Corporate Governance

The Board of TCorp is committed to high standards of performance, accountability, ethical behaviour and corporate governance.

Approach

The Board of TCorp is committed to high standards of performance, accountability, ethical behaviour and corporate governance.

Role of the Board

The Board, constituted by the Treasury Corporation Act 1983, is to direct management in achieving the TCorp mission and to fulfil the annual agreement between the Board and the NSW Treasurer as set out in the Statement of Business Intent. The Board’s primary responsibilities and corporate governance functions include:

• providing strategic direction and reviewing corporate strategy;
• identifying the principal risks of TCorp’s business and monitoring the risk management processes through rigorous inquiry;
• determining an appropriate policy regime to control those risks within a risk spectrum acceptable to the NSW Government;
• regularly measuring financial performance against the Board-approved annual budget;
• monitoring the conduct and the performance of TCorp and its senior management; and
• overseeing management’s succession plans.

Role of management

The Board has established a policy that documents the roles of the Board and the Chief Executive.
The Chairman of the Board is independent of the role of the Chief Executive.

Board composition, size and appointments

The Board consists of:

• two ex-officio members from NSW Treasury;
• the Chief Executive, appointed by the Governor on the recommendation of the NSW Treasurer; and
• five non-executive directors, appointed by the Governor for a specified term on the recommendation of the NSW Treasurer.

The Chairman of the Board is the Secretary of NSW Treasury and the other member from NSW Treasury holds the position of Deputy Chairman.

Conduct of Board business

The Board normally holds at least 12 board meetings each year, and will meet whenever necessary to carry out its responsibilities. The Board has established a policy and a Code of Conduct in relation to how it conducts Board business. The Board aims not only to comply with the requirements set out in the Treasury Corporation Act 1983, but also to incorporate practices commonly required by entities regulated by the Corporations Act 2001 (Cth). The Board recognises that corporate governance is not an aspect of business that can be put in place and then forgotten; rather, it involves continuing review and improvement, keeping track of industry trends and, after consideration and where appropriate, embracing them. Board discussions, deliberations and decisions that are not required to be publicly disclosed are kept confidential by directors.

Conflicts of interest

Directors must monitor and disclose any actual or potential conflicts of interest as these arise. The Treasury Corporation Act 1983 requires any director who has a pecuniary interest in a matter being considered or to be considered by the Board to declare the nature of the interest. These declared interests are recorded in a publicly available register. Unless the NSW Treasurer determines otherwise, the director is required not to attend at the Board or to take part in decisions about matters relating to declared pecuniary interests.

Committees

TCorp has two Board committees that assist in decision-making, oversight and control; their contributions enable the Board to focus on strategy, planning and performance enhancement.

Audit Committee

The Audit Committee acts as an advisory body to the Board on issues relating to internal and external audit, financial reporting, operational risk management and other accountabilities. The objectives of the Audit Committee are determined by the Board and codified in a charter. Consistent with best practice, all members of the Audit Committee are non-executive directors. The Audit Committee’s primary responsibilities are to:

• provide an avenue for communication between auditors (internal and external), management and the directors of TCorp;
• report to the Board on whether the frameworks used by management for risk management, legal and regulatory compliance and internal controls are suitable and adequate for the needs of the business;
• report to the Board on whether the annual financial statements to be presented to the external auditors have been prepared with care, and to ensure that all relevant information is disclosed and that appropriate accounting policies have been applied; and
• report to the Board on the implications of any significant changes in accounting policies.

The Audit Committee meets regularly – a minimum of four times a year. The internal and external auditors and other Board members have standing invitations to attend these meetings and to discuss issues with management.

Human Resources Committee

The Human Resources (HR) Committee acts as an advisory body to the Board on issues relating to TCorp’s human resources policies. The role of the HR Committee is to assure the Board that effective plans are in place to underpin continuous improvement in the return on TCorp’s investment in people.

Attendance at Board and Board committee meetings

1 July 2006 – 30 June 2007

	Board			Audit Committee			HR Committee
Board members	Held	Attended		Held	Attended		Held	Attended
John Pierce Chairman	13	9
Kevin Cosgriff (1) (2) Deputy Chairman	9	8					3	3
Kerry Schott (3) Deputy Chairman	1	1
Cristina Cifuentes (4)	13	11		6	5
Michael Cole (1)	13	11					5	5
Bruce Hogan (4)	13	11		6	6
Stephen Knight (5)	13	13		6	6		5	5
Hon Andrew Rogers (4)	13	13		6	6
Hon Alan Stockdale (1)	13	13					5	5

 

(1) Member of Human Resources (HR) Committee.

(2) Mr Cosgriff was appointed 3 October 2006.

(3) Dr Schott resigned 4 August 2006.

(4) Member of Audit Committee.

(5) Observer at both Audit Committee and HR Committee meetings.