Corporate governance

The term ‘corporate governance’ refers to a system by which organisations are directed and controlled, ensuring that activities are undertaken with due diligence and accountability. It is the “framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations.”

WorkCover Queensland (WorkCover) is committed to striving for best practice in its operations, assisted by the implementation of high standards of corporate governance. This policy provides an overview of the elements of corporate governance implemented by WorkCover, and of the rights and responsibilities of Directors, managers, our people and stakeholders in relation to corporate governance at WorkCover.

WorkCover seeks to implement a high standard of Corporate Governance in order to:

• enhance organisational performance
• manage risks and maximise opportunities
• strengthen community confidence and enhance our public reputation
• demonstrate the discharge of our legal, stakeholder and ethical obligations.

WorkCover utilises the guidance provided in the following principles to guide a sound level of governance implementation:

• ASX Corporate Governance Principles and Recommendations
• Queensland Government Corporate Governance Guidelines for Government Owned Corporations
• Australian Standard AS8000-2003 Good Governance Principles.

Additionally WorkCover’s enabling legislation, the Workers’ Compensation and Rehabilitation Act 2003, commits us to certain good governance principles, including those incorporated in the Financial Administration and Audit Act 1977, the Public Sector Ethics Act 1994, and various government information standards.

However, our corporate governance program is tailored to the needs of WorkCover, and includes the following elements:

• Non-Executive Independent Board of Directors

Directors are appointed by Governor-in-Council, and are all independent, non-executive directors. The Board undertakes a self-assessment process every two years. The Board has adopted the Australian Institute of Company Directors’ Code of Conduct. The Board approves its Charter annually, which outlines its membership, meeting protocol, objectives and responsibilities, delegated powers, and reporting requirements. Progress against the Charter is reviewed on a regular basis.

• Establishment of Audit Committee

The Board has implemented a sub-committee to provide WorkCover with high levels of assurance in the areas covered by it’s Charter, through the oversight of the internal audit function, and an additional source of quality control over WorkCover’s reporting. The Board approves the Audit Committee Charter annually, which outlines the membership, meeting protocol, responsibilities and reporting requirements. Progress against the Charter is reviewed regularly.

• Skilled Executive Management Group
  The Executive Management Group is comprised of the Chief Executive Officer (CEO) and the General Managers of the 5 functional divisions of WorkCover.

• Code of Conduct for all WorkCover people

All staff undertaking the work of WorkCover are employees of the WorkCover Employing Office (WCEO). The WCEO is required through a contractual arrangement with WorkCover to comply with the lawful instructions of WorkCover, as directed by the Board. All staff, including executive management, are required to comply with the WorkCover Queensland Code of Conduct. The Code represents a broad framework of ethical conduct that all staff have an obligation to uphold. It also provides the basis for disciplinary action for those who fail to meet their obligations. The standards of conduct in the Code are based on the five ethics principles contained in the Public Sector Ethics Act 1994 (Qld).

• Internal audit and control structure
  WorkCover Queensland maintains an independent internal audit function, which is currently outsourced. The Audit Committee reviews these arrangements, the work of the internal auditors, and the control structure regularly.

• Policies and Procedures

WorkCover Queensland maintains a comprehensive set of policies and procedures covering WorkCover’s operations. Such policies and procedures are reviewed regularly, in accordance with a pre-determined schedule.

Key policies in relation to corporate governance include:

• Risk Management Policy
• Quality Assurance Policy
• Compliance Policy and legal compliance register;
• Information and Communications Technology (ICT) Governance Framework
• Fraud and Corruption Policy
• Complaints Policy and centralised complaints handling process
• Privacy Policy
• Delegations Manual
• Statement of Corporate Intent
• Board and Audit Committee Charters.
  

The above corporate governance related policies will be approved annually by the Board.

• Strategic Planning
  A comprehensive annual strategic planning process is undertaken with the Directors and Executive Management Group. The resultant Corporate Plan and Statement of Corporate Intent are approved by the Minister for Employment and Industrial Relations, in accordance with the Workers Compensation and Rehabilitation Act 2003 (the Act). The Corporate Plan forms the basis upon which operational business plans and key performance indicators are formulated and monitored.
  
• Disclosures
  External reporting is performed in accordance with legislative requirements, and the principles of good governance.
  

Roles, responsibilities and powers

Board role
The Board is established and members appointed under Sections 424 to 426 of the Workers Compensation and Rehabilitation Act 2003. Directors are appointed by Governor-in-Council, and new appointments are advised in the Industrial Gazette. The roles of the Board are outlined in section 427 of the Act as:

(a) ensuring that, as far as possible, WorkCover achieves, and acts in accordance with, its statement of corporate intent and carries out the objectives outlined in its statement of corporate intent
(b) accounting to the Minister for its performance as required by this Act or under another law applying to WorkCover
(c) responsibility for WorkCover’s commercial policy and management
(d) notifying the Minister and Q-COMP of the methods and rates it proposes to use to assess premiums
(e) giving timely advice to Q-COMP on information impacting on the workers’ compensation scheme
(f) performing other functions conferred on the board under this or another Act
(g) ensuring WorkCover otherwise performs its functions in a proper, effective and efficient way.

Chairman’s role

The Chairman’s principal responsibility is to ensure that the Board fulfils its obligations under the Board Charter and as required under relevant legislation.

