Board Charter

Introduction

This charter outlines the roles, structures, responsibilities, and operating arrangements of WorkCover Queensland's (WorkCover) Board to ensure effective governance of the organisation.

The Board’s role is to ensure WorkCover is delivering on its organisational purpose in accordance with the Statement of Corporate Intent and Corporate Plan objectives and performance targets, considering its operating environment, stakeholders and community.

This charter utilises the principles provided in the following guidance:

Australian Institute of Company Directors - Director Tools: Board Charters (which references the Kiel, Nicholson, Tunny and Beck model)
ISO 37000 Governance of organizations - Guidance
Governance Institute of Australia, Guidance - Board papers.

Defining governance roles

Board composition

The WorkCover Board is established under section 424(1) of the Act. The Board will consist of no more than nine members appointed by the Governor-in-Council.

Role of the Board

The role of the Board is outlined in section 427 of the Act and includes:

Ensuring that, as far as possible, WorkCover achieves and acts in accordance with its Statement of Corporate Intent, and implement the objectives outlined in its Statement of Corporate Intent.
Accounting to the Minister for its performance as required by this Act or under another law applying to WorkCover.
Responsibility for WorkCover’s commercial policy and management.
Notifying the Minister of the methods and rates it proposes to use to assess premiums.
Giving timely advice to the Regulator on information impacting on the workers’ compensation scheme.
Performing other functions conferred on the Board under this or another Act.
Ensuring WorkCover otherwise performs its functions in a proper, effective, and efficient way.

The Board's role does not include the day-to-day management of WorkCover which has been delegated to the Chief Executive Officer. The Board will lead ethically and effectively and ensure such leadership is demonstrated throughout the organisation. The Board will demonstrate its accountability to the organisation and will hold to account those who have been delegated responsibilities.

Role of individual Directors

Duties and obligations

Directors must act ethically in accordance with the WorkCover Code of Conduct.
Individual Directors (also referred to as "WorkCover Officers") must adhere to the duties and liabilities outlined in Chapter 8, Part 3, Division 5 of the Act which require Directors to:
- Disclosure of direct or indirect interests in matters being considered, or about to be considered, by the Board, as soon as practicable after the relevant facts come to the director's knowledge.
- Act honestly in the exercise of powers and discharge of functions as a director.
- Exercise the degree of care and diligence that a reasonable person in a like position within WorkCover would exercise.
- Not make improper use of information acquired because of their position as a director to gain directly, or indirectly, an advantage for the person or another person, or cause detriment to WorkCover.
- Not make improper use of their position as a director to gain, directly, or indirectly, an advantage for the person or another person or to cause detriment to WorkCover.
- Directors are expected to come to meetings prepared and ready to contribute.

Conflicts of interest

Upon appointment, Directors must complete the Personal Interests Declaration form and a Key Management Personnel Declaration Form, declaring their related parties or any related party transactions. Continuous disclosure of all interests is required and opportunity is provided at each meeting to declare any conflicts or updates to declared interests to the Board and Company Secretary.

If a conflict is declared for a matter due for Board consideration, the Director must not participate in discussion or decision over that matter. If the Board deems there is no actual or perceived conflict, the Director may be allowed to participate. The Company Secretary will document and record any conflicts of interests declared in meeting minutes.

Related party transactions

The Financial Accountability Act 2009 requires that the published financial statements of departments and statutory bodies comply with Australian Accounting Standards. AASB 124 Related Parties sets out the requirement to disclose related party transactions.
WorkCover's related parties also include our key management personnel (KMP), close family members of our KMP, and any entities controlled or jointly controlled by our KMP or their close family members, as per AASB 124. Directors are required to disclose their related parties annually, regardless of whether transactions with WorkCover have occurred. If transactions are known to have occurred, this additional information will also be required to be disclosed by the KMP member.

Role of the Chair

The Chair is appointed by the Governor-in-Council and their principal responsibility is to ensure that the Board fulfils its obligations in accordance with the Board charter and relevant legislation.

