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Board Charter

Purpose

This charter outlines the roles, responsibilities, membership and operating guidelines of WorkCover Queensland’s (WorkCover) Board in accordance with Chapter 8 Part 4 of the Workers’ Compensation and Rehabilitation Act 2003 (the Act).

The Board’s objective is to ensure WorkCover achieves the goals and performance targets and implement the strategies of the Statement of Corporate Intent and Corporate Plan while balancing the needs of our customers and staff and ensuring business risks are managed appropriately.

Board membership

The Board is established under Section 424(1) of the Act.

Appointments

The requirements for director appointments are outlined in Sections 424(2), 425, 426, 437, and 439 of the Act.

  • The Chair and Deputy Chair of the Board may be appointed by the Governor-in-Council.
  • When a director is absent from duty or is, for another reason, unable to perform the functions of the office, the Governor-in-Council may appoint a person to act as a director during any period, or all periods.
  • In appointing a person as a director, the Governor-in-Council must have regard to the person’s ability to make a contribution to WorkCover’s implementation of its Statement of Corporate Intent and to its performance as a commercial enterprise.
  • A person is not eligible for appointment as a director if the person is not able to manage a corporation because of the CorporationsAct2001,part, 2D.6

Number of directors

The Board will consist of not more than nine members appointed by the Governor-in-Council.

Term of appointment

Directors are appointed for a term of not more than five years. Directors may be appointed for more than one term.

Remuneration

The Governor-in-Council determines the terms of remuneration for members of the Board in accordance with the Remuneration procedures for part-time chairs and members of Queensland government bodies.

Resignations and terminations

A director may resign by signed notice given to the Governor-in-Council. The Chair or Deputy Chair may resign as Chair or Deputy Chair and remain a director.

The Governor-in-Council may, at any time, terminate the appointment of all or any directors of the Board for any reason or none. If a person who is a public service officer when appointed as a director ceases to be a public service officer, the person ceases to be a director.

Delegation of functions

In accordance with Section 428 of the Act, the Board may, by resolution, delegate its powers to:

  1. a WorkCover director
  2. a committee of the Board
  3. WorkCover’s Chief Executive Officer (CEO), or
  4. an appropriately qualified WorkCover Employing Office (WEO) employee.

The Board has delegated the operational management of WorkCover to the CEO and executive management. All other functions outlined in the roles and responsibilities below remain the preserve of the directors.

Committees

The number and types of Board committees to be established is determined by the Board. Membership of committees is to be determined by the Chair and ratified by the Board. Each committee is to operate within a charter to be approved annually by the Board and is delegated power to undertake the duties within that charter. The Board has established the following committees:

  • Risk and Audit Committee
  • People Committee.

Roles and responsibilities

The Board is responsible to the Minister for the good governance and overall performance of WorkCover.

Role of the Board

The role of the Board is outlined in Section 427 of the Act and includes:

  • Ensuring that, as far as possible, WorkCover achieves and acts in accordance with its Statement of Corporate Intent, and implement the objectives outlined in its Statement of Corporate Intent.
  • Accounting to the Minister for its performance as required by this Act or under another law applying to WorkCover
  • Responsibility for WorkCover’s commercial policy and management.
  • Notifying the Minister and the Regulator of the methods and rates it proposes to use to assess premiums.
  • Giving timely advice to the Regulator on information impacting on the workers’ compensation scheme.
  • Performing other functions conferred on the Board under this or another Act.
  • Ensuring WorkCover otherwise performs its functions in a proper, effective, and efficient way.

