As a Queensland Government-Owned Corporation we have a responsibility to our shareholder to do business legally, ethically and responsibly. We are committed to achieving high standards of conduct and performance in everything we do.
Our governance framework
CS Energy was established in 1997 under the Government Owned Corporations Act 1993 (GOC Act). CS Energy is also a registered public company incorporated under, and subject to, the Corporations Act 2001 (Cth).
Two Queensland Government Ministers (shareholding Ministers) hold shares in CS Energy on behalf of the people of Queensland:
- The Hon. Cameron Dick MP, Treasurer, Minister for Infrastructure and Planning
- The Hon. Anthony Lynham MP, Minister for Natural Resources, Mines and Energy
The CS Energy Board is accountable to our shareholding Ministers for CS Energy’s performance and corporate governance. The Board has delegated specific power and authority to Board Committees and the Chief Executive Officer.
The Chief Executive Officer is responsible for the day-to-day management of CS Energy.
Our Governance Framework Standard – sets out how we comply with the Corporate Governance Guidelines for Government Owned Corporation s, Version 2.0, February 2009, and the eight principles outlined in those guidelines.
Principle 1: Foundations of management and oversight
Our Board is accountable for ensuring we act with integrity in all of our corporate governance practices.
The Board’s role and accountabilities are set out in the Board Charter and include:
- setting CS Energy’s strategic direction (with the agreement of shareholding Ministers)
- monitoring corporate performance and progress towards achievement of strategic objectives
- risk management oversight
- establishing and demonstrating appropriate standards of behaviour as expressed in CS Energy’s Code of Conduct
- stakeholder reporting and communication.
The Board conducts periodic evaluations of its performance against its role and accountabilities.
There are four Board committees to assist the Board in the execution of its duties and to consider key business issues:
- Culture and Remuneration Committee
- Safety and Performance Committee
- Enterprise Risk Committee
- Audit and Finance Committee
Each Committee’s role, accountabilities and authority are set out in a committee charter that is reviewed annually.
The Board committees regularly review their performance in conjunction with formal Board evaluation reviews.
Principle 2: Structure the board to add value
The CS Energy Board comprises five independent, non-executive directors appointed by the Governor in Council. Given the process for selection of Directors is under the GOC Act, CS Energy has not established a Board Nominations committee.
The Board evaluates its performance, the performance of individual directors, the Chairman and the Board committees at regular periods, not exceeding two years.
The Board regularly reviews and assesses the independence of directors and the relationship each director and the director’s associates have with CS Energy.
Directors’ access to advice and training
Directors may seek independent professional advice on matters before the Board, after receiving approval from the Chair. CS Energy bears the cost of this external advice.
Each director has access to the Chief Executive Officer and Executive General Managers in the event that the director requires additional information. Each director is encouraged to contact the Company Secretary prior to Board meetings to discuss any matters that require clarification.
Principle 3: Promote ethical and responsible decision making
CS Energy is committed to conducting all business activities with integrity, honesty and in compliance with relevant laws and standards. We have a number of policies and procedures that promote ethical and responsible decision-making.
The CS Energy Code of Conduct outlines how the Board, management and employees must act with honesty, integrity and in compliance with relevant laws and standards. The Code of Conduct is the overarching behavioural guide for all CS Energy policies and procedures. The Board Charter also adopts the Directors’ Code of Conduct from the Australian Institute of Company Directors.
A standing agenda item at monthly Board meetings requires directors to declare any conflicts of interest. Executives and other nominated employees are also required to make annual and contemporaneous declarations of interests that could give rise to a conflict of interest.
Our Share Trading Procedure provides guidance to directors, officers and employees in relation to their trading in securities.
We have reporting mechanisms in place for directors, employees and contractors to report activity that they suspect is illegal, unethical or breaches the Code of Conduct. These reporting mechanisms are outlined in the Code of Conduct and applicable procedures.
Principle 4: Safeguard integrity in financial reporting
AUDIT AND Finance COMMITTEE
The Audit and Finance Committee assists the Board in discharging its responsibilities for establishing and monitoring effective governance, risk and compliance management to provide reasonable assurance that CS Energy’s financial and non-financial objectives are achieved and accurately reported.
The Audit and Finance Committee is also the primary point of reference for CS Energy’s external auditor, the Auditor-General of Queensland. The Committee accepts reports from Deloitte (as delegated contract auditor to the Queensland Audit Office) and overseas progress on implementing recommendations from those reports.
CS Energy’s assurance function provides independent, objective assurance to the Board and brings a systematic and disciplined approach to reviewing, evaluating and continuously improving the effectiveness of the company’s governance, risk management and internal controls.
Principle 5: Make timely and balanced disclosure
CS Energy aims to be open, transparent and accountable, while protecting information that is commercially sensitive.
Consistent with continuous disclosure obligations, our shareholding Ministers have access to information concerning our operations, performance, governance and financial position. We also provide submissions, including regular briefing notes to our shareholding Ministers.
We have implemented the Queensland Government's 'Right to Information' arrangements to provide the community with greater access to information about our business.
Principle 6: Respect the rights of shareholders
CS Energy provides regular reports to our shareholding Ministers to keep them informed about our business strategy, goals and performance. These include:
- A Corporate Plan for the next five years.
- A Statement of Corporate Intent (SCI) outlining goals and objectives for the next financial year.
- Quarterly Reports on our progress towards meeting the goals and objectives in the SCI.
- An Annual Report detailing our performance for the financial year and progress in meeting goals in both the SCI and Corporate Plan.
Principle 7: Recognise and manage risk
CS Energy takes an integrated approach to corporate governance, risk and compliance.
Our Governance, Risk and Compliance Policy outlines how we seek to embed governance, risk and compliance management into everything that we do.
The Board oversees risk management at CS Energy, primarily by setting and monitoring the Corporation’s risk appetite, risk policies and performance through the activity of the Audit and Finance Committee.
Principle 8: Remunerate fairly and responsibly
CS Energy is committed to attracting, retaining and developing high calibre employees at all levels by balancing a competitive remuneration package with employee benefits and leave options. This includes providing maternity and parental leave, study assistance, remote area allowances and relocation assistance.
Remuneration for Board directors is determined by the Governor in Council and advised to CS Energy. The Board, in consultation with the shareholding Ministers, approves the remuneration for the Chief Executive Officer and other senior executives. Remuneration paid to senior executives is disclosed in CS Energy’s Annual Report.
The Culture and Remuneration Committee oversees and provides advice to the Board on remuneration matters.
Assessing our performance
CS Energy sees corporate governance as a process of continual improvement. The Board is dedicated to the ongoing improvement of the Company’s corporate governance processes.
We review our corporate governance policies and procedures in response to new legislation, industry trends or particular issues as they arise.