Governance

Corporate Governance Framework

Port of Townsville Limited is a company Government Owned Corporation (GOC) established in its current form on 1 July 2008 pursuant to the Corporations Act 2001 (Cth) and Government Owned Corporations Act 1993 (Qld) (as amended by the Government Owned Corporations Amendment Act 2007 (Qld)) (GOC Act).

The Corporation is required to comply with a number of statutes; however, the following set the core legislative framework in which the Corporation operates:

• Government Owned Corporations Act 1993 (Qld) and Regulations;
 
• Transport Infrastructure Act 1994 (Qld) and Regulations;
 
• Financial Accountability Act 2009 (Qld) and Regulations; and
 
• Corporations Act 2001 (Cth).

Corporate Governance Statement

The Corporation and its Board of Directors take the responsibility to pursue efficient, effective, and accountable port management very seriously and are committed to achieving and demonstrating the highest standard of corporate governance.

The Corporation has developed the following framework to ensure the highest standard of corporate governance is achieved:

1. The development of a Corporate Governance Statement and Manual detailing:   
     a. roles and responsibilities of the Board, individual Directors, the Chief Executive Officer and senior management;
     b. delegations of powers and authorities;
     c. Board composition, appointments, tenures;
     d. protocol for Board meetings;
     e. Board committees including roles, composition, meetings, etc;   
     f. dealing with conflicts of interest;
     g. Board assessments and performance reviews;
     h. financial reporting and audits;
     i. legal compliance;
     j. corruption and fraud control;
     k. risk management; and
     l. processes for obtaining independent professional advice.
2. The development of manuals for Directors, officers, and company secretaries outlining their statutory and common law duties.
3. Establishment of a number of Board committees to assist in carrying out Board duties, monitor performance, and allow detailed consideration of complex issues.
4.  The adoption of the following policies and procedures which apply to all Directors, senior managers, officers, and employees:   
     a. Company Constitution;
     b. Code of Conduct;
     c. Integrity and Accountability Framework including a Public Interest Disclosures (Whistleblowers) Policy;
     d. Delegations Policy;
     e. Risk Management Policy and Guidelines;
     f. Fraud and Corruption Control Policy and Guidelines;
     g. Compliance Policy and Framework;
     h. Gifts and Benefits Policy;
     i. Disclosure of Interests Policy;
     j. Shareholder Communications Policy; and
     k. Insider Trading Policy.The adoption of the following policies and procedures which apply to all Directors, senior managers, officers, and employees:
5. The development of a corporate planning framework including a five-year Corporate Plan, annual Statement of Corporate Intent (SCI), and divisional business plans.
6.  The development of a corporate reporting framework including quarterly and annual performance reporting to the Corporation's shareholding Ministers and other stakeholders.  
7. The development of other policies and processes aimed at increasing accountability and transparency while also reducing business risks.

A number of the above policies and procedures are to read and download below.

The Corporation's corporate governance framework incorporates all governance recommendations outlined in the Corporate Governance Guidelines for Government Owned Corporations (February 2009) and the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations (where applicable and relevant to the Corporation as a company GOC).

Corporate Registers

The Corporation maintains a Register of Members and Register of Charges in accordance with the Corporations Act 2001 (Cth).

The Corporation also maintains a Gifts and Benefits Register in accordance with its Gifts and Benefits Policy. These registers are available for public inspection at the Corporation's principal place of business.