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 Honourable David Janetzki MP, Treasurer, Minister for Energy and Minister for Home Ownership and
- the Honourable Ros Bates MP, Minister for Finance, Trade, Employment and Training.
The Board governs CS Energy on behalf of the shareholding Ministers in accordance with applicable legislation, regulations, GOC policies and CS Energy’s annual Statement of Corporate Intent.
The Board delegates day-to-day management of CS Energy to the CEO (and through the CEO to senior executives and other managers) subject to Board-approved policies. Senior executives and other managers approve standards and procedures consistent with these policies.
Our governance arrangements support the Corporate Governance Guidelines for Government Owned Corporations.
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.
More information:
BOARD COMMITTEES
There are four Board committees to assist the Board in the execution of its duties and to consider key business issues.
| Committee |
Membership |
| Finance, Risk and Audit Committee |
James Versace (Chair)
Wendy Agar
Seanna Strong
David Stevens
|
| Safety and Environment Committee |
James Versace
Seanna Strong
Joanna Glynn
|
| Performance and Investment Committee |
Jeff Seeney (Chair)
Tony Bellas
David Stevens
|
| People, Culture and Remuneration Committee |
Wendy Agar (Chair)
Jeff Seeney
Tony Bellas
Joanna Glynn
|
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.
Committee charters:
Principle 2: Structure the board to add value
The CS Energy Board comprises eight 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.
Independence
The Board regularly reviews and assesses the independence of directors and the relationship each director and the director’s associates have with CS Energy.
Actual, potential or perceived conflicts of interest are required to be addressed in accordance with CS Energy’s Conflict of Interest Procedure.
Directors’ access to advice
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.
Our key governance policy is the CS Energy Code of Conduct and we have various procedures to ensure compliance with the Corporations Act and to manage conflicts of interest.
The Code of Conduct (PDF 563.8KB) applies to directors, senior executives, employees and contractors.
The Code is the overarching document for all CS Energy policies and procedures and covers seven key areas including safety, respecting others and managing conflicts of interest. It clearly articulates the standards of behaviour required of everyone at CS Energy.
The Board has also adopted its own Directors' Code of Conduct.
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 whistleblower reporting mechanisms in place for directors, employees, contractors and third parties to report activity that they suspect is illegal, unethical or breaches the Code of Conduct.
Principle 4: Safeguard integrity of financial reporting
Finance, RISK AND AUDIT COMMITTEE
The Finance, Risk and Audit Committee assists the Board in discharging its responsibilities in relation to CS Energy’s financial risk management, corporate and financial reporting, and external and internal audit functions.
EXTERNAL AUDIT
The Committee is also the primary point of reference for CS Energy’s external auditor, the Auditor-General of Queensland. The Committee accepts reports from representatives and overseas progress on implementing recommendations from those reports.
Internal audit
CS Energy’s internal audit 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. It has an independent reporting line to the Finance, Risk and Audit Committee.
More information:
Principle 5: Make timely and balanced disclosure
CS Energy has established processes in place to keep our shareholding Ministers informed about our operations, performance, governance and financial position, in accordance with Section 122 of the GOC Act.
This includes the formal reports outlined in Principle 6 and regular briefings to shareholding Ministers.
To ensure compliance with the openness measures in the Right to Information Act 2009 (Qld), a publication scheme is available on CS Energy’s website that shows the classes of information available, links to the information and company contact details for requesting access to additional information.
More information:
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.
More information:
Principle 7: Recognise and manage risk
At CS Energy, the Board Finance, Risk and Audit Committee monitors effective governance, risk and compliance frameworks. Ultimate responsibility for risk management and compliance resides with the Board. The Board has approved a framework for the organisational management of risk and compliance to ensure strong operational and financial performance.
CS Energy’s Governance, Risk and Compliance Policy (PDF 140.3KB) outlines our overarching approach to embedding governance, risk and compliance practices to support the achievement of strategic objectives.
fraud prevention
CS Energy mitigates the risk of fraud and corruption through a combination of clear policies and procedures, robust internal controls, and ongoing monitoring and assurance activities. This includes segregation of duties, delegated authorities, periodic risk assessments, internal audit oversight, and established mechanisms for reporting and investigating suspected misconduct.
Cyber security
As a provider of essential energy services to Queensland, CS Energy recognises the importance of confidence in the systems that control the operation of our power stations. We collaborate with a range of external parties to effectively monitor and respond to emerging cyber security threats.
Our cyber security risk reduction program is aligned with strengthened energy sector cyber security capability frameworks (the Australian Energy Sector Cyber Security Framework – AESCSF) and legislative instruments (including the Security of Critical Infrastructure Act 2018).
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 paid parental leave, study assistance, remote area allowances and relocation assistance.
The People, Culture and Remuneration Committee advises the Board on CS Energy's people strategy and remuneration matters.
Director fees are paid to Directors for serving on the Board and Board committees. Fees are determined by the Governor in Council. The Board, in consultation with shareholding Ministers, approves the remuneration levels for the Chief Executive Officer and other senior executives.
Assessing performance
CS Energy’s Performance Framework ensures employees are supported to achieve optimal performance and career outcomes. Performance of individual employees, including the Executive Leadership Team, is managed in an annual cycle which sets performance expectations through Role Purpose Statements and annual Individual Achievement Plans, and provides feedback on performance through mid-year and end-of-year Achievement Reviews.