests, of the community or industry sector
                                       which the Board is established to serve.


                             4.5       Member expertise

Board members may have                 It may be desirable to appoint Board members with specific
specific expertise                     expertise in areas such as finance, investment, legal knowledge,
                                       human resources, marketing or public sector administration. A
                                       Board may include persons with superior knowledge of the
                                       particular industry and who may have valuable professional
                                       networks. Care should be taken in such instances to ensure such
                                       persons are aware of and avoid conflicts, or potential conflicts, of
                                       interest.




                             Welcome Aboard: A Guide for Members of Queensland Government Boards,        4.3 - 4.5
                             Committees and Statutory Authorities
                                                                                                             Remuneration




                                      5.0 Remuneration
                                                The members of some Government Boards are remunerated while
                                                others are not; it is often dependent on the role or function of the
                                                Board. For example, members of advisory Boards are often not
                                                remunerated. Similarly, public servants appointed to Government
                                                Boards generally do not receive additional remuneration for their
                                                service on the Board, unless specifically authorised.
                                                Generally, remuneration for chairs and members of Boards is approved
                                                by a prescribed authority in the enabling legislation. For example:
                                                            such fees and allowances as the Governor in
                                                               Council from time to time determines.
Enabling legislation may                        To comply with the requirements of the enabling legislation, the
determine whether                               approval of the prescribed authority must be obtained for the initial
members are remunerated
                                                determination of fees and allowances and on each and any
or not
                                                subsequent occasion when the fees and allowances are adjusted for
                                                that Government Board.

Procedures for the                              The Department of Industrial Relations administers Cabinet
Remuneration of part-time                       approved procedures for the Remuneration of part-time Chairs and
Chairs and Members of                           Members of Government Boards, Committees and Statutory
Government Boards,                              Authorities (the procedures). These procedures provide guidance
Committees and Statutory                        on appropriate remuneration for part-time chairs and members of
Authorities
                                                Government Boards, committees, authorities, taskforces, councils
                                                and other similar bodies approved by legislation or other
                                                government approval processes4. The procedures state that the
                                                remuneration for a particular body is to be determined on the basis
                                                of its major functions and influence, and the impact of its decisions
                                                and activities on Government, industry and the community.
Remuneration Procedures                         Eight standardised categories contained in the procedures provide
set eight remuneration
categories
                                                uniformity and clarity in the payment of daily fees and certain annual
                                                allowances for part-time chairs and members of Government Boards,
                                                committees and statutory authorities. The current rates for these
                                                categories are contained in an attachment to Public Sector Industrial
                                                and Employee Relations Circular 6/01, located on the internet at
                                                http://www.psier.qld.gov.au/circular/circ6-01.pdf.
                                                Boards are allocated to particular categories on the basis of their
                                                major functions and the impact of their activities and decisions on
4
     These Procedures do not apply
    to boards of Government
                                                Government, industry and the community. Chairs and members are
    Owned Corporations, or boards               paid either a daily fee or an annual allowance. Where it is
    and committees that Cabinet
    has expressly excluded from
                                                anticipated that the work commitment of a Board member will be
    the application of the                      three or more days per fortnight annual allowances are paid. These
    procedures or those boards
    where the legislation provides
                                                allowances are based on the standardised categories and are
    for other ways of determining               calculated according to the actual and projected workload of the
    the fees (e.g. where                        Chair and members using the maximum amounts prescribed for
    remuneration and conditions of
    appointment are to be                       special assignments for the appropriate category.
    determined by a Minister rather
    than by Governor in Council.
    Remuneration arrangements of
    Government Owned
    Corporations are discussed at
    section 11.4 of this Guide.


                                      Welcome Aboard: A Guide for Members of Queensland Government Boards,            5.0
                                      Committees and Statutory Authorities
Remuneration



          Provision also exists for remuneration reviews of Government
          Boards; travelling expenses; superannuation; other benefits; casual
          vacancies and transitional arrangements and there is flexibility to
          vary the level of meeting fees in exceptional circumstances .
          The standardised categories are not applied to Boards, committees
          or statutory authorities exempted by Cabinet. These are dealt with
          on a case by case basis.
          The fees contained in the procedures are maximum daily fees for
          each category. Ministers have the discretion to recommend the
          payment of lesser rates where meetings or special assignments are
          of short duration. This rate is based on the relevant proportion of
          the daily fees prescribed for the particular category. Total
          remuneration payments made to part-time chairs and members of
          Government Boards, committees and statutory authorities should
          be disclosed in annual reports (refer to section 10 of this Guide).
          Departments and agencies are required to monitor closely the                  Remuneration payments to
          activities of their boards, committees and statutory authorities to           Government Boards should
          ensure that meeting hours and paid work are consistent with the               be monitored by
          objectives and functions of the particular board, committee or                Departments and agencies
          statutory authority and that such hours do not expand unnecessarily.


5.1       Public sector employees on
          Government Boards
          It should be noted that for the purposes of considering remuneration,
          the definition of public sector employees is significantly broader than
          that considered in the Public Service Act 1996. The procedures
          define public sector employees as employees of:
          ¥      federal, state or local governments;
          ¥      state or federal semi-government organisations, including
                 statutory authorities, Government Owned Corporations and
                 colleges;
          ¥      members of any parliament within Australia and elected full-
                 time local government representatives; and
          ¥      judges, magistrates and other judicial and quasi-judicial
                 officers.
          Paid officials or employees of universities are not included within
          the definition of public sector employees.
          Public sector employees, employed full-time or part-time, who are              Public sector employees
          appointed to Government Boards are generally not entitled to                   appointed to Government
          receive remuneration for such appointments, unless otherwise                   Boards are generally not
          approved by Cabinet. In accordance with the Guidelines, approval               entitled to receive
                                                                                         remuneration
          for payment of public servants for membership of Government
          Boards may be sought:
               where the employee s chief executive certifies that the
               appointment is not connected in any way with the employee s
               employment and the meetings etc are held outside ordinary
               working hours; or


5.1             Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                 Committees and Statutory Authorities
                                                                                                     Remuneration



                                            where deductions are made from the employee s wages when he
                                            or she attends meetings or other activities of the board during
                                            normal working hours; or
                                            where he or she attends meetings or other activities of the board
                                            during other legitimate time off (eg. banked time leave, annual
                                            leave).
Cabinet submissions and                 The reasons for recommending payment to public sector employees
Executive Council Minutes               must be provided in the Cabinet submission and Executive Council
should state the reason for             Minute. Accordingly, Cabinet submissions proposing remuneration
the proposed remuneration
                                        of a public sector employee should indicate that the chief executive
of a public sector
employee                                has provided certification as detailed above.
                                        Where membership of a Government Board forms part of a public
                                        sector employee s work duties, no remuneration will be payable. In
                                        these instances, their appointment to the Board should be
                                        accompanied by the specification that no remuneration will be
                                        payable as the nominee is a public sector employee.




                              Welcome Aboard: A Guide for Members of Queensland Government Boards,            5.1
                              Committees and Statutory Authorities
                                                                                                       Induction




                              6.0 Induction
                                        All new Board members should receive an introduction to the
                                        workings of the organisation; their role and responsibilities; and
                                        administrative arrangements. This is to ensure that Government
                                        Board members are appropriately informed of the standards of
                                        accountability expected of them and the statutory obligations
                                        imposed on them.
                                        The induction process might include information, familiarisation,
                                        training and socialisation. Departments can avail themselves of
                                        specialised training courses for the induction of new members,
                                        including courses offered by the Australian Institute of Company
                                        Directors (www.companydirectors.com.au).
Copies of certain materials             New Board members should receive copies of the following
may be provided to new                  information to assist with their familiarisation with the workings of
Board members at the
                                        their particular Board:
induction stage
                                        Statutory framework
                                        ¥     enabling legislation; and
                                        ¥     any other relevant legislation, such as applicable sections of the
                                              Financial Administration and Audit Act 1977, Statutory Bodies
                                              Financial Arrangements Act 1982 and Corporations Act 2001
                                              (refer to the General Legislation section 7.3 of this Guide).
                                        Information on the Board
                                        ¥     replaceable rules or the company s constitution;
                                        ¥     the three most recent annual reports/accounts;
                                        ¥     the last six months Board and committee minutes; and
                                        ¥     the history of the Board and the size of the Board.
                                        Relevant policy guidelines or statements
                                        ¥     current Ministerial directives;
                                        ¥     a code of conduct (if there is one designed for the particular
                                              body);
                                        ¥     copies of relevant Office of Public Service Merit and Equity
                                              guidelines, such as the General Guidelines for Personal
                                              Expenses and the Use of Credit Cards by Public Service
                                              Employees and the Guidelines for Overseas Travel for
                                              Official Purposes;
                                        ¥     government policy frameworks and/or agreements relevant
                                              to the Board s functions; and
                                        ¥     a copy of this Guide.
                                        General information
                                        ¥    relevant press clippings;
                                        ¥    government/industry reports; and
                                        ¥    economic efficiency or performance audits.
                                        Functioning of the board
                                        ¥     time commitment required in Board meetings;
                                        ¥     briefings;
                                        ¥     public meetings;



                              Welcome Aboard: A Guide for Members of Queensland Government Boards,           6.0
                              Committees and Statutory Authorities
¥     tenure and removal from office;
¥     the Board s reporting structure;
¥     attendance requirements (formal notice of absence);
¥     the applicable accounting standards;
¥     remuneration structure;
¥     financial performance; and
¥     declaration of private interests and strategic planning.
Other helpful references can be found in the Resources, Attachment
1 of this Guide. To assist, an Induction Checklist also appears as
Attachment 4.
                                                                         Duties and Responsibilities of Board Members




                              7.0 Duties and Responsibilities of
                                  Board Members
Members of Government                   Over and above the duties and obligations placed upon their private
Boards have a fiduciary                 sector counterparts, members of Government Boards assume a
relationship or duty to the
                                        public trust and confidence by virtue of their role in the public
Government Board
                                        administration. Under the common law (as opposed to statute law)
                                        they have a fiduciary relationship or duty to the company/authority
                                        which has been developed by the courts. A fiduciary relationship is
                                        a relationship between a person in a position of special power and
                                        responsibility (the fiduciary) and the person for whose benefit the
                                        fiduciary acts. The person in the position of special power and
                                        responsibility in this instance will be the Board.
                                        Board members must act ethically so as to support the continuance
                                        of public trust in the Government and to observe the highest
                                        standards of behaviour and accountability. Fiduciary
                                        responsibilities are onerous, particularly because in many cases
                                        members are responsible for the expenditure of taxpayers money
                                        and the custody and control of public assets.
                                        Aside from more general issues such as the public trust and
                                        confidence placed in Board members as trustees of public monies,
                                        there are numerous other sources of responsibility placed upon
                                        Board members. These include common law obligations such as the
                                        duty to take reasonable care, specific legislation such as the
                                        Corporations Act 2001 and a broad range of policy statements
                                        (such as guidelines and directives produced by the Australian Stock
                                        Exchange) whether specifically applying to the body, or more
                                        generally applicable. (Government Owned Corporations are dealt
                                        with specifically in section 11 of this Guide.)
Sources of legal                        Therefore, sources of legal responsibility for Board members
responsibility for Board                include:
members
                                        ¥      the enabling Act constituting the Government Board;
                                        ¥      the common law, especially as regards the fiduciary nature of
                                               the relationship between the director and the Government
                                               Board; and
                                        ¥      any relevant specific statutory enactments (general
                                               legislation).
                                        An outline of the nature and extent of some of these obligations is
                                        set out below.




                              Welcome Aboard: A Guide for Members of Queensland Government Boards,               7.0
                              Committees and Statutory Authorities
Duties and Responsibilities of Board Members




7.1         Enabling legislation
            Members primary statutory responsibilities are often set out in the          Examine the legislation,
                                                                                         which creates the
            Government Board s enabling legislation.
                                                                                         Government Board, for
            Example:        South Bank Corporation established by the                    statutory responsibilities of
                                                                                         members
                            South Bank Corporation Act 1989
            5.16 Objects
            The objects of the corporation are to promote, facilitate, carry out
            and control the development, disposal and management of land and
            other property within the corporation area in order to ensure that
            such development accords with the highest possible standards and
            is in the interests of the people of the City of Brisbane and of
            Queensland.

            Subordinate legislation (such as regulations, by-laws, ordinances,
            rules) may also set out Members responsibilities.


7.2         Common law
            Under common law a Board member has an obligation to:                        Also understand the
                                                                                         Common law obligations
            ¥      act honestly and to exercise powers for their proper purposes;        of Government Board
            ¥      avoid conflicts of interests;                                         members
            ¥      act in good faith; and
            ¥      exercise diligence, care and skill.
            Act honestly and to exercise powers for their proper purposes
            Members of Boards must act openly and honestly at all times in the
            performance of their duties. They must ensure that they do not use
            information acquired by virtue of their position to gain directly or
            indirectly an advantage for themselves or any other person.
            Avoid conflicts of interest
            Members of Boards should avoid actual or potential conflicts                 Members of Government
            between their duties to the Government Board and their personal              Boards should avoid actual
            interests or their duties to others. The Cabinet Handbook states that:       or potential conflicts
                                                                                         between their duties to the
                 Ministers are to seek assurances that proposed appointees to            Board and their personal
                                                                                         interests or their duties to
                Boards, etc do not have private interests that may restrict, or
                                                                                         others
                appear to restrict, the appointees public duty as a board
                member. Board members have a public duty to declare any
                private interest that may impinge upon a Board discussion.
            Members of Boards who have or acquire directly or indirectly
            personal or pecuniary interest in a matter decided or under
            consideration by the Board must:
            ¥      as soon as reasonably practicable, prior to the Board meeting,
                   disclose to the Board full and accurate details of the interest;




7.1 - 7.2        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                                  Duties and Responsibilities of Board Members



                                                 ¥      not take part in any discussion by the Board relating to the
                                                        matters5; and
                                                 ¥      be absent from the room when any such discussion or voting
                                                        is taking place.
                                                 Disclosure of this information should be recorded in the minutes of
                                                 the Board and reported to the Minister as soon as possible after the
                                                 meeting. Particular Boards may require members to make prior
                                                 declarations of interests through completion of a Declaration of
                                                 Pecuniary Interests Form (an example appears as Attachment 6).
                                                 If there is any doubt as to whether a conflict of interests exists the
                                                 relevant member should err on the side of caution and declare the
                                                 interest and excuse himself or herself from the room when any
                                                 discussion or voting on the particular issue the subject of the
                                                 conflict is taking place. Further, certain officers defined as
                                                  designated persons under the Public Sector Ethics Act 1994 can
                                                 seek the confidential advice of the Integrity Commissioner about
                                                 conflicts of interest (see section 7.9 of this Guide).
                                                 Exceptions may arise where an officer as a Government Board
                                                 member is also a member of the particular organisation/fund
                                                 involved and this matter should appear in the Registration of
                                                 Personal Interests Form - Other Interests. For example, where a
                                                 public servant is a member of the State Public Sector
                                                 Superannuation Fund and is also a member of its Board.
                                                 Act in good faith
Members should act bona                          Because of their position of trust, members actions and standards
fide in the interests of the                     of behaviour are required to be exemplary. Members should act
Board                                            bona fide in the interests of the Board and not in their own interest
                                                 or to pursue personal agendas. Members are expected to act in the
                                                 best interests of the Board, the State and the community.
                                                 Exercise diligence, care and skill

Members of Government                            Members of Government Boards have to ensure that they exercise
Boards should ensure that                        diligence, care and skill in the performance of their duties. They
they exercise diligence,                         must also take reasonable steps to inform themselves about the
care and skill in the                            functions of the Board, its business and activities, and the
performance of their duties
                                                 circumstances in which it operates. A member must give close
                                                 attention to Board affairs. A member should obtain sufficient
                                                 information and advice, and exercise an active discretion at all
                                                 times to enable him/her to make conscientious and informed
                                                 decisions. A member should also maintain confidentiality of Board
                                                 discussions and of information made available.