Board responsibilities

Providing strategic guidance:

  • Approving the Corporate Plan, Statement of Corporate Intent, and Employee Relations Plan submitted to the Minister.
  • Formulating commercial strategy, policy, and management at a high level in participation with the CEO and senior executives.
  • Setting the premium calculation method and rates and notifying the Minister and the Regulator of these.
  • Making recommendations to the Governor-in-Council on the appointment of the CEO, including deciding on CEO contract conditions in accordance with Section 442 of the Act.
  • Appointing a person to act as CEO during a vacancy in the office; or during any period, or all periods, when the CEO is absent from duty of is, for another reason, unable to perform the functions of the office.
  • Terminating the appointment of the CEO for any reason or none.
  • Reviewing and approving WorkCover’s annual operating budget and investment program.
  • Considering and approving new major business initiatives.
  • Ratifying the appointment and removal of senior executives (senior executives as defined in key management personnel disclosures in the notes to the consolidated financial statements).
  • Delegating the Board’s powers to the CEO for the management of WorkCover, as appropriate.

Monitoring of management:

  • Ensuing appropriate corporate and operational policies are in place.
  • Overseeing divisional plans and monitoring performance to achieve the Corporate Plan.
  • Reviewing whether performance management systems in place reflect WorkCover's vision, goals and operational objectives.
  • Identifying that the performance reporting and information uses appropriate benchmarks, targets and trend analysis.
  • Monitoring the performance and management of the WEO.
  • Monitoring the performance of the CEO.
  • Ensuring integrity of financial reporting.
  • Monitoring financial results on an ongoing basis and approving annual accounts and report each financial year.
  • Overseeing compliance by WorkCover with any formal directions issued by the Minister.
  • Ensuring functions are performed in a proper, effective and efficient way.
  • Ensuring relevant policies and decisions are effectively communicated.

Ensuring good governance:

  • Ensuring policies are in place for best practice corporate governance.
  • Keeping the Minister informed of the operations, financial performance, and financial position of WorkCover, including the assets and liabilities, profits and losses, and prospects required by the Act.
  • Immediately informing the Minister if matters arise that in the Board’s opinion may prevent or significantly affect achievement of WorkCover’s objectives outlined in its Statement of Corporate Intent, or targets under its Corporate Plan.
  • Ensuring appropriate auditing and accounting principles and practices are adopted.
  • Ensuring the Risk and Audit Committee effectively monitor the organisational risk management framework.
  • Providing quarterly reports to the Minister within one month of the end of quarter, as required under the Act.
  • Ensuring the executive management develop and maintain an effective internal control and compliance program.
  • Reviewing of governance, controls and monitoring of external providers to ensure they deliver a value for money service.
  • Ensuring the Board operates in an effective and efficient manner by undertaking a Board performance review every 2 years by means determined by the Chair
  • Ensuring WorkCover adopts ethical behaviour and approving the WorkCover Code of Conduct.
  • Approving WorkCover policies as outlined in the WorkCover Corporate governance policy.

Chair's role

The Chair’s principal responsibility is to ensure that the Board fulfils its obligations in accordance with the Board charter and relevant legislation.

The role of the Chair also includes:

  • Ensuring the Board provides leadership and vision to WorkCover.
  • Approving the agenda for Board meetings in consultation with the CEO and the Company Secretary.
  • Chairing Board meetings and ensuring Board minutes accurately reflect Board decisions.
  • Ensuring that the Board has the necessary information to enable effective decision making.
  • Directing Board discussions so that there is an effective use of time and critical issues are discussed.
  • Promoting an environment of openness, trust, and respect to ensure a consultative and constructive relationship between the Board and the CEO.
  • Being the major point of contact between the Board and the CEO.
  • Ensuring Board decisions are implemented through regular contact with the Company Secretary and CEO.
  • Regularly reviewing with the CEO progress on important initiatives and significant issues facing WorkCover.
  • Initiating and leading the strategic planning process for the Board including interaction with the CEO and executive management.
  • Guiding the ongoing development of the Board as a whole and of directors individually.
  • Attending all or any Board Committee meetings either as a member of these Committees or in an observatory role.
  • Being the spokesperson, in conjunction with the CEO, for WorkCover to external stakeholders including the media, where appropriate.
  • Keeping the Minister informed, on behalf of the Board, in accordance with the requirements under the Act. In addition, providing regular liaison through meetings or informal contact with the Minister to the extent agreed and required with the Minister.

