In accordance with the GOC Act, QIC’s Board is appointed by the Governor-in-Council. Upon appointment, new directors receive a detailed letter of appointment and participate in a comprehensive induction program designed to familiarise them with QIC’s business, strategy, structure, operations and board committees. Directors appointed to board committees also participate in committee specific induction programs.
The Board comprises eight non-executive directors, all of whom are considered by the Board to be independent, as measured generally against the ASX Corporate Governance Principles and Recommendations (Third Edition). 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. In assessing the independence of directors, the following factors are considered:
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 standards. A relationship may generally be considered material when, over a 12-month period, it represents more than ten per cent of fee revenue or more than ten per cent of costs (excluding salary expense) of either QIC or the entity/person being considered. When applying this test, less than five per cent is presumed not to be material unless there is evidence or convincing argument to the contrary. When the quantum represents between five and ten per cent, 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.
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 outline the key governance principles adopted by the Board including:
The Boards of QIC’s subsidiaries are generally made up of executive directors. The exceptions are subsidiaries that carry out regulated activities, in Australia and overseas, which include non-executive directors.
Directors, the Chief Executive 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 and the Corporations Act that relate to the duties and liabilities as officers of a company GOC. Officers also have common law duties, which 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 Chairman commits further time and meets with the Chief Executive on a regular basis.
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 Chief Executive and the Senior Executives. The Chief Executive is appointed by the QIC Board with the prior written approval of the shareholding Ministers. Senior executives are appointed by the QIC Board. Candidates must disclose any shareholdings or trading and property ownership that may create a conflict of interest. An independent probity review, insolvency check and criminal history check are also undertaken. The Board ensures that this team is appropriately qualified and experienced to discharge its responsibilities, and has in place procedures to assess the performance of the Chief Executive and the Senior Executives, which are outlined in the ‘Alignment of performance with remuneration’ section of this report.
QIC has established policies and procedures designed to ensure that directors, management and staff 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 and Ethics. This code is supported by specific procedures outlined in more detailed policies including:
Employees confirm that they understand and will comply with these policies at the start of their employment and annually thereafter via electronic confirmation. The Code of Conduct and Ethics is further supported by a Grievances Standard. Training on specific policies is also provided as required. An overview of these policies is included in the Corporate Induction Program. The policies apply to employees of QIC and its subsidiary companies, and contractors.
To identify and resolve any conflicts of interest, directors must disclose actual, perceived and potential conflicts and may be excluded from participating in Board matters where a conflict exists. QIC’s trading policy is incorporated in the Code of Conduct and Ethics and the Conflict of Interest Policy.
All staff must disclose and obtain prior approval for personal investments in property (excluding their private residences unless the transaction might possibly affect any asset in QIC’s property portfolio), shares, fixed interest securities, and derivatives of shares, fixed interest securities and currencies to ensure there is no actual, potential or perceived conflict of interest.
The Board Charter details the process for the performance evaluation of the Board, Board committees and directors. A formal performance evaluation is required at least every two years, with the last review undertaken during 2015. This evaluation is undertaken through a formal questionnaire completed by each director, one-on-one discussions between each director and the Chairman and a full Board discussion encompassing the following topics:
The Chairman provides each director with feedback on their individual performance.