5
    section 119 of the State
    Development and Public
    Works Organization Act 1970
    provides an exception to this
    rule, stating that a project
    board member must disclose
    to a meeting any direct or
    indirect financial interest that
    the member has in a matter
    being considered and must not
    take part in any vote on the
    matter but may participate in
    discussion.
                                       Welcome Aboard: A Guide for Members of Queensland Government Boards,               7.2
                                       Committees and Statutory Authorities
Duties and Responsibilities of Board Members




7.3         General legislation
            Aside from specific legislation applying to the Board, members               Board members may have
                                                                                         additional responsibilities
            may also have additional responsibilities and obligations placed
                                                                                         placed on them by other
            upon them by other legislation, including:                                   legislation
            Anti-Discrimination Act 1991
            Company Law Review Act 1998 (Cth)
            Corporations Act 2001
            Crime and Misconduct Act 2001
            Environmental Protection Act 1994
            Equal Opportunity in Public Employment Act 1992
            Financial Administration and Audit Act 1977
            Freedom of Information Act 1992
            Income Tax Assessment Act 1936 (Cth)
            Judicial Review Act 1991
            Libraries and Archives Act 1988
            The legislation constituting the National Competition Policy
            Ombudsman Act 2001
            Public Sector Ethics Act 1994
            Stamp Act 1894
            Statutory Bodies Financial Arrangements Act 1982
            Trade Practices Act 1974 (Cth)
            Workplace Health and Safety Act 1995
            WorkCover Queensland Act 1996
            Each of these pieces of legislation should be consulted individually
            regarding specific responsibilities and obligations. It may be the
            case that in certain circumstances enabling legislation may
            specifically exempt members of a Board from some or all of the
            provisions of these general pieces of legislation.


7.4         Judicial Review
            The Queensland Judicial Review Act 1991 (JR Act) gives the public            Members of the public
            the right to:                                                                may have the right to
                                                                                         request reasons for a
            ¥     request the reasons for the decisions which adversely affect           decision of a Government
                  them; or                                                               Board which adversely
                                                                                         affects them
            ¥     seek a review of a decision in the Supreme Court.
            As well as administrative decisions of Government departments
            and local authorities, the JR Act also applies to administrative
            decisions of semi-government agencies and statutory authorities.
             Administrative decisions which are made under an enactment are
            reviewable. An enactment includes part of an Act or a statutory
                                                                                          6
                                                                                              Section 18 of the WorkCover
            instrument such as regulations, rules, by-laws, ordinances,                       Queensland Act 1996 enables
            guidelines or standards. Administrative decisions made under non-                 WorkCover Queensland to
                                                                                              enter into a contract of
            statutory schemes or programs made by the State or local authority                insurance with a statutory
                                                                                              body.


7.3 - 7.4        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                                  Duties and Responsibilities of Board Members



                                                 where the scheme or program is funded by parliamentary
                                                 appropriations or from a tax, charge, fee or levy authorised by an
                                                 enactment are also covered by the JR Act.
                                                  Decisions include a failure to make a decision and actions and
                                                 conduct leading up to the making of the decision. A decision can be
                                                 an order, award or determination, certificate, direction, approval,
                                                 consent or permission, licence, condition or restriction, declaration,
                                                 requirement, demand or a refusal to hand over an article.
                                                 Some of the grounds for review are that:
                                                 ¥      The decision-maker breached the rules of natural justice7;
                                                 ¥      The decision-maker did not observe the correct legal
                                                        procedures;
                                                 ¥      The decision-maker did not have the authority to make the
                                                        decision;
                                                 ¥      The decision was not authorised by the legislation it was
                                                        purported to be made under;
                                                 ¥      The decision involved an improper use of power;
                                                 ¥      The decision involved an error of law;
                                                 ¥      The decision is or may be tainted by fraud;
                                                 ¥      There was no evidence or other material supporting the
                                                        decision; or
                                                 ¥      The decision was in some other way unlawful.
Certain decision-making                          Certain practices can minimise the likelihood of or assist in
practices can minimise the                       responding to requests for a Statement of Reasons and an
likelihood of, or assist in
responding to, Judicial
                                                 application to the Supreme Court for Judicial Review. Board
Review applications                              members should ensure that:
                                                 ¥      delegations are kept up to date;
                                                 ¥      each step in a decision is carefully documented by each
                                                        person who contributes;
                                                 ¥      file notes taken in the decision-making process do not
                                                        contain irrelevant considerations;
                                                 ¥      outgoing correspondence contains the name of the decision-
                                                        maker; and
                                                 ¥      correspondence produced after a decision is made do not
                                                        vary or appear to vary a decision if this is not intended.


                                       7.5       Freedom of Information
                                                 The Freedom of Information Act 1992 (FOI Act) gives members of
Under Freedom of
Information laws members                         the community a legally enforceable right to access documents held
of the public have the right                     by Ministers, State Government departments, local governments,
to access documents held                         most semi-government agencies and statutory bodies (collectively
by many Government                               called agencies ).
Boards

7
    The rules of natural justice
    provide for procedural fairness,
    the applicant to be given a fair
    hearing, the right to have the
    decision made by an unbiased
    decision maker and to have the
    decision based on logically
    probative evidence.

                                       Welcome Aboard: A Guide for Members of Queensland Government Boards,          7.4 - 7.5
                                       Committees and Statutory Authorities
Duties and Responsibilities of Board Members



           The FOI Act also defines agency to mean a department, local
           authority or public authority, and to include a body which forms
           part of the agency or which exists mainly for the purpose of
           enabling the agency to perform its functions. A public authority is
           widely defined as:
           ¥      a body (whether incorporated or not) that is established for a
                  public purpose by an enactment or is established by
                  government for a public purpose under an enactment;
           ¥      a body (whether incorporated or not) that is created by the
                  Governor in Council or a Minister;
           ¥      a body that is supported directly or indirectly by government
                  funds or other assistance or over which Government is in a
                  position to exercise control; or
           ¥      a body established by or under an enactment that is declared
                  by regulation to be a public authority for the purposes of the
                  FOI Act.
           The FOI Act has three main aims:
           ¥      access;
           ¥      availability; and
           ¥      amendment.
           Access
           Every person has a general right of access to documents held by
           Government agencies, subject only to specific exemptions
           necessary to protect public and private interests (for example,
           matters communicated in confidence). Members of the public also
           have a right of appeal if the agency does not grant access to the
           requested documents.
           Availability
           Government agencies are required to publish an annual Statement
           of Affairs. It must contain information about their structure and
           functions, public participation through Boards, councils or
           committees, types of documents held by the agency and how to
           access these.
           Amendment
           Members of the public can apply to have information about
           themselves amended if they believe it is inaccurate, incomplete, out
           of date or misleading.
           Documents
            Documents and documents of an agency have a very wide                        Documents of Government
           definition in terms of the FOI Act. A document is considered to be            Boards include working
           something that furnishes information and includes files, working              papers, jottings, minutes,
           papers, jottings, minutes of meetings, work diaries, post-it notes,           work diaries and post-it
                                                                                         notes
           computer printouts, maps, films, photographs, tapes, video
           recordings, electronically recorded data etc. Drafts and copies of
           documents are also included. Document of an agency means a
           document in the possession or control of an agency, irrespective of
           its source, content or relevance to the agency s functions. Apart



7.5              Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                         Duties and Responsibilities of Board Members



                                        from documents on official (or unofficial) files, the definition may
                                        include documents held outside the agency, for example at a Board
                                        member s home.
                                        The FOI Act gives the right to access documents no matter how old
                                        the documents are.
                                        Applications and decisions
                                        An agency has 14 days to notify the applicant in writing that their
                                        application has been received. If the documents sought were
                                        created before 19 November 1987 and do not concern the personal
                                        affairs of the applicant, the agency has 60 days to process the
                                        application. In all other cases the agency only has 45 days.
                                        A further 15 days is provided if any third party consultations are
                                        required. Additional time is also given to an agency if certain
                                        consultations are required with the applicant.
                                        A $31 application fee is payable if at least one document sought by
                                        the applicant does not concern their personal affairs. Process,
                                        inspection and copy charges are payable regarding non-personal
                                        documents only. Charges will be waived if financial hardship is
                                        established or if the time taken to process the application and
                                        provide inspection is less than two hours.
                                        If an applicant (or consulted third party) is dissatisfied with the
                                        decision regarding access made by the agency they may apply for
                                        an internal review of that decision. Internal review applications
                                        must be made within 28 days of receipt of the original decision. The
                                        internal reviewer has 14 days from receipt of the application in
                                        which to make a decision.
                                        If an applicant is dissatisfied with the internal review decision or
                                        the original decision made by the principal officer, he/she may
                                        apply for an external review of that decision within 60 days (or 28
                                        days in the case of consulted parties). External reviews are
                                        conducted by the Information Commissioner who is an independent
                                        body responsible for reviewing decisions under the FOI Act. An
                                        external review may also be requested if an agency has failed to
                                        make a decision within the time limits prescribed in the Act. There
                                        is no charge for internal and external reviews.
Each Government Board                   Each Government Board should have a designated officer
should have a designated
                                        responsible for handling FOI requests.
officer responsible for
handling Freedom of
Information requests
                              7.6       Privacy
The Government’s privacy                The Queensland Government s privacy scheme commenced in
scheme applies to statutory             September 2001. The Government s policy regulates how personal
bodies under the FA&A
                                        information is collected, stored, used and disclosed by Queensland
Act and statutory GOCs
notified by the                         Government agencies. It addresses community concerns about any
shareholding Minister                   unauthorised use of personal information stored on both paper and
                                        electronic databases.




                              Welcome Aboard: A Guide for Members of Queensland Government Boards,          7.5 - 7.6
                              Committees and Statutory Authorities
Duties and Responsibilities of Board Members



           Queensland s privacy policy is implemented by Information
           Standard No.42 issued under the authority of sections 22(2) and
           56(1) of the Financial Management Standard 1997. The Standard
           applies to all accountable officers and statutory bodies as defined
           under the Financial Administration and Audit Act 1977.
           Information Standard No.42 also applies to statutory Government
           Owned Corporations (GOCs) and their subsidiaries where the
           shareholding Minister has given notification pursuant to s. 123 of
           the Government Owned Corporations Act 1993.
           Information Standard No. 42 requires personal information to be
           managed in accordance with a set of Information Privacy Principles
           (IPPS) adapted from the Commonwealth Government public sector
           IPPs contained in the Privacy Act 1988 (Cth).
           It should be noted that the requirement for agencies to comply with
           the Information Standard and guidelines is administratively based.
           This means that:
           ¥      where conflicting requirements exist any legislative
                  requirements will supercede compliance with the
                  Information Standard; and
           ¥      compliance is subject to any existing outsourcing
                  arrangements, contracts and licenses.            Any future
                  outsourcing arrangement, contracts and licenses will be
                  expected to comply with Information Standard 42. Where
                  any existing outsourcing arrangements, contracts or licenses
                  contemplated a future privacy regime (for example, where
                  privacy clauses were written into a contract or license in
                  anticipation of a future privacy regime) it may be possible to
                  re-negotiate these terms.
           Mandatory Requirements
           It is mandatory that statutory bodies and statutory GOCs directed             Statutory bodies under the
           by their shareholding Minister must:                                          FA&A Act and notified
                                                                                         statutory GOCs must
           ¥      nominate a privacy contact officer who will be the first point         nominate a privacy contact
                  of contact for privacy issues within their own agencies. The           officer and develop a
                  privacy contact officer may also, at the discretion of their           privacy plan
                  CEO, be the first point of contact for any privacy complaints
                  made to the agency;
           ¥      develop privacy plans to give effect to the information
                  privacy principles (see below), for approval by the CEO of
                  each agency;
           ¥      publish privacy plans on their websites;
           ¥      implement the privacy plans according to a schedule
                  developed in the privacy plan, subject to any existing
                  contractual obligations, licenses, or other outsourcing
                  arrangements;
           ¥      review and update privacy plans annually;
           ¥      develop and place on their website a privacy and security
                  statement;
           ¥      be responsible for accessing and correcting records; and
           ¥      be responsible for a complaint resolution mechanism.


7.6              Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                           Duties and Responsibilities of Board Members



          Personal Information
          Personal information is any information that would allow a person
          to be identified. For example, personal information includes an
          individual s name, age and physical characteristics. It does not
          include information relating to either a deceased person or
          information that is publicly available.
          Information Privacy Principles
          Collection of Personal Information (IPPs 1-3)
          Statutory bodies and notified statutory GOCs can only collect
          personal information directly related to their activities and only by
          fair means. The collection of this information should not
          unreasonably intrude upon the privacy of the individual concerned.
          In most cases when collecting personal information a statutory
          body must advise an individual why the information is being
          collected and to whom the information is normally disclosed.
          Reasonable steps are to be taken to ensure that personal
          information collected is relevant, up-to-date and complete.
          Storage and Security (IPPs 4-5)
          Statutory bodies and notified statutory GOCs in possession of
          personal information are to ensure that there are reasonable
          safeguards to prevent unauthorised access, use or disclosure of the
          information.
          Access and Alteration (IPPs 6-7)
          Individuals are entitled to access records containing personal
          information and to alter those records if they are inaccurate, subject
          to Queensland laws.
          The Freedom of Information Act 1992 (Qld) allows for access to
          certain documents and a right of amendment and correction. The
          rights of access and alteration under Information Standard No.42
          are the same as existing rights to access and amend under the
          Freedom of Information Act 1992 (Qld).
          Accuracy (IPP8)
          Reasonable steps are to be taken by statutory bodies and notified
          statutory GOCs to ensure that any personal information proposed
          to be used is accurate, up-to-date and complete.
          Use and Disclosure (IPPs 9-11)
          In general, statutory bodies and notified statutory GOCs must use
          personal information only for the purpose for which it was
          collected and disclose personal information only if the individual
          concerned is aware of, or has consented to that disclosure.
          However, statutory bodies and notified statutory GOCs may use or
          disclose personal information if it is authorised by law or if it is
          necessary for certain types of law enforcement.



Welcome Aboard: A Guide for Members of Queensland Government Boards,               7.6
Committees and Statutory Authorities
Duties and Responsibilities of Board Members



           Accessing and amending personal information
           Details will be published by statutory bodies and notified statutory
           GOCs outlining the nature, purpose and class of personal
           information in their possession and control. To access personal
           information contact should be made with the agency concerned.
           Should any personal information be inaccurate, incomplete, out-of-
           date or misleading individuals have the right to request an
           amendment of the information.
           Rights to access and amend personal information are the same as
           those contained in the Freedom of Information Act 1992 (Qld) and
           will be processed under that legislation.


7.7        The Ombudsman
           The Office of the Ombudsman (formerly known as the                            The Ombudsman
           Parliamentary Commissioner for Administrative Investigations) is              investigates administrative
           established under the Ombudsman Act 2001 (the Act).                           actions taken by
                                                                                         Government agencies and
           Functions                                                                     makes recommendations to
                                                                                         agencies about ways of
           The principal functions of the Ombudsman are to:
                                                                                         addressing inappropriate
           ¥      investigate administrative actions of agencies; and                    administrative actions, and
                                                                                         improving administration
           ¥      make recommendations to agencies about ways of:                        practices and procedures
                  - addressing the effects of inappropriate administrative
                    actions; and
                  - improving administrative practices and procedures.
           Jurisdiction
            Administrative action means any action relating to a matter of
           administration, and includes a decision and an act, the failure to
           make a decision or do an act (including a failure to provide a
           written statement of reasons for a decision), the formulation of a
           proposal or intention, the making of a recommendation (including
           a recommendation made to a Minister), and an action taken because
           of a recommendation made to a Minister.
            Agency means a department, local government or a                   public
           authority.
            Public authority includes entities established for a public purpose
           under an Act or created by the Governor in Council or a Minister,
           and certain other entities or individuals appointed by the
           Queensland Government. The definition for public authority is
           broad and the Ombudsman s Office should be consulted for
           clarification of any queries.
           Investigative role and powers
           The Ombudsman may instigate an investigation on his/her own
           initiative, as a result of a complaint or on reference by Parliament.
           The Ombudsman may investigate informally or exercise significant
           formal powers such as the power to require persons to give



7.7              Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                        Duties and Responsibilities of Board Members



                                       statements, documents and information. The views of both the
                                       complainant and the agency are actively sought and considered
                                       before any investigation is concluded.
                                       At the conclusion of the investigation the Ombudsman will form an
                                       opinion as to whether the administrative action to which the
                                       investigation related was:
                                       ¥      unlawful, unreasonable, unjust, oppressive or improperly
                                              discriminatory; or
                                       ¥      based on irrelevant grounds or considerations, or a mistake
                                              of law or fact; or
                                       ¥      lacking in adequate explanation or reasons; or
                                       ¥      simply wrong.

The Ombudsman may                      The Ombudsman may then give a report to the agency and the
make recommendations                   relevant Minister recommending that particular action be taken. If
and may report to the                  the recommended action is not taken, a report can be provided to
Premier and to Parliament              the Premier and Parliament.
                                       Administrative improvement role
                                       Under the Act, the Ombudsman may also make recommendations
                                       or provide information or other assistance to agencies to improve
                                       administrative practice — for example, guidelines and training on
                                       good administrative decision making and internal complaints
                                       management.


