Skip to content
1300 362 128
Menu
1300 362 128

Board Charter

The Charter

This document, to be known as the Board Charter (the Charter) of WorkCover Queensland (WorkCover), has been approved by the WorkCover Board of Directors (the Board).

Purpose

The purpose of this Charter is to outline the role, responsibilities, composition and operating guidelines of the Board.

Charter statement

The Board is established under section 424(1) of the Workers' Compensation and Rehabilitation Act 2003 (the Act) and its primary role is to ensure that WorkCover is delivering on its organisational purpose in accordance with the Corporate Plan and Statement of Corporate Intent objectives and performance targets, considering its operating environment, stakeholders and community.

The Charter is publicly available on WorkCover’s website to promote awareness and transparency of its governance arrangements.

Role and objectives

The Board’s role

The Board’s role 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.
  • Accounting to the Minister for its performance as required by the Act or under another law applying to WorkCover.
  • Responsibility for WorkCover’s commercial policy and management.
  • Notify the Minister of the methods and rates it proposes to use to assess premiums.
  • Provision of 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.

The Board will provide ethical and effective leadership and ensure that this standard of leadership is embedded across the organisation. The Board will remain accountable to the organisation and will hold to account those to whom authority and responsibilities have been delegated.

Duties and responsibilities

In carrying out its duties and responsibilities, the Board must at all times recognise that the primary responsibility for the operational management of WorkCover rests with the Chief Executive Officer (CEO) in accordance with enabling legislation and delegation.

The Board’s duties and responsibilities are as follows:

Strategy

  • Provide strategic direction and oversight in the development and execution of organisational strategy to generate sustainable value and fulfil WorkCover’s purpose.
  • Ensure the ongoing financial viability, resilience and long‑term performance of WorkCover.
  • Formulate commercial strategy and policy at a high level in participation with the CEO and Executive Leadership Team (ELT).
  • Approve the Corporate Plan, Statement of Corporate Intent, and Employee Relations Plan submitted to the Minister.
  • Set the premium calculation method and rates and notifying the Minister of these determinations.
  • Establish clear objectives for value creation, aligned to WorkCover’s purpose and informed by the environmental, social and economic context in which it operates.

Monitoring

  • Monitor performance to achieve the objectives of the Corporate Plan.
  • Ensure that performance management systems in place reflect WorkCover's vision, goals, and operational objectives.
  • Oversee enterprise performance ensuring appropriate measures and targets are in place.
  • Monitor the performance and management of the WorkCover Employing Office (WEO).
  • Ensure the integrity of financial reporting.
  • Monitor financial performance on an ongoing basis and approve financial statements and the annual report each financial year.
  • Ensure business functions are performed in a proper, effective, and efficient way.
  • Ensure appropriate corporate and operational policies are in place.
  • Ensure policies are in place for best practice corporate governance.
  • Ensure relevant policies and decisions are effectively communicated.

Compliance

  • Ensure an effective internal control and compliance program is developed and maintained.
  • Ensure appropriate auditing and accounting principles and practices are adopted.
  • Oversee WorkCover’s compliance with any formal directions issued by the Minister.
  • Oversee WorkCover’s performance to ensure alignment with the Board’s intentions and expectations, and adherence to ethical standards and compliance obligations.
  • Review governance, controls, and monitoring of external providers to ensure they deliver a value for money service.

Risk management

  • Ensure the effective monitoring of the Risk Management Framework through the Risk and Audit Committee.
  • Contribute to setting the risk appetite for WorkCover.
  • Ensure that WorkCover considers the potential impact of uncertainty on organisational objectives and strategic outcomes.
  • Ensure there are appropriate policy governance measures in place.

