Corporate governance

Efficiency and integrity.

QIC’s Board, committees and tailored policies and standards provide the perspective and structure for efficiency and integrity in corporate governance. The roles, processes, and practices in place help us to respond to a dynamic and changing operating environment and ensure that our shareholder, clients, employees and other stakeholders’ interests are at the forefront of decision-making.

QIC seeks to comply with best practice corporate governance principles including the ASX ‘Corporate Governance Principles and Recommendations’ and the Queensland Government’s ‘Corporate Governance Guidelines for Government Owned Corporations’.

Corporate governance

QIC is a Government Owned Corporation (GOC) constituted under the Queensland Investment Corporation Act 1991 (Qld) (QIC Act). Queensland State Government legislation relating to GOCs, the Government Owned Corporations Act 1993 (Qld) (GOC Act), applies to QIC, in addition to parts of the Corporations Act 2001 (Cth) (Corporations Act).

QIC does not hold an Australian Financial Services (AFS) licence and certain provisions (including the financial product disclosure provisions) of the Corporations Act do not apply to QIC. However, several QIC subsidiaries have been issued with AFS licences.

Two wholly owned subsidiaries of QIC Limited are registered as investment advisers with the U.S. Securities and Exchange Commission, while another QIC subsidiary is authorised with the U.K. Financial Conduct Authority. One subsidiary is also authorised to provide cross-border discretionary investment management and investment advisory services by the Korean Financial Supervisory Service.

As of 30 September 2008, the organisation converted from a statutory Government owned corporation (GOC) to a company GOC and was renamed QIC Limited (QIC). Our ACN is 130 539 123. Our ABN is 95 942 373 762.

As a Queensland GOC, QIC’s shareholding Ministers are the Honourable David Janetzki, Treasurer, Minister for Energy, and Minister for Home Ownership and the Honourable Rosslyn Bates MP, Minister for Finance, Trade, Employment and Training. QIC reports to the shareholding Ministers and regularly liaises with Queensland Treasury and the Department of Premier of Cabinet to inform our shareholding Ministers on various matters as required by the QIC Act, the GOC Act and other Government guidelines. QIC aims to provide its shareholding Ministers with the information they need to make informed assessments of the operations, financial performance and the financial position of QIC and its subsidiaries. QIC’s accountability requirements include the preparation of an annual Statement of Corporate Intent (SCI) for our shareholding Ministers’ approval. The SCI, together with our Corporate Plan, are based on comprehensive strategic planning, risk management and budgeting processes. The SCI is a formal performance contract between QIC and our shareholding Ministers, detailing our proposed undertakings and target performance for the year ahead. The SCI is tabled in Parliament as an accompaniment to the Annual Report.

Our Corporate Plan is a review of current and future operational strategies and QIC is responsible for meeting forecast profits as detailed in the plan. Corporate performance against planned outcomes is regularly monitored and reported to the Board and quarterly status reports are provided to our shareholding Ministers.

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The Board oversees QIC's activities and QIC's management report to the Board. QIC’s Board is appointed by the Governor-in-Council under the GOC Act. The key roles and responsibilities of the Board include:

Setting performance targets and ensuring targets are met
Overseeing the processes for appointment of the Chief Executive Officer (CEO) (with approval of the shareholding Ministers) and senior executives
Establishing and monitoring the implementation of the remuneration and incentive policies
Considering significant issues which impact corporate and investment performance
Ensuring there are sound systems of risk oversight and management and internal control
Reviewing and monitoring policy development, including those that promote ethical and responsible decision-making
Actively participating in the strategic planning process, including approval of the Corporate Plan, SCI and Employment and Industrial Relations Plan
Effectively communicating on an ongoing basis with shareholding Ministers, including providing them with key reports and information, and
Approving key financial and non-financial matters, including annual accounts and Director’s reports, internal audit plans and annual internal control report (GS007 Report).

