Organisational Structure

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For the year ended 30 June 2016

Shareholding Ministers

  • Treasurer, Minister for Aboriginal and Torres Strait Islander Partnerships and Minister for Sport

    The Hon. Curtis Pitt MP

  • Minister for Main Roads, Road Safety and Ports and Minister for Energy, Biofuels and Water Supply

    The Hon. Mark Bailey MP

  • Board of Directors

    • Mr Brad Fish
    • Mrs Annabel Dolphin
    • Mr Stephen Golding
    • Mr Kasper Kuiper
    • Mr Peter Tait
    • Mr Craig Walker
  • Audit and Financial Risk Management Committee

    • Mr Peter Tait
    • Mr Brad Fish
    • Mrs Annabel Dolphin
    • Mr Kasper Kuiper
  • Corporate Governance and Planning Committee

    • Mr Stephen Golding
    • Mr Kasper Kuiper
    • Mr Peter Tait
    • Mr Craig Walker
  • Human Resources and Industrial Relations Committee

    • Mr Stephen Golding
    • Mr Kasper Kuiper
    • Mr Peter Tait
    • Mr Craig Walker
  • Chief Executive Officer

    • Mr Steve Lewis
  • Chief Operations Officer

    • Mr Jeff Stewart-Harris
      • Port Operations
      • Marine Pilotage
      • Commerce and Trade
      • Administration
  • General Manager Engineering and Development

    • Dr Rochelle Macdonald
      • Port Development and Major Projects
      • Maintenance
      • Health and Safety
      • Asset Management and Optimisation
      • Engineering and Maintenance Services
  • Chief Financial Officer

    • Mr Bernie Wilson
      • Information Services
      • Finance
      • Business Improvement
      • Risk and Assurance
      • Administration
  • Director Legal, People and Governance

    • Mr Peter Sinnott
      • Human Resources
      • Legal
      • Records Management
      • Company Secretariat
  • Director Sustainability and External Relations

    • Mr Gary Campbell
      • Planning
      • Environment
      • Sustainability
      • Cultural Development
      • External Affairs

Executive Team

  • Steve Lewis

    Chief Executive Officer

    MBA, BBus (Fin Mgt and Economics), GAICD, AAIM, FCILT

    Skills and experience: Mr Lewis joined NQBP as Chief Executive Officer in July 2014 with extensive knowledge of Australian ports, having previously served as the Port of Dampier’s CEO for 11 years. He has had more than 33 years of involvement within the transport sector including as a member of Federal and State committees on transport.

    Mr Lewis is strongly focused on business development, customer service and operational efficiency. He is a Director on the Board of Ports Australia, a fellow of the Chartered Institute of Logistics and Transport and is a graduate of the Australian Institute of Company Directors.

  • Jeff Stewart-Harris

    Chief Operations Officer

    MBA, BBus, Assoc Dip Health Surv, FLGMA, FAIM, GAICD

    Skills and experience: Mr Stewart-Harris joined NQBP upon its inception in July 2009, having served as the CEO of Mackay Ports Limited since May 2007. Joining the port sector after 20 years’ experience in chief and senior executive roles in local government, he has a strong interest in regional and economic development and is a member of the Diversify Mackay Leadership Alliance.

    Responsibilities: Mr Stewart-Harris oversees the key revenue-producing business activities of NQBP covering Operations, Pilotage and Commerce and Trade. He provides high level leadership through strategic planning, organisational development, change management, consultative and business improvement processes.

  • Rochelle Macdonald

    General Manager Engineering and Development

    BSc (hons), MEM, PhD, GAICD, PLD

    Skills and experience: Dr Macdonald joined NQBP in January 2016. She is a Specialist Port Development Strategist and Environmental Engineering Geologist. Prior to joining NQBP, Dr Macdonald was Director of Strategy and Development at the Dampier Port Authority where she was responsible for assembling and directing a professional team focused on the development of Port of Dampier, Port of Ashburton, Port of Anketell and Port of Cape Preston East, and success of infrastructure projects, including Wheatstone, Pluto and Gorgon.

    Responsibilities: Dr Macdonald leads the Engineering and Development Department and provides senior engineering, asset management, maintenance, port development and safety expertise to NQBP. She ensures that the engineering and development work of the department is of a high standard, properly managed, technically robust, and is delivered in a cost-effective manner. She drives innovation, continuous improvement, and the pursuit of cost-effective service delivery for internal and external clients.

  • Bernie Wilson

    Chief Financial Officer

    BBus, CPA, MAppFIN

    Skills and experience: Mr Wilson joined NQBP in February 2011. He has held a number of senior financial roles with Queensland Treasury Corporation, Brisbane City Council, Queensland Rail and QR Network. He is a graduate of the Australian Institute of Company Directors and a member of the Finance and Treasury Association.

    Responsibilities: Mr Wilson is responsible for developing and driving the strategic financial direction for NQBP to ensure the organisation is structured for success. He oversees the Finance, Information Communication Technology and Risk Management and Assurance functions within NQBP.

  • Peter Sinnott

    Director Legal, People, and Governance

    B.Com, LLB (Hons), MFM, FGIA, FCIS

    Skills and experience: Mr Sinnott joined NQBP in 2012. Prior to this, he was Legal Director at Rio Tinto Alcan and holds more than 20 years’ experience in private practice and corporate in-house roles, specialising in commercial and corporate law. He is a Fellow of the Governance Institute of Australia.

    Responsibilities: Mr Sinnott is responsible for the corporate governance functions at NQBP, including the provision of company secretarial support to the Board, as well as responsibility for the management of NQBP’s legal issues. He also directs and manages Human Resources, Industrial Relations and Records.

  • Gary Campbell

    Director Sustainability and External Relations

    BBus

    Skills and experience: Mr Campbell joined NQBP in 1996. Before that time he was a journalist and newspaper editor and has worked in Government major infrastructure roles, developing all of agency engagement policy and as part of project planning teams. In NQBP, his roles have spanned media management, community engagement, stakeholder and government relations and major project approvals and planning. He is a Director on the national Board of the International Cargo Handling Coordination Association (ICHCA) Australia Limited.

    Responsibilities: In his current role Mr Campbell has executive responsibility for sustainability, environment, planning, indigenous relations and external affairs. As part of the role, Mr Campbell liaises with all levels of government, ensuring strategic and policy issues associated with major projects delivery, port operations and planning are proactively coordinated and addressed and business opportunities are developed which maximise outcomes.

Corporate Governance Statement

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Corporate Structure

NQBP is a Government Owned Corporation (GOC) incorporated under the Corporations Act 2001 and subject to the requirements of the Government Owned Corporations Act 1993 (GOC Act). Ports Corporation of Queensland Limited (PCQ) and Mackay Ports Limited (MPL) are companies incorporated under the Corporations Act and are also subject to the GOC Act as subsidiaries of a GOC.

The Queensland Government is the owner of all shares in NQBP which are held by two Shareholding Ministers: the Treasurer, Minister for Aboriginal and Torres Strait Islander Partnerships and Minister for Sport; and the Minister for Main Roads, Road Safety and Ports and Minister for Energy, Biofuels and Water Supply. NQBP owns all of the shares in PCQ and MPL. All of the assets and liabilities of PCQ and MPL were transferred to NQBP on 31 March 2012 under the Government Owned Corporations (NQBP Amalgamation) Regulation 2012.

Corporate Governance Practices

The three companies in the NQBP Group have the same Board of Directors. The Board of Directors is responsible for the corporate governance of the organisation and is accountable to the shareholding Ministers for NQBP’s performance.

Corporate governance at NQBP encompasses a number of functions including authority, accountabilities, risk management, leadership, performance monitoring and internal control systems.

The Board recognises the importance of applying effective corporate governance practices and is committed to a high level of integrity throughout its operations. The Board has adopted the governance principles set out in the Queensland Government’s Corporate Governance Guidelines for GOCs (Government Governance Guidelines), and this is contained in NQBP’s Governance Policy. This policy is reviewed annually to improve, where appropriate, NQBP’s compliance with these Guidelines.

A copy of NQBP’s Governance Policy is included on NQBP’s website, with the key aspects of this policy described within this section.

Role of the Board

A Board Charter is in place which sets out the key roles and functions of the Board.A copy of the Charter is included on NQBP’s website.

The collective role of the Board is to:
  • Set corporate direction and goals
  • Oversee the plans of management to achieve these goals
  • Review progress at regular intervals.
The Board’s functions include:
  • Responsibility for NQBP’s commercial policy and management
  • Ensuring that, as far as possible, NQBP achieves and acts in accordance with its Statement of Corporate Intent (SCI)
  • Accounting to shareholders for NQBP’s performance as required by the GOC Act and other laws applying to NQBP
  • Ensuring that NQBP otherwise performs its functions in a proper, effective and efficient way.

As the NQBP companies are incorporated under the Corporations Act 2001, the statutory duties imposed on Directors under that legislation also apply to its Board. The Board has observed the terms of its Charter and has had due regard to relevant legislation, relevant binding policies of the Queensland Government, as well as NQBP’s policies.

The Board has delegated various functions to management but has reserved certain matters to the Board. This allocation of responsibility is set out in an Instrument of Delegation approved by the Board.

Board Meetings

The Board generally meets monthly (except in December) and, in addition to this, it meets at other times should the need arise. During 2015-16, the Board met 11 times. Directors also met for committee meetings and to discuss strategic planning. The Chair usually meets the Chief Executive Officer prior to each Board meeting to discuss current issues as well as the agenda, which includes the following:

  • Monthly reports on non-financial performance
  • Monthly financial performance reports
  • Strategy
  • Commercial and governance decisions requiring a Board resolution.

Key stakeholders are regularly invited to attend an informal meeting usually scheduled around the date of Board meetings. This provides an opportunity for Directors to discuss relevant port-industry topics, while also developing and maintaining important relationships.

The Directors provide a broad range of skills and experience covering maritime operations, finance and accounting, engineering, regional matters, agriculture, transport, human resources and industrial relations.

Communications with Shareholding Ministers

The key disclosure requirements under the GOC Act require NQBP to reasonably inform Shareholding Ministers about its operations and financial matters, as well as material risk factors.

Regular communications are initiated with key stakeholders, including Shareholding Ministers and government representatives. Detailed quarterly reports are provided to Shareholding Ministers and their representatives, as well as individual ministerial briefings on specific issues.

The Chair and the Chief Executive Officer meet with Shareholding Ministers and/or their representatives on a regular basis. NQBP’s management also meets with representatives of Shareholding Ministers’ departments to update them on relevant issues.

NQBP’s policies do not prescribe the type and level of disclosure to Shareholding Ministers. The Board and NQBP management team exercise their judgement on a case-by-case basis as to what matters should be disclosed in order to comply with the GOC Act disclosure requirements.

Appointment of Chief Executive Officer and Senior Executives

The Chief Executive Officer and Senior Executives are appointed in accordance with the GOC Act by the Board. The appointment of the Chief Executive Officer also requires the prior written approval of the Shareholding Ministers. For the GOC Board to appoint a Senior Executive, the Board must follow the processes set out in relevant Queensland Government policies and advise Shareholding Ministers of the details of the appointments.

Remuneration Arrangements for Management and Employees

The Chair reviews the performance of the Chief Executive Officer and reports to the Board through the Human Resources and Industrial Relations Committee. All new Senior Executive and Senior Manager employment agreements include provisions consistent with shareholder guidelines.

Audit and Financial Risk Management Committee

Chair: Peter Tait
Current Members: Brad Fish, Annabel Dolphin (became a member 22 March 2016), Kasper Kuiper
Non-current Members: Peter Milton (member from 1 July 2015 to 30 September 2015), Alan Grummitt (member from 1 July 2015 to 30 September 2015)
Secretary: Bernie Wilson (Chief Financial Officer)

NQBP’s Audit and Financial Risk Management Committee (AFRMC) provides independent and expert advice and support to assist the Board to discharge its financial and risk management responsibilities.

The Committee does not replace or replicate established management responsibilities and delegations, the responsibilities of other executive management groups within NQBP, or the reporting lines and responsibilities of either internal audit or external audit functions.

The AFRMC is empowered only to make recommendations to the Board and does not have power to make decisions in its own right. The AFRMC:

  • Monitors external reporting requirements
  • Reviews the annual budget and five-year projections and financial risk management policies before consideration by the Board
  • Reviews the annual financial statements before final sign-off by the Board
  • Oversees all internal audit functions, and reviews findings, recommendations and ther implementation progress
  • Reviews reports and other information from the Auditor-General
  • Monitors the internal control and financial risk management environment within the organisation
  • Monitors matters and transactions which may have a material effect on the financial position of NQBP.

The Committee consists of at least three Directors appointed by the Board. NQBP’s Board Chair may be appointed to the Committee, but may not sit as the Chair of the Committee. To maintain independence, the membership of the Committee will not include representatives from internal audit or the Queensland Audit Office (QAO), although those representatives may be invited to attend Committee meetings at the discretion of the Committee.

The charter of the AFRMC is supplied to newly appointed Directors to the Board as part of their general induction. The AFRMC Chair is to make sure that, on appointment as a new member to the Committee, the appointee is familiar with the current charter of the Committee and is briefed on key current issues.

The Committee has observed the terms of its charter and had due regard to relevant financial legislation and standards and any relevant binding policy of the Queensland Government, as well as NQBP’s policies.

The Board considers the effectiveness of AFRMC meetings, the appropriateness of its charter and the composition of the Committee on an annual basis.

HRIRC Achievements

In the 2015-16 financial year, the Committee met on 13 July 2015, 5 November 2015, 5 February 2016 and 23 May 2016. The Committee followed a key list of standing items to ensure coverage of:

  • Strategic Issues
  • Planning
  • Performance Systems
  • Governance and Policies

In addition, during 2015-16 financial year, the Committee also considered the following key matters:

  • Reviewed issues in relation to the appointment of a General Manager Engineering and Port Development
  • Reviewed and made recommendations to the Board on specific HR procedures and to consolidate HR Policies
  • Reviewed and made recommendations to the Board in relation to remuneration and performance payments
  • Reviewed and made recommendations to the Board on CEO performance and remuneration
  • Reviewed and provided input into the Enterprise Bargaining Agreements for NQBP staff and Marine Pilots
  • Reviewed and provided input into the draft NQBP E&IR Plan 2016-17
  • Reviewed and recommended enhancement of the Performance Management System
  • Considered quarterly HRIR reports
  • Provided input into the development of the Employer of Choice Strategy
  • Reviewed Committee Performance and the Charter
  • Provided input into the review of NQBP’s organisational structure to align with NQBP’s strategic direction» Monitored the key risks for NQBP in relation to HRIR matters.

Chair: Annabel Dolphin (appointed 27 October 2015)
Members: Peter Tait, Craig Walker (became a member 27 October 2015), Kasper Kuiper (became a member 22 March 2016)
Non-current Members: Suzanne Brown (member 1 July 2015 to 30 September 2015), Alan Grummitt (member 1 July 2015 to 30 September 2015)
Secretary: Peter Sinnott (Director of Legal, People and Governance)

The Corporate Governance and Planning Committee (CGAPC) has been established to provide independent and expert advice to assist the Board to discharge its corporate governance and strategic planning responsibilities. The Committee does not replace or replicate established management responsibilities and delegations or the responsibilities of other executive management groups within NQBP.

The CGAPC can make recommendations to the Board and does not have power to make decisions in its own right. The CGAPC:

  • Reports to the Board on the adequacy of the corporate governance system
  • Monitors adherence to policies related to corporate governance and instilling a culture of compliance
  • Reviews pricing proposals and commercial negotiating frameworks which impact on return
  • Monitors the risk management systems
  • Reports to the Board on the adequacy of the planning system as proposed by the Chief Executive Officer and the content of strategic and corporate plans
  • Articulates information gained from individual Board members to assist the Chief Executive Officer in developing plans
  • Requests the Chief Executive Officer to consider or further consider any strategic issue relevant to NQBP.

The Committee consists of at least three Directors appointed by the Board. The Board Chair may be appointed to the Committee but may not sit as the Chair of the Committee. The Charter of the CGAPC is supplied to newly appointed NQBP Directors as part of their general induction.

The CGAPC Chair is to make sure that, on appointment to the Committee, the appointee is familiar with the current charter of the Committee and is briefed on key current issues.

Board of Directors

Details of members of the Board, including their terms of office and their skills, experience and expertise, are outlined on pages 52-53 of this report.

Appointment

Directors of NQBP are appointed by the Governor-in-Council. All of the Directors are Non-Executive Directors. The Board assesses the independence of each of the Directors on a regular basis.

The Directors are subject to NQBP’s policy on Disclosure and Conflicts of Interests and the Code of Conduct and are required to disclose potential or actual conflicts of interest as soon as they arise. If a Director discloses a conflict of interest regarding a matter that is considered material by the Board, that Director will not participate in any discussion or decision making on that matter. The independence of Directors is a key issue in ensuring the Board exercises independent judgement. At NQBP, materiality in relation to the independence of Directors is assessed on a case-by-case basis, taking into account the particular circumstances.

NQBP’s Governance Procedure sets out some criteria to provide the Board with guidance on the assessment of Director independence. This includes taking account of relationships that the Director currently has, or had in the past, with NQBP or any organisation with which it does business.

Although NQBP does not have any fixed materiality thresholds in place to determine whether a conflict of a Director exists, (a departure from the Government Governance Guidelines previously notified to shareholding Ministers’ departments), the Board has comprehensive criteria which are applied on a case-by-case basis, to determine any potential conflict situation.

The Board considers this provides an effective way to comprehensively assess Director independence.

Director Induction and Education

A comprehensive induction is carried out for new Directors, whereby they are familiarised with their responsibilities as a Director, as well as key corporate documents such as the Board Charter, Code of Conduct, Committee Charters and other applicable NQBP policies.

This is supplemented by inductions provided to new members on committees. The Directors’ Handbook provides Directors with a detailed overview of corporate and government policies, the role and strategic direction of the organisation and a detailed briefing on each of the NQBP ports and the key commodities handled at each port.

Directors are required to acquire and maintain the skills and knowledge to perform their role as an NQBP Director. Each Director has a duty to comply with the law and binding government and NQBP policies.

The Board supports the ongoing development of individual Directors as appropriate, so that the Board has the skills and knowledge to effectively perform its role in relation to NQBP. Training is provided to the Board on key areas such as competition law, environmental and safety laws, as well as conflicts of interest.

Directors are also kept advised of the various workshops, seminars and conferences on offer to update their skills and knowledge so that they can undertake their role effectively.

Independent Advice and Access to Information

It is the Board’s policy (in the Board Charter and each Committee Charter) that Directors are able to seek independent professional advice at NQBP’s expense to assist in the performance of their duties. In addition, Directors must be provided with all necessary access to documents, reports and records in pursuit of the Board’s mandate.

The Chair has regular briefings from the Chief Executive Officer, and also with managers as required, on all relevant aspects of the organisation’s activities and performance. Detailed verbal and written briefings on various issues are provided to the Chair and/or Board as necessary.

Ethical Behaviour and Decision Making

NQBP is committed to promoting ethical decision making. Its business is dependent on good relationships and fair treatment of its customers, employees and the public, with due consideration of the operating requirements of the business.

These principles are contained in various policies which apply to Directors and all employees and include the Code of Conduct, Trading (Securities) Policy, the policy on Disclosure and Conflicts of Interest, as well as the Integrity Framework Policy (Corrupt Conduct and Public Interest Disclosures) and the Whistleblower Protection Policy.

These policies require Directors and employees to disclose potential or actual conflicts of interest as soon as they arise, so that the issue can be reviewed and managed in an appropriate and transparent way to promote integrity within NQBP’s operations. These policies also require Directors and employees to act honestly and comply with the law and to restrict share trading activities where inside information is an issue.

NQBP falls within the jurisdiction of the Crime and Corruption Commission (CCC), and the Chief Executive Officer is required to report any ‘corrupt conduct’ by NQBP staff to the CCC, if corrupt conduct is reasonably suspected.

In addition, Directors and employees are required to protect NQBP’s interests in any actions which may affect the business, as well as its confidential information and intellectual property.

The Code of Conduct, Integrity Framework Policy (Corrupt Conduct and Public Interest Disclosures), Whistleblower Protection Policy and Fraud Control Policy outline a process for the investigation of allegations of misconduct and fraud. Copies of these polices are included on NQBP’s website.

Review of Board Performance

As noted above, NQBP has a Governance Policy in place, and this document outlines the process for evaluation of Board and Committee performance, reflecting the requirements of the Government Governance Guidelines.

NQBP’s policy requires that a review of Board performance is conducted annually, with an external review usually undertaken every two years.

The Corporate Governance and Planning Committee is the relevant committee to review and make recommendations to the Board in relation to improvement of Board processes. In 2015, an external review of NQBP’s Board performance was undertaken.

NQBP’s policy also requires that Directors’ skills and competencies be reviewed on an annual basis.

In addition, each committee (in accordance with the relevant charter) addresses competency and performance issues at least annually, as well as their information needs. The Board then reviews the performance of each committee on an annual basis. This was undertaken in May and June 2016.

Shareholding Ministers are informed of any key issues arising out of the performance reviews. The Chair will also raise any material concerns about Board performance directly with the Shareholding Ministers if required.

Review of Performance for Management and Employees

NQBP operates a performance pay scheme for the Chief Executive Officer and Senior Executives with agreed financial, environmental, planning and operational targets set by the Board. The performance pay for the Chief Executive Officer is made up from achievement of individual performance targets (30 per cent) and NQBP group performance targets (70 per cent) and individual performance targets (100 per cent) for other executives, with 15 per cent of total salary the maximum payable.

Recommended payments are determined by the Board after the end of the financial year and paid and reported to Shareholding Ministers in accordance with current guidelines.

The performance pay scheme applicable to other employees is based on individual performance. The scheme involves a performance payment pool for the 2015-16 financial year of six per cent of the base pay of participants as approved by the Board.

Relevant remuneration policies are disclosed on the NQBP website and are listed in the Financial Performance section of this Report.

Board Committees

During the 2015-16 financial year, there were three Board committees to assist the Board in discharging its duties. Each of these committees has a charter in place that sets out its role. A copy of these charters is included on the NQBP website.

A general description of the role and achievements of the three committees is outlined below Details of the qualifications of members of each of the three committees, along with the number of meetings held by the committees and names of attendees, are included in the Directors’ Report section respectively of this Report.

AFRMC Achievements

In the 2015-16 financial year, the Committee met on 20 August 2015, 5 November 2015, 22 February 2016 and 23 May 2016. The Committee followed a key list of standing items to ensure coverage of:

  • Strategic and Significant Items
  • Financial Risk Management
  • Financial Governance
  • External Audit
  • Proposed Board Papers.

In addition, during the 2015-16 financial year, the AFRMC also considered the following key matters

  • Quarterly Review Deep Dives – Procurement Presentation
  • Revaluation and Impairment of Assets
  • Annual Financial Statements
  • Dividend and Return of Capital
  • Internal Audit Program and progress and timing of scheduled audits
  • Fraud Risk Assessment
  • Insurance Review
  • Annual Budget Process
  • QTC Debt Structure Review
  • Port Pricing
  • Financial Investment Options
  • Review of Delegations Framework
  • Annual Review of Committee Charter and Performance.

Human Resources and Industrial Relations Committee

Chair: Annabel Dolphin (appointed 27 October 2015)
Former Chair: Suzanne Brown (Chair from 1 July 2015 to 30 September 2015)
Members: Brad Fish (became a member 27 October 2015), Stephen Golding, Craig Walker (became a member 22 March 2016)
Non-current Members: Peter Milton (member 1 July 2015 to 30 September 2015)
Secretary: Peter Sinnott (Director of Legal, People and Governance) (appointed 23 May 2016)
Former Secretary: Bernie Wilson (Chief Financial Officer) (Secretary from 1 July 2015 to 23 May 2016)

NQBP’s Human Resources and Industrial Relations Committee (HRIRC) provides independent and expert advice to assist the Board to deliver its employee and industrial relations responsibilities.

The Committee does not replace or replicate established management responsibilities and delegations or the responsibilities of other executive management groups within NQBP.

The HRIRC is only empowered to make recommendations to the Board and does not have power to make decisions in its own right. The HRIRC:

  • Reviews NQBP’s human resources and industrial relations policies
  • Annually reviews the Chief Executive Officer’s remuneration package and proposals by the Chief Executive Officer in relation to the remuneration packages of senior executives
  • Evaluates Chief Executive Officer and senior management performance and the appropriateness of performance pay schemes including the targets and criteria for assessment
  • Reviews the appropriateness of industrial agreements and reviews proposals for change considering binding government policy and effectiveness in enhancing the achievement of NQBP’s objectives through its award and non-award employees
  • Considers Directors’ and officers’ liability issues and the mechanisms to mitigate risks
  • Reviews current industry practices in relation to employee management, remuneration and industrial relations environment as it applies to NQBP and its customers
  • Reviews any re-organisational proposal where it entails forced redundancies or the diminishing of employee benefits
  • Reviews the appropriateness of succession plans
  • Evaluates or audits the handling of conflict of interest issues
  • Reviews the appropriateness of NQBP’s Employment and Industrial Relations (E&IR) Plan.

The Committee consists of at least three Directors, appointed by the Board. The Board Chair may be appointed to the Committee but may not sit as the Chair of the Committee. The Charter of the HRIRC is supplied to newly appointed Directors as part of their general induction. The HRIRC Chair is to make sure that, on appointment to the Committee, the appointee is familiar with the current Charter of the Committee and is briefed on key current issues.

The Committee has observed the terms of its Charter and had due regard to industrial and other relevant legislation, relevant binding policy of the Queensland Government, as well as NQBP’s policies.

The Board reviews the effectiveness of HRIRC meetings, the appropriateness of its Charter and the composition of the Committee on an annual basis.

CGAPC Achievements

In the 2015-16 financial year, the Committee met on 5 August 2015, 4 November 2015, 5 February 2016 and 10 May 2016. During 2015-16 financial year, the key matters considered by the Committee included reviews of:

  • Continual development of IT Functions and Technology Systems
  • Risk Management Reporting Framework
  • Risk and strategic issues associated with NQBP’s major projects
  • Risk Appetite Statement and Risk Matrix
  • Continual review of the development of Risk Management systems and reports including:
    • Hazardous Goods in Port of Mackay
    • Master Planning at NQBP Ports
    • Safety Hazard Identification Management
  • The Committee Charter
  • Relevant policies and a major governance review of the policy framework
  • Board Performance and Director’s training
  • The Port Communities Program
  • Developing a detailed conflict of interest management protocol
  • Potential business opportunities for port centred logistics in Mackay
  • Planned Customer Survey
  • Government Engagement and Master Planning for Ports
  • NQBP Sustainable Port Development Guidelines
  • NQBP’s Complaints Report and Lobbyists Register
  • Issues for Strategic Planning and progressing strategic initiatives.

The Committee has observed the term of its Charter and had due regard to relevant legislation, relevant binding policies of the Queensland Government and NQBP’s policies, as well as contemporary planning processes. The Board considers the effectiveness of CGAPC meetings, the appropriateness of its Charter and the composition of the Committee on an annual basis.

Managing Risk

NQBP takes a proactive and well informed approach to risk management and has a risk management policy and manual (risk management framework) that provides the strategic direction for risk management. Risk management is the responsibility of all NQBP employees.

In order to meet strategic objectives, the risk management framework is designed to apply systematic and consistent risk management methodologies across NQBP to identify critical risk exposures, realise opportunities, and focus on improving capabilities for predicting and managing uncertainties.