Stakeholder engagement

  • The Chair is responsible for providing information to the Minister, on behalf of the Board, in accordance with the requirements under the Act. In addition, the Chair will regularly liaise through meetings or informal contact with the Minister to the extent agreed and required.
  • The Chair will immediately inform the Minister if matters arise that, in the Board’s opinion, may prevent or significantly affect achievement of WorkCover’s objectives as outlined in its Statement of Corporate Intent, or targets under its Corporate Plan.
  • Provide quarterly reports to the Minister within one month of the end of the quarter, as required under section 411 of the Act.
  • Provide the Minister with an annual report no later than three months after the end of the financial year.
  • Make a recommendation to the Minister within four months after the end of the financial year, on whether or not WorkCover may make a payment to the consolidated fund, and if so, recommend the amount WorkCover should pay.
  • Ensure WorkCover’s stakeholders are appropriately engaged, and their expectations and perspectives are considered, through active participation in regional board meetings, industry forums and stakeholder engagement activities.

Decision-making

The Board is responsible for approving the following standard items each year in accordance with the annual agenda:

  • The Corporate Plan, Statement of Corporate Intent (including key performance targets), and Employee Relations Plan submitted to the Minister.
  • WorkCover policies as required in accordance with the Policy Governance Policy.
  • The Risk Management Framework, including the organisational Risk Appetite Statement.
  • The quarterly reports to the Minister, annual reports and financial statements.
  • The annual operating budget.
  • WorkCover’s investment strategy.
  • Board and Committee charters and any other relevant governance artefacts.

The Board and the CEO

In relation to the CEO, the Board may:

  • Make 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.
  • Appoint 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 or is, for another reason, unable to perform the functions of the office.
  • Terminate the appointment of the CEO for any reason.
  • Monitor the performance of the CEO.

Delegations

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

  • a WorkCover Director;
  • a Board Committee;
  • WorkCover's CEO; or
  • an appropriately qualified WEO employee.

The Board has delegated the day-to-day operational management of WorkCover to the CEO in accordance with the strategy approved by the Board. All other functions outlined in the Roles and Responsibilities section remain the Board’s responsibility, unless delegated to a Committee.

Board composition & membership

Board establishment

The Board is established under section 424(1) of the Act and consists of no more than nine members who are appointed by the Governor in Council.

Appointments

The requirements for Director appointments are outlined in sections 424(2), 425, 426, 437 and 439 of the Act and are as follows:

  • 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 implementation of WorkCover’s 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 Corporations Act 2001, Part 2D.6 (Disqualification from Managing Corporations).
  • 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.

Terms of appointment

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

Board Chair & Deputy Chair

The Governor in Council may appoint a Director to be the Chair and another to be the Deputy Chair in accordance with section 425 of the Act.

The Deputy Chair is to act as the Chair during a vacancy in the office of the Chair and during periods where the Chair is absent from duty, or is, for another reason, unable to perform the functions of the office.

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. 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.

Individual directors & key management roles

Duties and obligations

  • Directors must act ethically in accordance with the Code of Conduct.
  • Individual Directors (also referred to as WorkCover Officers) should adhere to the duties and liabilities outlined in Chapter 8, Part 3, Division 5 of the Act which requires Directors to:
    • Disclose of direct or indirect interests in matters being considered, or about to be considered, by the Board, as soon as practicable after the relevant facts come to the directors' 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 person or another person or to cause detriment to WorkCover.
    • Directors are expected to come to meetings prepared and ready to contribute.

Role of the Chair

The Chair is appointed by the Governor in Council and their 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 (Secretary).
  • Chairing Board meetings and ensuring minutes accurately reflect decisions made at those meetings.
  • Facilitating the effective functioning of the Board, including managing the conduct, frequency, and length of meetings.
  • 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 CEO and Secretary.
  • Regularly reviewing progress on important initiatives and significant issues facing WorkCover with the CEO.
  • Initiating and leading the strategic planning process for the Board including interaction with the CEO and ELT.
  • Overseeing and facilitating Board and Committee performance evaluation reviews, with the assistance of the Secretary.
  • 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, provide regular liaison through meetings or informal contact with the Minister to the extent agreed and required with the Minister.

Role of the Secretary

The Secretary is appointed by the Board and is accountable to the Board through the Chair for the effective governance of Board operations and providing general advice to the Board.

The Secretary holds primary responsibility for ensuring that Board processes and procedures run efficiently and providing an effective interface between the Board and management.

