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. Cameron Dick MP – Treasurer and Minister for Trade and Investment
    • The Hon. Michael de Brenni MP – Minister for Minister for Energy, Renewables and Hydrogen and Minister for Public Works and Procurement.

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 237KB).

As at January 2020, the Board has established the following Committees and both of these have a charter in place that sets out its role:

Principle 2: Structure the Board to add value 

The CleanCo Board is comprised of six 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 199KB).  

The CleanCo Board Charter (PDF 232KB) 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 332KB).

Conflict of Interest Policy (PDF 199KB) applies to all employees, executives and board members.

CleanCo has a Whistleblower and Public Interest Disclosure and Protection Policy (PDF 397KB) that applies to current and former CleanCo officers, employees, contractors and supplier who wish to report corrupt, illegal or unethical conduct regarding CleanCo activities.

Our Securities Trading Policy (PDF 207KB) and Anti-Bribery and Corruption Policy (PDF 252KB) 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 acknowledges that effective and appropriate risk management is a key element of building and protecting value, achieving CleanCo long term goals and objectives and assuring corporate governance.

CleanCo’s Risk Management Framework is aligned with ISO 31000:2018 and provides for the management of risk in a structured and consistent manner which integrates into all aspects of organisational activities.    The Risk Management Framework is overseen by the Board Audit and Risk Committee, which is responsible for reviewing and monitoring CleanCo’s management of risk in accordance with the Risk Management Framework.  This includes quarterly reporting on risk performance, conformance with the Risk Appetite Statement and gaining assurance annually that the Risk Management Framework is implemented, effective and subject to review and continual improvement.

The Board Audit and Risk Committee is also responsible for oversight of audit, compliance, financial management and reporting, internal controls and insurance. CleanCo undertakes an annual program of risk based internal audits in partnership with an external audit provider. In addition, CleanCo is subject to a program of external audits and reviews, including those conducted by the Queensland Auditors Office. CleanCo works diligently to implement actions in accordance with the findings and recommendation of all audits and reviews through the implementation of a formal audit action process, support by an IT system.

The Board People, Health, Safety and Environment Committee is responsible for supporting the Board in oversight of CleanCo’s risk relating to our people, including their health and safety and recruitment and retention, and management of the environment in which we operate.

CleanCo has commenced a program of works to refresh the Risk Management Framework and uplift risk maturity, including a revision of the Strategic Risk Register and Risk Appetite Statements by the Board.  The program of works relating to our material risks included risk and control reviews in relation to Health and Safety, Environment, Security, Fraud and Corruption and Cyber Security and commencement of the development of sub-frameworks for Security, Cyber Security, Asset Management, Market Trading, Projects, Fraud and Corruption, Natural Hazards and Climate Change.

The Fraud and Corruption Risk assessment forms the foundation of the Fraud and Corruption Control Framework.  In addition, Fraud and Corruption is a standing item in the annual audit plan, along with cyber security.

CleanCo recognises the material risk presented by Climate Change and ESG, and CleanCo’s role in the transition to sustainable energy, and has commenced a program of work to identify and assess the risk and opportunities associated with each of these risk dimensions.

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.