The Risk Management and Assurance team helps the business make well informed decisions through:

  • Corporate Risk Management
  • Assurance (Internal Audit)
  • Innovation
  • Emergency and Business Continuity Management
  • Insurance

The risk management framework, including detailed procedures for risk management, are documented in a risk management manual that has been developed based on the Australian and New Zealand Standard for risk management, AS/NZS ISO 31000:2009. This risk management framework has been integrated with other policies and management systems.

The risk management framework is supported by an assurance program of regular internal and external audits of various aspects of the business, such as legal compliance, projects, asset management, human resources, environment, health and safety, emergency and business continuity planning and information management.




The focus of risk management is to ensure risk management is effectively integrated over timeinto the business processes so that risk management not only protects value, but creates value by:

  • Assisting in planning to execute NQBP strategy
  • Analysing risks to the business
  • Understanding the business risks the strategy creates
  • Bringing innovation to realise the opportunities of NQBP.

The framework enables NQBP to:

  • Identify, assess, evaluate, prioritise and manage risk across the organisation
  • Create value to the organisation through informed decision making and the effective allocation of resources
  • Build a risk aware culture with risk embedded into day-to-day activities.

Risk management is an integral part of NQBP’s business management. Management continues to be responsible for identifying changes in the business environment that may generate new risks or require a change to risk rankings or controls. The organisation’s risk profile is under constant review by Management and the Board. The risk management framework has operated efficiently and effectively throughout the year. That being said, NQBP strives for continuous improvement in all aspects of its business and the risk management framework continues to be improved over time to meet business needs. Internal compliance controls were in place to implement Board policies.

There were no material breaches of risk management policies during 2015-16. The Risk Management Policy is available on NQBP’s website.

Internal Audit

The role of internal audit is to assist the Board of Directors and management in the effective discharge of their responsibilities. In-house internal audit resources are supplemented by external resources where specialist skills or greater independence is required. Internal audit activities are conducted in accordance with the Internal Audit Charter and International Standards for the Professional Practice of Internal Auditing.

These include:

  • A risk based approach in formulating the audit plan
  • Providing impartial and independent advice on whether activities are effectively and economically managed
  • Providing advice on any deficiencies identified and recommending remedial action
  • Evaluating compliance with relevant legislation and policies
  • Determining effectiveness of financial and operational controls and systems in meeting goals.

The 2015-16 audit program included reviews of:

  • Stakeholder/Media Management
  • Maritime Security Plans
  • Cash Management
  • Fraud Risk Review
  • Financial Delegations.

Additional Information

The Finance Policy outlines the NQBP group policy for the determination of its appropriate capital structure range. In establishing its capital structure range and positioning the balance sheet at a target debt to debt-plus equity level, we have two objectives:

  • Establish the capital structure to minimise its cost of capital while maintaining an appropriate credit rating
  • Maintain flexibility for current and future infrastructure opportunities.

Investments Policy

Cash at bank or on hand, not currently required by us, is invested in Board-approved investments in the Queensland Treasury Corporation (QTC) and Queensland Investment Corporation. NQBP monitors cash flows daily and invests any surplus funds. Comprehensive internal controls are maintained in relation to investments.

General Borrowing Policy

Estimated borrowing requirements (if required) are included in the Statement of Corporate Intent (SCI).

We work closely with QTC to obtain State borrowing approval. In accordance with Government policy, we borrow from QTC for ordinary requirements.

Summary of Directions and Notifications Given to the Board by NQBP’s Shareholding Ministers

There were no notifications or directions issued by Shareholding Ministers under the GOC Act for the 2015-16 financial year.

Community Service Obligations

There were no community service obligations identified during 2015-16.

Employment and Industrial Relations Plan

NQBP’s Employment and Industrial Relations Plan 2015-16 establishes the Corporation’s intent with respect to Directors’ and staff remuneration and employment conditions and its human resource priorities.

Innovation

NQBP has now started the journey toward becoming a smarter port. Becoming a smarter port will allow NQBP to:

  • Be innovative (inventing better ways of doing things)
  • Think differently (which allows us to be different from other ports, but also using our combined brainpower to be innovative)
  • Create value for our clients and the community
  • Engage differently with the community – in a smarter and more participative way
  • Create intergenerational assets for the benefit of future generations.

A number of internal innovation workshops have already generated and realised business improvement efficiencies for NQBP, delivering value to our shareholders and customers. his was supported by an Innovation Culture Program to assist all staff to participate.

The objectives of the NQBP Innovation Framework and the Smart Ports program is to:

  • Stimulate thinking within the organisation
  • Capture ideas, thoughts, themes and trends
  • Assess and evaluate these ideas from a Strategic Alignment, value and deliverability perspective
  • Implement those ideas, thoughts, themes and trends in a smart way that will provide NQBP with a value proposition and improve our customer service offering
  • Ensuring value for money is achieved for NQBP.

The framework provides structure for sustainable cultural change, a set of clearly understood processes, and integrated innovation management infrastructure to enable all employees in NQBP to participate in the Smart Ports journey and harness all the bright ideas and innovative spirit of our employees.

Dividend Policy

NQBP’s dividend policy takes into account the return its shareholders expect on their investments, along with the funding of future capital requirements and maintenance of the Group’s approved capital structure.

Foreign Exchange and Derivative Policy

NQBP seeks to have all agreements, tenders and contracts denominated in Australian dollars. Every month the Board is advised on any Foreign Exchange (FX) exposure or derivative transactions exceeding $100,000 and whether the exposures are hedged or unhedged. Full details of any hedges placed, or derivative transactions completed since the last Board meeting, are also advised to the Board monthly.

All FX exposures greater than $1 million are hedged unless the Board explicitly determines otherwise.

Government Policies Applicable to NQBP

NQBP is to comply with all relevant government policies and guidelines.

There were no commercial impacts of major significance identified in adopting any revised policy positions. The continuing application of the Right to Information legislative framework resulted in NQBP requiring ongoing resources directed to meeting its legislative obligations.

Corporate Entertainment and Hospitality

NQBP did not hold any events throughout 2015-16 which cost more than $5,000.

Right to Information

NQBP received four access applications and no consultation requests from Queensland Government departments for information under the Right to Information Act 2009 (Qld) during 2015-16. All access applications were finalised.

Directors’ Report

PRINT THIS SECTION
For the year ended 30 June 2016

The Board of Directors of North Queensland Bulk Ports Corporation Limited (NQBP) present their report of NQBP and the entity (the Group) for the year ended 30 June 2016.

Review of Operations

NQBP was formed on 7 May 2009 and became the holding company for the wholly owned subsidiaries of Ports Corporation of Queensland Limited (PCQ) and Mackay Ports Limited (MPL) on 2 July 2009.

NQBP is a public company incorporated under the Corporations Act 2001. It is also a Government Owned Corporation (GOC) under the Government Owned Corporations Act 1993 and a Port Authority under the Transport Infrastructure Act 1994. Each of the subsidiaries, PCQ and MPL, is a public company incorporated under the Corporations Act 2001 and are subsidiaries of a GOC under the Government Owned Corporations Act 1993.

