Board committees operate to assist the Board to oversee and monitor certain policies and controls within the QIC governance, risk 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 it by the Board.
Committee membership is determined by individual skill and experience. Each committee has a formal charter and generally meets at least quarterly. The Chief Executive and Company Secretary attend all Board and committee meetings. Upon request, other senior personnel are invited to attend.
The primary responsibility of the Audit Committee is to support the Board by overseeing and monitoring:
Through its regular reporting cycle, the Committee receives assurance from senior management about QIC’s compliance with its financial and tax obligations.
The Committee has established a management Financial Statements Review Sub-Committee for the purposes of providing subject matter expertise and challenge to the financial statements review process.
In addition, an annual valuations workshop is held to oversee QIC’s asset valuation practices. The purpose of the annual valuations workshop is not to re-interrogate the metrics of applicable valuations, but rather to ensure the processes applied in the course of asset valuations is sound and appropriate.
The Auditor-General of Queensland is the external auditor of QIC and its controlled entities in accordance with the Auditor-General Act 2009 (Auditor General Act). The Auditor-General of Queensland has also been appointed as the external auditor for a number of QIC’s investment trusts on a by-arrangement basis or in accordance with the Auditor General Act where that trust meets the definition of a public sector entity. KPMG has been appointed as external auditor for a number of companies and trusts within the QIC Private Capital investment structure. The Audit Committee considers external audit reports and management letters and monitors action by management in respect of these reports. The Audit Committee periodically meets separately with QIC’s external auditors who are also regular invitees to Audit Committee meetings.
The primary responsibility of the Risk Committee is to oversee the company-wide risk management practices to assist the board in overseeing:
Through its regular reporting cycle, the Committee receives assurance from senior management that QIC’s GRC Framework is operating as designed.
The Committee works in parallel with the HR & Remuneration Committee in relation to compliance and risk oversight of work health and safety and any non-compliance with the Code of Conduct and Ethics.
The Committee has established the management Risk & Compliance Sub-Committee (RACSC) for the purpose of providing subject matter expertise and challenge to the GRC Framework. For clarity however, valuation-related matters as overseen by the RACSC are reportable to the Audit Committee. The RACSC is chaired by the Chief Risk officer, with a standing invite open to members of the Risk Committee.
The Committee will ensure the GRC Framework is subject to a comprehensive review by internal audit to validate its appropriateness, effectiveness and adequacy at least once every three years.
QIC has appointed Deloitte to provide internal audit services and provides Deloitte with direct, unfettered access to the Board and with a reporting line direct to the Risk Committee. The Board, in consultation with the Risk Committee, approves the annual internal audit program, which adopts a risk-based approach to provide assurance over risk management and control activities across QIC. The results of internal audit reviews are reported to both the Risk Committee and management, who are held accountable for ensuring that recommendations made by our internal auditors are actioned. QIC’s policies and procedures are supplemented by the internal audit program, which provides assurance over the design and implementation of key controls, including controls that have been established to monitor risks and compliance obligations. The internal auditor is independent and acknowledges this independence annually as required by the QIC Auditor Independence Policy.
The HR & Remuneration Committee considers matters relating to human resource management policies and practices, including staff remuneration, performance management, workplace health and safety, organisational structure and design and succession planning at the senior executive level and for other business-critical roles.
QIC’s Chief Executive is Chairman of the Executive Committee which consists of the Chief Executive and the senior executives, with members of the Asset Management Group attending as required in an advisory capacity. It is a forum to address strategic corporate issues, including major projects and change management, and provides assistance and advice to the Chief Executive, the Chairman and the Board.
QIC has established two management committees to focus on service delivery excellence:
QIC also has the following management committees to support the Board: