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Corporate governance

Corporate governance refers to the way QCN Fibre conducts its business. QCN Fibre was established as a government owned corporation (GOC) subsidiary of Powerlink Queensland in 2019. It is jointly owned by Powerlink Queensland and Energy Queensland Limited.

The QCN Fibre Board is responsible for our overall corporate governance and sets our strategic direction, policies and operational framework. The QCN Fibre Board is responsible to Powerlink Queensland and Energy Queensland (as the shareholding entities) for QCN Fibre’s performance and corporate governance.

Powerlink Queensland and Energy Queensland have two shareholding Ministers:

  • The Hon. Cameron Dick MP,  Treasurer and Minister for Infrastructure and Planning;
  • The Hon. Anthony Lynham MP, Minister for Natural Resources, Mines and Energy.

The Board has delegated specific power and authority to the Chief Executive Officer.

The Chief Executive Officer is responsible for the day-to-day management of QCN Fibre.

Our Governance Framework has been designed in accordance with the Corporate Governance Guidelines for Government Owned Corporations, and the eight principles outlined in those guidelines, as well as the ASX Corporate Governance Principles and Recommendations. We are committed to full implementation of the GOC corporate governance principles and are working to ensure our governance foundations are sound while we are in our establishment phase. QCN Fibre will finalise implementation of all recommended practices in 2019-20.

+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. The Board Charter defines the expected standard of behaviour of the Board and provides guidance to assist Directors in carrying our their duties and responsibilities.

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BOARD COMMITTEES:

  • People, Culture and Remuneration Committee
  • Risk and Audit Committee

These committees will assist the Board in the execution of its duties and to consider key business issues.

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+Principle 2: Structure the board to add value

The QCN Fibre Board comprises five directors – 2 member directors from Energy Queensland and Powerlink Queensland as the shareholding companies and 3 independent directors, appointed by the shareholding Ministers of Powerlink Queensland and Energy Queensland.

INDEPENDENCE

The Board will regularly review and assess the independence of directors and all actual, potential or perceived conflicts of interest are required to be declared in accordance with our Conflict of Interest Policy

DIRECTORS’ ACCESS TO ADVICE

Each director has access to the Chief Executive Officer 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

QCN Fibre is committed to conducting all business activities with integrity, honesty and in compliance with the relevant laws and standards. We have a number of policies and procedures that promote ethical and responsible decision-making.

The QCN Fibre 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 policies and procedures. The Board Charter also adopts QCN Fibre’s Code of Conduct.

Our Conflict of Interest Policy applies to all employees, executives and board members.

QCN Fibre has a Whistleblower Protection Policy that applies to current and former QCN Fibre officers, employees, contractors and suppliers who wish to report corrupt, illegal or unethical conduct regarding QCN Fibre activities.

+Principle 4: Safeguard integrity in financial reporting

QCN Fibre has a number of formal and rigorous processes that independently verify and safeguard the integrity of our financial reporting.  During our establishment phase, our focus is on the establishment of appropriate systems and controls as required by the Government Owned Corporations Act 1993, the Corporations Act 2001 and best practice governance. QCN Fibre is supported by its Parent, Powerlink Queensland, to achieve the right level of governance and financial controls in the business.

+Principle 5: Make timely and balanced disclosure

QCN Fibre aims to be open, transparent and accountable, while protecting information that is commercially sensitive.

The Powerlink Queensland Annual Report and this website are examples of ways we disclose information.

Further information on our ‘Right to Information’ arrangements can be found here.

+Principle 6: Respect the rights of shareholders

QCN Fibre provides Powerlink and Energy Queensland, as the shareholding entities, with regular updates on our activities. QCN Fibre reports on its operation and financial activities through Powerlink Queensland’s annual report.

+Principle 7: Recognise and manage risk

The Board determines QCN Fibre’s risk profile and is responsible for overseeing and approving our risk management policies, internal compliance and controls.

+Principle 8: Remunerate fairly and responsibly

QCN Fibre is committed to ensuring appropriate accountability and transparency in relation to remuneration. When setting remuneration, we endeavour to ensure a balance between public accountability, government policy requirements and transparency and the need to attract and retain high quality employees from competitive labour markets.

QCN Fibre Directors receive set fees as approved by Cabinet based on the recommendations of the Powerlink Queensland and Energy Queensland shareholding Ministers and do not receive performance- based remuneration.

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