Size and Composition

The Board currently comprises of nine non-executive Directors. All non-executive Directors are also independent Directors as defined in Section 7.3 of this handbook.

Tenure

Shareholding Ministers put forward candidates for directorship on all GOC Boards. The Governor in Council appoints Directors on a formal basis for a specified period. Such appointments may end after this period, be extended, or terminated by shareholding Ministers at any time.

Independence

The Board must ensure that the interests of the shareholding Ministers and the public are properly protected and that individual vested interests do not have the opportunity to influence decision making against the interests of the GOC as a whole.

The Board assesses the independence of each Director at least annually and includes this information in the Annual Report. In assessing each Director’s independence, the Board considers the effect of a Director’s business and other relationships and interests from the perspective of both QR and the Director. Materiality is assessed on a case-by-case basis from the perspective of both QR and the relevant Director and considering the individual Director’s circumstances.

For GOCs the issue of independence is most relevant in situations where directors are a material supplier or customer of the GOC or its subsidiaries, or have a material contractual relationship with the GOC or its subsidiaries other than as a director. The key issue is whether the director’s independent judgement is impaired by the material relationship.

QR defines an independent Director as a non-executive Director who:

• within the last three years has not been employed in an executive capacity by QR or a wholly owned subsidiary, 
• within the last three years has not been a principal of a material professional adviser or a material consultant to QR or wholly owned subsidiary, or an employee associated with the service provided 
• is not a material supplier or customer of QR or subsidiary, or an officer of or otherwise associated directly or indirectly with a material supplier or customer 
• has no material contractual relationship with QR or subsidiary other than as a Director of QR 
• has not served on the Board for a period that could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of QR 
• is free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of QR.