As at 30 June 2016, both MPL and PCQ remain as non-operating companies with nil assets and liabilities.

Overall NQBP’s results, notwithstanding slowing demand export of coal, coal throughput at Abbot Point and Hay Point was substantially maintained at the same volume as 2014-15 and just 10.2 million tonnes (6.6 per cent) shy of NQBP’s stretch target of 153 million tonnes.

Bauxite exports finished the year 7.6 per cent up on budget and 1.8 per cent on the previous year. Strong demand for bauxite, especially to China, has contributed to the increase.

Mackay performed fairly given the poor economic conditions in the region and finished the year only 71,000 tonnes below the throughput for 2014-15 due mainly to smaller import volume of fuel and export volume of refined sugar and grain.

NQBP continues to work closely with government departments and industry at the ports of Abbot Point and Hay Point to facilitate growth and ensure future expansion is best accommodated.

Dividends

The Directors of NQBP have recommended a dividend of $15.7 million be paid to shareholders for 2015-16. This recommended dividend represents 100 per cent of net profit after tax for 2015-16 adjusted for abnormal items.

Due to the net loss incurred for 2014-15, NQBP’s Directors did not recommend a dividend payment for that year.

In addition, NQBP’s directors have approved a return of capital of $110.0 million, fully funded by way of additional long term borrowings from Queensland Treasury Corporation, be paid to shareholders on 30 November 2016.

No options over issued shares or interests in the Corporation were granted during or since the end of the financial year and there were no options outstanding at the date of this report.

Environmental Management

NQBP maintains an internationally accredited ISO104001 quality environmental management system and this year has again demonstrated operational excellence, with Det Norske Veritas (DNV) finding no major non-conformances to the ISO standards.

There were no breaches of legislation or any insignificant environmental incidents during the year.

Environmental Monitoring

As a port authority, NQBP undertakes its business at the interface of the land and sea environments.

Throughout 2015-16, NQBP was proactively involved in the Queensland and Federal Government’s Reef 2050 Long Term Sustainability Plan, which provides an overarching strategy for managing the Great Barrier Reef into the future.

NQBP released its first Environment Report, Your Ports, demonstrating our commitment to sustainable port practices and dedication to the larger community and regions.

NQBP continued as a major supporter and contributor to the Mackay-Whitsunday Healthy Rivers to Reef Partnership, which consists of 28 organisations. In October 2015, the group launched a pilot regional environment report card on the health of Mackay-Whitsunday waterways.

Operating Results

The profit of the consolidated NQBP Group for the financial year, after providing for income tax equivalents, amounted to $18.4 million. Despite being below the budget target of $24.7 million, this result is considered a good outcome given the impact of higher depreciation charges as a consequence of the 2014-15 valuation process.

NQBP has ensured the sustainable operation and development of the ports through a structured environmental management, monitoring and improvement program which reflects a strong commitment to best practice, effective community consultation and environmental protection.

NQBP is encouraged by the return from the State of the Abbot Point Growth Gateway Project and the significant opportunities to develop both on-shore and off-shore facilities to support the economic development of Queensland.

The Corporation maintained external certification of its Environmental Management System for the Ports of Hay Point, Abbot Point, Mackay and Weipa to AS/NZS ISO14001:2004.

Principal Activities

During the year the principal activities of entities within the Group consisted of:

  • port operation and management
  • strategic port planning and port infrastructure development
  • trade facilitation and port marketing and
  • pilotage services.

Significant Changes in the State of Affairs

here have been no significant changes in the state of affairs of NQBP other than the ongoing impact of the slowdown in mining industry growth.

NQBP has continued to review its business model to focus management attention on working with its customers to facilitate port development while also seeking to implement productivity improvements to manage down its costs and improve the efficiency of its operations.

NQBP’s Board and management have actively and closely monitored NQBP’s operations to ensure sustainable value is delivered to its customers and shareholders.

Likely Developments

The Sustainable Ports Development Act 2015 (‘the Act’) was passed by the Queensland Parliament on 12 November 2015. The Act:

  • Restricts new port development in and adjoining the Great Barrier Reef World Heritage Area (GBRWHA) to within current port limits and outside Commonwealth and state marine parks
  • Prohibits major capital dredging for the development of new or expansion of existing port facilities in the GBRWHA outside the priority ports of Gladstone, Abbot Point, Townsville and Hay Point/Mackay
  • Prohibits the sea-based disposal of port-related capital dredge material within the GBRWH
  • Supports the development at the Port of Cairns where it does not impact the GBRWHA.

The Act also requires master plans to be developed for the priority ports of Gladstone, Abbot Point, Townsville and Hay Point/Mackay.

Historically, Queensland ports have focussed on land use planning within strategic port land. The new port master plans under the Act will require consideration of issues beyond strategic port land including marine and land-based impacts, port and supply chain capacity and connectivity, and environmental and community values.

The master plans for Hay Point/Mackay and Abbot Point will ultimately be developed by the Department of State Development (DSD). Abbot Point is well progressed and Hay Point/Mackay is likely to commence at the end of 2016. To support the Abbot Point Master Plan, NQBP are preparing the Abbot Point 2016+ Port Vision, which will present a highly defendable, evidence-based position on the future development of the port and outline NQBP’s expectations of the State run master planning process.

Shipping Infrastructure

As an island nation, Australian ports are essential transport gateways for continuing trade with the rest of the world. Shipping routes and port passages are of significant economic importance to everyday Australians, with over 99 per cent of our nation’s imports and exports achieved by ship.

NQBP started an investigation into the long-term management of sedimentation at the Port of Hay Point in an effort to discover opportunities to avoid or reduce the long-term need for channel maintenance. A detailed report is expected to be released late 2016.

Board of Directors

  • Brad Fish

    Chair

    BBus (Acct), CertCivEng, GAICD

    First Appointed: NQBP on 1 October 2015
    Term of Office: to 30 September 2018

    Special Responsibilities:

    • Member of the Audit and Financial Risk Management Committee
    • Member of the Human Resources and Industrial Relations Committee.

    Skills and experience: Mr Fish possesses more than 30 years’ experience working in the ports sector within Australia, and currently works as a consultant providing advice to businesses in the port and marine sectors. Mr Fish was Chief Executive Officer of North Queensland Bulk Ports for 13 years to July 2014. During that time he was responsible for the strategic planning, infrastructure development and operations of a number of Queensland ports. Mr Fish holds a wide experience in all facets of port management and development.

    External appointments: Graduate of the Australian Institute of Company Directors.

  • Annabel Dolphin

    Director

    Bus. (Mgmt), Dip NSL, GAICD, CAHRI

    First Appointed: NQBP on 1 October 2015
    Term of Office: to 30 September 2018

    Special Responsibilities:

    • Chair of the Human Resources and Industrial Relations Committee
    • Member of the Audit and Financial Risk Management Committee.

    Skills and experience: Mrs Dolphin is a qualified business management practitioner with over 15 years’ experience, bringing a diverse range of expertise to the Board. Starting as a Human Resources professional, she is now regarded as a strategic business adviser providing ‘whole-of-business’ solutions to business leaders who achieve profitable and sustainable business outcomes. Since 2011, Mrs Dolphin has also made the career move as a professional company director sitting on both private and government boards, and has completed a Diploma in Neuroscience of Leadership which complements her focus on building people capability within organisations.

    External appointments: Graduate of the Australian Institute of Company Directors and a Certified Professional Member of the Australian Human Resources Institute.

  • Stephen Goulding

    Director

    AM RFD, BE, MEngSc, BEcon, Hon FIEAust, FCILT, FITE, FAIM, FAICD, CPEng, RPEQ, NER

    First Appointed: NQBP on 19 June 2009; PCQ on 7 August 2009; MPL on 1 July 2005
    Term of Office: to 30 September 2017

    Special Responsibilities:

    • Chair of the Corporate Governance and Planning Committee
    • Member of the Human Resources and Industrial Relations Committee.

    Skills and experience: Mr Golding has had a long and distinguished career with the Queensland Department of Main Roads. During his 35 years, he held various key management positions including being appointed Director-General of Main Roads in 2000. He is currently active in four professional associations including an Honorary Fellow of the Institution of Engineers (Australia) and has served on a number of panels and committees. Mr Golding has enjoyed a long career in the Army Reserve enlisting as a private soldier in the Queensland University Regiment in 1963 and retiring in 2004 with the rank of major general. In June 1998, Mr Golding was awarded Member of the Order of Australia for outstanding service to the Army Reserve.

    External appointments: Director and Chair of Transport Certification Australia Ltd, a Director of Transmax Pty Ltd and a Board Member of Queensland Reconstruction Authority.

  • Kasper Kuiper

    Director

    R.O.N., M.Mariner FG + ext., M.Grad Dip. OSD, MAICD, JP

    First Appointed: NQBP on 19 June 2009; PCQ on 1 July 2001; MPL on 7 August 2009
    Term of Office: to 30 September 2017

    Special Responsibilities:

    • Member of the Audit and Financial Risk Management Committee
    • Member of the Corporate Governance and Planning Committee.

    Skills and experience: Captain Kuiper’s expertise in port construction and reclamation includes some of the largest port and underwater constructions in the world. Captain Kuiper was instrumental towards the construction of the Brisbane International Airport, the reclamation of Gold Coast beaches and the Woodside Project in Western Australia. In May 2013, he was a force behind the establishment and dedication of the ‘First Contact Memorial’, together with the Mapoon Aboriginal Shire Council. An Honorary Consul of The Netherlands in Queensland and was decorated as a Knight in the Order of Oranje-Nassau by Queen Beatrix of the Netherlands in May 2006. Captain Kuiper holds a Queensland Real Estate Principal’s Licence and is a member of the REIQ and a member of the Australian Institute of Company Directors.

    External appointments: Graduate of the Australian Institute of Company Directors.

  • Peter Tait

    Director

    BCom, M Info Systems, FCA, FAICD

    First Appointed: NQBP on 19 June 2009; PCQ on 7 August 2009; MPL on 1 October 2007
    Term of Office: to 30 September 2017

    Special Responsibilities:

    • Chair of the Audit and Financial Risk Management Committee
    • Member of the Corporate Governance and Planning Committee.

    Skills and experience: Mr Tait has 30 years’ experience as Chartered Accountant in public practice. After commencing at the Brisbane office of an international firm, he moved to a large regional practice, SH Tait & Co in Mackay, before retiring from public practice in July 2016. In public practice, he provided accounting, taxation, audit and strategic business advices to a large range of clients operating in diverse industries. He is a former registered company auditor, registered tax agent and registered self-managed superannuation fund auditor.

    External appointments: Company Secretary of Queensland Mines Rescue Service Limited, Honorary Treasurer of the George Street Neighbourhood Centre Association Inc in Mackay and Honorary Treasurer of Mackay Children’s Contact Service Inc since 2001.

  • Craig Walker

    Director

    MBAe, DBus, DEEng, MAICD, CDec

    First Appointed: NQBP on 1 October 2015
    Term of Office: to 30 September 2018

    Special Responsibilities:

    • Member of the Human Resources and Industrial Relations Committee
    • Member of the Corporate Governance and Planning Committee.

    Skills and experience: Mr Walker is a highly credentialed executive with an expansive career spanning infrastructure, ports, rail, marine and supply chain. He is Managing Director of Brimik Consulting and previously held senior executive roles with Aurizon, Port of Gladstone and Rio Tinto. Mr Walker is renowned for his strategic thinking and domestic and global business acumen that is demonstrated by the growth and success of the enterprises he has worked with. Notably, he has over 20 years’ experience in strategic environments including Master-planning, Executive and Project Management, Supply Chain Design and Transport Logistics, Commercial and Development aspects for Investmentand Infrastructure.

    External appointments: Chairman of Roseberry Community Services and holds directorships with a number of not-for-profit organisations.

Previous members of the Board of Directors until 30 September 2015;
Peter Milton, Suzanne Brown, Adrian Chambers, Alan Grummitt and Gerry Johnstone.

Name and qualifications

Name and qualificationsExperience, special responsibilities and other directorships

Company Secretary

Peter Sinnott

BCom, LLB (Hons), MFM, FGIA, FCIS

Commenced: NQBP, MPL and PCQ on 9 January 2012

:

Prior to joining NQBP, Peter Sinnott was Legal Director at Rio Tinto Alcan.

Mr Sinnott was formerly a Senior Associate/Special Councel at international law firm Minter Ellison and has over 20 years’ experience in private practice and corporate in-house roles, specialising in commercial and corporate law.

Mr Sinnott is a Fellow of the Governance Institute of Australia.

Company Secretary

Steven Maycock

JD(Hons), BSc(Hons), BPharm, GradDipACG, FGIA, FCIS, GAICD.

Appointed Company Secretary: NQBP, PCQ and MPL on 24 May 2016.

:

Experience, special responsibilities and other directorships:

Steven Maycock has held a number of governance and company secretarial roles in both private and ASX listed companies since leaving top tier law firm Clayton Utz to move inhouse, specilaising in compliance, governance and corporate law reform. Mr Maycock is a Fellow of the Governance Institute of Australia and a graduate of the Australian Institute of Company Directors.

