1. The Role of the Board

The Board charter sets out the role, composition and responsibilities of the Board of QR. The individual powers and duties of Directors are set out in the Government Owned Corporations Act 1993 (the GOC Act). Under Section 92 the Government Owned Corporations Act 1993 (the GOC Act) the role of the Board is defined to include: 

• responsibility for QR’s commercial policy and management;
• ensuring that, as far as possible, QR achieves, and acts in accordance with, its Statement of Corporate Intent and carries out its objectives outlined in the Statement;
• accounting to QR’s shareholders for QR’s performance as required by the GOC Act and other laws applying to the GOC; and
• ensuring that QR otherwise performs its functions in a proper, effective and efficient way.      

The Board delegates responsibility for the day-to-day management of QR to the CEO, but retains responsibility to its shareholders for the overall strategy, governance and performance of QR.

2. Membership

2.1 Size and Composition

The Board is currently comprised of nine (9) non-executive Directors. All non-executive Directors are also independent Directors as defined in Section 2.3 of this Charter. 

2.2 Tenure 

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

2.3 Independence 

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 will consider 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 having regard to the individual Director’s circumstances. 

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

1. within the last three years has not been employed in an executive capacity by QR or another group member, or been a Director after ceasing to hold any such employment;
2. within the last three years has not been a principal of a material professional adviser or a material consultant to QR or another group member, or an employee associated with the service provided; 
3. is not a material supplier or customer of QR or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
4. has no material contractual relationship with QR or another group member other than as a Director of QR;
5. has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of QR;
6. is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of QR.  

The Board may determine that a Director is independent notwithstanding the existence of a relationship of the kind referred to above. However, the Board will state the reasons for making its determination in such a case.

2.4 Director Induction

All new Directors appointed to the Board undertake a formal induction program coordinated by the Company Secretary to assist them in fulfilling their duties and responsibilities. 

Management will conduct presentations and sessions for Directors as appropriate, regarding QR and the factors impacting or likely to impact on its business to assist Directors in gaining a broader understanding and knowledge of QR. 

Should a new Director be appointed to one of the Board Committees, he/she will also have a briefing with the Chairman of that Committee within the initial induction program timeframe, and prior to the next Committee meeting. 

2.5 Director Development 

Ongoing professional development of every member of the Board is important, particularly given the complex and changing environment in which QR operates. The Board is committed to the expenditure of an annual approved budget for ongoing development of all Directors – an amount determined by the Board each year. It is expected that each Director will take personal responsibility for his/her own continuous learning and upgrading of skills as a director to contribute to the high standards of the Board of QR.

3. Meetings

3.1 Times and Places of Meetings

Board meetings are held on a regular basis, as determined annually in advance by the Board. Board meetings are usually held in Brisbane although the Board does try to schedule meetings in regional areas at least once or twice per year.

The Chairman can convene a special meeting at any time and is required to convene a meeting when requested by five (5) Directors. 

Board meetings may be held using any technology consented to by each Director. 

3.2 Resolutions

Decisions of the Board and its Committees may be made: 

(a) at a duly called and constituted meeting; or 

(b) by written resolution where a majority of Directors sign a document containing a statement that they are in favour of a resolution. The resolution is taken to have been passed on the day on which the document is signed or, if the Directors do not sign it on the same day, the day on which the last of the Directors constituting the majority signs the document. 

3.3 Agenda for Board Meetings

Board meetings follow a set Agenda. Items included on the Agenda are management submissions and information papers, presentations and general business. Items from a rolling Agenda (matters that need to be considered by the Board on a regular basis eg Budgets, Annual Report, Quarterly Report to Shareholding Ministers), are also inserted onto the Agenda as required. 

The Agenda is drafted by the Company Secretary, reviewed by the Chief Executive Officer and then approved by the Chairman. Directors may suggest items for inclusion on the Agenda, via the Chairman. 

The Chief Executive Officer, Chief Operating Officer, Chief Finance Officer, Company Secretary and Assistant Company Secretary attend Board meetings by standing invitation (except the non-executive discussion) unless otherwise requested by the Board. Other Senior Executives and senior managers from within QR attend Board meetings as requested by the Board to discuss specific Submissions or Information Papers, or to make presentations to Directors on particular issues.

External parties, such as the Minister for Transport and Minister for Main Roads or the Auditor-General, may also attend Board meetings at the invitation of the Board. 

3.4 Board Papers

Board Papers are forwarded to Directors at least five (5) days prior to a Board meeting. 

3.5 Conduct at meetings

All Directors are expected to attend Board and Committee meetings and have a duty to question, request information, raise any issue, fully canvass all aspects of any issue confronting the organisation, and cast his/her vote on any resolution according to his/her own decision. However, outside the Boardroom Directors will support the letter and spirit of Board decisions in discussions with all external stakeholders. They will keep confidential all Board discussions and deliberations, and documentation. 

