Corporate Governance

1. Role of the Board

This Board Charter sets out the principles for the operation of the board of directors (“Board”) of the Port of Brisbane Corporation (“Corporation”) and describes the functions of the Board.

The Board has primary responsibility to shareholders for the welfare of the Corporation by guiding and monitoring the business and affairs of the Corporation. The Corporation recognises the importance of the Board in providing a sound base for good corporate governance in the Corporation’s operations.

The Board must at all times act honestly, fairly and diligently in all respects in accordance with the legislation applicable to the Corporation. Furthermore, the Board will at all times act in accordance with all relevant Corporation policies.

Each of the directors, when representing the Corporation, must act in the best interests of the Corporation’s shareholders and in the best interests of the Corporation as a whole.

This charter, and those of the various committees of the Board, have been prepared and adopted on the basis that there is a contribution that good governance and good governance procedures can add to the performance of the Corporation.

2. Responsibilities of the Board

The Board will ensure that management has in place appropriate processes for risk assessment, management, internal control, and monitoring performance against agreed benchmarks. The Board will work with senior executives to advance the interests of the Corporation.

This charter delegates authority and recognises that, once delegated, management needs to be free to manage. The Board will not be too accepting of management’s views and will test and question management’s assertions, monitor progress, evaluate management’s performance and, where warranted, take corrective action.

2.1 The Board is responsible for the management of the affairs of Port of Brisbane Corporation including:

• Financial strategic objectives.
• Evaluating, approving and monitoring the strategic and financial plans of the Corporation.
• Evaluating, approving and monitoring the annual budgets, Corporate Plan and Statement of Corporate Intent.
• Evaluating, approving and monitoring major capital expenditure, capital management and all major corporate transactions.
• Ensuring that, where possible, all the Corporation’s business activities, including planning and development, are consistent with the State Government’s priorities.

2.2 Executive management

• Appointing, monitoring, managing the performance of, and, if necessary, terminating the employment of the chief executive officer.
• Managing succession planning for senior executive positions. It is envisaged that this would involve working with the chief executive officer to identify the requirements for critical positions and individuals who can fill those positions on both an emergency basis and over the longer term.
• Approving the appointment, and terms of appointment, of senior executives.

2.3 Risk management

• Monitoring the Corporation’s performance in relation to principles of best-practice corporate governance (as identified and resolved by the Board).
• Approving and monitoring the Corporation’s risk-management framework.
• Approving and monitoring compliance with Port of Brisbane Corporation’s key corporate policies and protocols.
• Monitoring the Corporation’s operations in relation to, and compliance with, relevant regulatory requirements.

2.4 Guidelines for risk management and strategic planning

• The Board will be actively and regularly involved in risk management and strategic planning. Strategic planning will be based on the identification of opportunities and the full range of business risks that will determine which of those opportunities are most worth pursuing. The Board recognises that strategic planning is an ongoing process that must be responsive to changes in the external environment and internal developments.
• The Board’s involvement in strategic planning and the monitoring of risks does not mean the Board intends to manage the business, but it recognises the Board is responsible for overseeing management and holding it to account.
• The Board will oversee the process that management has in place to identify business opportunities and risks.
• The Board will consider the extent and types of risk that it is acceptable for the Corporation to bear.
• The Board will monitor managements systems and processes for managing a broad range of business risks.
• The Board will, on an ongoing basis, review with management how the strategic environment is changing, what key business risks and opportunities are appearing, how they are being managed and what, if any, modifications in strategic direction should be adopted.

9 June 2004