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QIC has established policies and procedures designed to ensure that Directors, management and employees meet high standards of professionalism and integrity and adhere to relevant industry standards and legal requirements. QIC’s expectations are clearly articulated and documented in our Code of Conduct. This code is supported by specific procedures outlined in more detailed policies, including the:

Conflict of Interest Policy (including procedures governing the receipt of gifts and benefits, the making of personal investments, the holding of nominee roles and the holding of outside business interests by QIC employees and contractors)
Fraud, Bribery and Corruption Risk Policy
Escalation Policy
Sensitive Information Standard, and
Entertainment Policy.

Employees confirm that they understand and will comply with these policies at the start of their employment and annually thereafter via electronic confirmation and e-testing. The Code of Conduct is further supported by a Grievance Standard and a Workplace Behaviour Policy. Training on specific policies is also provided as required. The policies apply to Directors and employees of QIC and its subsidiary companies and contractors.

All employees must disclose and obtain prior approval for personal investments in property (excluding their private residences unless the transaction may affect any asset in QIC’s property portfolio), shares, fixed interest securities, and derivatives of shares, fixed interest securities and currencies and outside activities (including appointments to Boards and Committees, whether paid or unpaid) to ensure there is no actual, potential or perceived conflict of interest.

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The Board is comprised of eight independent Non-Executive Directors (NEDs). It is the Board’s view that no directors hold any positions that materially affect their ability to exercise independent judgement in the interests of QIC and its shareholding Ministers. Independence is measured generally against the ASX Corporate Governance Principles and Recommendations, and specifically considers whether:

In the last three years, the Director has been employed in an executive capacity by QIC
In the last three years, the Director has been a principal of a material professional advisor, or a material consultant to QIC or an employee materially associated with a service provided to QIC
The Director is a material supplier, a customer of QIC or associated with a material supplier or customer
A material contractual relationship exists between QIC and the Director, other than in their capacity as a Director, and
The Director has any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of QIC.

Family ties and cross-directorships may be relevant in considering interests and relationships that may compromise independence and directors must disclose these to the Board. The Board determines materiality thresholds relevant for the purposes of assessing independence on a case-by-case basis. In supporting this view, but not in isolation, the Board refers to generally accepted accounting principles for materiality. In line with these principles, a relationship may generally be considered material when, over a 12-month period, it represents more than 10% of fee revenue or more than 10% of costs (excluding salary expenses) of either QIC or the entity/person being considered.

When applying this test, less than 5% is presumed not to be material unless there is evidence or a convincing argument to the contrary. When the quantum represents between 5-10%, the Board will judge materiality based on the facts and circumstances associated with the relationship. The independence of each Director is reviewed on each occasion a new disclosure of interest is given.

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QIC’s Board is responsible for overseeing QIC’s activities. The Board operates in accordance with the principles set out in its Charter and QIC’s Constitution. These documents, as well as written delegations to management and investment committees, outline the key governance principles adopted by the Board, including:

Role and responsibilities of the Board
Delegation of certain responsibilities to management and investment committees
Directors’ duties and interests
Board structure
Remuneration
Meeting procedures
Board committees and subsidiaries
External communication guidelines
Access to independent advice
Professional conduct, including conflicts of interest and independence, and
Performance assessment.

The Boards of QIC’s subsidiaries are generally made up of either Executive Directors or a combination of executive and independent NEDs.

Directors, the CEO and any other person who takes part in the management of QIC (each an ‘officer’) are also bound under the provisions of the GOC Act that relate to the duties and liabilities as officers of a company GOC. Officers also have duties under the Corporations Act that they must adhere to.

In addition to attending Board and committee meetings, the Directors are required to allocate sufficient time to prepare for meetings and consult with management as required.

The Chair commits further time and meets with the CEO and other senior executives on a regular basis.

QIC Limited Board Charter - November 2025

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The responsibility for the day-to-day operation and administration of QIC is delegated (in accordance with Board direction and policies such as Corporate Delegations and Investment Delegations) by the Board to the CEO and the senior executives. The CEO is appointed by the QIC Board with the prior written approval of the shareholding Ministers. The appointments of senior executives are approved by the QIC Board in accordance with the Policy for GOC Chief and Senior Executive Employment Arrangements.