Directors will disclose to the Board actual or potential conflicts of interest and take all necessary action to avoid any such conflict of interest or improper use of his/her position.

4. Quorum

At a meeting of the QR Board a quorum constitutes half the number of Directors on the Board or, if that number is not a whole number, the next higher whole number. For the current Board, the quorum is five (5) Directors (excluding any Director who has a conflict of interest). 

Questions are decided by a majority of the votes of the Directors present and voting at a meeting. 

The Chairman presiding at the meeting has a casting vote.

5. Minutes

Minutes are prepared for each Board Meeting. 

Minutes and Matters Arising are drafted within three business days of each Board meeting. Following review by the Chairman the Minutes are circulated to Directors (for confirmation at the next Board meeting) and the Matters Arising are issued to Management for follow up.

6. Role of the Chairman

The Chairman is appointed by the Governor in Council. 

The Chairman’s principal responsibility is to ensure that the Board fulfils its obligations under this Charter and as required under relevant legislation. 

The role of the Chairman also includes: 

• Approving the agenda for Board meetings in consultation with the Chief Executive Officer and the Company Secretary.
• Ensuring that the Board has the necessary information to ensure effective decision-making. 
• Directing Board discussions so that there is an effective use of time and that critical issues are discussed. 
• Developing and maintaining an ongoing and productive relationship with the Chief Executive Officer. 
• Guiding the ongoing development of the Board as a whole and of directors individually. 
• Chairing Board meetings. 
• Being the spokesperson, in conjunction with the Chief Executive Officer, for QR to external stakeholders including the media, where appropriate (or the Shareholding Ministers where this is more appropriate). In this respect the Chairman has a role to play in the overall public relations and corporate image function of QR.
• Being the major point of contact between the Board and the Chief Executive Officer. This includes an agreed requirement that the Chairman is kept fully informed by the Chief Executive Officer of current events, on all matters that may be of interest to Directors. 
• Regularly reviewing with the Chief Executive Officer progress on important initiatives and significant issues facing QR. 
• Providing mentoring for the Chief Executive Officer. The Chairman is also responsible for leading the annual performance review of the Chief Executive Officer and providing feedback resulting from such a review. The Chairman works through the Remuneration and Succession Committee in respect to this performance review. 
• Leading and conducting the annual process of Board and Director Evaluation. 
• Attending all or any Board Committee meetings either as a member of these Committees or in an ex officio capacity. 
• Initiating and leading the strategic planning process for the Board including interaction with the Chief Executive Officer and senior management in this process. 
• Keeping the Shareholding Ministers informed, on behalf of the Board, in accordance with the requirements under the Government Owned Corporations Act 1993. In addition, providing regular liaison through meetings or informal contact with the Shareholding Ministers to the extent agreed and required with these Ministers. This may include the provision of advice or information on any immediate or critical issues that may arise that would be of concern to the Shareholding Ministers outside any regular meeting cycle that the Chairman and Shareholding Ministers conduct.    

7. Role of the CEO

7.1 Overview 

The Chief Executive Officer, together with the senior management team, is responsible to the Board for the implementation of strategy and overall the management and performance of QR. 

The Chief Executive Officer is responsible for maintaining an open and honest relationship with the Chairman and keeping both the Chairman and Directors well informed. 

The Chief Executive Officer manages the organization in accordance with the strategy, business plans and policies approved by the Board to achieve the goals and objectives included therein. The Chief Executive Officer’s performance is assessed in light of the achievement of those goals and objectives. 

7.2 Appointment and Termination

The Chief Executive Officer (along with all other Senior Executives of QR) is appointed by the Governor in Council on the recommendation of the QR Board and holds office on the terms of appointment determined by the QR Board. 

The QR Board for any or no reason may terminate the appointment of the Chief Executive Officer or the Chief Executive Officer may resign by providing written notice to the Chairman of the Board in accordance with his/her contract. 

7.3 Role of the Chief Executive Officer

The CEO’s specific duties are to: 

• develop and obtain Board endorsement for medium and long term goals and strategies which improve shareholder value; 
• develop and maintain an effective organisational structure, which supports individuals/team accountability; 
• implement financial planning, budgeting and reporting processes to ensure that the performance of QR can be monitored and reviewed; 
• ensure QR’s compliance with its obligations pursuant to any relevant legislation including the Transport Infrastructure Act 1994, Government Owned Corporations Act 1993 and the Workplace Health & Safety Act 1995 and regulations made thereunder; and 
• provide overall direction for QR to ensure the availability of technical, financial and people resources to achieve agreed objectives.     

The CEO also has delegated authority as set out in the Instrument of Delegation approved by the QR Board.