Assistant Company Secretary

Tina Marsh

Appointed Company Secretary: NQBP on 1 July 2009; PCQ on 1 July 2007; MPL on 1 July 2009

Resigned as Company Secretary: NQBP, MPL and PCQ on 18 May 2016

:

Experience, special responsibilities and other directorships:

Tina Marsh‘s history with the Group spans more than 20 years. In addition to holding the Assistant Company Secretary position, Ms Marsh is extensively involved in the corporate administration of NQBP

Committee Meetings

Directors

Audit and Financial Risk Management Committee Corporate Governance and Planning Committee Human Resources and Industrial Relations Committee
Director Eligible
to attend
Number
attended
Eligible
to attend
Number
attended
Eligible
to attend
Number
attended
P Milton 7

Audit and Financial Risk Management Committee

Eligible to attend: 1
Number attended: 1

Corporate Governance and Planning Committee

Eligible to attend: -
Number attended: -

Human Resources and Industrial Relations Committee

Eligible to attend: 1
Number attended: 1
S Brown 8

Audit and Financial Risk Management Committee

Eligible to attend: -
Number attended: -

Corporate Governance and Planning Committee

Eligible to attend: 1
Number attended: 1

Human Resources and Industrial Relations Committee

Eligible to attend: 1
Number attended: 1
B Fish 9

Audit and Financial Risk Management Committee

Eligible to attend: 3
Number attended: 3

Corporate Governance and Planning Committee

Eligible to attend: -
Number attended: -

Human Resources and Industrial Relations Committee

Eligible to attend: 3
Number attended: 3
S Golding

Audit and Financial Risk Management Committee

Eligible to attend: -
Number attended: -

Corporate Governance and Planning Committee

Eligible to attend: 4
Number attended: 4

Human Resources and Industrial Relations Committee

Eligible to attend: 4
Number attended: 4
A Grummitt 10

Audit and Financial Risk Management Committee

Eligible to attend: 1
Number attended: 1

Corporate Governance and Planning Committee

Eligible to attend: 1
Number attended: 1

Human Resources and Industrial Relations Committee

Eligible to attend: -
Number attended: -
A Dolphin 11

Audit and Financial Risk Management Committee

Eligible to attend: 1
Number attended: 1

Corporate Governance and Planning Committee

Eligible to attend: -
Number attended: -

Human Resources and Industrial Relations Committee

Eligible to attend: 3
Number attended: 3
K Kuiper 12

Audit and Financial Risk Management Committee

Eligible to attend: 4
Number attended: 4

Corporate Governance and Planning Committee

Eligible to attend: 1
Number attended: 1

Human Resources and Industrial Relations Committee

Eligible to attend: -
Number attended: -
P Tait 12

Audit and Financial Risk Management Committee

Eligible to attend: 4
Number attended: 4

Corporate Governance and Planning Committee

Eligible to attend: 4
Number attended: 4

Human Resources and Industrial Relations Committee

Eligible to attend: -
Number attended: -
C Walker 13

Audit and Financial Risk Management Committee

Eligible to attend: -
Number attended: -

Corporate Governance and Planning Committee

Eligible to attend: 3
Number attended: 3

Human Resources and Industrial Relations Committee

Eligible to attend: 1
Number attended: 1
  • 7 Term as a Director expired on 30 September 2015
  • 8 Term as a Director expired on 30 September 2015
  • 9 Became a member of AFRMC and HRIRC on 27 October 2015
  • 10 Term as a Director expired on 30 September 2015
  • 11 Became Chair of HRIRC on 27 October 2015 and AFRMC on 22 March 2016
  • 12 Became a member of CGAPC on 22 March 2016
  • 13 Became a member of CGAPC on 27 October 2015 and HRIRC on 22 March 2016

Deeds of Indemnity and Insurance

The constitution of each of NQBP, PCQ and MPL provides that, to the extent permitted by law:

  • Each such company must indemnify every person who is, or has been, a director or secretary of that company against any liability incurred by that person as a director or secretary
  • Each such company may make a payment in respect of legal costs incurred in defending an action for a liability incurred by that person as a director or secretary
  • Each such company may pay a premium to insure a director or secretary against certain liability incurred by the director or secretary acting in that capacity.

Meetings of Directors in 2015-16

The number of meetings of directors for NQBP and its subsidiary companies (including meetings of committees of directors) held during the year, and the number of meetings attended by each director, were as follows:

Board Meetings

Directors

NQBP PCQ MPL
Director Eligible
to attend
Number
attended
Eligible
to attend
Number
attended
Eligible
to attend
Number
attended
P Milton 3 Chair

NQBP

Eligible to attend: 3
Number attended: 3

PCQ

Eligible to attend: 3
Number attended: 3

MPL

Eligible to attend: 3
Number attended: 3
S Brown 2

NQBP

Eligible to attend: 3
Number attended: 3

PCQ

Eligible to attend: 3
Number attended: 3

MPL

Eligible to attend: 3
Number attended: 3
B Fish 3 Chair

NQBP

Eligible to attend: 8
Number attended: 8

PCQ

Eligible to attend: 8
Number attended: 8

MPL

Eligible to attend: 8
Number attended: 8
S Golding

NQBP

Eligible to attend: 11
Number attended: 11

PCQ

Eligible to attend: 11
Number attended: 11

MPL

Eligible to attend: 11
Number attended: 11
A Grummitt 4

NQBP

Eligible to attend: 3
Number attended: 3

PCQ

Eligible to attend: 3
Number attended: 3

MPL

Eligible to attend: 3
Number attended: 3
A Dolphin 5

NQBP

Eligible to attend: 8
Number attended: 8

PCQ

Eligible to attend: 8
Number attended: 8

MPL

Eligible to attend: 8
Number attended: 8
K Kuiper

NQBP

Eligible to attend: 11
Number attended: 11

PCQ

Eligible to attend: 11
Number attended: 11

MPL

Eligible to attend: 11
Number attended: 11
P Tait

NQBP

Eligible to attend: 11
Number attended: 11

PCQ

Eligible to attend: 11
Number attended: 11

MPL

Eligible to attend: 11
Number attended: 11
C Walker 6

NQBP

Eligible to attend: 8
Number attended: 8

PCQ

Eligible to attend: 8
Number attended: 8

MPL

Eligible to attend: 8
Number attended: 8
  • 1 Appointment as a Director expired on 30 September 2015
  • 2 Appointment as a Director expired on 30 September 2015
  • 3 Appointed as a Director on 1 October 2015
  • 4 Appointment as a Director expired on 30 September 2015
  • 5 Appointed as a Director on 1 October 2015
  • 6 Appointed as a Director on 1 October 2015

Contract of Insurance

The Group has paid a premium in respect of a contract insuring the Directors and Officers of each of NQBP, MPL and PCQ against liabilities.

Proceedings on Behalf of the Group

No person has applied to the Court under section 237 of the Corporations Act 2001 (Cth) for leave to bring proceedings on behalf of any of NQBP, PCQ and MPL, or to intervene in any proceedings to which NQBP, PCQ and/or MPL is a party, for the purpose of taking responsibility on behalf of the relevant company for all or part of those proceedings. No proceedings under section 236 of the Corporations Act 2001 (Cth) have been brought or intervened in on behalf of any of NQBP, PCQ and MPL.

Non-Audit Services

The Group’s auditor has not provided the Group any non-audit services.

Rounding of Amounts

The company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities & Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.

Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act 2001 (Cth) is set out in the Financial Performace section of this Report. This report is signed in accordance with a resolution of Directors.

This report is signed in accordance with a resolution of Directors.

Brad Fish

Chairman, North Queensland Bulk Ports Corporation Limited

29 August 2016

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