                             7.8       Corporations Act 2001 (Cth)
                                       The Corporations Act 2001 gives statutory force to many common
                                       law principles mentioned earlier in this Guide. It also imposes a
                                       number of additional fiduciary duties on directors of incorporated
                                       bodies. The Government has established a number of special
                                       purpose companies (incorporated under the Corporations Act 2001)
                                       which operate under the auspices of a number of departments.
                                       Reference can be made to departments annual reports for details of
                                       these companies.

Directors of companies                 Those appointed as directors of these companies must have regard
established by the                     to the Corporations Act 2001 in carrying out their duties. Although
Government must have                   persons who are appointed to Government Boards which are not
regard to the Corporations             companies are not specifically bound by the Corporations Act
Act 2001
                                       2001, the duties discussed below parallel the general law duties to
                                       which Board members should adhere.
                                       Under the Corporations Act 2001, directors are required to:
                                       ¥      act in good faith and for a proper purpose;
                                       ¥      act with care and diligence;
                                       ¥      avoid improper use of information;
                                       ¥      avoid improper use of position;
                                       ¥      disclose certain interests; and
                                       ¥      avoid conflict of interest.




                             Welcome Aboard: A Guide for Members of Queensland Government Boards,          7.7 - 7.8
                             Committees and Statutory Authorities
Duties and Responsibilities of Board Members



           Duty to act in good faith and for a proper purpose
           Some of the significant duties imposed on directors, secretaries,             A Board member should
           other officers and employees of companies are set out in Part 2D.1            act in good faith and for a
           of the Corporations Act 2001. Other duties are imposed in other               proper purpose
           sections of the Act and at common law.
           Section 181 of the Corporations Act 2001 imposes a civil
           obligation on directors, secretaries and other officers of a
           corporation to exercise their powers and discharge their duties in
           good faith, in the best interests of the corporation and for a proper
           purpose. For example, use by the directors of their powers to
           benefit sectional interests, rather than the corporation as a whole, or
           to benefit some third party or their own interests will be considered
           to be a breach of this duty, as such a use of power is not for the
           promotion of the proper purposes of the corporation.
           Under section 184 (1) of the Corporations Act 2001 a breach of this
           duty will be a criminal offence if the breach arises because the
           director or other officer of the corporation was reckless or
           intentionally dishonest.
           Duty to act with care and diligence
           Section 180 of the Corporations Act 2001 provides that a director,            A Board member should
           secretary or executive officer must at all times exercise a reasonable        always exercise reasonable
           degree of care and diligence in the exercise of his or her powers and         care and diligence in the
                                                                                         exercise of power and
           in the discharge of his or her duties. Reasonable in this sense
                                                                                         discharge of duties
           means the degree of care and diligence that a reasonable person in
           a like position in a corporation would exercise in the corporation s
           circumstances. Directors do not satisfy the required levels of care,
           skill and diligence by delegating to colleagues or subordinates in
           the company and paying no further attention. At a minimum, they
           must take an active interest in the company s affairs and obtain a
           general understanding of the company s business. They must
           pursue anything untoward that comes to their attention.
           Various factors may be taken into account to assist the court and
           officers in determining whether the required standard of care and
           diligence has been satisfied. A useful checklist is:
           ¥      the information the officer acquired and what enquiries the
                  officer made, about the corporation;
           ¥      the frequency of attendance at Board meetings and the extent
                  to which the director exercised an active discretion; and
           ¥      the steps taken by the officer to:
                  —ensure that the corporation made arrangements and gave
                   effect to those arrangements;
                  —ensure that people who prepared reports, or gave advice or
                   opinions, on which officers or employees of the
                   corporation relied were honest, competent and reliable, and
                   were in other respects such as to inspire confidence in their
                   reports, advice or opinions;
                  —monitor and ensure compliance with the law, and with the
                   corporation s constitution, by the corporation, its officers
                   and employees;

7.8              Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                           Duties and Responsibilities of Board Members



                                                 —ensure that persons who take part in the corporation s
                                                  management do whatever is necessary to avoid conflicts of
                                                  interest; and
                                                 —ensure that where decisions are made by persons on the
                                                  corporation/s behalf, those persons had adequate
                                                  information about the subject matter of the decisions.
                                          Duty to avoid improper use of information
A Board member must not                   Section 183 of the Corporations Act 2001 provides that a person
make improper use of                      who obtains information because they are or have been a director
information acquired                      or other officer or employee of a corporation must not improperly
through his/her position
                                          use that information to gain an advantage for themselves or
                                          someone else or cause detriment to the corporation. This duty is of
                                          particular significance where the director has interests in the
                                          industry to which the Board relates.
                                          Under s184 (3) of the Corporations Act 2001 directors, other
                                          officers and employees of corporations may also commit a criminal
                                          offence where information is used improperly and dishonestly.
                                          Duty to avoid improper use of position
A Board member must not                   Section 182 of the Corporations Act 2001 prohibits a director,
make improper use of                      secretary, executive officer or employee from making improper use
his/her position to gain any
                                          of his or her position to gain an advantage for himself or herself or
advantage
                                          for any other person or to cause detriment to the company. This
                                          obligation is of particular relevance for directors who have been
                                          appointed to represent particular interests on a Government Board
                                          such as Government officials or union officials.
                                          Essentially, such directors are required to keep information which
                                          they receive as a director of the corporation (in particular Board
                                          papers) strictly confidential. They are not entitled to pass
                                          confidential information concerning the corporation to those who
                                          they represent, or to associates in the Government or their union or
                                          to any outside party.
                                          Section 184(2) of the Corporations Act 2001 contains criminal
                                          offences for directors, other officers or employees of a corporation
                                          who use their position dishonestly.
                                          Duty to disclose certain interests
A Board member must                       Section 191 of the Corporations Act 2001 requires a director of a
declare all personal interest             company who has a material interest in a matter that relates to the
in a matter that relates to               affairs of the company to give the other directors notice of the
the affairs of the company                interest. The notice must include details of the nature and extent of
                                          the interest and be given at the directors meeting as soon as
                                          practicable after the director becomes aware of their interest in the
                                          matter. A common example of a material interest is a director who
                                          has a personal interest in a contract that the corporation is to enter.




                                Welcome Aboard: A Guide for Members of Queensland Government Boards,               7.8
                                Committees and Statutory Authorities
Duties and Responsibilities of Board Members



           Duty to avoid conflict of interest
           A director is obliged not to allow a conflict to arise between his or
           her interests and those of the corporation on whose board the
           director serves.
           Conflicts may arise in a variety of ways. For example, in the case
           of Government officials, as a result of holding an official position
           which carries responsibility for some aspect of the operation or
           affairs of the corporation, or over policy which affects the
           corporation. It may also occur as a result of being on the Board of
           another corporation or being an employee of or consultant to
           another corporation having either dealings with the corporation or
           an interest in its activities. In such circumstances, the director who        Directors must take certain
           has a conflict must:                                                          actions should a conflict of
                                                                                         interest arise in the
           ¥      declare the nature of the conflict to the board of directors;          performance of their
           ¥      not have access to information of the corporation in relation          duties
                  to the matter in which he or she has the conflict;
           ¥      absent himself or herself from all meetings of the corporation
                  at which the matter he or she has, or may have, a conflict is
                  discussed;
           ¥      absent himself or herself from all meetings of the Board at
                  which any matter in relation to which he or she has, or may
                  have, a conflict as a director of the corporation is discussed;
           ¥      not seek, directly or indirectly, to influence the outcome of
                  any deliberations by the corporation or any of its officers in
                  relation to any matter to which he or she may have a conflict;
           ¥      not participate in any way in the decisions of the corporation
                  concerning matters involving the other organisation which
                  the director represents;
           ¥      not participate in any way in the decisions of the Board
                  where those matters affect, or could affect, the corporation;
                  and
           ¥      disclose interests in contracts with the corporation and
                  potential conflicts through offices or property held.
           Under the Corporations Act 2001, unless the other directors
           otherwise resolve, a director of a corporation must not vote or be
           present at a Board meeting in relation to a matter in which he or she
           has a material personal interest.
           Relevance should also be had to section 995 of the Corporations
           Act 2001 which deals with misleading and deceptive conduct.
           Penalties
           Breach of statutory duties draws penalties under the Corporations             Heavy penalties exist both
           Act 2001 which range up to $220,000 . Under both the common law               under the Corporations Act
           and the Corporations Act 2001, officers may also be required to pay           2001 and the Common
           compensation or to account for profits. In some cases directors may           Law for breach of duty
           also be disqualified from office.




7.8              Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                         Duties and Responsibilities of Board Members




                              7.9       Integrity Commissioner
The primary role of the                 The Integrity Commissioner is an independent statutory officer
Integrity Commissioner is
                                        appointed under the Public Sector Ethics Act 1994 (the Ethics Act).
to provide confidential
advice about conflicts of               The primary role of the Integrity Commissioner is to provide
interest to "designated
persons"
                                        confidential advice about conflicts of interest to "designated
                                        persons" as defined by the Ethics Act. Statutory office holders are
                                        identified as designated persons under the Ethics Act and are
                                        therefore able to seek advice from the Integrity Commissioner on
                                        matters relating to conflicts of interest. A statutory office is defined
                                        in the Ethics Act as an office "to which a person may only be
                                        appointed by the Governor in Council or a Minister".
                                        Other designated persons identified in the Ethics Act include the
                                        Premier, Ministers, Parliamentary Secretaries, ministerial staff,
                                        Government members, and chief executive officers and senior
                                        officers of the public service.
                                        Seeking advice
                                        The Ethics Act details the process that must be followed when a
                                        designated person is seeking advice from the Integrity
                                        Commissioner.
                                        Under section 30 of the Ethics Act, a statutory office holder is only
                                        able to seek advice about a conflict of interest issue involving that
                                        person, and cannot seek advice about another statutory office
                                        holder. However, the Premier is able to seek advice about a conflict
                                        of interest issue involving any designated person, and Ministers
                                        may seek advice about certain other designated persons, including
                                        any statutory office holder in their portfolio.
                                        All requests for advice must be made in writing and relevant
                                        information should be provided with the request. The Integrity
                                        Commissioner must or may have regard for the following issues in
                                        the formulation of advice:
                                        ¥      the information provided with the written request;
                                        ¥      the relevant code of conduct;
                                        ¥      any relevant legislation; and
                                        ¥      any other ethical standards the Commissioner deems
                                               relevant.
Upon receipt of advice                  If a conflict of interest is identified, the Integrity Commissioner will
from the Integrity                      advise the designated person in writing. The designated person
Commissioner regarding a                then has seven days to resolve the conflict of interest to the Integrity
conflict of interest, a
                                        Commissioner s satisfaction.               Copies of the Integrity
person has seven days to
resolve the conflict to the             Commissioner s advice will be forwarded to the person about
Integrity Commissioner’s                whom the advice is being sought as well as the person who
satisfaction                            requested the advice, if that is a different person. The Integrity
                                        Commissioner may refuse to provide advice if there is limited
                                        information provided or if the provision of advice is not in keeping
                                        with the purpose of the Ethics Act. It is important to remember the
                                        Integrity Commissioner does not provide legal advice.




                              Welcome Aboard: A Guide for Members of Queensland Government Boards,               7.9
                              Committees and Statutory Authorities
Duties and Responsibilities of Board Members



           Confidential advice
           All requests for advice and the provision of advice by the Integrity
           Commissioner are confidential.
           Any advice the Integrity Commissioner provides is excluded under
           section 48(1) of the Freedom of Information Act 1992.
           Disclosure of advice
           The person about whom the advice is made may disclose the advice
           to any person. However, advice obtained about a designated person
           cannot be released by another person unless they are compelled to
           by another Act, such as the Crime and Misconduct Act 2001.


7.10       Code of conduct
           Appointees to Government Boards assume a position of public trust
           and confidence as outlined above. As such, members of the public
           expect these appointees to follow certain ethical principles.
           The Queensland Public Sector Ethics Act 1994 (Ethics Act) applies
           to public officials . Public officials are defined in the Ethics Act
           to mean an officer or employee of a public sector entity . Public
           sector entity is defined to include a "commission, authority, office,
           corporation or instrumentality established under an Act or under
           State or local government authorisation for a public, State or local
           government purpose." It also includes any entity, prescribed by
           regulation, that is assisted by public funds. However, the Ethics Act
           expressly states that the term public sector entity does not include
           a Government Owned Corporation (GOC), a corporatised
           corporation or an entity prescribed by regulation.
           Therefore, the Ethics Act will apply to a Government Board if it is           The Ethics Act applies to
           a public sector entity . It will apply to statutory authorities or            Government Boards if
           corporations assisted by public funds or established for a public             they are classified as
                                                                                         "public sector entities"
           purpose but will not apply if it is a company or statutory GOC.
           The Ethics Act prescribes five "ethics principles":
           ¥      respect for the law and the system of government;
           ¥      respect for persons;
           ¥      integrity;
           ¥      diligence; and
           ¥      economy and efficiency.
           The five ethical principles apply to public officials as "ethical             Chief Executive Officers
           obligations" and are intended to provide the basis for codes of               of "public sector entities"
           conduct for public officials and are not of themselves legally                should ensure that a code
                                                                                         of conduct is prepared
           enforceable. The Chief Executive Officer of a public sector entity
           has an obligation to ensure that a code of conduct is prepared for
           the entity.




7.10             Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                         Duties and Responsibilities of Board Members



                                        The Code of Conduct for the Department of the Premier and
                                        Cabinet 2000 is an example of a code of conduct which was
                                        developed pursuant to the Ethics Act. The Code applies to members
                                        of Government committees and Boards within the Premier s
                                        portfolio so far as they have recourse to government resources or
                                        have access to official information. The Code consists of seven
                                        sections which deal with specific requirements of individual
                                        agencies, divisions, offices and bureaux. The Code also contains
                                        many hypothetical examples together with a Registration of
                                        Personal Interests Form (Appendix 1 to the Code). A similar
                                        generic form for the registration of personal interests appears as
                                        Attachment 6 to this Guide.
                                        Some enabling legislation may also include specific coverage of
                                        some of these issues and this should be referred to.

                                        Example:        District Health Councils established under the
                                                        Health Services Act 1991
                                        Disclosure of interests
                                        s.21
                                        (1) This section applies if-
                                              (a) a member of a council has a direct or indirect personal
                                              interest in an issue being considered, or about to be
                                              considered, by the council; and
                                              (b) the interest could conflict with the proper performance of
                                              the member s duties in considering the issue.
                                        (2)    The member must disclose the nature of the interest to a
                                               meeting of the council as soon as practicable after the
                                               member becomes aware of the possible conflict of interest.
                                        (3)    The disclosure must be recorded in the minutes of the
                                               meeting.
                                        (4)    Unless the council otherwise directs, the member must not-
                                               (a)     be present when the council considers the issue; or
                                               (b)     take part in a decision of the council on the issue.

If the Ethics Act does not              If the Ethics Act does not apply to the entity, the legislation creating
apply, the enabling                     the entity should be specifically examined to determine officers
legislation should be                   ethical responsibilities.
examined to determine
ethical responsibilities

                              7.11      Restrictive trade practices
                                        Part IV of the Trade Practices Act 1974 (Cth) (TPA) prohibits
                                        restrictive trade practices. Restrictive trade practices include price
                                        fixing, boycotts, misuse of market power, exclusive dealing, resale
                                        price maintenance and contracts arrangements or understandings
                                        which lead to a substantial lessening of competition in a particular
                                        market. These practices generate anti-competitive outcomes.

Government Boards must                  Since 21 July 1996, the Crown in right of Queensland has been
not engage in restrictive               bound by Part IV of the TPA and its Queensland counterpart, the
trade practices outlined in
Part IV of the Trade
Practices Act
                              Welcome Aboard: A Guide for Members of Queensland Government Boards,        7.10 - 7.11
                              Committees and Statutory Authorities
Duties and Responsibilities of Board Members



              Competition Code, to the extent that it carries on a business.
              Therefore, Government Boards which are part of the Crown are no
              longer protected by Crown immunity and are now also bound by
              Part IV. Government Boards which are not part of the Crown
              continue to be bound by Part IV as before.
              Penalties for breaching Part IV are substantial, with fines of up to
              $10,000,000 per offence for bodies corporate. Officers and
              members of Government Boards who are involved in a
              contravention of Part IV may also be fined up to $500,000 per
              offence. Persons who suffer loss as a result of unlawful behaviour
              may seek damages, and injunctions may also be granted to restrain
              illegal activities.
              Members of Government Boards need to ensure that:                            Members of Government
                                                                                           Boards should ensure they
              ¥     they are familiar with the provisions of Part IV, so as to avoid       are familiar with Part IV of
                    engaging in unlawful behaviour in that capacity;                       the Trade Practices Act
              ¥     the Board complies with its obligations under Part IV and the
                    Competition Code — this will be particularly important where
                    the Board is engaging in trading, commercial or business
                    activities; and
              ¥     the Board implements an adequate trade practices
                    compliance program to minimise the risk of contravening
                    Part IV. This should be developed in consultation with the
                    Board s legal advisers.
              There is provision for a Board to engage in conduct which would
              otherwise breach Part IV, either by giving notice of the conduct to
              the Australian Competition and Consumer Commission (ACCC),
              or by seeking authorisation from the ACCC. Government Boards
              which are subject to control or direction from the Government must
              obtain approval from Cabinet, via the relevant portfolio Minister,
              before taking either of these steps (after having consulted with
              Treasury s Economic Performance Division which is responsible
              for ensuring whole of Government compliance).


7.12          Approval requirements
              In the case of Government Boards constituted by statute, there is            Government Boards may
              usually a number of activities cited, either in the enabling legislation     be required to obtain prior
              or in other legislation, which require the Board to obtain prior             "external" approval for
                                                                                           investment activities,
              "external" approval. For example, in the case of certain investment
                                                                                           borrowings, lease or other
              activities, borrowings, leases and other financial arrangements, the         arrangements
              Statutory Bodies Financial Arrangements Act 1982 (SBFA Act) may
              require the prior approval of the Treasurer. Depending on the subject
              matter, the approval may be required from either the relevant portfolio
              Minister, or in some cases, such as contract expenditure over certain
              amounts, from the Governor in Council.
              An activity engaged in without the necessary approval may be
              unlawful and there may be repercussions for Board members, eg.
              some enabling legislation provides that Board members can be held
              personally liable for illegal financial arrangements. Retrospective


7.11 - 7.12        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                    Committees and Statutory Authorities
                                                                                      Duties and Responsibilities of Board Members



                                                     approvals cannot be given for investments or other financial
                                                     arrangements that require the prior approval of the Treasurer under
                                                     the SBFA Act.
                                                     Borrowings (and transactions of an equivalent effect, eg. certain
                                                     leases) generally also require a separate approval under the State
                                                     Borrowing Program and Boards should liaise with their
                                                     administering departments on this issue.


                                           7.13      Delegations
Delegations can only be                              Where a Government Board is constituted by statute, the directors
made in certain                                      can only delegate any of the powers or duties of the body if the
circumstances, details of                            enabling legislation contains a specific provision to that effect. Any
which should be set out in
the Annual Report
                                                     such delegation cannot apply in respect of a matter that goes
                                                     beyond the legal powers conferred upon the Board, ie. a Board
                                                     cannot delegate to another party, including a subsidiary company of
                                                     the Board, the right to engage in an activity on behalf of the Board
                                                     which the Board cannot itself engage in. Where a Government
                                                     Board has made a delegation under its enabling legislation, details
                                                     of the delegation should be set out in the Board s Annual Report.


                                           7.14      Accountability arrangements for subsidiary
                                                     companies
                                                     The enabling legislation of a Government Board may expressly
                                                     state whether or not a subsidiary body may be established8. This is
                                                     particularly the case with incorporated bodies.
                                                     In cases where the enabling legislation of a Government Board
                                                     does not provide an express power for a Board to establish a
                                                     subsidiary, the Board must obtain the prior approval of the relevant
                                                     portfolio Minister. In these circumstances, the additional approval
                                                     of the Treasurer might also be required. Those Boards subject to
                                                     the SBFA Act may require the prior approval of the Treasurer for
                                                     matters classified as other financial arrangements , which include
                                                     establishing a subsidiary. Similarly, the FA&A Act requires the
                                                     Treasurer s approval for the formation of a company where the
                                                     formation involves the use of public moneys.
Certain Government                                   A Government Board then has a duty to ensure that a subsidiary
Boards must not establish                            does not engage in any activity that the Board itself does not have
subsidiary companies
                                                     the power to engage in. The Annual Report of the Board must
except with prior approval
                                                     identify any subsidiaries, explain the reason for the establishment
                                                     of each subsidiary and identify whether any of the directors or
                                                     executives of the Board also hold office as directors of a subsidiary
                                                     and if so, the nature and extent of remuneration in respect thereof.


8
    A Government Board that is an
    advisory body and is not constituted
    by statute does not have the legal
    power to establish a subsidiary.



                                           Welcome Aboard: A Guide for Members of Queensland Government Boards,        7.12 - 7.14
                                           Committees and Statutory Authorities
Duties and Responsibilities of Board Members



              The annual report must also clearly specify the extent of the
              shareholding of the Government body in each subsidiary and set
              out the extent of any guarantees, indemnities or other legal or
              financial commitments made by the Board to any subsidiary as well
              as the extent of any payments that pass in either direction between
              the Board and each subsidiary (including, for example, any
              dividend payments from the subsidiary to the Board and any
              commission/agency/consultancy/management fees paid by the
              Board to a subsidiary).
              The annual financial statements of the Government Board must be
              prepared in accordance with the appropriate accounting standards
              pertaining to the preparation of consolidated group accounts. (Refer
              also to section 10 of this Guide which deals with Evaluating Board
              Performance.)


7.15          Overseas travel for official purpose
              The Guidelines for Overseas Travel for Official Purposes are
              issued by the Office of Public Service Merit and Equity and apply
              to chief executives, employees of Government entities and
              statutory authorities when their overseas travel is for official
              purposes. The Guidelines also apply to Government employees
              performing official duties and require Ministerial approval
              regardless of the funding source for the costs of the overseas travel
              (refer paragraph 4.2 of the Guidelines). Travel by Ministers,
              Ministerial staff and accompanying persons is covered by separate
              guidelines in the Ministerial Handbook.
              Briefly, the Guidelines show the following requirements:
              ¥     requests for overseas travel are to be submitted to Chief
                    Executive Officers of agencies who are required to submit
                    recommendations to the respective Minister for approval;
              ¥     applications for overseas travel must include an itinerary;
              ¥     only trips that are considered essential to the attainment of
                    the organisation s objectives should be considered;
              ¥     Government employees are entitled to workers
                    compensation cover;
              ¥     all overseas travel must be notified to the Department of the
                    Premier and Cabinet and the Department of State
                    Development;
              ¥     the employee who travelled overseas must provide a travel
                    report upon their return; and
              ¥     frequent flyer points accumulated as a result of official
                    purposes should only be redeemed for Government travel
                    purposes.9




                                                                                           9
                                                                                               Guidelines for Frequent Flyer
                                                                                               Schemes, Office of Public
                                                                                               Service Merit and Equity. 28
                                                                                               June 1999



7.14 - 7.15        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                    Committees and Statutory Authorities
                                           Duties and Responsibilities of Board Members




7.16      Credit cards
          Accountable officers and statutory bodies as defined by the
          Financial Administration and Audit Act 1977 (FAA Act) are
          required to comply with sections 38-43 of the Financial
          Management Standard 1997 (FMS), which relate to management of
          expenses. Section 40 of the FMS relates specifically to expense
          management of credit card facilities, and requires that each
          accountable officer and statutory body must implement systems for
          credit card facilities that ensure:
          (a)    credit cards are used only for authorised purposes;
          (b)    misuse is promptly detected, through the operation of
                 internal controls, and reported to the accountable officer or
                 statutory body;
          (c)    use of an official credit card facility is restricted to
                 appropriate officers;
          (d)    if practicable, only one account in the name of the
                 department or statutory body is opened with the provider of
                 the facility;
          (e)    reasonable documentation about the transaction is kept; and
          (f)    for a department — the systems are consistent with the
                 document called Treasurer s Guidelines for the use of the
                 Queensland Corporate Purchasing Card.
          In accordance with the FMS, in developing expense management
          systems, accountable officers and statutory bodies must comply
          with the General Guidelines for Personal Expenses and the Use of
          Credit Cards by Public Service Employees, as issued by the Office
          of Public Service Merit and Equity. These Guidelines have been
          developed to assist accountable officers in the discharge of their
          financial responsibilities, by defining principles and practices for
          the reimbursement of expenses incurred as part of official duties
          and for the administration of charges made on an official credit
          card. A copy of the Guidelines is accessible on the Internet at
          http://www.opsme.qld.gov.au.




Welcome Aboard: A Guide for Members of Queensland Government Boards,              7.15
Committees and Statutory Authorities
                                                         The Role of Public Sector Employees on Government Boards




                           8.0 The Role of Public Service
                               Employees on Government
                               Boards
                                     Public service employees are chief executives, senior executives,
                                     senior officers and other officers and persons appointed under the
                                     Public Service Act 1996 as public service employees. Public
                                     service employees may be appointed to a Government board:

Public service employees             ¥       as the Minister s or Chief Executive Officer s nominee,
may be appointed to                          either by virtue of the enabling Act or at the Minister s
Government Boards in a                       discretion;
number of capacities                 ¥       by virtue of their office (ex officio), frequently as the Chief
                                             Executive Officer; or
                                     ¥       in an independent capacity as a member of the Queensland
                                             community.
                                     Example:        regional boards established under the Corrective
                                                     Services Act 2000
                                     Membership of regional boards
                                     s.172 A regional board must consist of the following members
                                     appointed by the Governor in Council by gazette notice —
                                     [   ]
                                     (a) a public service officer employed in the department, nominated
                                     by the chief executive;

                                     Public service employees might also attend board meetings in an
                                     official observer role.
                                     It is critical that public service employees on Government boards
                                     are aware of the nature of their appointment to the board and their
                                     associated role and responsibilities.


                           8.1       Role and responsibilities
                                     Where public service employees are members of Government boards
                                     either as the Minister s or Chief Executive s nominee or in an ex
                                     officio capacity, it is necessary to carefully determine their role on the
                                     board as a Government representative and the reporting relationship
                                     with the responsible Minister. This should occur in consultation with
                                     the Minister, prior to commencing the term of office.
                                     A public service employee s role might include acting as a conduit
                                     to the Minister concerning the board and its affairs and representing
                                     the Government s position in relation to matters being considered.
                                     A public service employee should ensure that the Minister is
                                     regularly informed of matters before the board (eg by providing an



                           Welcome Aboard: A Guide for Members of Queensland Government Boards,               8.1
                           Committees and Statutory Authorities
The Role of Public Sector Employees on Government Boards



            agenda to the Minister before a meeting) and provide advice to the
            Minister on the board s recommendations.
            In all instances, the public service employee should be aware of the         Public service employee
            Government s policy imperatives and should not present a personal            should be aware of the
            opinion or position that is contrary to either the Minister s                Government’s policy
                                                                                         imperatives and should
            directives or the Government s policy agenda.                                not present a personal
                                                                                         opinion or position
            This principle applies equally to public service employees
            representing the Government on inter-jurisdictional or
            Commonwealth bodies.


8.2         Incorporated Government Bodies – Conflicts of
            Interest
            The role of public service employees as Government                           Public service employees
            representatives appointed to incorporated bodies differs                     need to be mindful of the
            significantly to that detailed at 8.1. In relation to incorporated           need to avoid a conflict of
            Government bodies, public service employees need to be mindful               interest between their
                                                                                         duties as a government
            of the need to avoid a conflict of interest between their duties as a
                                                                                         officer and their duties as
            government officer and their duties as a board director.                     a board director
            As discussed at 7.8, the duties imposed on directors by common
            law and the Corporations Act 2001 stipulate that a director is to act
            honestly and in the interests of the company as a whole rather than
            to the benefit of sectional or third party interests. While the public
            sector employee s role might be to represent the Government at
            board meetings, it would be contrary to the legal duties of a director
            to act, or cause the board to act contrary to the interests of the
            corporate entity.
            Where a public sector employee attends meetings as an observer (ie
            without formal appointment as a director), the Corporations Act
            2001 will deem the employee to be a director if the board s
            directors become accustomed to acting in accordance with the
            observer s instructions or wishes. The observer will then attract the
            legal duties imposed on directors.
            The related issue of indemnity of crown employees for actions
            taken as board members is discussed at 9.1.


8.3         Remuneration
            It should be noted that for the purposes of considering
            remuneration, the definition of public service employees is
            significantly broader than that considered in the Public Service Act
            1996. As discussed at 5.1, public service employees appointed to
            Government Boards are generally not entitled to receive
            remuneration for such appointments, unless otherwise approved by
            the Government.




8.2 - 8.3        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                                           Liability and Indemnity




                             9.0 Liability and Indemnity

                             9.1       Crown employees appointed to boards
To determine whether the               The Government policy guidelines titled Crown Acceptance of
Board represents the                   Legal Liability for Actions of Crown Employees, (contained in the
Crown, the particular                  Public Service Personnel Management Handbook dated 1/2/89) set
legislation for the body
                                       out the Government s policy regarding the issue of liability of
should be examined
                                       persons who are in the employment of the Crown . The term
                                        employment of the Crown includes not only employment in the
                                       Public Service but also employment by any Minister of the Crown,
                                       public officer, person, Board or corporate body acting for or as the
                                       agent of or as representing the Crown.
                                       To determine whether a particular Board is an agent of the Crown
                                       or represents the Crown, the particular enabling legislation for the
                                       body should be examined. The enabling legislation may not
                                       expressly state that a Government Board is an agent of the Crown.
                                       In such a case it is a question for the courts to determine whether
                                       the Board is an agent for or representing the Crown and can
                                       therefore take advantage of the indemnity contained in the policy.
                                       The nature of the business undertaken by the Board and associated
                                       risk exposure and the position of the body in terms of the Crown are
                                       relevant considerations. Generally speaking, where the enabling
                                       legislation is silent the courts have been reluctant to presume that
                                       the Board does represent the Crown.
Indemnity applies to                   In essence, the policy is that the Crown will accept full and sole
Crown employees only if                responsibility for all claims, including the costs of defending or
they have acted diligently             settling them, in cases where the Crown employee concerned has
and conscientiously in
carrying out their duties
                                       diligently and conscientiously endeavoured to carry out his or her
                                       duties. The policy also applies to any claim for defamation brought
                                       against an officer of the Crown where the claim arises from the
                                       employee properly discharging his or her duties. No protection or
                                       indemnity is provided under this policy for criminal liability or
                                       criminal penalties such as those created under certain sections of
                                       the Corporations Act 2001.
                                       The Department of Justice and Attorney-General is revising the
                                       current indemnification and legal assistance guidelines for Crown
                                       employees. Such revision will cover the scope and manner of the
                                       indemnification and provision of legal assistance to Crown
                                       employees.
                                       Following this process of revision, it is expected that the following
                                       advantages will be gained:
                                       ¥      uniformity across all government entities;
                                       ¥      standardisation and therefore control of the costs;
                                       ¥      the adoption of simplified procedures; and
                                       ¥      the establishment of a system which will maintain certainty
                                              and minimise the need to constantly seek Cabinet approval.



                             Welcome Aboard: A Guide for Members of Queensland Government Boards,             9.1
                             Committees and Statutory Authorities
Liability and Indemnity



            The revision is expected to be completed by late 2002.
            The policy recognises that many Crown employees have difficult
            and delicate duties and functions and that they are exposed to
            claims and damages. The policy states:
               It is not desirable that such employees should be restricted in the
               carrying out of their duties and functions by any fear that they
               may have to make payment out of their own pockets in respect
               of any claim arising out of the due performance of these duties
               and functions.
               The Crown will accept full and sole responsibility for all claims
               including the cost of defending or settling them, in cases where
               the Crown Employee concerned has diligently and
               conscientiously endeavoured to carry out assigned duties.
               The Crown does not however accept any liability for any act of
               one of its employees, which act is not related to or connected
               with his/her employment.
            It follows that it must be part of the Crown employee s duty to act
            as a member of the Government Board. Accordingly, any Crown
            employee in such a position should obtain and retain a copy of a
            written direction from his or her supervisor to that effect.
            The policy is a unilateral statement of intent by the Crown and does
            not confer any right of indemnity on Crown employees and is not
            enforceable as such. Individual directors may take out private
            insurance or seek a more express or specific Government
            indemnity.


9.2         Guarantees
            The provision of a guarantee by a Government Board in favour of              Guarantees in favour of
            any party is subject to the prior approval of the relevant portfolio         any party may not be given
            Minister, as well as the Treasurer if the Board is in direct receipt of      without prior approval of
                                                                                         the Minister
            Government funding. There may also be certain statutory
            requirements under the Board s enacting legislation and the
            Statutory Bodies Financial Arrangements Act 1982.
            Where a Government Board is not constituted by statute but
            functions in an advisory role only, it will not have the legal power
            to provide a guarantee to another party. Details of any guarantees
            should appear in the Board s Annual Report regardless of whether
            the guarantee has been "called up" or not.




9.1 - 9.2        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                                          Liability and Indemnity




                            9.3       Indemnities
Indemnities can be given              Indemnities can be given to provide protection against personal
to provide protection
                                      accident and public liability.
against personal accident
and public liability                  Queensland Treasury has issued Guidelines on Risk Management
                                      and Insurance (dated January 1994) regarding indemnities for
                                      persons who are in some way working for or on behalf of the
                                      Government, but are not Crown employees. Page twelve of these
                                      Guidelines states as follows:
                                          Indemnities can be used for persons who are in some way
                                          working for or on behalf of the Government, but who are not
                                          Crown Employees. Such groups may include members of
                                          Government boards and committees, as well as volunteers in
                                          schools, hospitals, national parks, etc.
                                          An indemnity should not however be extended to members of the
                                          general public or to consultants or contractors.
                                          The application of the indemnities and the payment of any
                                          compensation - is wholly the responsibility of each individual
                                          agency. Agencies will also be responsible for developing
                                          appropriate reporting and claims-handling procedures to ensure
                                          the legitimacy of claims.
                                      Queensland Treasury has developed suggested indemnities for
                                      personal injury claims (for persons who are not covered by
                                      WorkCover) and public liability claims. These indemnities enable
                                      departments and agencies to replace insurance policies which only
                                      provide partial cover and which are not usually cost-effective. The
                                      indemnities are flexible, do not attempt to cover fully every
                                      eventuality, and leave accountable officers with some discretion
                                      in determining an appropriate level of compensation.
                                      A Government Board which is not constituted by statute and
                                      functions in an advisory role only will not have the legal power to
                                      grant an indemnity.

There is no single                    It is important to appreciate that there is no single general
indemnity to cover all                indemnity for all Government Boards. The issue of indemnities
entities. The issue of                must be addressed on a case by case basis. Cabinet has approved
indemnities must be                   Principles and Categories of Tied Work for Crown Law for
addressed on a case by
case basis
                                      "statutory bodies which represent the Crown". This means that if a
                                      body is a "statutory body which represents the Crown" it must seek
                                      advice from the Crown Solicitor concerning entitlements to
                                      indemnities. Crown Law can provide legal advice to Boards in
                                      accordance with Government Policy Guidelines referred to in
                                      section 9.1 above, on whether a public officer, in accordance with
                                      existing guidelines and practices, is entitled to be indemnified by
                                      the Crown or be provided with legal representation at the expense
                                      of the Crown in the courts or before public or coronial inquiries.




                            Welcome Aboard: A Guide for Members of Queensland Government Boards,             9.3
                            Committees and Statutory Authorities
Liability and Indemnity




9.4        Insurance
           Directors and officers indemnity insurance goes some way to                   Board members may take
                                                                                         out indemnity insurance
           indemnifying directors and officers in relation to claims for loss or
           damage made against them in their capacity as directors or board
           members. Directors and officers should seek and rely upon private
           legal advice as to its efficacy.
           The policy will generally extend to cover the costs of a director
           successfully defending a prosecution for a "wrongful act".
           However, it is not possible to be insured against prosecution for a
           criminal offence, including fines and penalties such as those under
           the Corporations Act 2001 or any other law. Indemnity in such
           cases can only arise if the director is acquitted, and is then limited
           to the costs of the defence.
           Other risks which many directors and officers insurance policies
           specifically exclude from cover are:
           ¥       claims made against the director by or on behalf of the
                   company;
           ¥       dishonesty, fraud, criminal, malicious or wilful misconduct
                   (with full knowledge and expectation of the consequences);
           ¥       seepage, pollution or contamination or the breach of any
                   statute prohibiting or controlling omissions, waste or
                   effluence;
           ¥       nuclear accidents;
           ¥       a wrongful act committed outside Australia or a claim
                   initiated outside Australia;
           ¥       personal guarantees and warranties; and
           ¥       claims made against a director for having gained a personal
                   profit or advantage to which he or she is not legally entitled.
           The policy further usually provides that the indemnity does not               Indemnity is not available
           extend to claims:                                                             for certain risks

           ¥       arising out of a director or officer dealing in insider
                   information;
           ¥       attributable to commissions, gratuities or bribes;
           ¥       made, threatened or intimated before the commencement of
                   the policy; and
           ¥       in respect of litigation or disputes arising prior to the
                   commencement of the policy.
           Government Boards which are not constituted by statute but
           function in an advisory role only will not usually have the legal
           power to take out directors liability insurance.
           As a rule, the policy requires immediate notification of all claims or
           notice of intention to claim.




9.4              Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                  Committees and Statutory Authorities
                                                                                                     Liability and Indemnity




                                       9.5       Misfeasance in public office
An intentional misuse of                         The tort of misfeasance in public office is concerned with an
public power by a public
                                                 intentional misuse of public power by a public officer. This tort has
officer may constitute
misfeasance in public                            been referred to in two recent High Court cases10. The Court has
office                                           found that for this tort to be established the plaintiff must establish
                                                 that the act is:
                                                 ¥      invalid or unauthorised;
                                                 ¥      done maliciously;
                                                 ¥      done by a public officer;
                                                 ¥      done in the purported discharge of his or her public duties;
                                                        and
                                                 ¥      causes loss to the plaintiff11.
                                                 The Court has also said that the following actions by a public
                                                 officer will constitute the tort:
                                                 ¥      action taken in excess of power with an intention to cause
                                                        harm;
                                                 ¥      action taken in knowledge that there is no statutory authority
                                                        and the damage is foreseeable; or
                                                 ¥      action done with reckless indifference12.
                                                 Therefore, mere negligence by a public officer will not suffice
                                                 unless it amounts to a reckless indifference to the harm that it has
                                                 caused.
Public officers are                              The tort of misfeasance in public office creates a personal liability.
personally liable for                            The State may not be liable for actions of its officers which amount
misfeasance in public                            to misfeasance13. In Queensland there is no general statutory
office
                                                 provision which imposes vicarious liability on the Crown for the
                                                 actions of its employees. The issue of the provision of funding for
                                                 legal representation and the granting of indemnities to individual
                                                 public servants is still governed by the general law on adopted
                                                 policy and procedure14.
Public officers should                           To ensure against misfeasance in public office, public officers
always ensure that they                          should ensure that they have the requisite power to exercise their
have the power to exercise
                                                 authority and may, in some cases wish to seek legal advice on such
their authority
                                                 matters. Public officials should ensure that they are diligently and
                                                 conscientiously carrying out assigned duties.




10
     Northern Territory of Australia
     v. Mengel (1995) 185 CLR 307
     and Sanders v. Snell 157 ALR
     491
11
     Mengel’s case at 370
12
     Mason CJ, Dawson, Toohey,
     Gaudron and McHugh JJ in
     Mengel
13
     See Crown Acceptance of Legal
     Liability for Actions of Crown
     Employees
14
     See Crown Acceptance of Legal
     Liability for Actions of Crown
     Employees
                                       Welcome Aboard: A Guide for Members of Queensland Government Boards,             9.5
                                       Committees and Statutory Authorities
                                                                                      Evaluating Board Performance




                              10.0 Evaluating Board Performance
Board performance can be                The performance of Boards and individual Board members cannot
assessed by broad financial             generally be measured solely against conventional corporate
and non-financial measures
                                        benchmarks based on financial performance. However, public
to appraise collective
Board and individual                    sector Board performance can, at least to some extent, be measured
performance                             by the long term success of an organisation in properly fulfilling the
                                        purpose for which it was established. Measures for the assessment
                                        of Board performance include the development of broad financial
                                        and non-financial performance measures for statutory authorities
                                        (and hence their Boards) as well as more direct measures to
                                        appraise collective Board performance and individual Board
                                        member performance.
Ministers are responsible               Ministers are responsible for the performance and conduct of the
for the performance and                 Board and the members within their portfolio. There are also
conduct of the Board and                certain legislative requirements outlined below.
its members
                                        The Financial Administration and Audit Act 1977 (FAA Act)
                                        provides for the financial administration and audit of the State s
                                        public finances, of departments and statutory bodies, and for the
                                        audit of associated bodies. Statutory bodies are defined in the
                                        FAA Act as:
                                            Established by or under an Act, which have control of funds and
                                            whose members are appointed by or under an Act, or are
                                            appointed, or confirmed in appointment, by the Governor in
                                            Council or a Minister.
The FAAA provides for the               Part 3 of the FAA Act deals with financial administration of
financial administration                statutory bodies. Section 46C states that each statutory body shall:
and audit of Government
statutory bodies                        ¥      ensure that its operations are carried out efficiently,
                                               effectively and economically;
                                        ¥      cause funds and accounts to be established and faithfully and
                                               properly kept;
                                        ¥      ensure that liability for expenditure is incurred for lawful
                                               purposes only and expenditure is made in compliance with
                                               any prescribed requirements;
                                        ¥      as far as possible having regard to the limits of its powers and
                                               control — ensure reasonable value is obtained for moneys
                                               expended by it;
                                        ¥      ensure that its procedures, including internal control
                                               procedures, afford at all times adequate safeguards with
                                               respect to the correctness, regularity and propriety of
                                               payments made, the prevention of fraud or mistake, and the
                                               assessment, levy and collection of revenue and other
                                               amounts receivable;
                                        ¥      ensure that fees and charges for services or goods supplied to
                                               any person are properly assessed and levied and are
                                               adequate;
                                        ¥      ensure the prescribed requirements are met regarding
                                               preparation, certification and rendering of annual financial
                                               statements;


                              Welcome Aboard: A Guide for Members of Queensland Government Boards,           10.0
                              Committees and Statutory Authorities
Evaluating Board Performance



          ¥       prepare and update a Financial Management Practice Manual
                  (if appropriate); and
          ¥       establish and maintain an adequate internal audit function if
                  so determined by the appropriate Minister.


10.1      Reporting requirements
          Part 5 of the Financial Management Standard 1997 (which is
          subordinate legislation under Part 4 of the FAA Act) deals with
          corporate governance issues. Government Boards are to comply
          with this Standard. The purpose of Part 5 is to state the
          responsibilities of accountable officers and statutory bodies for the
          following aspects of corporate management:
          ¥       internal control structure;
          ¥       systems appraisals;
          ¥       internal audit functions;
          ¥       risk management;
          ¥       delegations;
          ¥       reportable gifts; and
          ¥       audit committees.
          The FAA Act also specifies that statutory bodies must prepare
          annual financial statements within two months of the end of the
          financial year (or as agreed with the Auditor-General) which must
          be certified by the chairperson of the statutory authority and are
          subject to an audit by the Auditor-General. Statutory bodies are also
          required to furnish to the appropriate Minister an annual report
          within four months of the end of the financial year. Ministers are
          responsible for tabling such reports in the Legislative Assembly.
          The Minister may extend the four month period by written notice.
          Each financial year the Auditor-General must audit all public                 Each financial year the
          sector entities except for certain public sector entities which are           Auditor-General audits
          exempted under a specific regulation pursuant to section 74 of the            most public sector entities
          FAA Act. The FAA Act defines public sector entity as a
          department, local government, statutory body or a controlled entity
          of a department, local government or statutory body. The FAA Act
          also allows for the Legislative Assembly, by resolution, to request
          the Auditor-General to conduct an audit of a matter relating to the
          financial administration of a public sector entity. Further, the
          Auditor-General may audit an entity that is not a public sector
          entity at the request of a Minister or a public sector entity however,
          only if the entity agrees to the audit.
          In auditing the public accounts, the Auditor-General must ascertain           Matters which the Auditor-
          whether or not, in the Auditor-General s opinion:                             General takes into
                                                                                        consideration when
          ¥       proper accounts were properly kept in accordance with law;            auditing public sector
          ¥       procedures applied were in accordance with the prescribed             entities
                  requirements and were adequate to ensure proper control and
                  safeguards were exercised over the collection, custody,
                  banking, withdrawal, issue of, and accounting for, public
                  moneys;


10.1            Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                 Committees and Statutory Authorities
                                                        Evaluating Board Performance



          ¥      public moneys received on account of, or paid out of, the
                 public accounts were credited to, or charged to, the
                 appropriate fund;
          ¥      withdrawals from the public accounts were made for lawful
                 and appropriate purposes;
          ¥      proper safeguards were followed to prevent fraud and
                 mistake; and
          ¥      the requirements of the law relating to public moneys were
                 complied with in all material respects.
          The establishment of Government Owned Corporations (GOCs) -
          ie. the corporatisation process - has been the main public sector
          reform in Queensland in recent years, commencing with the
          corporatisation of several entities in mid 1994.




Welcome Aboard: A Guide for Members of Queensland Government Boards,           10.1
Committees and Statutory Authorities
                                                                                             Government Owned Corporations




                                        11.0 Government Owned
                                             Corporations
Queensland has 22                                 Queensland presently has 22 GOCs which conduct activities and
Government Owned                                  provide services in a commercially-oriented manner. Sectors in
Corporations                                      which GOCs operate include energy, transport, funds management,
                                                  gaming, fresh produce marketing and water resources.
                                                  The objectives of corporatisation are to improve Queensland s
                                                  overall economic performance and the ability of the Government to
                                                  achieve social objectives by improving the efficiency and
                                                  effectiveness of GOCs and improving the accountability of GOCs.15
                                                  The intent of corporatisation is to achieve "the best of both worlds",
                                                  ie. to provide the appropriate organisational structures and
                                                  incentive frameworks for these important businesses to operate to
                                                  their full commercial potential while, at the same time, maintaining
                                                  public ownership and control.
Government Owned                                  GOCs are established under the Government Owned Corporations
Corporations are                                  Act 1993 (GOC Act). There are two types of GOCs: statutory and
Government entities                               company. A GOC is a Government entity which is established as a
established as a body
corporate under an
                                                  body corporate under an Act (statutory GOC) or under the
Act or under the                                  Corporations Act 2001 (company GOC) and declared by regulation
Corporations Act 2001                             to be a GOC.

Government Owned                                  The GOC Act provides for GOCs to have two shareholding
Corporations have two                             Ministers — the GOC Minister (the Treasurer) and the portfolio
shareholding Ministers, the                       Minister (for example, in the case of transport GOCs, the Minister
Treasurer and the portfolio                       for Transport and Minister for Main Roads). Certain powers to be
Minister
                                                  jointly exercised are conferred on the shareholding Ministers.
                                                  The GOC Act - and, in the case of company GOCs, the
                                                  Corporations Act 2001 - details the legal obligations of GOC board
                                                  members. The purpose of the current section of this document is not
                                                  to explain these in any great detail but, rather, to outline certain
                                                  basic information in relation to each of these matters. This is not
                                                  intended in any way to provide legal interpretation of the GOC Act
                                                  or the Corporations Act 2001.16




15
     See section 17 of the
     Government Owned
     Corporations Act 1993
16
     For further information relating
     to Government Owned
     Corporations, contact Economic
     Performance Division,
     Queensland Treasury.



                                        Welcome Aboard: A Guide for Members of Queensland Government Boards,          11.0
                                        Committees and Statutory Authorities
Government Owned Corporations




11.1          Role
              The role of both statutory and company GOC Boards specifically
              includes the following matters:
              ¥      responsibility for the GOC s commercial policy and
                     management;
              ¥      ensuring that, as far as possible, the GOC achieves, and acts
                     in accordance with, its statement of corporate intent and
                     carries out its objectives outlined in its statement of corporate
                     intent;
              ¥      accounting to the GOC s shareholders for its performance as
                     required by the GOC Act and other laws applying to the
                     GOC; and
              ¥      ensuring that the GOC otherwise performs its functions in a
                     proper, effective and efficient way.

11.2          Key officers
              Both a statutory and a company GOC must have a board of directors            The Boards of Government
              appointed by the Governor in Council pursuant to the GOC Act. In the         Owned Corporations are
              case of both company and statutory GOCs, the GOC Act provides that           appointed by the Governor
                                                                                           in Council
              in appointing a person as a director, the Governor in Council must
              have regard to the person s ability to make a contribution to the
              GOC s commercial performance and the implementation of the
              Statement of Corporate Intent17. The GOC Act precludes public
              servants from being appointed to GOC Boards18. The Governor in
              Council may appoint a director to be the chairperson of a statutory
              GOC s board. The Governor in Council may also appoint another
              director to be the board s deputy chairperson.
              Each GOC must have a CEO who is to manage the day to day
              affairs of the GOC. The GOC Act provides that a GOC s CEO is
              appointed by the Governor in Council on the recommendation of
              the GOC s Board.