8. Role of the Company Secretary

8.1 Role of the Company Secretary

The Company Secretary is responsible for facilitating QR’s corporate governance processes and providing general advice to the Board of Directors. The Company Secretary holds primary responsibility for ensuring that Board processes and procedures run efficiently and effectively and provide an effective interface between the QR Board and QR management. 

The Company Secretary is appointed by, reports to and holds office on such terms and conditions as the Board may determine. Other persons may be appointed as Acting Company Secretary or as an additional Company Secretary. 

The Company Secretary may also have a direct reporting line to the Chief Executive Officer for operational issues, e.g. Corporate Counsel. 

8.2 Responsibilities of the Company Secretary 

Specific tasks for which the Company Secretary shall be responsible include: 

• ensuring that the Agenda and papers are prepared and forwarded to Directors as approved by the Chairman before each Board, Committee or Subsidiary meeting; 
• ensuring the recording, maintaining, safe custody and distribution of minutes of all Board, Committee and subsidiary meetings and following up matters arising from such meetings; 
• maintaining minute books and papers and overseeing the safekeeping of the QR and subsidiary seals, seal registers and power of attorney registers;
• overseeing the setting up of QR subsidiaries or joint ventures; 
• overseeing the induction of new Directors and co-coordinating ongoing professional development and training requirements for Directors; 
• providing general advice to Directors on individual Director liability and corporate governance issues effecting the Board, Committees or Subsidiaries. To this end the Company Secretary may from time to time, at his or her discretion in consultation with the Chairman, seek legal advice to support his or her advice to the Board; 
• liaising with the Chief Executive Officer and other Senior Executives from time to time on corporate governance issues for QR; 
• keeping personally up-to-date and fully informed on any legislative changes or other issues, and advising the Board accordingly. This includes the requirement to be familiar with the Government Owned Corporations Act and the Statement of Corporate Intent and Corporate Plan, as well as all Commonwealth and State legislation of relevance to the QR Board; and 
• overseeing and ensuring adequate administrative support and any other services the Chairman may require.    

9. Board Responsibilities

Overview

The Board is responsible to its shareholders for QR’s strategic direction, governance and performance of QR. More specifically, the responsibilities of the Board include the following: 

• Formulating strategy at a high level in participation with the Chief Executive Officer and Senior Executives;
• Ensuring procedures are in place for best practice corporate governance.
• Approving QR Policies and Board Directives under the QR Governance and Management Framework.
• Delegating the Board’s powers to the Chief Executive Officer, as appropriate.
• Approving the appointment and termination of the Chief Executive Officer (CEO) and making recommendations to the Governor in Council as appropriate.
• Reviewing and approving quarterly reports and annual financial statements and monitoring financial results on an ongoing basis.
• Reviewing and approving QR’s annual operating budget and annual capital investment program.
• Making a dividend recommendation to Shareholding Ministers. 
• Approving the employee Code of Conduct.    

Compliance 

The QR Board and management are committed to the issue of compliance and to ensuring that there is an effective compliance program in place to ensure QR complies with laws, regulations, codes and QR policies. 

The role of the QR Board’s Audit & Risk Management Committee includes the review and monitoring of QR’s compliance program. QR’s Chief Risk Officer, a member of QR’s Senior Executive, has been charged with the responsibility of overseeing compliance in QR. 

Risk Management 

The QR Board has established an Audit & Risk Management Committee to oversee the establishment and maintenance of a system of risk management in QR. The Committee charter includes responsibility to oversee the establishment and maintenance of a system of risk management and to monitor the effectiveness of this system. The Committee is regularly informed about steps being taken to mitigate all high level or extreme risks on an ongoing basis. 

The QR Board also requires that any proposals or submissions requiring Board approval contain an assessment and detailed analysis of risk posed by the project. Such submissions should also include recommendations on minimizing risk should the proposal be adopted by the Board at any time. The Board will reject any such proposal or submission requiring its decision without any appropriate risk assessment being included. 

Relationship with State

The QR Board is responsible for:

• Overseeing compliance by QR of any formal directions issued by the Shareholding Ministers under the GOC Act or policies issued by the Shareholding Ministers, which QR is required, or has undertaken, to comply with. 
• Approving Quarterly Reports to Shareholding Ministers as required under Section 130 of the GOC Act.
• Approving the Corporate Plan and Statement of Corporate Intent submitted to the Shareholding Ministers pursuant to Part 7 and Part 8 of the GOC Act. 
• Approving the Annual Report each Financial Year.
• Keeping the Shareholding Ministers informed about QR’s operations, financial performance and financial position as required under Section 133 of the GOC Act.    