The Secretary should be appropriately qualified and is responsible for carrying out the administrative and legislative requirements of the Board, including:

  • Managing Board processes, including developing Board and Committee agendas in consultation with the CEO, for the approval of the Chair.
  • Provision of timely and effective Board and Committee agendas and papers.
  • Co-ordinating, organising and attending meetings of the Board and its Committees.
  • Ensuring the meeting minutes appropriately capture outcomes of the meetings.
  • Maintaining a schedule of all Board and Committee meetings and activities.
  • Documenting matters arising from meetings and ensuring the appropriate follow up.
  • Maintaining all Board and Committee minutes and registers.
  • Providing advice to the Board on governance matters.
  • Retaining an electronic copy of all Board and Committee papers and presentations.
  • Carrying out the instructions of the Board.
  • Organising and facilitating the induction of Directors upon their appointment to the Board or Committees.
  • Working with the Chair and CEO to establish and deliver best practice governance.
  • Complying with the obligations for officers as outlined in the Act.

Where the Secretary is unable to attend a meeting, they may nominate a suitable replacement to act as the Secretary for that meeting, subject to prior approval by the Chair.

Role of the CEO

The role of the CEO is to manage WorkCover as per section 443 of the Act. The CEO is responsible to the Board for the overall performance of WorkCover, executive leadership, strategic and operational management and 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 Chair informed of all current events and matters that may be of interest to the Board in relation to WorkCover.
  • Regularly review the progress of important initiatives with the Chair.
  • Comply with obligations for officers as outlined in the Act.

The CEO may delegate their powers to an appropriately qualified WorkCover or WEO employee, or of another entity (Government or non-Government) who performs work for WorkCover under a work performance arrangement (subject to any directions of the Board limiting the power to delegate).

Board committees

The Board has established the following Committees to assist in fulfilling its corporate governance responsibilities:

  • Risk and Audit Committee; and
  • People Committee.

The number and types of Committees to be established is to be determined by the Board. Committee membership, including the Committee Chairs, are to be determined by the Chair and ratified by the Board. Each Committee is to operate within a Charter to be endorsed by the Committee and approved annually by the Board and is delegated power to undertake the duties designated within that Charter.

Committees will provide prompt updates on its findings directly to the Board, particularly when issues are identified that could present a material risk or threat to WorkCover. Following each meeting, Committee minutes will be circulated to all Directors and included in the agenda for the next Board meeting for noting.

Committee remuneration is determined by the Queensland Government.

Board Meetings

Frequency and convening of meetings

  • The Board will meet at least seven times each year, and other times as required. The schedule of meetings will be agreed in advance.
  • The Chair may convene a meeting at any time and must convene a meeting when requested by a quorum of Directors.
  • The Board may conduct its business, including its meetings, in the way it considers appropriate in alignment with this Charter.
  • Meetings of the Board are to be held at times and places as decided by the Board.

Quorum

  • To conduct a meeting, the Board must meet the required minimum number of Directors which is half the total number of Directors currently appointed. If this number is not whole, it shall be rounded up to the next whole number. In addition, any Director who has a conflict of interest will be excluded from the quorum.

Annual agenda/Board calendar

  • The Secretary will prepare an annual agenda outlining the schedule of meetings and topics to be covered at each meeting. The annual agenda should take into consideration standard items, as well as emerging issues and strategic priorities relevant to WorkCover’s operating environment.
  • The Board’s annual agenda will be approved by the Board as part of the formal Board and Committee annual plan.

Board meeting agenda

  • The Secretary and CEO, in conjunction with the Chair, will draw up an agenda for each meeting, which shall be circulated to Directors with any associated papers.

Meeting papers

  • Board papers will be available for Directors at least five business days before each Board meeting and will be delivered to Directors via the electronic board paper portal.
  • In the event a Director does not have access to a device at the time of a meeting, the Chair may allow Directors to be supplied with papers in an agreed format.
  • In exceptional circumstances, there may be times where a paper does not meet the usual publishing timeframe. When this occurs, the Board will be informed that a paper will be forthcoming, and Directors will be notified once the paper is available.
  • It is not standard practice for papers to be tabled at a Board meeting unless in special circumstances. In the event that a tabled document is required and approved by the Chair, Directors attending should be given sufficient time to review the paper prior to the discussion taking place on that agenda item.