11.3          Duties and responsibilities
              Part 12 of the GOC Act deals with the duties and liabilities of
              directors and other officers. Division 1 of this Part is devoted to
              statutory GOCs and Division 2 deals with company GOCs.
              Directors and other officers of statutory GOCs specifically have a duty:     Directors of Government
                                                                                           Owned Corporations have
              ¥      to act honestly in the exercise of their powers and discharge         certain duties and liabilities
                     of functions;
              ¥      to disclose direct or indirect interests in a matter being
                     considered, or about to be considered, by the Board;
              ¥      to exercise a degree of care and diligence; and
              ¥      not to make improper use of information or position to gain,
                     directly or indirectly, an advantage for himself or herself or
                     to the detriment of the GOC.
                                                                                           17
                                                                                                Section 96 of the GOC Act for
                                                                                                company GOCs and Schedule
                                                                                                1, clause 11 for statutory GOCs.
                                                                                           18
                                                                                                Section 96A of the GOC Act
11.1 - 11.3        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                    Committees and Statutory Authorities
                                                                                  Government Owned Corporations



                                       The GOC Act also prohibits a statutory GOC from making loans to
                                       directors. Directors also have a positive duty to prevent insolvent
                                       trading and not to make false or misleading statements concerning
                                       the affairs of the GOC.
                                       For company GOCs, the duties and liabilities of directors and
                                       officers are governed by the Corporations Act 2001.
Government Owned                       The GOC Act recognises that statutory and company GOCs may
Corporations may be                    also have community service obligations and may be subject to
subject to directions,
notifications or approvals
                                       directions, notifications or approvals from the shareholding
from shareholding                      Ministers, creating a different standard of care and diligence for
Ministers                              directors of statutory and company GOCs.
                                       All GOCs should note that any projects proposed to be undertaken
                                       outside the State of Queensland require shareholding Ministers
                                       approval prior to negotiations being entered into and again prior to
                                       any commercially binding contracts being entered into.
Code of Practice for                   In 1999, the Government approved a Code of Practice for GOCs
Government Owned                       Financial Arrangements which deals with the following issues:
Corporation’s Financial
Arrangements                           ¥      Corporate treasury services can be provided by the
                                              Queensland Treasury Corporation (QTC). There is no
                                              requirement for GOCs to use these QTC services, nor is there
                                              a requirement to source funds only from QTC.
                                       ¥      Each corporation is to demonstrate that it possesses suitable
                                              expertise and has implemented appropriate management and
                                              accountability systems. GOCs are required to submit Board-
                                              approved financial management policies to shareholding
                                              Ministers for review. Until the Board-approved policies are
                                              reviewed and implemented, existing Government policies
                                              remain in force.
                                       ¥      A comprehensive stand-alone credit rating is to be
                                              undertaken at least once every three years by an independent
                                              credit rating agency.
                                       ¥      An annual credit review, involving a high level analysis of
                                              each GOC s ability to sustain existing and planned levels of
                                              debt, will be undertaken to ensure that adequate and effective
                                              debt monitoring is taking place.
                                       ¥      The State Borrowing Program is the vehicle by which the
                                              State coordinates and manages debt funding arrangements.
                                              Under the program, GOCs are required to ensure that any
                                              borrowings (and other debt funding arrangements) are
                                              accounted for within its administering department’s
                                              borrowing limit. The limit for each GOC will be assessed by
                                              the Shareholding Minister in the context of the Statement of
                                              Corporate Intent, having regard to the annual credit review.
                                       ¥      Quotations for funding may be obtained from lenders other
                                              than QTC provided QTC is also invited to submit an offer in
                                              the tendering process. Decisions to seek funding from a
                                              source other than the lowest-cost lender must be approved by
                                              the Board and the shareholding Ministers advised, prior to
                                              the entering into of the financial arrangement.



                             Welcome Aboard: A Guide for Members of Queensland Government Boards,          11.3
                             Committees and Statutory Authorities
Government Owned Corporations



          ¥     All GOC borrowings and financial arrangements in the nature
                of debt obligations, irrespective of whether the funds are
                sourced from QTC or an external financier, attract a
                Competitive Neutrality Fee. This fee reflects the beneficial
                borrowing margin accruing to a GOC by virtue of its
                Government ownership and will ensure no advantage exists
                over private sector competitors in this regard.
          The GOC Act provides that the State does not guarantee any
          obligation incurred by a GOC, unless the liability is expressly
          undertaken on behalf of the State. This is to be reflected in all loan
          documents prepared by GOCs.


11.4      Remuneration
          Remuneration for GOC Board members is determined in                          Remuneration for Board
          accordance with a framework approved by the Government.                      members is determined
          Shareholding Ministers recommend to the Governor in Council that             according to the
                                                                                       Government’s approved
          members of individual GOC Boards are remunerable at appropriate
                                                                                       remuneration framework
          levels within this framework. Remuneration will differ depending
          on such factors as the competitive environment a GOC operates in,
          the size of the GOC based on turnover and the breadth of a GOC s
          focus or importance to the Government.
          The Government has also set a framework by which other terms
          and conditions are determined for Directors, including those for
          board committee establishment, remuneration of committee
          members, and motor vehicle use by Chairs.
          Deputy Chairs
          Deputy Chairs (where appointed) are not to receive a premium over
          the rate afforded other Directors. However, there is provision for
          circumstances where a Deputy Chair is required to assume the full
          range of duties of the Chair (ie. more than simply chairing a board
          meeting). In these circumstances, the Chair s fee is payable for the
          period the Deputy Chair acts as Chair.
          For GOCs where there is no Deputy Chair position on the Board, if
          a Director is required to assume the full range of duties of the Chair,
          the Chair s fee may be paid for the period that a Director acts as the
          Chair.
          Remuneration Guidelines for Directors and Senior Executives
          in GOCs
          Senior Executives (defined to include the five most highly
          remunerated officers of the GOC, including the Chief Executive
          Officer) of GOCs are to be appointed by the Governor in Council
          on the recommendation of the GOC Board. With respect to
          remuneration of both Directors and Senior Executives, GOC
          Boards are required to:
          ¥     establish, approve and maintain a remuneration policy for
                Senior Executives;
          ¥     submit these remuneration policies for Senior Executives


11.4           Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                Committees and Statutory Authorities
                                                                                 Government Owned Corporations



Remuneration policies for             and any amendments or variations to this policy to shareholding
SES of Government                     Ministers, and to seek the views of shareholding Ministers, in
Owned Corporations are                conjunction with the Premier, on these policies. (Note: information
subject to shareholding
Minister approval, in
                                      provided should be sufficiently detailed to enable shareholding
conjunction with the                  Ministers, in conjunction with the Premier, to be satisfied that
Premier                               remuneration arrangements are appropriate, having regard to the
                                      over-riding priority of the Government to ensure that arrangements
                                      are consistent with required levels of public sector accountability
                                      and broadly aligned with comparable industry benchmarks.);
                                      ¥      keep shareholding Ministers informed of the remuneration
                                             arrangements of Senior Executives on a regular basis,
                                             including the processes by which remuneration arrangements
                                             have been determined; such advice is required before any
                                             variation is made to Senior Executive s remuneration
                                             arrangements; and
                                      ¥      detail the nature and amount of remuneration for Directors
                                             and Senior Executives, including any bonus payments,
                                             within their Statement of Corporate Intent, on a similar basis
                                             to that required under the Corporations Act 2001 by listing
                                             public companies. A GOC s annual report should also list
                                             these details but exclude bonus payment details.
                                      For the purposes of the above, "remuneration" means all monetary
                                      benefits conferred upon Senior Executives in return for services,
                                      including but not limited to salaries, wages, leave entitlements,
                                      salary sacrifice arrangements, performance incentives or bonuses
                                      and other allowances or concessions.
                                      The complete remuneration guidelines for Directors and Senior
                                      Executives are provided at Attachment 5
                                      GOC Board Sub-Committees
                                      GOC Boards have the discretion to establish Audit or Staff/Industrial
                                      Relations sub-committees, with the level of fees being subject to
                                      shareholding Ministers approval, within specified limits.
                                      Where a GOC wishes to establish a sub-committee, other than an
                                      Audit or Staff/Industrial Relations sub-committee, shareholding
                                      Minister approval is required for both the establishment and level
                                      of fees to be paid to sub-committee members.
                                      Governor in Council has approved that members of GOC sub-
                                      committees can be paid (as one annualised amount) up to a
                                      maximum of $4,000 per annum for sub-committee Chairs and up to
                                      a maximum of $3,000 for sub-committee members, with the level
                                      of remuneration determined or approved by shareholding Ministers
                                      on the recommendation of the GOC Board.
                                      A GOC s Annual Report must set out the extent to which sub-
                                      committees are established, the membership of each sub-
                                      committee, the remuneration of each director for work undertaken
                                      in their capacity as a member of a sub-committee, the frequency of
                                      meetings of each sub-committee and attendance by Directors at
                                      sub-committee meetings.



                            Welcome Aboard: A Guide for Members of Queensland Government Boards,          11.4
                            Committees and Statutory Authorities
Government Owned Corporations



              Details of any sub-committees established must be set out in the
              Government Owned Corporation s annual report.
              Superannuation
              Under the Commonwealth Superannuation Guarantee                              Employees of Government
              (Administration) Act 1992 (SGA Act), employers are required to               Owned Corporations who
              provide a minimum level of superannuation for all employees who              earn over a certain amount
              earn more than $450 per month. Accordingly, there is an obligation           are entitled to a minimum
                                                                                           level of superannuation
              for GOCs to make this payment for their Directors. The minimum
              level of superannuation required under the SGA Act should be
              considered as an additional payment (over and above the
              remuneration determined in accordance with the framework).
              It should be noted however, that consistent with general private and
              public sector practice, any additional superannuation contributions
              that a Board member may wish to make would need to be funded
              by the Board member.
              Out of pocket expenses
              Expenses such as travelling, accommodation, meals and other
              incidental expenses associated with attendance at meetings,
              overnight absence from home or from the normal work location in
              the course of Board-related business represent job-related expenses
              to be paid by the GOC.
              In line with the requirement that Boards are accountable to
              shareholding Ministers, Boards must ensure their corporation
              adopts expense procedures which observe strict cost-efficiency,
              high ethical standards and a level of responsibility expected by the
              Queensland community.
              Motor vehicles
              Motor vehicles are available to Board Chairs subject to the
              agreement of shareholding Ministers and providing that there is a
              corresponding decrease in remuneration.


11.5          Board member selection
              It is of fundamental importance to the success of corporatisation for        Government Owned
              GOC boards to be comprised of directors with considerable                    Corporation Board
              commercial skills and experience. However, at the same time, a               members must have certain
                                                                                           skills
              range of additional skills and experiences is often also relevant (eg.
              finance, legal, industrial relations, marketing, etc).




11.4 - 11.5        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                    Committees and Statutory Authorities
                                                                                           Government Owned Corporations




                                      11.6      Reporting requirements
                                                Part 11 of the GOC Act deals with reports and other accountability
                                                matters. The provisions of the Financial Administration and Audit
                                                Act 1977 (the FAA Act) apply to all statutory GOCs, while only
                                                certain provisions apply to company GOCs19. The FAA Act
                                                provisions relating to audit and the provision of reports to the
                                                appropriate Minister and the tabling of reports have been applied to
                                                company GOCs.

A Government Owned                              Generally, a GOC s Board must give to the shareholding Ministers
Corporation’s Board must                        a report on the operations of the GOC and its subsidiaries for each
give to the shareholding                        quarter of a financial year20. The annual report of a GOC is to
Ministers a report for each                     comply with the provisions of section 131 of the GOC Act. Briefly
quarter
                                                the annual report must:
                                                ¥      contain information to enable the shareholding Ministers to
                                                       make an informed assessment of the operations of the GOC
                                                       including a comparison of the performance of the GOC with
                                                       its statement of corporate intent;
                                                ¥      state the GOC s dividend policy for the financial year to
                                                       which the report relates;
                                                ¥      include the statement of corporate intent for the relevant
                                                       financial year and any modifications made;
                                                ¥      include particulars of any directions and notifications given
                                                       to the GOC s Board by the shareholding Ministers; and
                                                ¥      include particulars of the impact on the financial position,
                                                       profits and losses and prospects of the GOC of any
                                                       modifications to the statement of corporate intent and any
                                                       directions and notifications given by shareholding Ministers.
                                                Each annual report of the GOC must also state whether or not, in the
                                                directors opinion, there are, when the statement is made, reasonable
                                                grounds to believe that the GOC will be able to pay its debts as and
                                                when they fall due. For company GOCs, the report must also include
                                                the matters that are required to be included in, or accompany, the
                                                GOC s annual return under the Corporations Act 2001.
Shareholding Ministers                          A GOC s board also has a positive obligation to keep shareholding
should be kept informed of                      Ministers reasonably informed of the operations, financial
operations, financial                           performance, financial position and any other matter which may be
performance, position and
                                                required 21. GOC Boards should also keep shareholding Ministers
any other matter which
may be required                                 informed about key developments relating to any subsidiaries,
                                                controlled entities or investments its corporation maintains. For
                                                proposed new GOC subsidiaries or investments, shareholding
                                                Ministers will set pre-conditions before any approval takes place.
                                                This will particularly be in respect of remuneration, audit and
                                                reporting arrangements.
                                                A formal policy on GOC Investments and Audit and Reporting
19
      The FAA Act applies as if the
     GOC were a statutory body
                                                Requirements for GOC Controlled Entities and Investments will be
     within the meaning of the Act.             released in 2002.
20
     See amendment to Section 130
     in the Government Owned
     Corporations Act and Other
     Legislation Act 1998.
21
     See Section 133(2) of the
     Government Owned
     Corporations Act 1993.
                                      Welcome Aboard: A Guide for Members of Queensland Government Boards,          11.6
                                      Committees and Statutory Authorities
Government Owned Corporations



              Responsibilities of Shareholding Ministers
              The departments of shareholding Ministers are responsible for:
              ¥     negotiating outcomes of the annual performance contract or
                    Statement of Corporate Intent as well as the five-yearly
                    Corporate Plan;
              ¥     monitoring the commercial performance of GOCs and
                    determining dividend payments;
              ¥     assessing major investment proposals;
              ¥     facilitating the appointment of GOC Boards of Directors;
                    and
              ¥     ensuring GOC compliance with relevant Queensland
                    Government policies.
              Timely flow of information
              The flow of information to the shareholding Minister required
              under the GOC Act should be timely to allow for consideration
              prior to a decision being required. Section 133 of the GOC Act
              states that a Board must keep shareholding Ministers informed of
              operations and financial performance.
              Justification of decisions
              It is accepted that decisions of GOCs may have a direct and
              appreciable impact on the community. To enhance public
              accountability of GOCs, when such decisions are made GOCs
              should be in a position to publicly justify and explain the decisions.
              Sensitive issues
              The Chair of the GOC should apprise the relevant shareholding
              Minister of sensitive or potentially contentious issues as
              appropriate.


11.7          Overseas Travel
              Members/employees of GOCs are subject to the Guidelines for                  GOC members/employees
              Overseas Travel for Official Purposes issued by the Office of Public         are subject to the
              Service Merit and Equity. As such, applications for overseas visits          Guidelines for Overseas
              (including itineraries) should be submitted to the Chief Executive of        Travel for Official
              the portfolio Minister s department who must then submit                     Purposes
              recommendations to the shareholding Minister for approval, before
              the intended travel occurs. In accordance with Government policy, all
              overseas travel associated with trade and investment promotion is to
              be notified to the Department of State Development. All other official
              travel is to be notified to the Department of the Premier and Cabinet.
              A travel report is to be submitted upon return (individual agencies
              may specify the manner and procedures for submitting reports).




11.6 - 11.7        Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                    Committees and Statutory Authorities
                                                                                       Government Owned Corporations




                                 11.8      Credit Cards
                                           Statutory GOCs (as opposed to company GOCs) are statutory
                                           bodies within the meaning of the FAA Act. As such, statutory
                                           GOCs are subject to the provisions of the FAA Act and Financial
                                           Management Standard 1997 (FMS) relating to management of
                                           expenses and the General Guidelines for Personal Expenses and
                                           the Use of Credit Cards by Public Service Employees, as issued by
                                           the Office of Public Service Merit and Equity (see Section 7.16
                                           Credit Cards).
                                           In contrast to statutory GOCs, company GOCs are not subject to all
                                           provisions of the FAA Act and FMS. While they are not required
                                           to comply with statutory provisions 38-43 of the FMS, which relate
                                           to the management of expenses, company GOCs should maintain
                                           their own expense management system, including a control system
                                           for credit card usage, in acknowledgment of the principles
                                           contained in the FMS. This recognises that all GOCs must act with
                                           complete probity and accountability.