The role of the Chair also includes:

Ensuring the Board provides leadership and vision to WorkCover.
Approving the agenda for Board meetings in consultation with the CEO and the Company Secretary.
Chairing Board meetings and ensuring Board minutes accurately reflect Board decisions.
Facilitating the effective functioning of the Board, including managing the conduct, frequency, and length of Board meetings.
Ensuring that the Board has the necessary information to enable effective decision making.
Directing Board discussions so that there is an effective use of time and critical issues are discussed.
Promoting an environment of openness, trust, and respect to ensure a consultative and constructive relationship between the Board and the CEO.
Being the major point of contact between the Board and the CEO.
Ensuring Board decisions are implemented through regular contact with the Company Secretary and CEO.
Regularly reviewing with the CEO progress on important initiatives and significant issues facing WorkCover.
Initiating and leading the strategic planning process for the Board including interaction with the CEO and executive management.
Overseeing and facilitating Board and Committee evaluation reviews, with the assistance of the Company Secretary.
Guiding the ongoing development of the Board as a whole and of directors individually.
Attending all or any Board Committee meetings either as a member of these Committees or in an observatory role.
Being the spokesperson, in conjunction with the CEO, for WorkCover to external stakeholders including the media, where appropriate.
Keeping the Minister informed, on behalf of the Board, in accordance with the requirements under the Act. In addition, provide regular liaison through meetings or informal contact with the Minister to the extent agreed and required with the Minister.

Role of the Deputy Chair

The Deputy Chair is appointed by the Governor-in-Council in accordance with section 425 of the Act. The Deputy Chair will act as Chair during a vacancy in the office of Chair and during all periods when the Chair is absent from duty or is, for another reason, unable to perform the functions of their office. If the Chair is not present at a meeting, the Deputy Chair is to preside.

Role of the Company Secretary

The Company Secretary is appointed by the Board and is accountable to the Board, through the Chair, for the effective governance of Board operations and providing general advice to the Board.

The Company Secretary holds primary responsibility for ensuring that Board processes and procedures run efficiently and providing an effective interface between the Board and management.

The role of the Company Secretary is fulfilled by the Chief Legal Officer, who is appropriately qualified and is responsible for carrying out the administrative and legislative requirements of the Board, including:

Managing Board processes, including developing Board and Committee agendas in consultation with the CEO, for the approval of the Chair.
Provision of timely and effective Board agendas and Board papers.
Co-ordinating, organising and attending meetings of the Board.
Ensuring the business at the Board meeting is appropriately captured in the meeting minutes.
Maintaining a schedule of all Board and Committee meetings and Board activities.
Documenting actions arising from meetings and ensuring appropriate follow up.
Maintaining all Board and Committee minutes and decision registers.
Providing advice to the Board on governance matters.
Retaining an electronic copy of all Board and Committee papers and presentations.
Carrying out the instructions of the Board.
Organising and facilitating the induction of Directors upon their appointment to the Board or Committee.
Working with the Chair and CEO to establish and deliver best practice governance.
Complying with the obligations for officers as outlined in the Act.

Where the Company Secretary is unable to attend a meeting, they may nominate a suitable appropriately trained replacement to act as the Company Secretary for that meeting, subject to prior approval by the Chair.

Role of the CEO

The role of the CEO is to manage WorkCover, as per section 443 of the Act. The CEO is responsible to the Board for the overall performance of WorkCover, executive leadership, strategic and operational management and to:

Manage WorkCover in accordance with the Corporate Plan, Statement of Corporate Intent, and any other plan approved by the Board to achieve agreed goals.
Take all actions approved by the Board to deliver strategic and operational plans.
Undertake responsibilities as delegated by the Board.
Ensure WorkCover's actions comply with its policies.
Keep the Chair informed of all current events and matters that may interest the Board in relation to WorkCover.
Regularly review the progress of important initiatives with the Chair, and
Comply with obligations for officers as outlined in the Act.

