CORPORATE GOVERNANCE

Our governance

CleanCo was established as a government owned corporation (GOC) in December 2018 under the Government Owned Corporations Act 1993 (Qld). CleanCo is incorporated as a public company registered under, and subject to, the Corporations Act 2001 (Cth). The company is currently in an establishment phase. 
 
Shares in CleanCo are held by two shareholding ministers on behalf of the State of Queensland:
 
  • The Hon. Jackie Trad MP – Deputy Premier, Treasurer and Minister for Aboriginal and Torres Strait Islander Partnerships
  • The Hon. Dr Anthony Lynham MP – Minister for Natural Resources, Mines and Energy.

As a GOC, we are committed to acting in accordance with the highest ethical and governance standards. Our governance framework sets out how we conduct our business and fulfill our responsibilities and we are currently putting in place the policies and procedures required to establish best practice governance.

Corporate governance principles

In accordance with the Corporate Governance Guidelines for Government Owned Corporations, Version 2.0, February 2009,  (Guidelines) the Board has adopted the eight corporate governance principles set out in the Guidelines. 

 

We are committed to full implementation of the GOC corporate governance principles and are working to ensure our governance foundations are sound while we are in our establishment phase. CleanCo will finalise implementation of all recommended practices in FY20.

Principle 1: Foundations of management and oversight 

The CleanCo Board is accountable for ensuring an appropriate governance framework is in place for CleanCo, including setting corporate objectives, delegating authority and establishing and monitoring effective governance, risk and compliance management. This is outlined in the Board Charter (PDF 186KB).

The Board intends to establish the following committees:

  • Audit Committee
  • Risk Committee
  • People & Safety Committee.

As at June 2019, the Board has not yet established any board or executive committees as the Board currently consists of only three members. All matters generally dealt with by Board Committee are dealt with by the full Board.

Principle 2: Structure the Board to add value 

The CleanCo Board is comprised of three independent, non-executive directors who have been appointed to the Board of CleanCo by the Governor-in-Council. The Board regularly assesses the independence of directors, and all actual, potential, or perceived conflicts of interest are required to be declared in accordance with our Conflict of Interest Policy (PDF 251KB). 

 

The CleanCo Board Charter (PDF 186KB) requires the Board to conduct an annual self-evaluation of its performance. Independent assessment will be undertaken every 2 years.  The results of the Board evaluation will be provided to shareholding ministers.

  

Principle 3: Promote ethical and responsible decision-making

As a GOC and responsible corporate citizen, we are committed to the highest standards of conduct and ethical behaviour in our business activities. This is embodied through the employee culture we have established and is embedded in many of our corporate policies, including our Code of Conduct (PDF 236KB).

Our 
Conflict of Interest Policy (PDF 251KB) applies to all employees, executives and board members.

CleanCo has a
Whistleblower Protection Policy (PDF 257KB) that applies to current and former CleanCo officers, employees, contractors and suppliers who wish to report corrupt, illegal or unethical conduct regarding CleanCo activities. 


Our
Securities Trading Policy (PDF 249KB) applies to all CleanCo employees or representatives, including senior managers, officers and directors.

Principle 4: Safeguard integrity in financial reporting

CleanCo has a number of formal and rigorous processes that independently verify and safeguard the integrity of our financial reporting. During our establishment phase, our focus is on the establishment of appropriate systems and controls as required by the GOC Act, Corporations Act and best practice governance.

Principle 5: Make timely and balanced disclosure 

We have established a series of arrangements to provide briefings and updates to our shareholding ministers when required or requested, to ensure they are informed about our operations, financial performance and financial position. Further information on reports released by CleanCo can be found under Principle 6.

Principle 6: Respect the rights of shareholders

CleanCo provides regular reports to our shareholding ministers to keep them informed about our business strategy, goals and performance.


These include our Statement of Corporate Intent, Corporate Plan, quarterly reports and annual reports.


CleanCo is subject to the GOC Release of Information Arrangements.
Our Right to Information and Release of Information Policy (PDF 216KB) will demonstrate our compliance with these arrangements.

Principle 7: Recognise and manage risk 

CleanCo is establishing a sound system of risk oversight, management and internal control and is ensuring that this is part of our establishment program. Our risk management framework is based upon ISO 31000:2018 Risk Management Principles and Guidelines and has been designed to identify, assess, monitor and manage risk, and inform shareholding ministers of material changes to CleanCo’s risk profile.

Principle 8: Remunerate fairly and responsibly  

CleanCo is committed to ensuring appropriate accountability and transparency in relation to remuneration. When setting remuneration, we endeavour to ensure a balance between public accountability, GOC requirements and transparency and the need to attract and retain high quality employees from competitive labour markets.

CleanCo directors receive set fees as determined by the Governor-in-Council and do not receive performance based remuneration.