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’s operations, including its control and accountability systems
- developing and monitoring QTC’s strategic and corporate plans, operational policy and yearly budget
- monitoring and measuring financial and operational performance
- monitoring and measuring organisational and staff performance
- monitoring key risks and risk management processes, and
- ensuring that QTC’s compliance is appropriate for an organisation of its type.
The Board holds regular monthly Board meetings (except in January) 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 financial year, provide to the Board a report about the committee’s operations and achievements for the year.
In accordance with its Terms of Reference, the Accounts and Audit Committee has responsibility for:
- the adequacy and effectiveness of internal controls, including for prevention of fraud
- the integrity of financial statements
- the adequacy and effectiveness of compliance monitoring, and
- audit effectiveness.
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:
- Warwick Agnew
- Anne Parkin, and
- Karen Smith-Pomeroy.
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 Terms of Reference, 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:
- funding accessibility (including liquidity), and
- pool performance.
to support QTC’s risk appetite with a focus on effectiveness and performance.
The Committee comprises the following Board members:
- Jim Stening, Committee Chair
- Karen Smith-Pomeroy, and
- Gerard Bradley.
The Committee must hold meetings at least six times a year.
In accordance with its Terms of Reference, the Human Resources Committee has responsibility for:
- the appropriateness of any new or amended human resources policy
- the Employment Terms and Conditions as they relate to matters of policy or an issue of significance
- compliance with relevant legislation relating to human resources
- the results of exit interviews with employees leaving QTC
- the outcomes of review of performance and remuneration for QTC employees and QTC teams
- ensuring that the Performance-Based Remuneration System engenders positive risk management behaviour
- the framework for the remuneration and performance reviews, and
- 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.
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 two meetings a year 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.