Extensive independent probity, insolvency and criminal history checks are also undertaken. The Board ensures this team is appropriately qualified and experienced to discharge its responsibilities and has procedures in place to assess the performance of the CEO and the senior executives, which are outlined below in the ‘Alignment of performance with remuneration’ section of this report.

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The Board Charter details the process for the evaluation of the Board’s performance as well as that of Board committees and Directors.

A formal performance evaluation is required at least every two years, with the most recent evaluation having taken place in 2022-2024. Evaluation is undertaken using a variety of techniques, including formal questionnaires completed by Directors, feedback from stakeholders including peers, one-on-one discussions between each Director and the Chair and a full Board discussion and reflection. Board evaluation incorporates consideration of many factors to ensure a fulsome view of performance, including the Board’s:

Role, its strategy and planning
Structure
Meeting processes and efficiency
Subsidiary and committee reporting
Performance monitoring and evaluation functionality, and
Induction and continuing education to deepen performance and business knowledge.

It also incorporates:

Board and senior management behaviour and relationships, and
Suggestions to improve the Board’s effectiveness.
The Chair also provides each Director with feedback on their individual performance. Evaluation also extends to Board committees.

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Board committees

Board committees operate to assist the Board to oversee and monitor certain policies and controls within QIC’s Enterprise Risk Management Framework.

For the purposes of s190(2) of the Corporations Act, the Board believes each existing Board committee is reliable and competent to exercise the power delegated to it by the Board.

Committee membership is determined based on individual skill and experience. Each committee has a formal charter and generally meets at least quarterly. The CEO and Company Secretary attend all QIC Board and committee meetings, while senior executives attend all QIC Board meetings and those committee meetings that fall within the scope of their role and/or responsibilities. Upon request, other executives and employees are also invited to attend Board and committee meetings.

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The primary responsibility of the Audit Committee is to support the Board by overseeing and monitoring:

The controls that safeguard the integrity of QIC’s financial reporting (except for matters relating to debt covenants) and compliance with tax and accounting obligations
QIC’s management of tax risk
The processes employed by QIC to undertake valuations across all investment teams
The policies relevant to the Committee’s responsibility within the QIC’s Enterprise Risk Management Framework, and
External audit processes generally.

Through its regular reporting cycle, the Committee receives assurance from senior management about QIC’s compliance with its financial and tax obligations.

The Committee receives advice from the management Financial Reporting Committee, which provides subject matter expertise and challenge to the financial statements review process. The Committee also receives advice from the management Valuations Oversight Committee in relation to valuations matters.

In addition, an annual valuations workshop is held to oversee QIC’s asset valuation practices. The purpose of the annual valuations workshop is to ensure the processes applied in the course of asset valuations are sound and appropriate.

The Auditor-General of Queensland is the external auditor of QIC and its controlled entities in accordance with the Auditor-General Act 2009 (Qld) (Auditor General Act). The Auditor-General of Queensland has also been appointed as the external auditor for several QIC’s investment trusts on a by-arrangement basis or in accordance with the Auditor General Act where that trust meets the definition of a public-sector entity. KPMG has been appointed as external auditor for a number of companies and trusts within the QIC Private Capital investment structure. The Audit Committee considers external audit reports and management letters and monitors action by management in respect of these reports. The Audit Committee periodically also meets separately with QIC’s external auditors who are also regular invitees to Audit Committee meetings.

Audit Committee Charter - 25 March 2025

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The primary responsibility of the Risk Committee is to oversee QIC-wide risk management practices to assist the Board in overseeing:

QIC’s Enterprise Risk Management Framework, ensuring the executive team has identified and assessed all the risks the organisation faces and to ensure there is alignment between risk management and the company’s strategy, business plans and financial objectives
Mitigation of risks, including conduct, financial, legal, operational, client, investment, work health and safety, people, strategy execution, external and ownership, in conjunction with other Board-level committees or the full Board, if applicable
The division of risk-related responsibilities to each Board committee or sub-committee as clearly as possible and performing a gap analysis to determine that the oversight of any risks is not missed, and
QIC’s compliance with its regulatory and contractual obligations, except for financial and tax related regulatory and contractual obligations for which the Audit Committee is responsible.