Other duties and liabilities

Directors (also referred to as WorkCover officers) are to adhere to the duties and liabilities outlined in Chapter 8, Part 3, Division 5 of the Act which require Directors to:

  • Disclose the nature of direct or indirect interest in a matter being considered, or about to be considered, by the Board, as soon as practicable after the relevant facts come to the director’s knowledge
  • Act honestly in the exercise of powers and discharge of functions as a director.
  • Exercise the degree of care and diligence that a reasonable person in a like position within WorkCover would exercise.
  • Not make improper use of information acquired because of their position as a director to gain directly, or indirectly, an advantage for the person or another person, or cause detriment to WorkCover.
  • Not make improper use of their position as a director to gain, directly, or indirectly, an advantage for the officer or another person or to cause detriment to WorkCover.

Company secretary

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

The role of Company Secretary is fulfilled by the Chief People and Finance Officer, who is responsible for carrying out the administrative and legislative requirements of the Board, including:

  • Developing Board and Committee agendas in conjunction with the CEO, for the approval of the Chair.
  • Provision of timely and effective Board and Committee papers.
  • Co-ordinating, organising, and attending meetings of the Board, and drafting and maintaining minutes of
  • Board and Committee meetings.
  • Organising and facilitating the induction of Directors.
  • Carrying out the instructions of the Board.
  • Meeting statutory reporting requirements in accordance with the Act, the FinancialAccountabilityAct2009, and the Financial and Performance Management Standard 2019.
  • Working with the Chair and CEO to establish and deliver best practice governance.
  • Complying with the obligations for officers as outlined in the Act.

Individual Directors

Ethical conduct

Directors must act in accordance with the WorkCover Code of Conduct.

Access to information and advice

The Board has the authority to conduct or direct any investigation required to fulfil its responsibilities and has the ability to retain, at WorkCover’s expense, such independent professional, legal, accounting or other advisers, consultants, experts as it considers necessary from time to time to perform its duties.

All Committees of the Board have access to independent advice on this basis.

In relation to their duties as WorkCover directors, each director has the right to seek independent professional advice at WorkCover’s expense, subject to prior approval of the Chair.

Directors shall have access to the resources of WorkCover including staff, in appropriate circumstances as approved by the Chair.

Disclosure of interests and related parties

The statutory requirements in relation to disclosure of interests by a director and voting by an interested director are set out in sections 415-416 of the Act. All directors are required to disclose interests as they arise. In addition, disclosures of interests made by directors at the time of their appointment or during the course of their term with WorkCover are included in the Board papers and are considered at the commencement of each Board meeting so as to ensure that directors advise of any conflicts or potential conflicts prior to the consideration of Board papers.

Related parties and transactions

The FinancialAccountabilityAct2009requires that the published financial statements of departments and statutory bodies comply with Australian Accounting Standards. AASB 124 Related Parties sets out the requirement to disclose related party transactions. WorkCover's related parties also include our key management personnel (KMP), close family members of our KMP, and any entities controlled or jointly controlled by our KMP or their close family members, as per AASB 124. Directors are required to disclose their related parties annually, regardless of whether or not transactions with WorkCover have occurred. If transactions are known to have occurred, this additional information will also be required to be disclosed by the KMP member.

Prohibition on loans to directors

WorkCover must not, whether directly or indirectly make a loan to WorkCover director, a spouse of a director or a relative of a director or spouse, or give a guarantee or provide security in connection with a loan made to a WorkCover director, a spouse of a director or a relative of a director or spouse. Section 418 of the Act sets out the statutory requirements in relation to prohibition on loans to directors.

Board Meetings

Meeting agendas

The Company Secretary and CEO, in conjunction with the Chair, will draw up an agenda for each meeting, which will be circulated to directors with any associated papers at least five business days before each Board meeting. The Company Secretary will also prepare an annual agenda outlining the schedule of meetings and topics to be covered at each meeting. The agenda will be approved annually along with the schedule of dates for the Board and committee meetings. The board papers will be delivered to directors via the electronic board paper portal.