The role of the Chairman also includes:

• ensuring the Board provides leadership and vision to WorkCover Queensland
• approving the agenda for Board meetings in consultation with the Chief Executive Officer and the Board Secretary
• chairing Board meetings, and ensuring Board minutes accurately reflect Board decisions
• ensuring that the Board has the necessary information to ensure effective decision-making
• directing Board discussions so that there is an effective use of time and that critical issues are discussed
• developing and maintaining an ongoing and productive relationship with the Chief Executive Officer, including the provision of mentoring
• guiding the ongoing development of the Board as a whole and of directors individually
• being the spokesperson, in conjunction with the Chief Executive Officer, for WorkCover to external stakeholders including the media, where appropriate
• being the major point of contact between the Board and the Chief Executive Officer
• regularly reviewing with the Chief Executive Officer progress on important initiatives and significant issues facing WorkCover Queensland
• leading the commencement of the annual process of Board and Director evaluation
• attending all or any Board Committee meetings either as a member of these Committees or in an observatory role
• initiating and leading the strategic planning process for the Board including interaction with the Chief Executive Officer and executive management in this process
• keeping the Minister informed, on behalf of the Board, in accordance with the requirements under the ACT 2003. In addition, providing regular liaison through meetings or informal contact with the Minister to the extent agreed and required with the Minister.

Directors role

Directors are individually responsible for fulfilling the following roles:

• ensure their compliance with the Code of Conduct agreed by the Board
• discharge their duties in good faith and honestly in the best interests of the entity, and with the level of skill and care expected
• use the powers of their office for proper purpose
• act with required care and diligence
• demonstrate commercial reasonableness in their decision making
• disclose and avoid personal conflicts of interest
• ensure personal interests, or interests of any associated person, do not conflict with the interests of WorkCover
• not allow the improper use of information gained through their position as director
• ensure diligent analysis of all proposals placed before the Board
• make reasonable inquiries to ensure WorkCover is operating efficiently, effectively and legally towards achieving its goals
• serve on Board Committees as required, and where the Director has the required commitment and knowledge to do so.

Board responsibilities

The Board’s responsibilities are outlined in the Board Charter, summarised under the following categories:

• the strategic guidance of WorkCover Queensland
• the effective monitoring of management
• the promotion of good governance principals and for ensuring the implementation, maintenance and monitoring of the elements of the corporate governance program within WorkCover.

Chief Executive Officer
Section 443 of the Workers Compensation and Rehabilitation Act 2003 provides that the role of the Chief Executive Officer is, under the board, to manage WorkCover. The Chief Executive Officer is responsible to the Board for the overall performance of WorkCover Queensland.

The role of the CEO is to:

• manage WorkCover in accordance with the Corporate Plan, Statement of Corporate Intent and any other plan approved by the Board to achieve agreed goals
• take all actions approved by the Board to deliver strategic and operational plans
• undertake responsibilities as delegated by the Board
• ensure WorkCover’s actions comply with it’s policies
• keep the Chairman informed of all current events and matters that may interest Directors in relation to WorkCover
• regularly reviewing the progress of important initiatives with the Chairman
• comply with the obligations for officers as outlined in the Act.

Board Secretary
The Board Secretary is responsible for facilitating WorkCover’s corporate governance processes and providing general advice to the Board of Directors. The Board Secretary holds primary responsibility for ensuring that Board processes and procedures run efficiently and effectively and provide an effective interface between the Board and management.

The role of Board Secretary is fulfilled by the General Manager Finance, and is responsible for carrying out the administrative and legislative requirements of the Board, including:

• developing Board and Audit Committee agenda in conjunction with the CEO, for the approval of the Chairman
• provision of timely and effective Board and Audit Committee papers
• co-ordinating, organising and attending meetings of the board, and drafting and maintaining minutes of Board and Audit Committee meetings
• carrying out the instructions of the Board
• meeting statutory reporting requirements in accordance with the Workers Compensation and Rehabilitation Act 2003, Financial Administration and Audit Act, and Financial Management Standard
• working with the Chairman and CEO to establish and deliver best practice governance
• comply with the obligations for officers as outlined in the Act.

Executive management
Executive Management are responsible for:

• identifying and communicating developments affecting their divisions to the CEO and Board
• ensuring WorkCover’s compliance with legal and legislative issues listed in the legal compliance register
• raising significant issues or breaches of compliance with the CEO
• undertaking responsibilities as delegated by the CEO and Board
• comply with the obligations for officers as outlined in the Act.

WorkCover people
All WorkCover people are responsible for ensuring adherence to this corporate governance policy and all other policies and procedures which apply in their particular area of responsibility. Managers are responsible for ensuring all staff are aware of the relevant policies and procedures.

Board Delegations
Subject to formal delegations of authority, the Board delegates general responsibility for the operation and management of WorkCover to the CEO and executive management team.

The CEO and management is accountable to the Board and fulfil this responsibility through the provision of reports, briefings and presentations to the Board on a regular basis throughout the year.

Policy ownership
This policy is authorised by the WorkCover Queensland Board. It will be maintained by the Board Secretary.

Review date
This policy was authorised by the Board on 22 July 2008. It will be reviewed annually, and will next be approved by the Board in June 2009.