Through its regular reporting cycle, the Committee receives assurance from senior management that QIC’s Enterprise Risk Management Framework is operating as designed and is effective.

Risk Committee Charter - November 2025

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The People and Culture Committee considers matters relating to human resource management policies and practices, including employee remuneration, performance management, organisational structure and design and succession planning at the senior executive level and for other business-critical roles.

People and Culture Committee Charter - 25 March 2025

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The CEO oversees the implementation of the Executive Management Team (EMT), which comprises QIC’s key management personnel. The role of EMT is to assist the CEO in fulfilling their management responsibilities and is the key management decision-making body and accountable for the overall performance of QIC.

In addition, the CEO leads an Executive Committee (ExCo), which comprises of EMT plus the heads of QIC’s investment teams and various key corporate functions. The role of ExCo is to assist in the development of corporate strategy and assist with corporate prioritisation.

EMT has further established management committees to assist it to discharge governance and management responsibilities. The Charter of each Committee and its membership is determined by EMT. The following management committees are in operation:

Valuations Oversight Committee (VOC), which is chaired by the Chief Risk Officer. The VOC is a decision-making committee responsible for:
Overseeing the investment valuations framework and processes
Adopting independent valuations for inclusion in the relevant unit price, and
Approving the appointment of independent valuers.
Financial Reporting Committee (FRC), which is chaired by Executive Director - Finance. The FRC is an advisory committee with the remit to:
Provide assurance to the Audit Committee and appropriate Boards, as required, regarding effective governance practices in relation to financial reporting, and
Undertake reviews of financial statements for all QIC entities, except those subject to confidentiality obligations which are subject to Audit Committee review only.

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Key governance arrangements

QIC relies on the alignment of its team to a shared purpose and goals and maximising performance outcomes through the efforts of its people. Managing the contribution and performance of our team and measuring outcomes at the organisation, business unit, team and individual level are key strategies for ensuring QIC’s success.

QIC’s remuneration practices must be competitive within the funds management industry to attract and retain the high-quality employees we need to provide our clients with market-leading investment services. This imperative is balanced with QIC’s accountability as a GOC and to ensure QIC’s culture aligns with the Board’s conduct and ethical requirements.

The objective of QIC’s Remuneration Policy & Practices is to provide the QIC Board, People and Culture Committee (PCC), QIC leadership and employees with a framework which guides remuneration decisions, drives engagement and outcomes that:

Align with, and support, enterprise and divisional strategies
Are aligned with QIC values and strive to enhance client long-term investment performance
Are managed and applied using a consistent methodology, and
Reflect the QIC Board’s remuneration philosophy and the key remuneration principles.

The key feature of QIC’s performance-based reward framework is that performance payments are linked to investment outcomes as well as to the individual’s contribution to defined corporate and individual goals which reflect stretch targets.

To measure individual contribution, a formal Performance Management Program (PMP) exists for all employees, including the CEO, whose performance review is undertaken by the Chair. The program sets out processes for planning, communicating, monitoring and reviewing an employee’s or team’s performance and work-related behaviour. Performance related conversations happen regularly throughout the year and culminate in an annual review for all employees, including the CEO and senior executives.

The investment outcomes of QIC Funds are measured against defined benchmarks. Incentive payments reflect performance against relevant benchmarks and targets. QIC’s incentive scheme has undergone reviews by external benchmark providers and the incentive amounts referenced within the financial statements have been reviewed by the Queensland Audit Office.

The People and Culture Committee advises the Board on appropriate levels of employee remuneration after conducting an annual review of corporate and individual performance and considering industry comparisons and independent advice. The Board then determines the remuneration of the CEO. An Employment and Industrial Relations Plan is approved annually by QIC’s shareholding Ministers as part of the Statement of Corporate Intent (SCI) development process. This plan outlines people priorities and areas of emphasis for the coming year.

