QTC’s Capital Markets Board comprises seven non-executive Board members. Prior to appointments to the Board, consideration is given to each proposed Board member’s qualifications, experience, skills, strategic ability, and commitment to contribute to QTC’s performance and achievement of its corporate objectives.
The Board has adopted a charter that, in accordance with the Board’s delegated powers, sets out the roles and responsibilities of the Board and its members. These include:
- overseeing QTC, including its control and accountability systems
- approving the strategic direction of QTC and significant corporate strategic initiatives
- approving key policies and corporate performance objectives
- setting the risk appetite within which management is expected to operate
- approving the annual budget as proposed by management
- approving financial and other reporting to the market and stakeholders
- approving the remuneration framework
- monitoring of financial, operational and corporate performance against agreed outcomes
- monitoring and measuring the performance of QTC’s management and implementation of strategy and policies, including assessing whether appropriate resources are available
- reviewing and monitoring systems of risk management and internal compliance and controls
- monitoring compliance with all relevant legal, tax and regulatory obligations
- appointing the Chief Executive, and
- overseeing executive management development and succession planning.
The Board holds regular Board meetings (typically monthly) and may, whenever necessary, hold additional meetings.
Board members’ remuneration is determined by the Governor-in-Council. Details are disclosed in QTC’s Annual Report.
In order to ensure continuous improvement and enhance overall effectiveness, the Board conducts an annual assessment of the performance of the Board, its committees and individual Board members.
Board members are required to monitor and disclose any actual, potential or perceived conflicts of interest. If an actual, potential or perceived conflict exists, the affected Board member may not receive any Board papers, attend meetings or take part in decisions relating to that declared interest, unless the Board determines that a declared interest does not disqualify a Board member from participating in a decision.
In order to assist Board members in fulfilling their responsibilities, they may, with the prior approval of the Chairman (not to be unreasonably withheld), seek independent professional advice in relation to the performance of their duties as Board members of QTC. Such advice is at QTC’s expense and includes legal, accounting and tax advice.
The Board has established three committees to assist the Board in overseeing and governing various QTC activities.
QTC places great emphasis on ensuring that each committee has the appropriate mix of skills and experience that will allow each committee to perform its responsibilities effectively. Each year, the chair of each committee is required to facilitate the assessment of their committee’s performance and take any necessary action to enhance their committee’s role, operational processes or membership.
Each committee reports to the Board and is required to:
- after each committee meeting, provide minutes to the Board
- prepare timely reports to the Board outlining relevant matters considered at a particular meeting together with the committee’s opinion and recommendations, and
- as soon as practicable after the end of each year, provide to the Board a report about the committee’s operations and achievements for the year.
In accordance with its charter, the Accounts and Audit Committee has responsibility for:
- the effectiveness of internal controls surrounding key financial and operational processes
- overseeing risk and risk management (limited to those matters not undertaken by the Funding and Markets Committee, the Human Resources Committee or the Board)
- oversight of the integrity of the financial statements, and
- the adequacy and effectiveness of audit activities.
The Accounts and Audit Committee must have at least three members who are also required to be members of the Board. The current members of this Committee are:
- Karen Smith-Pomeroy, Committee Chair
- Warwick Agnew, and
- Anne Parkin.
The Committee is required to meet at least four times a year, and operates in accordance with the Audit Committee Guidelines: Improving Accountability and Performance issued by Queensland Treasury.
In accordance with its charter, the Funding and Markets Committee has responsibility for monitoring and reviewing the management of the following key market areas and to make recommendations as it considers appropriate for changes to the strategy and policy for these areas, namely:
- QTC’s ability to access suitable funding markets to meet the State’s borrowing requirements and maintain appropriate levels of liquidity
- the adequacy and appropriateness of QTC’s Financial Markets Risk Policy
- whether the risk appetite in the funding and markets area is appropriate and whether QTC’s policies are consistent with the Board’s approved risk appetite while still achieving appropriate performance
- liquidity pool performance
- Cash Fund and Asset and Liability Management portfolio performance, and
- operational risk of QTC’s funding and market activities.
The Committee comprises the following Board members:
- Jim Stening, Committee Chair
- Gerard Bradley, and
- Stephen Roberts.
The Committee must hold meetings at least four times a year.
In accordance with its charter, the Human Resources Committee has responsibility for:
- the appropriateness of any new or amended human resources related key policies
- the employment terms and conditions as they relate to matters of policy or an issue of significance (individual employee contract of employment)
- compliance with relevant legislation relating to human resources
- the framework for the remuneration and performance reviews
- the outcomes of review of performance and remuneration for QTC employees and QTC teams
- that the remuneration framework engenders positive risk management behaviour
- the adequacy and appropriateness of risk management policy documents for the management of QTC material risks relating to people and culture risk
- significant issues relating to the people environment at QTC, including the integrity and consistency of QTC’s corporate culture relative to ethical conduct and probity
- QTC’s succession plan for the executive management team and executive development and any risks associated with the adequacy of the talent pipeline
- strategic workforce planning and operational resource planning
- strategies to positively influence QTC’s high performance culture including through strategic talent management, leadership development, diversity and inclusion, and enhancing employee engagement, and
- strategies to positively influence QTC’s risk management processes by encouraging diversity of thought and experience throughout the organisation.
In addition, the Committee shall oversee the adequacy and effectiveness of risk management (including residual risks) relating to people and culture.
The Committee must have at least two members who are also required to be members of the Board. The current members of the Committee are:
- Tonianne Dwyer, Committee Chair
- Gerard Bradley, and
- Anne Parkin.
The Committee is required to hold at least three meetings a year, two of which are timed around the QTC performance reviews in June and December.
The Long Term Asset Advisory Board was established in July 2008, following the transfer of certain superannuation and other long-term assets (Long Term Assets) in July 2008 from Treasury to QTC (primarily for reasons relating to market volatility).
The Long Term Asset Advisory Board has power delegated from QTC to:
- manage the sufficiency of the funding of the long term assets
- set investment objectives and strategies for the long term assets
- set the appropriate investment structure for the long term assets, and
- monitor investment performance of the long term assets.
|Chief Executive Officer, Queensland Treasury Corporation||Member|
|Deputy Under Treasurer, Agency Performance & Investment||Member|
|Deputy Under Treasurer, Economic & Fiscal Coordination||Member|