Corporate governance

Introduction

This policy provides an overview of corporate governance at WorkCover Queensland (WorkCover).

What is corporate governance?

The term ‘corporate governance’ refers to the system by which organisations are directed, controlled and held to account. It is the ‘framework of rules, relationships, systems, and processes within and by which authority is exercised and controlled.’
WorkCover is committed to maintaining effective corporate governance and seeking continuous improvement in corporate governance practices 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 and corporate governance

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 (the Act), commits us to certain good governance principles, including those incorporated in the Financial Accountability Act 2009, the Financial and performance Management Standard 2019, the Public Sector Ethics Act 1994 (Queensland), and other applicable Queensland Government guidance and legislation.

WorkCover has developed a Governance, Ethics, Compliance, and Risk (GECR) Framework that integrates the processes above.

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 two years. 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 Risk and Audit Committee and People Committee

The Board has implemented sub-committees to provide WorkCover with oversight in the areas outlined by its charter. The Board approves the Risk and Audit Committee charter and People Committee charter annually, which outlines the membership, meeting protocols, responsibilities, and reporting requirements. Progress against the charter are reviewed quarterly.

Internal audit and control structure

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

Executive Leadership Team

The Executive Leadership Team (ELT) is comprised of the Chief Executive Officer (CEO), Chief Customer Officer, Chief People and Finance Officer, Legal Counsel, Chief digital and Information Officer and the Chief Strategy and Development Officer.

Code of conduct for all WorkCover people

All people, including executive leadership and, Board members are required to comply with the WorkCover Code of Conduct (the Code). 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 (Queensland).

Policies and procedures

WorkCover maintains a comprehensive set of policies and procedures covering WorkCover's operations. These policies and procedures are reviewed annually. Key policies as noted below are approved annually by the Board or Risk and Audit Committee.

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

Strategic planning

A comprehensive annual strategic planning process is undertaken with the Board and the ELT. The resultant Corporate Plan and Statement of Corporate Intent are approved by the Minister in accordance with the Act. The Corporate Plan and Statement of Corporate Intent forms the basis upon which operational business plans and key performance indicators are formulated and monitored.

Reporting

External reporting is performed in accordance with legislative requirements, and other sources of obligation.

Roles, responsibilities, and powers

Board

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

CEO

Section 443 of the Act provides that the role of the CEO is 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 Chair informed of all current events and matters that may interest the Board in relation to WorkCover.
• regularly review the progress of important initiatives with the Chair, and
• comply with the obligations for officers as outlined in the Act.

ELT

The ELT are responsible for:

• identifying and communicating developments affecting their group to the CEO and Board.
• ensuring WorkCover's compliance with legal and legislative issues..
• reporting significant issues or breaches of compliance in accordance with the Risk management policy.
• undertaking responsibilities as delegated by the CEO and Board, and
• 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 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 ELT (s428 of the Act).

The CEO and ELT 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. The Act (s445) allows for the CEO to delegate their powers to an appropriately qualified employee or person who performs work for WorkCover under a work performance arrangement.

Review of the Scheme

Under section 584A of the Act, the Minister is required to have the workers' compensation scheme reviewed at least once every five years.

Policy review

This policy is reviewed annually by the WorkCover Board.