                                 11.9      Indemnities for GOCs
There are restrictions on                  Section 138 of the GOC Act provides that a statutory GOC must not
granting indemnities to                    indemnify or exempt a person who is or has been an officer of the
officers of Government                     GOC against a liability incurred as an officer. However, the
Owned Corporations                         statutory GOC may indemnify a person against a civil liability
                                           which did not arise out of conduct involving a lack of good faith
                                           and for liability for costs and expenses incurred by the person in
                                           successfully defending a proceeding, whether civil or
                                           criminal.22This indemnity may only be given with the prior
                                           approval of the shareholding Ministers.23
                                           In respect of company GOCs, section 199A of the Corporations Act
                                           2001 provides that a company must not indemnify a person who is
                                           an officer of the company against a liability to the company
                                           incurred by the person in that capacity. A memorandum or articles
                                           or any other instrument or any agreement or arrangement that
                                           attempts to do this is void. Protection in these respects is a matter
                                           for Directors and Officers insurance. However, the Corporations
                                           Act 2001 does not prevent the company from indemnifying an
                                           officer for a liability to a third party unless the liability arises out of
                                           conduct involving a lack of good faith.
                                           Further, section 199A does not prevent a person being indemnified
                                           by the company in respect of the costs of successfully defending
                                           criminal or civil proceedings. The common law prohibition on a
                                           company indemnifying its officers against criminal liability
                                           remains.

22
     See s.138(3) & (4) of the
     Government Owned
     Corporations Act 1993.
23
     See s.138(5) of the
     Government Owned
     Corporations Act 1993



                                 Welcome Aboard: A Guide for Members of Queensland Government Boards,       11.8 - 11.9
                                 Committees and Statutory Authorities
Government Owned Corporations




11.10 Insurance for GOCs
           Section 139 of the GOC Act provides that a statutory GOC must not            Officers of Government
                                                                                        Owned Corporations may
           pay, or agree to pay, a premium in relation to a contract insuring a
                                                                                        not be insured for certain
           person who is or has been an officer of the GOC:                             types of conduct
           ¥     against a liability incurred by the person as an officer and
                 arising out of conduct involving a wilful breach of duty in
                 relation to the GOC; or
           ¥     if the officer has made an improper use of information
                 acquired because of his/her position.
           This prohibition does not apply in relation to a liability for costs
           and expenses incurred by a person in defending proceedings,
           whether criminal or civil, whatever their outcome.24
           In respect of company GOCs, the Corporations Act 2001 permits a
           company to pay the premiums for insurance policies to cover
           liability of directors and officers. However, section 199B of the
           Corporations Act 2001 prohibits a company GOC paying
           indemnity insurance premiums arising out of conduct involving:
           a.    wilful breach of duty in relation to the company; or
           b.    a breach of section 182 or 183 which deals with improper use
                 of information and improper use of position (see section
                 199B(b)).
           A company is not prevented from paying insurance premiums
           covering the costs of defending civil or criminal proceedings whether
           successful or not (section 199B of the Corporations Act 2001).


11.11 Other Government Policies Affecting GOCs
           In addition to requirements of the GOC Act, a number of policies
           and guidelines have been endorsed by the Government which
           GOCs, their subsidiaries and controlled entities, need to observe.
           This reflects shareholding Minister expectations and priorities for
           the GOC sector, and fulfils the key corporatisation principle of
           accountability.




                                                                                        24
                                                                                             Government Owned
                                                                                             Corporations Act 1993
                                                                                             s.139(2)




11.10 - 11.11   Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                 Committees and Statutory Authorities
                                                                               Government Owned Corporations



                                     Whilst particular policies are detailed in this chapter
                                     (Remuneration; Overseas Travel), a summary of all Queensland
                                     Government Policies and Guidelines GOCs need to comply with,
                                     and which Boards of Directors must be aware of, is set out below.

Summary of all
Queensland Government       Policy                   Summary
Policies and Guidelines
GOCs need to comply         Guidelines for Export    The Guidelines were finalised in December 2001,
with                        of Services by GOCs      following consultation with all GOCs. They are
                            (2001)                   intended to act as a framework to ensure that, where
                                                     any GOC export of services is investigated or pursued,
                                                     it is done in accordance with the Government's risk
                                                     parameters and interests.

                            Code of Practice for     The Code establishes standards for matters such as
                            the Building and         Workplace Health and Safety, security of payment,
                            Construction             employment and industrial relations for GOCs involved
                            Industry (2000)          in construction-related activities.

                            State Purchasing         GOC purchasing activities must, as far as practicable,
                            Policy (2000)            advance Government priorities, achieve value for
                                                     money and ensure probity and accountability.

                            Local Industry           This policy has been developed to ensure local industry
                            Policy: A Fair Go        is given fair and reasonable opportunity to be
                            for Local Industry       considered for major project work in Queensland.
                            (1999)                   Requirements for GOCs include annual reporting of
                                                     local industry participation in projects valued over $5
                                                     million, and preparation of an Industry Participation
                                                     Plan for projects also valued over $5 million.

                            Remuneration             The Guidelines require GOCs to:
                            Guidelines for           • Establish a remuneration policy for their corporation;
                            Directors and Senior     • Inform shareholding Ministers and the Premier
                            Executives in              before any change in remuneration arrangements; and
                            Government Owned         • Denote particular remuneration details in both the
                            Corporations (1999 –       Statement of Corporate Intent and Corporate Plan.
                            revised 2000)

                            Guidelines:              Sets out approval procedures for GOC employees seeking
                            Overseas Travel for      overseas travel. Approval by the relevant shareholding
                            Official Purposes        Minister must occur before any overseas travel takes
                            (1999)                   place.

                            Guidelines for           GOCs should have procedures in place concerning the
                            Frequent Flyer           management and control of frequent flyer points, which
                            Schemes (1999)           observe the spirit and intent of these Guidelines for
                                                     departmental employees.


                            Code of Practice for     The Code outlines approval arrangements and guidelines
                            GOC Financial            within which GOCs must operate when entering into
                            Arrangements (1999)      financial arrangements.




                          Welcome Aboard: A Guide for Members of Queensland Government Boards,           11.11
                          Committees and Statutory Authorities
Government Owned Corporations



           In addition to the above, there are publications which can provide
           advice and information to GOCs in carrying out their activities.
           These include Statement of Corporate Intent Guidelines, Quarterly
           Reporting Standards and the Community Service Obligation Policy
           Framework.
           A complete list of these GOC-related policies and guidelines, with
           links to their contents, are contained on the State Government s
           website: www.ogoc.qld.gov.au The site contains extremely useful
           information about Queensland s GOC sector, including:
           ¥     a complete list of all corporations, their directors and contact
                 details;
           ¥     a recent history of corporatisation in Queensland;
           ¥     Issues Papers for proposed new GOC policies;
           ¥     a summary of public sector legislation GOCs may be
                 affected by;
           ¥     details of important policy announcements, such as the State
                 Government s 2000 Energy Policy and the 1999 Electricity
                 Industry Restructure Package; and
           ¥     links to other important websites and documents.


11.12 Induction for GOC Directors
           In November 2000, the Premier opened the inaugural GOC Directors
           Forum organised by the Office of Government Owned Corporations
           and shareholding departments. The Forum provides for:
           ¥     expert tutelage on Director roles and responsibilities by the
                 Australian Institute of Company Directors;
           ¥     shareholding Ministers and departmental officers to brief
                 Directors and CEOs on their expectations, corporate
                 governance arrangements and GOC — related policies; and
           ¥     GOC Directors and CEOs to provide feedback on how they
                 think current arrangements can improve.
           The annual briefing recognises that Boards of Directors are the
           prime drivers of corporate performance, and that for GOCs to
           maximise their financial and service performance, their Directors
           must fully exercise their skills and expertise. The Forum also
           serves as an ideal induction for newly appointed Directors.
           The GOC Directors Forum will continue to be offered on an annual
           basis to dovetail with the commencement of the SCI and Corporate
           Planning process, and to cater for Board member turnover and new
           Government policies.




11.11 - 11.12   Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                 Committees and Statutory Authorities
                                                                                 Government Owned Corporations




                            11.13 Office of Government Owned Corporations
                                  (OGOC)
                                      In May 2000, the Office of Government Owned Corporations
                                      (OGOC) was established to advise the Treasurer in the
                                      administration of the Government Owned Corporations Act 1993.
                                      OGOC works in partnership with the special units in shareholding
                                      Ministers departments in assisting in the monitoring and oversight
                                      of the State s GOCs.
                                      See Attachment Two for relevant contact details (including other
                                      departments).


                            11.14 Freedom of Information Act 1992 and Judicial
                                  Review Act 1991
                                      Under these Acts, provision is made for a number of specific
                                      exemptions for commercial activities of certain GOCs. (Reference
                                      should be made to those Acts for details - see FOI Act section 11A
                                      and Schedule 2 and JR Act section 18A and Schedule 6). In
                                      addition, Section 199 of the Transport Infrastructure Act 1994
                                      contains similar exemptions in respect of transport GOCs.


                            11.15 Privacy
                                      As noted at 7.6, Information Standard No.42 also applies to statutory
                                      Government Owned Corporations (GOCs) and their subsidiaries
                                      where the shareholding Minister has given notification pursuant to s.
                                      123 of the Government Owned Corporations Act 1993.
                                      In addition, company GOCs are within the ambit of the national
                                      privacy principles governing the private sector, under the Privacy
                                      Act 1988 (Cth). These provisions come into force for the private
                                      sector in December 2001. There is provision in the Privacy Act
                                      1998 for company GOCs to opt out of the federal scheme in certain
                                      circumstances.


                            11.16 Application of other acts
The Government Owned                  The application of a number of public sector Acts to GOCs is dealt
Corporations Act deals                with by the GOC Act. (For example, under section 181 of the GOC
with the applicability of             Act, a statutory GOC is a unit of public administration under the
other Acts to Government
Owned Corporations
                                      Crime and Misconduct Act 2001). Reference should be made to the
                                      GOC Act for details.
                                      GOCs are exempt from the Statutory Bodies Financial
                                      Arrangements Audit Act 1996 which also excludes GOCs from the
                                      operations of the Statutory Bodies Financial Arrangements Act
                                      1982.




                            Welcome Aboard: A Guide for Members of Queensland Government Boards,   11.13 - 11.16
                            Committees and Statutory Authorities
Government Owned Corporations



          It should be noted that GOCs are subject to the provisions of the
          Libraries and Archives Act 1988 in relation to the retention and
          disposal of records. Advice in relation to the application of this Act
          can be obtained from the Queensland State Archives (see contact
          details in Attachment 2).




               Welcome Aboard: A Guide for Members of Queensland Government Boards,
11.16                                           Committees and Statutory Authorities
Attachments
Attachment 1




Resources
            Australian Institute of Company Directors
            Corporate Practices and Conduct, Third Edition, 1995
            Duties and Responsibilities of Directors and Officers, November 1996
            Directors Responsibilities: A Working Guide for Australia, August 1991
            Checklist for Directors of Government Boards, 1994
            Office of the Auditor General, Western Australia
            Roles and Responsibilities of Members of Governing Bodies of
            State Government Agencies, February 1997
            Cabinet Office, Department of the Premier and Cabinet, South
            Australia
            Government Board and Committees: Guidelines for Agencies and
            Board Directors, July 2000
            Public Sector Management Office, Western Australia
            Getting on Board: A Guide to Recruitment and Induction of
            Members of Western Australian Boards and Committees,
            November 2000 (relied on particularly for section 3 Role of
            Government Boards, section 4 Role of Key Players and section 5
            Selection and Recruitment)
            Department of Finance, Victoria
            Guidelines for Members of Public Sector Boards, June 1993
            Australian National Audit Office
            Core Public Sector Corporate Governance, October 1997
            Ministerial and Parliamentary Services, Department of the Premier
            and Cabinet, New South Wales
            Government Boards and Committees Guidelines
            The Audit Office of New South Wales
            Corporate Governance: In Principle, In Practice, and Supplement,
            June 1997
            Linda English and Dr James Guthrie
            An Overview of Director s Obligations and Accountability
            Standards for Government Business Enterprises in the 1990s, 1996,
            7 Australian Journal of Corporate Law 120
            S Bottomley
            Regulating Government Owned Corporations: A Review of Issues,
            1994, Australian Journal of Public Administration, Vol 54, No. 3,
            pp521-35
            Crown Law, Department of Justice and Attorney-General,
            Queensland
            Matters to be Considered with Respect to Establishment of
            Commercial Bodies by Government, 1 September 1997
            Cabinet Secretariat, Department of the Premier and Cabinet
            Queensland Cabinet Handbook, February 2000




Resources
                                              Attachment 1 Continued



State Affairs, Department of the Premier and Cabinet
Executive Council Handbook, January 2002
Dunphy, B
Misfeasance in Public Office: Liability for Public Administrators,
March 1999
Women s Infolink, Office for Women, Community Engagement
Division, Department of the Premier and Cabinet Infosheet 11
"Women and Work — Preparing an Effective Resume", 1997
Office of Public Service Merit and Equity
Guidelines for Frequent Flyer Schemes, 28 June 1999
Guidelines — Overseas Travel for Official Purposes, August 1999
General Guidelines for Personal Expenses and the Use of Credit
Cards by Public Service Employees, June 2001




                                                          Resources
Attachment 2



Contact details

 Issue              Contact                                              Phone

 Appointments       Executive Council Secretariat                        3224 4819
                    Department of the Premier and Cabinet

 Cabinet            Departmental Cabinet Legislation and                 refer to
                    Liaison Officer and Cabinet Secretariat              individual
                                                                         Department

 Central            Exceutive Services, State Affairs                    3224 4062
 Register of        Department of the Premier and Cabinet
 Nominees to
 Government

 Gender             Office for Women                                     3224 4636
                    Department of the Premier and Cabinet
                    http://www.qldwoman.qld.gov.au

 GOCs               Office of Government Owned Corporations,             3224 2028
                    Queensland Treasury
                    http://www.ogoc.qld.gov.au

                    Department of Transport and Main Roads               3224 6662
                    Rail, Ports and Aviation Division

                    Department of Natural Resources and Mines            3224 2675

                    Department of the Premier and Cabinet                3224 5100

 Indigenous         Department of Aboriginal and Torres Strait           3247 5360
 Issues             Islander Policy
                    http://www.indigenous.qld.gov.au/home.htm

 Legal (Liability   Crown Law (NB fees may be charged)                   3239 6703
 and
 Indemnities)

 Multicultural      Multicultural Affairs Queensland                     3224 5690
                    Department of the Premier and Cabinet
                    http://www.premiers.qld.gov.au/about/maq/index.htm

 Overseas           Office of Public Service Merit and Equity            3224 4211
 Travel             http://www.opsme.qld.gov.au/index.htm
 Reporting

 Non-trade          International Collaborations Branch,                 3224 5342 or
 Related Travel     Department of the Premier and Cabinet                3224 2143

 Frequent Flyer     Public Sector Industrial and Employee                3224 5895
 Schemes            Relations Division, Department of Industrial
                    Relations




Contact
Details
                                                            Attachment 2




POLICY         SUMMARY                                    PHONE

Privacy        Office of Federal Privacy Commissioner     1300 363 992
               www.privacy.gov.au
               www.law.gov.au/privacy

Remuneration   Public Sector Industrial and Employee      3225 2342
               Relations Division, Department of Public
               Relations
               http://www.psier.qld.gov.au




                                                                 Contact
                                                                 Details
Attachment 3




Useful Internet Links
           Australian Institute of Company Directors
           http://www.companydirectors.com.au

           Department of Industrial Relations
           Remuneration of Part-Time Chairs and Members of Government
           Boards, Committees and Statutory Authorities
           http://www.psier.qld.gov.au/publications.htm

           Public Sector Industrial and Employee Relations Circular 6/01
           http://www.psier.qld.gov.au/circular/circ6-01.pdf

           Governing Queensland Suite of Publications
                Cabinet Handbook
                 Executive Council Handbook
                 Legislation Handbook
                 Ministerial Handbook
                 Parliamentary Procedures Handbook
                 Policy Handbook
           http://www.premiers.qld.gov.au/policies/policies.htm

           Legislation – Office of the Queensland Parliamentary Counsel
           http://www.legislation.qld.gov.au

           Office of Public Service Merit and Equity Guidelines
           Guidelines for Overseas Travel for Official Purposes
           General Guidelines for Personal Expenses and the Use of Credit
           Cards by Public Sector Employees
           http://www.opsme.qld.gov.au/leg_pub/guidelines/guidelines.htm

           Office for Women Infosheets
           So you want to be on a Government Board?
           Women and Work: Preparing an Effective Resume
           http://www.qldwoman.qld.gov.au/publications/infosheets/main.html

           Queensland Government Executive Directory
           http://www.qgd.qld.gov.au/index.html

           Register of Appointees to Queensland Government Bodies
           http://statauth.premiers.qld.gov.au/stat




Useful
Internet Links
                                                                                            Attachment 4




Induction Checklist
1.           INFORMATION

❏            1.1         On the Organisation
                         ¥ Enabling legislation
                         ¥ Corporate plan/annual report
                         ¥ Current policy documents
                         ¥ Briefing papers on operations

❏            1.2         On the Board/Committee/Statutory Authority
                         ¥ Terms of reference
                         ¥ Board/committee structures
                         ¥ Member details
                         ¥ Meeting arrangements
                         ¥ Standing orders or meeting procedures
                         ¥ Administrative support

❏            1.3         On Roles and Responsibilities
                         ¥ Statement of duties and performance expectations
                         ¥ Relationship to Chair, other members, Chief Executive
                           Officer
                         ¥ Statutory obligations and legal duties
                         ¥ Directions on credit cards and travel approval
                         ¥ Copy of this guide and any other relevant resource
                           documents

             2.         FAMILIARISATION

❏            2.1         Briefings
                         ¥ From the Minister, Chair, Chief Executive Officer
                         ¥ From industry, government and community experts

❏            2.2         Site Visits
                         ¥ To see first hand the organisation s operations
                         ¥ To meet employees

❏            2.3         Seminars, Functions or Meetings
                         ¥ Arrange special induction seminars for new members
                         ¥ Attend industry seminars
                         ¥ Establish networks

             3.         TRAINING

❏                        ¥ Training in Board/committee duties, responsibilities
                           and skills
                         ¥ Training in industry specific skills or knowledge areas

             4.         SOCIALISATION

❏                       ¥ Interact informally with Board members and key stake-
                          holders to establish collaborative working relationships.