QIC Directors are paid fees for their services. Remuneration is approved by our shareholding Ministers. Directors are not entitled to performance-based payments or retirement benefits.

The Board Charter details the process for the evaluation of the Board’s performance as well as that of Board committees and Directors.

Role, its strategy and planning
Structure
Meeting processes and efficiency
Subsidiary and committee reporting
Performance monitoring and evaluation functionality, and
Induction and continuing education to deepen performance and business knowledge.

It also incorporates:

Board and senior management behaviour and relationships, and
Suggestions to improve the Board’s effectiveness.

The Chair also provides each Director with feedback on their individual performance. Evaluation also extends to Board committees.

In undertaking the role of trustee of a number of investment trusts, QIC ensures the trusts are administered and maintained in accordance with the relevant trust deed, legal requirements, fiduciary duties and prudential standards.

Each Director has the right of access to all relevant QIC information, to the CEO, the Company Secretary and to the senior executives. Subject to prior consultation with the Chair, Directors may seek independent professional advice at QIC’s expense. A copy of this advice is made available to all other Board members.

Directors receive regular updates on changes in the regulatory and operating environment affecting QIC. Directors are also encouraged to attend relevant conferences and seminars where those activities support the Director’s effectiveness.

QIC’s Conflicts of Interest Policy applies to all QIC Directors, employees and contractors. QIC employees and others working at QIC have a personal responsibility to be alert to conflicts of interest in their day-to-day activities and to act promptly in identifying, managing and avoiding conflicts. Employees receive specific training on the Conflicts of Interest Policy and advice and guidance where required.

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QIC is committed to developing a progressive, high performing, engaging and caring culture that evidences fairness, respect for diversity, equity, inclusion and recognition of individual talents. This underpins our ability to attract and retain talented and committed professionals.

QIC has a focus on inclusion and is committed to providing a culture where people’s success is determined by talent and performance. This imperative is the foundation that provides a safe working environment at QIC free from discrimination, victimisation, vilification, sexual harassment, and other types of unlawful harassment, including workplace bullying. The Workplace Behaviour Policy outlines our Board’s expectations of workplace conduct, and the Work Health and Safety (WHS) and Wellbeing Policy establishes our framework for managing our obligations to provide a safe and healthy working environment for all.

The Right to Information Act 2009 (Qld) does not apply to QIC Limited or its subsidiaries, except where it relates to community services obligations. However, QIC complies with the Queensland Government’s Publication Scheme which is a framework for the increased publication of information relating to GOCs.

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Procurement at QIC

QIC’s procurement objective is to maximise the benefits and value for money that can be delivered through procurement of goods and services whilst advancing economic, environmental and social objectives for the long-term wellbeing of QIC and its clients. QIC is committed to undertaking its procurement with integrity, probity and accountability. We see procurement as an opportunity for us to have a positive impact in our community.

For general enquiries, feedback or complaints on our procurement process, please contact procurement@qic.com.

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If your purchase order relates to a shopping centre or commercial office building, the applicable terms and conditions for your Purchase order are QIC Real Estate Purchase Order Terms and Conditions.

For any other QIC procurement, the applicable Terms and Conditions for your Purchase Order are QIC's Purchase Order Terms and Conditions.

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Please submit a valid tax invoice to ensure that payments are processed in accordance with the terms of your engagement. Unless otherwise agreed with you, payment terms are 20 days after receipt of a valid tax invoice.

To assist us the following items are required to be included on a supplier’s invoice:

Tax Invoice requirements as per Australian Taxation Office (or your jurisdiction)
Valid Australian Business Number (ABN) (if you are carrying on an enterprise in Australia)
GST calculated and shown in accordance with the current GST regulations
QIC entity – the full name of the QIC entity who purchased the goods/services
The full address of the location where the goods/services were delivered, and a description of the work provided
The amount which is due at that stage of the contract
The QIC purchase order number must be included.