Minutes

  • Draft meeting minutes will be prepared by the Secretary and reviewed by the Chair within one week of Board meetings. Draft minutes will then be promptly circulated to all Directors for their review.
  • The minutes will be confirmed at the next Board meeting and then signed by the Chair (either physically or digitally).

Resolutions without meetings

  • Resolutions without meetings are set out in section 435 of the Act.
  • In consultation with the Chair, a Circular Resolution may be issued to the Board should a decision be required outside of the normal meeting cycle.
  • The Secretary is responsible for preparing the resolution, distributing to members, recording responses, and documenting the outcome.
  • A Circular Resolution is considered approved when a majority of members confirm they are in favour of the resolution.
    • If the required majority of members approve the document on the same day, that day is recorded as the date the resolution is passed.
    • If the members approve on different days, the resolution is taken to be passed on the date the final approval is received that is required to reach the majority.
  • The outcome of the Circular Resolution must be recorded and presented at the next Board meeting for noting as part of the official record.

Presiding at meetings

  • The Chair will preside at all meetings.
  • 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 will preside.

Voting

  • Resolutions are decided by a majority of the votes of the Directors present who are voting at the meeting (excluding any director who had 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 Secretary should be advised in advance of the meeting. Directors will still receive papers if they are not attending the meeting.
  • The CEO, or delegate, is invited to attend Board meetings.
  • Members of the Executive may be invited at the discretion of the Board to attend for specific agenda item discussions.
  • The Board may invite other external parties to the meeting (with prior approval of the Chair) as required such as internal and external auditors or external advisers.

Retention of papers and annotations

The Secretary retains electronic copies of all Board papers and supporting documentation in accordance with recordkeeping requirements.

All physical and electronic Board paper annotations and meeting notes made by Directors may be kept until the papers are finalised in the Board Portal at the end of every calendar year, following which annotations should be deleted or destroyed.

In-camera session

The Board may meet informally before a Board meeting to allow Directors to discuss emerging issues or areas of concern. In-camera sessions are not considered part of the formal Board meeting.

Ethical conduct

Conflicts of Interest

  • Upon appointment, Directors must complete the Personal Interests Declaration form and a Key Management Personnel (KMP) Declaration Form, declaring their related parties or any related party transactions.
  • Declarations must be made as conflicts change, and in relation to specific agenda items at the outset of each Board meeting.
  • If a conflict of interest is declared, mitigating action required will be assessed at the time. At a minimum, the Chair may require that the conflicted member will:
    • Refrain or remove themselves from participating in any discussion about related matters; and
    • Abstain from voting on any matter related to the conflict.
  • If there is deemed to be no actual or perceived conflict, the Director may be allowed to participate.
  • If mitigating action is taken, this will be recorded in the meeting minutes and the Board’s Conflicts of Interest Register which is maintained by the Secretary.

Related party transactions

The Financial Accountability Act 2009 requires that the published financial statements of departments and statutory bodies comply with Australian Accounting Standards. The requirement to disclose related party transactions is set out in AASB 124 Related Party Disclosures.

WorkCover's related parties also include KMPs, close family members of KMPs, and any entities controlled or jointly controlled by KMPs or their close family members in accordance with AASB 124. Directors are required to disclose their related parties annually, regardless of whether 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.

Confidentiality

All Board proceedings, papers, and submissions to the Board shall be kept confidential and will not be disclosed or released to any party other than the Board, unless agreed by the Chair, outlined in this Charter or required by law.

Prohibition on loans to Directors

Section 418 of the Act sets out the statutory requirements in relation to prohibition on loans to Directors. In summary, 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.

Director protection

Access to information and independent advice

The Board is entitled to seek independent professional advice (legal, accounting or other external advisers) at WorkCover’s expense, where the Board deems it necessary to fulfil its responsibilities and obligations. The Board may collectively or individually seek to retain an adviser on the basis they have sought prior written approval of the Chair and provided details of the reasons for professional advice being sought, expected costs and details of the professional the Board proposes to engage. In some instances, the Secretary may need to assist with procurement of such advisers under the Procurement Policy.  All Board Committees have access to independent advice on this basis.