     Sourced principally from Getting on Board: A Guide to Recruitment and Induction of Members of Western
     Australian Boards and Committees, February 1997

                                                                                                 Induction
                                                                                                 Checklist
Attachment 5




          REMUNERATION GUIDELINES FOR DIRECTORS
          AND SENIOR EXECUTIVES IN GOVERNMENT
          OWNED CORPORATIONS
          Government Owned Corporations (GOCs) have a charter to operate
          in a commercial manner and to apply to the maximum extent
          possible commercial and competitive management practices.
          Remuneration policies of GOCs should be designed to enhance
          their ability to attract and retain high calibre staff.
          Notwithstanding this, the State Government is subject to high
          levels of public accountability in all areas of its operations and
          conduct. Public expectations of accountability extend, by way of
          ownership, to the Queensland GOC sector.
          With respect to remuneration, the over-riding priority of the
          Government is to ensure that arrangements are:
          ¥     consistent with required levels of public sector
                accountability; and
          ¥     broadly aligned with comparable industry benchmarks.
          These guidelines aim to ensure an open and transparent approach to
          GOC remuneration arrangements which are to be fully disclosed to
          the Treasurer and relevant portfolio Ministers as shareholding
          Ministers in conjunction with the Premier.25 In this regard, GOC
          Boards are expected to:
          ¥     establish, approve and maintain a remuneration policy for
                Senior Executives. All Senior Executive remuneration
                arrangements should be consistent with this policy. The
                Board is also required to submit this policy and any
                amendments or variations to this policy to shareholding
                Ministers, and to seek the views of shareholding Ministers,
                in conjunction with the Premier, on this policy.
                    - information provided should be sufficiently detailed to
                    enable shareholding Ministers, in conjunction with the
                    Premier, to be satisfied that remuneration arrangements
                    are appropriate, having regard to the Government s over-
                    riding priorities outlined above.
          ¥     outline this remuneration policy in the Statement of
                Corporate Intent (SCI).
          ¥     keep shareholding Ministers, in conjunction with the            25
                                                                                  For the purposes of these
                Premier, informed of the remuneration arrangements of              guidelines:
                                                                                • "remuneration" means all
                Senior Executives on a regular basis, including the policies       monetary benefits conferred
                and processes by which remuneration arrangements have              upon Senior Executives in
                been determined. This advice must be provided in writing           return for their services,
                                                                                   including but not limited to
                and should detail the nature and amount of the proposed            salaries, wages, leave
                                                                                   entitlements, salary sacrifice
                                                                                   arrangements, performance
                                                                                   incentives or bonuses and
                                                                                   other allowances or
                                                                                   concessions;
                                                                                • "Senior Executive" has the
                                                                                   same meaning as that afforded
                                                                                   under the GOC Act; and
                                                                                • "GOCs" encompass GOC
                                                                                   subsidiaries.
Remuneration
                                                     Attachment 5



     remuneration, and the way in which the proposed
     remuneration has been determined. The advice should be
     submitted to shareholding Ministers, in conjunction with the
     Premier, before any variation is made to the Senior
     Executive s remuneration arrangements.
¥    detail the nature and amount of each element of the
     emolument of each Director and each of the five named
     Senior Executives receiving the highest emolument within
     the GOC s SCI. This should be completed on a similar basis
     to that required by Corporations Law for annual Directors
     Reports by listed public companies.
¥    detail the nature and amount of each element of the
     emolument, excluding any performance based, at risk,
     incentive bonuses, of each Director (named) and each of the
     five Senior Executives (by position/title) receiving the
     highest emolument within the GOC s Annual Report.
¥    GOCs must disclose in the Financial Statements the
     aggregate base remuneration (that is, excluding any
     performance based at risk incentive bonuses) of all Senior
     Executives whose base remuneration for the financial year is
     $100,000 or more and the number of executive officers
     whose total remuneration for the financial year falls within
     each successive $10,000 band, commencing at $100,000.
¥    for Annual Reports, a note is to be attached to the relevant
     disclosures indicating that Senior Executives may also earn
     performance based at risk incentive bonuses.
September 2000




                                                     Remuneration
Attachment 6



           STRICTLY CONFIDENTIAL


REGISTRATION OF PERSONAL INTERESTS FORM 26


To <insert name of GOC or other statutory body>

Particulars of my personal pecuniary and other relevant interests and those of
my immediate family of which I am aware are set out in the attached form.

I undertake to advise you should a situation arise where an interest of mine
or an interest of a member of my immediate family of which I am aware,
whether that interest is pecuniary or otherwise, conflicts, or may reasonably
be thought to conflict, with my public duty.




                                                    ........................................
                                                            name (block letters)



                                                    ........................................
                                                                           (signature)



                                                    ........................................
                                                                            (position)



                                                    ........................................
                                                                                   (date)




                                                                                               26
                                                                                                    Sourced from Department of
                                                                                                     the Premier and Cabinet
                                                                                                     Code of Conduct 2001.
Registration of Personal Interests Form
                                                                                     Attachment 6 Continued



                                    STRICTLY CONFIDENTIAL

Return of Personal Interests of Officer and Immediate Family (including
spouse and dependent children)

Real Estate

Real Estate in which a beneficial interest is held other than principal place
of residence:

Location                                            Owner
Purpose for which held
.................................................   .................................................       ..........
.................................................   .................................................       ..........
.................................................   .................................................       ..........

Share Holdings (where total value exceeds $5,000)

Include registered shares, options and current applications (other than
nominal share holdings by way of qualification for membership of a credit
union, building society or other co-operative society):

Owner of shares                                     Name of Company
                                                    (including holding companies and
subsidiary companies if                             applicable)
.................................................   ..................................................................
.................................................   ..................................................................
.................................................   ..................................................................

Directorships in Companies

In regard to any directorships, whether remunerated or not:

Name of Director                                    Name of Company
Activities of Company
whether public or private
.................................................   .................................................       ..........
.................................................   .................................................       ..........
.................................................   .................................................       ..........

Partnerships etc.

Person holding interest                             Nature of Operations
Nature of Business Interest
.................................................   .................................................       ..........
.................................................   .................................................       ..........
.................................................   .................................................       ..........




                                                                 Registration of Personal Interests Form
Attachment 6 Continued



                                    STRICTLY CONFIDENTIAL

Investments

Investments in bonds, debentures, savings or investment accounts with
banks or other financial institutions (exceeding a cumulative value of
$5,000).

Person holding Investment Type of Investment                                      Body in which
Investment                                                                        is held
.............................................. .................................. ..................................
.............................................. .................................. ..................................
.............................................. .................................. ..................................


Other Assets

List each asset valued at over $5,000 including collections. Household or
personal effects and motor vehicles for personal use are to be excluded:


Owner of Asset                                       Nature of Asset
.................................................    ..................................................................
.................................................    ..................................................................
.................................................    ..................................................................


Employment by a public or private company

Exclude salary from principal public sector employment:


Person receiving income                              Nature and annualised amount of
income
.................................................    ..................................................................
.................................................    ..................................................................
.................................................    ..................................................................

Any Gifts, Substantial Sponsored Travel or Hospitality exceeding $100

Person receiving Gift etc                            Nature of Gift etc
.................................................    ..................................................................
.................................................    ..................................................................
.................................................    ..................................................................




Registration of Personal Interests Form
                                                                                         Attachment 6 Continued



                                   STRICTLY CONFIDENTIAL

Liabilities

Liabilities exceeding $5,000 other than mortgage over principal place of
residence


Person concerned                           Nature of liability                  Creditor
.......................................... .................................... ..................................
.......................................... .................................... ..................................
.......................................... .................................... ..................................


Other Interests - including membership or office holding of an
organisation other than an industrial or professional organisation, or a
political party

..........................................................................................................................
..........................................................................................................................
..........................................................................................................................




                                                                     Registration of Personal Interests Form
Glossary



Glossary

           Administrative Decision
           A decision of an administrative character made, proposed to be
           made, or required to be made, under an enactment.
           Cabinet
           The principal decision making body of the Government. It
           comprises all Ministers, and its decisions are given formal effect
           through Acts of Parliament, actions of the Executive Council or the
           executive powers held by Ministers for the administration of their
           portfolio.
           Crown Employee
           Includes employment in the Public Service or employment by any
           Minister of the Crown, public officer, person, Board or corporate
           body acting for or as the agent of or as representing the Crown.
           Enabling Legislation
           The act of Parliament that establishes an agency.
           Executive Council
           Executive Council is not a deliberative body and is comprised of
           the same persons who comprise the Ministry and Cabinet. The
           Executive Council exists to advise the Governor on the exercise of
           the powers of the Governor in Council. The Governor is not a
           member of the Executive Council. Administrative action under
           numerous Acts, such as appointments, making regulations and by-
           laws, and approving financial deeds of agreement can only be
           carried out by the Governor in Council.
           Fiduciary
           A fiduciary relationship is a relationship between a person in a
           position of special power and responsibility (the fiduciary) and the
           person for whose benefit the fiduciary acts.
           Governor in Council
           The Governor acting with the advice of the Executive Council.
           Government Agency
           A department, local government or public authority.
           Government Owned Corporation (GOC)
           A GOC is a government entity that is established as a body
           corporate under an act or the Corporations Law and declared by
           regulation to be a GOC.
           ¥     Company GOC
                 A GOC that is incorporated or registered under the
                 Corporations Law.
           ¥     Statutory GOC
                 A GOC that is established as a body corporate under an Act
                 and is not registered under the Corporations Law.




A-S            Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                Committees and Statutory Authorities
                                                                       Glossary



          Queensland Government Gazette
          A weekly publication by GoPrint, Woolloongabba detailing such
          matters as amendments to local laws and planning schemes,
          vacancies in the Queensland State Public Service and
          appointments, appointments as Justices of the Peace and
          Commissioners for Declaration, removal of medical practitioners
          from the Register of Medical Practitioners, Bills of Parliament that
          have received assent, notification of subordinate legislation, wills
          and intestate notices and applications for liquor licences or
          extended hours.
          Shareholding Ministers
          The Government Owned Corporations (GOCs) Act 1993 provides
          for GOCs to have two shareholding Ministers; the GOC Minister
          (the Treasurer) and the portfolio Minister (for example, in the case
          of electricity GOCs, the Premier and Minister for Trade).
          Statutory Authority
          A body corporate established under an Act.




Welcome Aboard: A Guide for Members of Queensland Government Boards,     Q-S
Committees and Statutory Authorities
Index



Approval Requirements                                                           7.10
Board Members        1, 3.2, 3.3, 3.5, 4, 4.5, 6.8, 7.2, 7.4, 7.7, 7.10, 8.4, 9, 10,
                                                                       10.4, ATT.3
Central Register of Nominees to Government Bodies                                4.2
Chair                                  1, 3.2, 3.4, 5, 7.1, 9.1, 10.2, 10.4, ATT.3
Chief Executive Officer                                          1, 3.4, 7.8, ATT.3
Code of Conduct                                                               6, 7.8
Conflict of Interest                                                        7.2, 7.7
    Registration of Personal Interest Form                                     Att.4
Contact Details                                                               ATT.2
Corporations Act 2001         1, 7, 7.3, 7.7, 8.1, 8.4, 10, 10.3, 10.6, 10.7, 10.8
Crown Employees                                                             8.1, 8.3
Delegations                                                           7.4, 7.11, 9.1
Duties and Responsibilities of Board Members                                 7, 10.3
    Enabling Legislation 2.1, 2.3, 3.1, 3.4, 3.7, 5.7, 7.1, 7.3, 7.8, 7.10, 7.11,
                                                                    7.12, 8.1, Att.3
    Common Law                                                     7, 7.2, 7.7, 10.7
    General Legislation                                                    6, 7, 7.3
Evaluating Board Performance                                                 7.12, 9
Executive Council                                                4.1, ATT.1, ATT.2
Executive Officer/Secretary                       1, 3.4, 3.5, 3.6, 7.7, 7.8, ATT.3
Financial Administration and Audit Act 1977                             7.3, 9, 10.6
    Financial Management Standard 1997                                        9, 9.1
Freedom of Information                                           7.3, 7.5, 7.6, 10.9
Government Owned Corporations (GOC) 1, 7, 7.8, 10, 10.9, 10.10, ATT.1,
                                                                      ATT.2, ATT.4
    Board Member Selection                                                      10.5
    Duties and Responsibilities                                                 10.3
    Indemnities                                                                 10.7
    Insurance                                                                   10.8
    Key Officers                                                                10.2
    Remuneration                                                                10.4
    Reporting Requirements                                                      10.6
    Role                                                                        10.1
Guarantees                                                            7.12, 8.2, 8.4
Guidelines on Risk Management and Insurance                                      8.3
Indemnities                                                        7.12, 8.3, ATT.2
Indemnity                                                     8, 8.1, 8.3, 8.4, 10.8
Induction                                                  1, 6, 11, ATT.1, ATT.3
    Checklist                                               6, 7.7, 11, Att.1, Att.3
Insurance                                           8.1, 8.3, 8.4, 10.3, 10.7, 10.8
Judicial Review                                                  7.3, 7.4, 7.6, 10.9
Liability          7.7, 8, 8.1, 8.3, 8.4, 8.5, 9, 10.3, 10.7, 10.8, ATT.2, ATT.4
Minutes                                                     3.6, 4, 6, 7.2, 7.5, 7.8
Misfeasance                                                                      8.5
Ombudsman                                                                        7.6




A-O            Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                                Committees and Statutory Authorities
                                                                             Index



Parliamentary Commissioner for Administrative Investigations (the Ombudsman)
                                                                               7.6
Penalties                                                       7.7, 7.9, 8.1, 8.4
Procedures for the Remuneration Arrangements for Part-Time Chairs and
Members of Government Boards, Committees and Statutory Authorities 5
Proxies and Observers                                                          3.7
Public Service Personnel Management Handbook                                   8.1
Queensland Cabinet Handbook                                            4.2, ATT.1
Recruitment                                                         3.2, 4, ATT.1
Register of Multicultural Advisers                                             4.2
Register of Women                                                              4.2
Remuneration                                            5, 6, 7.12, 10.4, ATT.2
Reporting Requirements                                           3.2, 6, 9.1, 10.6
Resources                                           2.3, 4.5, 6, 7.8, 11, ATT.1
Restrictive Trade Practices                                                    7.9
Selection                                                 1, 3.2, 4, 10.5, ATT.1
    Board Composition                                                  4, 4.1, 4.2
    Government Priorities                                                   4, 4.1
    Statutory Requirements                                             4, 4.3, 8.2
    Member Expertise                                                        4, 4.5
    Member Skills and Attributes                                            4, 4.4
Statutory Bodies Financial Arrangements Act 1982           7.3, 7.10, 8.2, 10.10
Subsidiary Companies                                                 7.12, ATT.4
Trade Practices Act 1974 (Cth)                                            7.3, 7.9
Types of Boards                                                                4.4
    Advisory                                   2, 2.3, 3.5, 4.2, 5, 8.2, 8.3, 8.4
    Governing                                              2, 2.3, 4.3, 4.4, Att.1
    Policy/Review/Specialist Boards                                            2.3
    Regulatory/Registration/Appeal Boards                                      2.3
    Trading                                           2, 2.3, 4.2, 4.4, 7.9, 10.3
    Trustee                                                                 2.3, 7




Welcome Aboard: A Guide for Members of Queensland Government Boards,         P-Z
Committees and Statutory Authorities
Human Resource Management




1.0           Welcome Aboard: A Guide for Members of Queensland Government Boards,
                                               Committees and Statutory Authorities

				
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