Meetings

The Board may conduct its business, including its meetings, in the way it considers appropriate. Meetings of the Board are to be held at times and places that the Board decides. The Chair may convene a meeting at any time and must convene a meeting when asked by at least the required minimum number of directors. The Board may hold meetings using any technology that reasonably allows directors to take part in the meeting (e.g. videoconferencing), and any director taking part using such technology is taken to be present at the meeting. Meeting procedures to be adopted are outlined in Chapter 8, Part 4, Division 2 of the Act.

Resolutions without meetings

Resolutions without meetings are set out in section 435 of the Act. Resolutions without meetings are noted in flying minutes prepared by the Company Secretary. A resolution is passed if at least a majority of directors approve (either physically or digitally) that they are in favour of a resolution within the flying minute. It is taken to be passed at a meeting of the board held on the day which the document is approved or if the directors do not approve it on the same day, the day on which the last of the directors constituting the majority approves the document. The flying minute resolution is submitted as an agenda item at the next Board meeting.

Presiding at meetings

The Chair is to preside at all meetings at which the Chair is present. If the Chair is not present at a meeting, the Deputy Chair is to preside. If both the Chair and Deputy Chair are not present at a meeting, the director chosen by the directors present at the meeting is to preside.

Quorum

To conduct a meeting, the Board must meet the required minimum number of directors (a quorum), which will be half the number of directors of which the Board for the time being consists or, if that number is not a whole number, the next higher whole number, (excluding any director who has a conflict of interest).

Voting

Questions are decided by a majority of the votes of the directors present and voting at a meeting (excluding any director who has a conflict of interest). The Chair has the casting vote if the votes are equal.

Attendance

Directors must attend all meetings where practicable. If a director is unable to attend a meeting, the Company Secretary should be advised in advance of the meetings. Directors will still receive papers if they are not attending the meeting.

Meeting attendees

The CEO will attend all meetings. Other WorkCover officers and external guests may attend meetings at the request of the Board.

Minutes

Draft meeting minutes will be prepared by the Company Secretary and approved by the Chair, within one week of meetings, and will be presented for endorsement at the subsequent Board meeting. The Board must keep minutes of its proceedings.

Access to board papers

Outside the dates of a director's term, at the director's request, a director will be granted access to a copy of requested board papers (from meetings held within the director's term only) during the access period; the access period being the period commencing on the date a person becomes a director and terminating on the date seven years after they ceased to be a director.

A Director will treat all information acquired in accordance with the code of conduct, and in adherence with

WorkCover's terms of use.

Induction

All newly appointed directors will be provided with an appropriate induction. The induction will be facilitated by the Company Secretary. Directors will meet with the representatives of the Board and management (e.g. CEO and Company Secretary and Chair) for an induction session and will be provided materials to assist in the transition to their roles as a director at WorkCover. Directors who are being appointed to serve on other Board Committees will receive additional induction tailored to the Committees business as determined by the Chair of that Committee.

Skills and development

On an annual basis, Directors will approve the Board skills matrix, updating relevant skills and experience where necessary. Where a need for skills development is identified,  Directors may seek assistance through the Training assistance for Directors policy, for relevant training programs or courses that may assist them in carrying out their roles and responsibilities that directly relate to the governance of WorkCover. Any relevant training program or course must be approved by the Chair.

Reporting

The Board is required to provide quarterly reports on WorkCover’s operations to the Minister within one month of the end of the quarter, in accordance with section 411 of the Act.

As a statutory body, WorkCover must provide the Minister with an annual report no later than three months after the end of the financial year. The Board shall approve both the quarterly and annual reports (accounts).

Within 4 months after the end of each financial year, the board must recommend to the Minister whether or not WorkCover may make a payment to the consolidated fund, and if recommending payment include the amount WorkCover should pay.

Publication of the Charter

This charter will be published on the WorkCover Queensland website.

Review

This charter is to be reviewed annually by the Board.

Policy approved by Board: October 2020