Anything done in the name of, or for WorkCover by the CEO is taken to have been done by WorkCover.

The CEO may delegate the CEO's powers, to an appropriately qualified WorkCover or WEO employee, or of another entity (government or non-government) who performs work for WorkCover under a work performance arrangement (subject to any directions of the board limiting the power to delegate).

Key Board functions

The Board and strategy

The Board is responsible for setting the overall strategic direction of WorkCover in consultation with the Executive Leadership Team (ELT). The Board are also responsible for providing strategic guidance:

Directing and engaging with the organisational strategy to generate value and fulfil WorkCover's purpose.
Formulating commercial strategy and policy at a high level in participation with the CEO and senior executives.
Ensuring that WorkCover remains viable and performs over time.
Approving the Corporate Plan, Statement of Corporate Intent, and Employee Relations Plan submitted to the Minister.
Setting the premium calculation method and rates and notifying the Minister of these.
Defining WorkCover's value generation objectives to fulfil WorkCover's purpose in accordance with values and the natural environment, social, and economic context within which it operates.

The Board and the CEO

In accordance with section 428 of the Act, the Board may, by resolution, delegate its powers to:

A WorkCover Director
A Committee of the Board
WorkCover's Chief Executive Officer (CEO), or
An appropriately qualified WorkCover Employing Office (WEO) employee.

The Board has delegated the day-to-day operational management of WorkCover to the CEO in accordance with the strategy approved by the Board. All other functions outlined in the roles and responsibilities remain the preserve of the Board, or where this has been delegated to a Board Committee.

In relation to the CEO, the Board may:

Make recommendations to the Governor-in-Council on the appointment of the CEO, including deciding on CEO contract conditions in accordance with section 442 of the Act.
Appoint a person to act as CEO during a vacancy in the office; or during any period, or all periods, when the CEO is absent from duty or is, for another reason, unable to perform the functions of the office.
Terminate the appointment of the CEO for any reason or none.
Monitor the performance of the CEO.

Monitoring

The Board is responsible for monitoring to:

Ensure appropriate corporate and operational policies are in place.
Ensure policies are in place for best practice corporate governance.
Oversee group business plans and monitor performance to achieve the objectives of the Corporate Plan.
Ensure performance management systems in place reflect WorkCover's vision, goals, and operational objectives.
Identify that the performance reporting and information uses appropriate benchmarks, targets, and trend analysis.
Monitor the performance and management of the WEO.
Ensure integrity of financial reporting.
Monitor financial results on an ongoing basis and approve annual accounts and report each financial year.
Ensure functions are performed in a proper, effective, and efficient way.
Ensure relevant policies and decisions are effectively communicated.

Compliance

Ensure the executive management develop and maintain an effective internal control and compliance program.
Ensure appropriate auditing and accounting principles and practices are adopted.
Oversee compliance by WorkCover with any formal directions issued by the Minister.
Oversee WorkCover's performance to ensure it is meeting the Board's intentions for and expectations of WorkCover, its ethical behaviour and compliance obligations.
Review of governance, controls, and monitoring of external providers to ensure they deliver a value for money service.

Risk Management

Ensure the Risk and Audit Committee effectively monitor the organisational risk management framework.
Contribute to setting the risk appetite for WorkCover.
Ensure that WorkCover considers the effect of uncertainty on organisational objectives and strategic outcomes.

Policy framework

Ensure there are relevant governance structures in place to support policy management and mechanisms for review.

Stakeholder communication and networking

Keeping the Minister informed, on behalf of the Board, in accordance with the requirements under the Act. In addition, provide regular liaison through meetings or informal contact with the Minister to the extent agreed and required with the Minister.
Immediately informing the Minister if matters arise that in the Board’s opinion may prevent or significantly affect achievement of WorkCover’s objectives outlined in its Statement of Corporate intent, or targets under its Corporate Plan.
Providing quarterly reports to the Minister within one month of the end of quarter, as required under section 411 of the Act. As a statutory body, WorkCover must provide the Minister with an annual report no later than three months after the end of the financial year.
Making a recommendation within 4 months after the end of the financial year, to the Minister whether WorkCover may make a payment to the consolidated fund, and if recommending payment include the amount WorkCover should pay.
Ensuring that WorkCover's stakeholders are appropriately engaged, and their expectations considered.
Engaging with stakeholders and customers at regional board meetings, industry and stakeholder events.

