Committees
Board Committees
Board committees operate to assist the Board to oversee and monitor certain policies and controls within the QIC Governance, Risk Management and Compliance (GRC) framework.
For the purposes of s190(2) of the Corporations Act, the Board is of the opinion that each existing Board committee is reliable and competent to exercise the power delegated to them by the Board.
Committee membership is determined based on individual skill and experience. Each committee has a formal charter and generally meets at least quarterly. The Chief Executive attends all Board and committee meetings. Upon request, other senior executives and managers are invited to attend.
The Audit & Risk Committee, comprising Bronwyn Morris (Chair), Lyn Gearing, Bradley Bowton, Ken MacDonald and Grant Murdoch, supports the Board by reviewing matters relevant to QIC’s operations, including monitoring the controls that safeguard the integrity of QIC’s financial reporting and compliance with tax and other regulatory obligations. The committee considers the GRC framework and monitors its relevance to QIC’s current risk exposures, the risk appetite statement and future risk strategy. The committee also monitors internal and external audit functions.
The committee aims to ensure that financial controls and systems address key business risks and are of a high standard. All members have significant experience in the accounting, legal, financial services, management consulting and superannuation sectors.
Internal Audit provides management and the QIC Board with an independent risk-based examination of controls operating within QIC and advises on any remedial action required. The committee monitors and considers reports from internal audits and monitors any resulting remedial action. The scope of Internal Audit is driven by a risk-based assurance framework, which includes key business activities across all divisions. Ernst & Young provides the internal audit services to QIC and was appointed as internal auditor for a three-year term (with an option to extend following a detailed tender process). This engagement was extended for an additional one-year period to 30 June 2012.
The Auditor-General of Queensland is the external auditor of QIC Limited and its controlled entities in accordance with the Auditor-General Act 2009. The Auditor-General of Queensland has also been appointed as the external auditor on a number of trusts in accordance with the respective trust deed or on a by-arrangement basis. KPMG has been appointed as external auditor of a number of trusts within the QIC Private Capital investment structure expiring with the audits relating to the year ended 30 June 2012.
The committee considers external audit reports and management letters, and monitors management’s response to these reports. The committee periodically meets separately with the internal and external auditors in the absence of management. The auditors are also permanent invitees to Audit & Risk Committee meetings.
The committee has specific policies relating to the oversight and management of internal and external auditors’ independence. Internal and external auditors are not permitted to provide services where the auditors have a mutual or conflicting interest with QIC, are in a position where they audit their own work, function as management of QIC or have their independence impaired or perceived to be impaired in any way. Both the internal and external auditors are required to comply with QIC’s Auditor Independence Policy and provide an annual explicit declaration of independence to the committee.
In performing its functions, the committee provides recommendations to the Board on the risk tolerance, risk framework and policies relevant to managing specific risk sectors within QIC’s GRC framework.
The committee also considers issues and audit programs relevant to reviewing the effectiveness of the design and operation of QIC’s GRC framework including internal controls.
The HR & Remuneration Committee, comprising Ken MacDonald (Chair), Maurice Newman, Peter Young, David Usasz and Doug McTaggart, considers matters relating to human resource management policies and practices, including staff remuneration, performance management, occupational health and safety, organisational structure and design and succession planning at the senior executive level and for other business-critical roles.
Other Committees
QIC’s Chief Executive is Chairman of two standing committees, which ensure the integrated and efficient management of QIC:
- The Executive Leadership team (ELT) consists of the Chief Executive and the senior executives. It is a forum to address strategic corporate issues and provides assistance and advice to the Chief Executive, the Chairman and the Board.
- The Program Management Office Executive Committee is a working committee of the ELT. The committee and its sub-committees, with defined delegations of authority, manage QIC’s portfolio of projects and ensure efficient allocation of internal resources across a wide range of projects, consistent design and review methodology and assessment of project outcomes.
QIC has the following management committees to support the Board:
- The Valuation Committee reports to the Audit & Risk Committee and is responsible for the QIC Group Investment Valuations Policy, investigating and resolving valuation discrepancies and issues and monitoring the assurance framework adopted for valuing investments.
- The Financial Statements Review Sub-Committee supports the Audit & Risk Committee in satisfying its charter in relation to financial reporting. It does this by undertaking the financial statements review process for specific QIC entities and fulfilling a review function for the Audit & Risk Committee in relation to those financial statements.
- The Boutique Debt Committee reviews current facilities and future debt requirements within QIC products to ensure debt facilities are managed prudently and in an efficient manner. The committee continuously monitors and reviews, where appropriate, changes to the Board-approved Debt Governance Policy and Product Debt Management Guidelines. The Audit & Risk Committee monitors compliance with the Debt Management Guidelines.
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