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QIC is a trusted investment manager and adviser providing risk adjusted returns for the clients we serve. Together, we create shared value by responsibly investing for the prosperity of clients, people and communities. We manage multi-asset portfolios for government clients and deliver infrastructure, real estate, private equity, private debt, natural capital, and fixed income & liquid market solutions for private institutional capital.

QIC’s supply chain plays a key role in driving the delivery of risk-adjusted returns for our stakeholders. It’s important to us that our suppliers meet or exceed our minimum expectations, share our values and understand our commitments to do business with ethically, environmentally and socially responsible suppliers.

Prior to doing business with QIC, suppliers will be assessed against a broad range of criteria and selected based on how they not only meet the required specifications of the supply, but also how they provide value for money to QIC (including meeting our ethical, environmental and social expectations). Suppliers are required to comply with all relevant legislation and standards, including those specific to the goods or services they are supplying to QIC. Suppliers are however encouraged to go beyond just compliance by taking responsibility for the continued improvement of social and environmental conditions and ethical behaviour within their business and that of their supply chain. This includes meeting or exceeding our minimum requirements for workplace health and safety, human rights (including acting against modern slavery in their own organisations and supply chain), data security and privacy, ethical practices (including anti-bribery, corruption and conflicts of interest), social expectations such as workplace diversity and inclusion, and the environment. QIC also requires that suppliers do not speak to the media on behalf of QIC, nor reference or implicate QIC, its name, logo or services, in any advertising, marketing or promotional activities without QIC’s prior written consent. This includes social media and media releases.

View QIC’s Supplier Code of Conduct.

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QIC is committed to a culture of open communication and doing what’s right. QIC suppliers are encouraged and able to make disclosures of any reportable conduct under QIC’s Whistleblowing Policy.

Suppliers can raise concerns through an independent external whistleblower provider via the means set out in the QIC Whistleblowing Policy.

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QIC wants to do business with suppliers who act against human rights abuses, including suppliers who are aware of, continue to investigate and are not complicit with, human rights abuses or any conduct which constitutes modern slavery under any law (including without limitation slavery, human trafficking, forced marriage, servitude, forced or bonded labour, involuntary or child labour) in their own organisation or supply chain. This is reinforced in the QIC Supplier Code of Conduct.

View QIC's Modern Slavery Statement on our Governance and reporting page.

Suppliers can raise concerns about modern slavery issues via the means set out in QIC's Whistleblowing Policy, which includes:

To your QIC contact;
By sending us a message (Contact us); or
Our independent external whistleblower provider set out in the Policy.

View some useful resources and information: Modern Slavery Information and Resources for QIC Suppliers

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QIC is committed to doing everything reasonably practicable to provide a healthy and safe workplace for workers and any person that may be affected by QIC’s business. To ensure your safety while working with us, you must complete an induction before arriving on any QIC site or office. Please coordinate your induction requirements with your QIC site representative.

View QIC’s Workplace Health & Safety Policy.

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We support Aboriginal and Torres Strait Islanders businesses across Australia. Our procurement commitments can be found in our Reconciliation Action Plan. If you have something you would like discussed, please do not hesitate to contact us at IndigenousProcurement@qic.com.

View our Reconciliation Action Plan, or our People and communities page.

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Regulatory Disclosures

MIFIDPRU 8 Disclosure

Section 172 Statement

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Pursuant to Article 63-4, Paragraph 3 of the Financial Instruments and Exchange Law of Japan, Business Operators of Specially Permitted Businesses for Qualified Institutional Investors, Etc. are required to make available to the public certain information. If you would like to obtain such information as to QIC QGIF II GP No. 1 S.à r.l., please make a request via email to qic@qic.com and indicate your name, company name, position and email address, and such information will be sent to you via email promptly after your request.

Corporate governance

Efficiency and integrity.

Corporate governance

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Board committees

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Key governance arrangements

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Procurement at QIC

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Regulatory Disclosures

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Key governance arrangements

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Efficiency and integrity.

Learn more about QIC's corporate information

Publication scheme

Annual reports

Corporate policies

Corporate governance

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Board committees

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Key governance arrangements

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Procurement at QIC

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Regulatory Disclosures

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Key governance arrangements

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