Decision-making

The Board each year in accordance with the annual agenda or periodic agenda items is responsible for:

Ensuring that decisions are transparent and aligned with broader societal expectations.
Approving the Corporate Plan, Statement of Corporate Intent (including key performance targets), and Employee Relations Plan submitted to the Minister.
Approving WorkCover policies as outlined in the WorkCover Corporate governance policy.
Approving the risk management policy, including the organisational risk appetite statements.
Approving the quarterly reports to the Minister and annual reports (Financial Statements).
Approving the annual operating budget.
Approving WorkCover’s investment strategy.
Approving Board and Committee charters.
Recognising data as a valuable resource for decision-making by WorkCover and stakeholders.

Confidentiality

All Board proceedings, papers, and submission to the Board shall be kept confidential and will not be disclosed or released to any party other than the Board, unless agreed by the Chair, outlined in this charter or required by law. All directors, the CEO and other attendees at meetings are required to keep all information discussed at Board meetings confidential.

Prohibition on loans to directors

WorkCover must not, whether directly or indirectly make a loan to WorkCover director, a spouse of a director or a relative of a director or spouse or give a guarantee or provide security in connection with a loan made to a WorkCover director, a spouse of a director or a relative of a director or spouse. Section 418 of the Act sets out the statutory requirements in relation to the prohibition on loans to directors.

Improving Board processes

Board meetings

Meeting frequency

The Board will meet at least seven times each year, and other times as required, at least one of which will be dedicated to strategic planning. The Board may conduct its business, including its meetings, in the way it considers appropriate in alignment with the charter.

Meetings of the Board are to be held at times and places that the Board decides. The Chair may convene a meeting at any time and must convene a meeting when asked by a Quorum of Directors.

Use of technology

The Board may hold meetings using any technology that reasonably allows Directors to take part in the meeting (e.g. videoconferencing), and any Director taking part using such technology is taken to be present at the meeting in accordance with section 434 of the Act.

Conduct of meeting

Directors must attend and participate in all meetings where practicable. If a Director is unable to attend a meeting, the Company Secretary should be advised in advance of the meetings. Directors will still receive access to papers if they are not attending the meeting.

Presiding at meetings

The Chair is to preside at all meetings at which the Chair is present. If the Chair is not present at a meeting, the Deputy Chair is to preside. If both the Chair and Deputy Chair are not present at a meeting, the Director chose by the Director's present at the meeting is to preside.

Quorum

The conduct a meeting, the Board must meet the required minimum number of Directors (a quorum), which will be half the number of Directors of which the Board for the time being consists or, if that number is not a whole number, the next higher whole number, (excluding any Director who has a conflict of interest).

Voting

Questions are decided by a majority of the votes of the Directors present and voting at a meeting (excluding any Director who has a conflict of interest). The Chair has the casting vote if the votes are equal.

Resolutions without meetings

Resolutions without meetings are set out in section 435 of the Act. Resolutions without meetings are noted in flying minutes prepared by the Company Secretary. A resolution is passed if at least a majority of Directors approve (either physically or digitally) that they are in favour of a resolution within the flying minute. It is taken to be passed at a meeting of the board held on the day which the document is approved or if the Directors do not approve on the same day, the day on which the last of the Directors constituting the majority approves the document. The flying minute resolution is submitted as an agenda item at the next Board meeting.

Other meeting attendees

The CEO will attend all meetings where practical. The Board may, as required, invite internal/external auditors, or any other external advisors to the meeting (with prior approval of the Chair). Members of executive management will be invited at the discretion of the Board, to attend meetings for specific agenda discussions or in some instances a full meeting where it is required.