QR’s major KPIs are set out in QR’s Statement of Corporate Intent (SCI) and Corporate Plan, and approved by the Board prior to being submitted to Shareholding Ministers for approval in April each year. An update on QR’s progress with respect to these Key Performance Indicators is included in the Quarterly Report to Shareholding Ministers presented to Directors for approval on a quarterly basis.

Organisational Development 

The QR Board has responsibility for approving the appointment and termination of the Company Secretary, Chief Internal Auditor and other Senior Executives of QR (in consultation with and upon the recommendation of the Chief Executive Officer) and making recommendations to the Governor in Council as appropriate.

The QR Board approves the standard form contract of Senior Executive and Executive contracts and approves performance payments paid to the Chief Executive Officer and Senior Executives. 

The QR Board approves any major changes in existing arrangements to employment conditions of QR employees.

10. Relationship between Board and Management

Subject to formal delegations of authority, the Board delegates general responsibility for the operation and management of QR to the CEO and senior management team. 

Management is accountable to the Board and fulfil this responsibility through the provision of reports, briefings and presentations to the Board on a regular basis throughout the year. 

Directors have access to senior management through the Chairman, CEO or Company Secretary at any time. In addition to regular attendance by senior management to Board meetings, Directors may seek briefings from senior management on specific matters.

11. Committees

The Board may from time to time establish appropriate Committees to assist it to focus on specific areas of responsibility in greater detail than is possible for the Board as a whole. These Committees report to the Board and make any necessary recommendations. 

The QR Board has four (4) Board Committees:

• Audit & Risk Management
• Remuneration and Succession
• Business Strategy
• Freight Business Strategy    

Each Committee has its own Charter which sets out the role and responsibilities as well as the administrative functions of the Committee. 

Board Committees have very limited delegated authority from the QR Board and exist predominantly to provide recommendations to the Board on issues within the purview of the respective Committee. 

A review of each Committee’s membership and an evaluation of Committee performance is undertaken by the Board on an annual basis.

12. Declaration of Interests

Sections 134 - 135 of the GOC Act set out the statutory requirements in relation to disclosure of interests by a Director and voting by an interested Director. 

In addition, disclosures of interests made by Directors at the time of their appointment or during the course of their term with QR are included in the Board papers and are considered at the commencement of each Board meeting so as to ensure that Directors’ advise of any conflicts or potential conflicts prior to the consideration of Board papers.

13. Code of Conduct

Directors of QR follow the Code of Conduct outlined below:

A Director must act honestly, in good faith and in the best interests of QR as a whole.
A Director should devote adequate time and expertise to QR’s activities.
A Director must use his/her powers of office for a proper purpose and in the best interests of QR as a whole. 
A Director must recognise that his/her primary responsibility is to QR’s shareholders as a whole but should, where appropriate, have regard to the interests of all stakeholders of QR. 
A Director must not make improper use of information acquired as a Director. 
A Director must not take improper advantage of his/her position as a Director. 
A Director must not allow personal interests, or the interests of any associated person, to conflict with the interests of QR. 
A Director has an obligation to be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness and commercial reasonableness of all decisions taken by the Board of Directors. 
A Director shall make reasonable enquiries so as to ensure that QR is operating efficiently, effectively, and legally towards achieving its goals. 
Confidential information received by a Director in the course of the exercise of his or her directorial duties remains the property of QR or the company or person from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by QR or the company or person from whom the information is provided, or is required by law. 
A Director shall not engage in conduct likely to bring discredit upon QR. 
A Director shall direct all questions of management through, or as agreed with, the Chief Executive Officer. The Chairman should be made aware of any such questions. 
A Director has an obligation to publicly support QR and decisions of the Board. 
A Director has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and with the principles of the QR Governance Charter. 

The QR Code of Conduct applicable to the Chief Executive Officer, Senior Executive and all QR employees also applies to the QR Board.

14. Acess to Independant Professional Advice

The Board has the authority to conduct or direct any investigation required to fulfill its responsibilities and has the ability to retain, at QR’s expense, such legal, accounting or other advisers, consultants or experts as it considers necessary from time to time to perform its duties. 

Each Director has the right to seek independent professional advice at QR’s expense, subject to prior approval of the Chairman. 

All Committees of the Board have access to independent advice on this basis.

15. Evaluating Performance

The Board of QR conducts a review of the skills around its Board table, and identifies any skills that may be required in the future. Whilst the Board itself does not have direct input into the selection of suitable Directors it is acknowledged that Shareholding Ministers take skill requirements into account when appointing Directors. 

The Board of QR undertakes an annual Board evaluation with the aim of achieving and maintaining corporate governance best practice. The purpose of this evaluation is to assess the Board as a group, and each individual Director. A whole of Board evaluation is usually scheduled during the latter part of each year, along with individual sessions between the Chairman and each Director. In addition, from time to time an external consultant may be engaged to assist with the evaluation and review of Board performance.