Confidentiality obligations owed to WorkCover must be considered in receiving any advice. Individual Directors may have access to the resources of WorkCover including members of the ELT, in appropriate circumstances, as approved by the Chair. As a courtesy, the CEO and Secretary should be kept informed.

Access to papers - Directors

Outside the dates of a Director's term, at the Director's request, they 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 is from the date that 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.

Access to papers – other parties

The Board grants full access of Board papers to the CEO and Secretary and specific support employees that require access to manage the Board reporting and publishing processes.

Board meeting agendas and papers will be made available for review by the internal and external auditors when required.

The ELT may be granted restricted access to Board and Committee papers (excluding Board only matters and papers subject to a conflict or confidentiality) prior to each meeting to enable fulsome discussions at meetings and consider any relevant Board matters that any impact operations.

Insurance

WorkCover maintains Directors and Officers insurance which covers claims against the Board and ELT (both past and present).

Board effectiveness

Board performance evaluation

Directors will participate in review of the Board’s performance and effectiveness every two years, which will include performance of Board as a whole, individual Directors, Secretary activities and Committees. The Chair will determine the method of review, in consultation with the Board and Secretary which may include:

  • internally facilitated review coordinated by the Secretary; or
  • individual feedback from directors provided to the Chair; or
  • externally facilitated review.

The Chair may implement additional systems for capturing feedback during the period between reviews if deemed required. Board performances reviews will be conducted in accordance with governance best practice.

Board committee Evaluations

The Committee Chairs will be responsible for providing regular updates to the Board Chair, including the progress that has been achieved against the relevant Committee Charter. Committees will also be evaluated as part of the overall Board performance evaluation.

Director remuneration

  • The Governor in Council determines the remuneration for Directors and Committee members in accordance with the Remuneration Procedures for Part-time Chairs and Members of Queensland Government Bodies. The Queensland Government has deemed WorkCover as a ‘Governance level 1 board’ and Directors are entitled to an annual fee, and reimbursement of reasonable expenses under these procedures, which is advised to WorkCover by the Minister upon the Director’s appointment.
  • Individual Chairs and Directors may also elect not to be paid. Public sector employees are not entitled to annual fees unless it is approved by the Queensland Government. These terms are provided by the Minister to WorkCover upon the Director’s appointment.
  • Director remuneration is disclosed in the KMP remuneration note in the Annual Report.
  • Eligible expenses for travel may be reimbursed for Directors following approval by the Chair. Chair expenses are to be approved by the Secretary.

Director development

Induction

All newly appointed Directors will be provided with an appropriate induction program which will be facilitated by the Secretary. This may include meetings with other Directors and ELT members and presentations on key topics as identified by the Chair and CEO. Relevant materials will also be provided to assist in the transition to their role as a Director.

Directors who are being appointed to Board Committees will receive an additional induction which is tailored to the Committee’s key subject areas as determined by the relevant Chair.

Development

On an annual basis, Directors will complete a skills matrix questionnaire which rates their skills across a range of competencies that are relevant to the Board. The aggregated results will be considered and used to inform Board and individual Director education activities and support future appointment requirements as required.

Where a need for skills development is identified, Directors may seek assistance through the Directors Professional Development Policy for relevant training programs, courses or events 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 endorsed by the Chair prior to submission to the Secretary.

From time-to-time, education opportunities for the Board may be identified through key activities including the annual skills matrix, Board and Committee performance evaluations and during discussions at meetings. In these instances, the Chair and Secretary will give due consideration to the education opportunity to determine the most appropriate approach. This may take the form of bespoke training sessions either internally or externally facilitated and will be incorporated into the Board’s annual agenda and calendar.

Policy review

This Charter is to be reviewed annually in alignment with best practice governance standards and other relevant legislation and obligations. The Charter will be approved by the Board and made available on the intranet and website.

Policy approved by the Board: 21 April 2026.
Last Review Date: April 2026.
Next Review Date: April 2027.

Rate your experience

How would you rate your experience using this website today?

Last updated 17 October 2023