Board meeting agenda

The Company Secretary and CEO, in conjunction with the Chair, will draw up an agenda for each meeting, which shall be circulated to Directors with any associated papers.

Minutes

The Board must keep minutes of its proceedings. Draft meeting minutes will be prepared by the Company Secretary and approved by the Chair, within one week of meetings, and will be signed at the next Board meeting. The Company Secretary will maintain the minutes on behalf of the Board.

Annual agenda/Board calendar

The Company Secretary will also prepare an annual agenda outlining the schedule of meetings and topics to be covered at each meeting. The agenda will be approved annually along with the schedule of dates for the Board and Committee meetings.

In-camera session

The Board may meet informally before a Board meeting to allow Directors to discuss issues of concern. In-camera sessions are not considered ‘Board meetings’.

Board papers

Board papers will be available for Directors at least five business days before each Board meeting and will be delivered to Directors via the electronic board paper portal.

In the event a Director does not have access to a device at the time of a meeting, the Chair may allow Directors to be supplied papers in an agreed format.

Late papers

In exceptional circumstances, there may be times where an item or paper does not meet the usual publishing timeframe. When this occurs, the Board will be informed that a paper will be forthcoming and when available the paper will be published to the Board portal marked ‘new’ to alert directors to the new content. Directors will also be notified of the new paper via email and on the board portal notifications.

Tabled papers

It is not standard practice for papers to be tabled at a board meeting. In circumstances where this is required and approved by the Chair, Directors attending should be given sufficient time to review the paper prior to discussion taking place on that agenda item.

Retention of papers and annotations

The Company Secretary retains electronic copies of all board papers and supporting documentation in accordance with recordkeeping requirements.

All physical and electronic Board paper annotations and meeting notes made by Directors may be kept until the papers are moved in the Board portal. This process will occur at the end of every calendar year, following which annotations should be deleted or destroyed.

Board Committees

The Board has established the following Committees to assist in fulfilling its corporate governance responsibilities:

Risk and Audit Committee and
People Committee.

The number and types of Board committees to be established is to be determined by the Board. Membership of committees, including the Chair for each committee, is to be determined by the Chair and ratified by the Board. Each committee is to operate within a charter to be endorsed by the committee and approved annually by the Board and is delegated power to undertake the duties designated within that charter.

The Committees will report through to the Board on matters they have considered, through provision of Chair briefings and draft minutes included as part of the next subsequent Board meeting.

Remuneration for committees is determined by the Queensland Government.

Effective governance

Director protection

Access to information and independent advice

The Board is entitled to seek independent professional advice (legal, accounting or other advisers) at WorkCover’s expense, where the Board deems it necessary to fulfil their responsibilities and obligations. The Board may collectively or individually seek to retain an adviser on the basis they have sought prior written approval of the Chair and provided details of the reasons for professional advice being sought, expected costs and details of the professional the Board proposes to engage. In some instances, the Company Secretary may need to assist with procurement of such advisers under the Procurement Policy. All Committees of the Board have access to independent advice on this basis.
Confidentiality obligations owed to WorkCover must be considered in receiving any advice.
Individual Directors may have access to the resources of WorkCover including members of executive management, in appropriate circumstances, as approved by the Chair. As a courtesy, the CEO and Company Secretary should be kept informed.

Access to papers - Directors

Outside the dates of a Director's term, at the Director's request, a Director will be granted access to a copy of requested board papers (from meetings held within the Director's term only) during the access period; the access period being the period commencing on the date a person becomes a Director and terminating on the date seven years after they ceased to be a Director.

A Director will treat all information acquired in accordance with the code of conduct, and in adherence with WorkCover's terms of use.

Access to papers – Other parties

The Board grants full access of Board papers to the CEO and Company Secretary (including specific support staff that require access to manage the Board reporting and publishing processes).

Board meeting agendas and papers will be made available for review by the internal and external auditors when required.

