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) seeks to implement a high standard of corporate governance to:

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

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

• ASX Corporate Governance Principles and Recommendations
• Queensland Government Corporate Governance Guidelines for Government Owned Corporations, and
• 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 Accountability Act 2009, the Public Sector Ethics Act 1994, and various government information standards.

WorkCover has developed a Governance, ethics, compliance, and risk (GECR) framework that integrates the processes.

Our corporate governance program includes the following elements:

Non-executive independent Board of Directors (the Board)

Directors are appointed by Governor-in-Council, and are all independent, non-executive Directors. The Board undertakes a self-assessment process every year. 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 quarterly 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 its 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 quarterly.

Internal audit and control structure

WorkCover 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.

Executive Management Group

The Executive Management Group (EMG) is comprised of the Chief Executive Officer (CEO) and the General Managers for each of the functional divisions of WorkCover.

Code of Conduct for all WorkCover people

All staff, including executive management, Board and Audit Committee members are required to comply with the WorkCover Code of Conduct. The Code represents a broad framework of ethical conduct that all WorkCover people 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 four ethics principles contained in the Public Sector Ethics Act 1994 (Qld).

Policies and procedures

WorkCover maintains a comprehensive set of policies and procedures covering WorkCover’s operations. Key governance policies as noted below are approved annually by the Board.

Any major changes to any of the other governance policies are approved by EMG as and when changes occur.

Strategic planning

A comprehensive annual strategic planning process is undertaken with the Directors and EMG. The resultant Corporate Plan and Statement of Corporate Intent are approved by the Minister 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

The role and responsibilities of the Board, Chairperson, and Company Secretary are defined in the Board charter.

CEO

Section 443 of the Act provides that the role of the CEO is, under the board, to manage WorkCover. The CEO is responsible to the Board for the overall performance of WorkCover. 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 its policies.
• Keep the Chairperson informed of all current events and matters that may interest Directors in relation to WorkCover.
• Regularly review the progress of important initiatives with the Chairperson.
• Comply with the obligations for officers as outlined in the Act.

Executive management group

Execuitve management group 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.
• Reporting significant issues or breaches of compliance in accordance with the Risk management policy.
• Undertaking responsibilities as delegated by the CEO and Board.
• Complying 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 that 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 EMG.

The CEO and management are 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 review

This policy is reviewed annually by the WorkCover Board.