Chapter 8 Part 4 of the Workers' Compensation and Rehabilitation Act 2003 (the Act) outlines the arrangements for the WorkCover Queensland (WorkCover) Board of Directors.
The Board's objective is to ensure WorkCover achieves its statement of corporate intent and performance targets while balancing the needs of our customers and staff, and ensuring business risks are managed appropriately.
The WorkCover Board is established under Section 424(1) of the Act.
Sections 424(2), 425, 426, 437, 439, 440, and 441 of the Act set out the requirements for director appointments and resignations.
The Board will consist of no more than nine members appointed by the Governor-in-Council for a term of not more than five years. A member may be appointed for more than one term. 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. The Governor-in-Council also determines the terms of remuneration for members of the Board.
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 Corporations Act 2001, part, 2D.6
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.
The number and types of Board committees to be established is to be 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.
Roles and responsibilities
The Board is ultimately responsible to the Minister for the good governance and successful operations of WorkCover.
Role of the Board
Section 427 of the Act outlines the role of the Board and includes:
- 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.
- 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.
- Notify 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.
Providing strategic guidance:
- Approving the Corporate Plan, Statement of Corporate Intent, and Employment and Industrial Relations Plan submitted to the Minister.
- Formulating commercial strategy, policy, and management at a high level in participation with the Chief Executive Officer (CEO) and senior executives.
- Setting the premium calculation method and rates and notify the Minister and the Regulator of these.
- 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 or none.
- Reviewing and approving WorkCover's annual operating budget and investment program.
- Consider and approve new major business initiatives.
- Ratify 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, as appropriate.
Monitoring of management:
- Ensure appropriate corporate and operational policies are in place.
- Oversee divisional plans and monitor performance to achieve the Corporate Plan.
- Review whether performance management systems in place reflect WorkCover's vision, goals and operational objectives.
- Identify that the performance reporting and information uses appropriate benchmarks, targets and trend analysis.
- Monitor the performance and management of the WorkCover Employing Office (WEO).
- Monitor the performance of the CEO.
- Ensure integrity of financial reporting.
- Monitor financial results on an ongoing basis and approve annual accounts and report each financial year.
- Oversee compliance by WorkCover with any formal directions issued by the Minister.
- Ensure functions are performed in a proper, effective and efficient way.
- Ensure relevant policies and decisions are effectively communicated.
Ensuring good governance:
- Ensure policies are in place for best practice corporate governance.
- Keep 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 inform 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.
- Ensure appropriate auditing and accounting principles and practices are adopted.
- Ensure the Risk and Audit Committee effectively monitor the organisational risk management framework.
- Provide quarterly reports to the Minister within one month of the end of quarter, as required under the Act.
- Ensure the executive management develop and maintain an effective internal control and compliance program.
- Review of governance, controls and monitoring of external providers to ensure they deliver a value for money service.
- Ensure the Board operates in an effective and efficient manner by undertaking a Board performance review every 2 years.
- Ensure WorkCover adopts ethical behaviour, and approve the WorkCover Code of Conduct.
- Approve WorkCover policies as outlined in the WorkCover Corporate governance policy.
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 ensure 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.
- Ensure 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.
- Guide 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.
Other duties and liabilities
Directors are also to adhere to the duties and liabilities outlined in Chapter 8, Part 3, Division 5 of the Act which require:
- Disclosure of direct or indirect interests in matters being considered, or about to be considered, by the Board.
- Act honestly in the exercise of powers and discharge of functions.
- Exercise care and diligence.
- Not make improper use of information acquired because of their position.
The Company Secretary 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 effectively and provide an effective interface between the Board and management.
The role of Company Secretary is fulfilled by the General Manager, Finance Officer, and is responsible for carrying out the administrative and legislative requirements of the Board, including:
- Developing Board and Risk and Audit Committee agenda in conjunction with the CEO, for the approval of the Chair.
- Provision of timely and effective Board and Risk and Audit Committee papers.
- Co-ordinating, organising, and attending meetings of the Board, and drafting and maintaining minutes of Board and Risk and Audit Committee meetings.
- Carrying out the instructions of the Board.
- Meeting statutory reporting requirements in accordance with the Act, the Financial Accountability Act 2009, and the Financial and Performance Management Standard 2009.
- Working with the Chair and CEO to establish and deliver best practice governance.
- Comply with the obligations for officers as outlined in the Act.
The Board approves the WorkCover Code of Conduct, for the use by the Board, CEO and all WEO staff, including executive management.
Independent decision making
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.
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. All Committees of the Board have access to independent advice on this basis.
Declaration of interests
Sections 415-416 of the Act set out the statutory requirements in relation to disclosure of interests by a director and voting by an interested director. 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.
The Financial Accountability Act 2009 requires 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. Per AASB 124, 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. 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
Section 418 of the Act sets out the statutory requirements in relation to prohibition on loans to directors. WorkCover must not, whether directly or indirectly make a loan to a 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.
Delegation of functions
Section 428 of the Act, states the Board may, by resolution, delegate its powers to:
- a WorkCover director
- a committee of the Board
- WorkCover's CEO, or
- an appropriately qualified 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 above remain the preserve of the directors.
The Board has delegated responsibility to the Risk and Audit Committee, to fulfil the responsibilities outlined in the Risk and Audit Committee charter.
The Board shall approve the appointment of its Company Secretary. The Company Secretary and CEO, in conjunction with the Chair, shall draw up an agenda, which shall be circulated to directors with any associated papers at least five business days before each Board meeting. The board papers are delivered to directors via methods determined by the Board.
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 (i.e. teleconferencing), 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 are set out in section 435 of the Act. Resolutions without meetings are noted in flying minutes which are considered as an agenda item at the next Board meeting.
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.
A quorum 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).
Questions are decided by a majority of the votes of the directors present and voting at a meeting. The Chair has the casting vote if the votes are equal.
The CEO shall attend all meetings. Other officers and guests may attend meetings at the request of the Board.
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.
Section 411 of the Act, requires the Board to provide quarterly reports on WorkCover's operations to the Minister within one month of the end of the quarter. 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.
This charter is to be reviewed annually by the Board.