The ELT may be granted restricted access to Board papers (excluding Board only matters and papers subject to a conflict or confidentiality) in PDF form prior to each Board meeting to consider any relevant Board business that impact operations.

Insurance

WorkCover maintains Directors & Officers’ insurance which covers claims against the Board and executive (past and present).

Board evaluation

Directors will participate in review of the Board’s effectiveness every 2 years, which will include performance of the Board as a whole, individual directors, company secretary and committees. The Chair will determine the method of review, in consultation with the Board and Company Secretary which may include:

internally facilitated review coordinated by the Company Secretary
individual feedback from directors provided to the Chair or
externally facilitated review.

The Chair may implement additional systems for capturing feedback during interim periods if deemed it is required. Board reviews will be conducted in accordance with best practice.

Board Committee evaluations

The Chair of each Board Committee will be responsible for providing an annual report to the Chair of the Board, covering the progress they have achieved against the relevant Committee charter during the year. Committees will be evaluated as part of the overall Board evaluation.

Director remuneration

The Governor-in-Council determines the remuneration for members of the WorkCover Board and Board sub-committees in accordance with the Remuneration procedures for part-time chairs and members of Queensland government bodies. The Queensland Government have deemed WorkCover as a ‘Governance level 1 board’ and Directors are entitled to an annual fee, and reimbursement of reasonable expenses under these procedures, which is advised to WorkCover by the Minister upon the Directors appointment.

Individual chairs and members may also elect not to be paid. Public sector employees are not entitled to annual fees unless it is approved by government. These terms are provided by the Minister to WorkCover upon the Directors appointment.

Directors’ remuneration is disclosed in the Key Management Personnel (KMP) remuneration note in the Annual Report.

Eligible expenses for travel may be reimbursed for directors following approval by the Chair. Chair expenses are to be approved by the Company Secretary.

Director selection

Appointments

The requirements for director appointments are outlined in sections 424(2), 425, 426, 437 and 439 of the Act.

The Chair and Deputy Chair of the Board may be appointed by the Governor-in-Council.
When a director is absent from duty or is, for another reason, unable to perform the functions of the office, the Governor-in-Council may appoint a person to act as a director during any period, or all periods.
In appointing a person as a director, the Governor-in-Council must have regard to the person’s ability to make a contribution to WorkCover’s implementation of its Statement of Corporate Intent and to its performance as a commercial enterprise.
A person is not eligible for appointment as a director if the person is not able to manage a corporation because of the Corporations Act 2001, part 2D.6.

Terms of appointment

Directors are appointed for a term of no longer than five years, however, a member may be appointed for more than one term.

Resignations and terminations

A director may resign by signed notice given to the Governor-in-Council. The Chair or Deputy Chair may resign as Chair or Deputy Chair and remain a director.
The Governor-in-Council may, at any time, terminate the appointment of all or any directors of the Board for any reason or none. If a person who is a public service officer when appointed as a director ceases to be a public service officer, the person ceases to be a director.

Director induction

All newly appointed directors will be provided with an appropriate induction. The induction will be facilitated by the Company Secretary. Directors will meet with the representatives of the Board and management (for an induction session) and will be provided materials to assist in the transition to their roles as a director at WorkCover. Directors who are being appointed to serve on other Board Committees will receive additional induction tailored to the Committee’s business as determined by the Chair of that Committee.

Director development

On an annual basis, Directors will approve the Board skills matrix, updating relevant skills and experience where necessary. Where a need for skills development is identified, Directors may seek assistance through the Directors Professional Development policy, for relevant training programs, courses or events that may assist them in carrying out their roles and responsibilities that directly relate to the governance of WorkCover. Any relevant training program or course must be endorsed by the Chair prior to submission to the Company Secretary.

Policy review

This charter is to be reviewed annually in alignment with best practice governance standards and other relevant legislation and obligations. The Charter will be approved by the Board and made available on the intranet and website.

Policy approved by Board: October 2023