Corporate governance

May 21, 2022

Our Board 

GPC is required to comply with the Corporate Governance Guidelines for Government Owned Corporations (GOC) established under the Government Owned Corporations Act 1993 (GOC Act). 

GPC’s governance framework ensures that our actions are aligned with government and stakeholder priorities and provides the leadership GPC requires to:  

  • attain our vision 
  • undertake our mission 
  • uphold our values 
  • efficiently and effectively achieve our goals and objectives.

GPC is a public company incorporated under the Corporations Act 2001 (Cth). Our Directors are appointed by the Governor in Council, pursuant to the Government Owned Corporations Act 1993 (GOC Act).  

View our Board charter

A structure that adds value 

 Gladstone Marine Pilots Services (GMPS) has the same Directors as GPC. All Directors are non-executive Directors. GPC is committed to ensuring that all new members of the Board receive an effective induction to their Board and Committee responsibilities as well as an overview of our structure, operations, policies and processes.  

Role of the Board 

Our Board assumes overall responsibility for corporate governance practices within GPC and monitors the performance of the Corporation, its management and employees. The Board, in conjunction with the Chief Executive Officer (CEO), establish and implement our operational, financial and strategic direction as outlined in our one-year (Statement of Corporate Intent), five-year (Corporate Plan) and long-term (50-year Strategic Plan) plans. Ongoing government, customer, community and employee consultation assist the Board to enact the corporate objectives defined in these plan 

Board committees 

The Board may delegate its powers to a committee of Directors. GPC has two committees. The People Performance and Culture Committee (PPCC) and the Audit and Risk Committee (ARC). One Director on each committee is appointed Committee Chairperson by the Board. 

Management personnel attend these meetings as required.GPC’s external and internal Auditor attend the ARC meetings. 

View the Audit and Risk Committee (ARC) Charter 

View the People Performance and Culture (PPC) Charter

Act ethically and responsibly   

GPC’s ethical standards such as the Code of Conduct, Fraud and Corruption Prevention Policy, and Risk Management Policy, and the means by which we implement them, form part of the induction for all new Board members and employees. Updates are provided as new policy developments occur and as part of our CEO’s annual business update sessions.  

You can view our policies on our Release of Information Publication Scheme page. 

Code of Conduct 

A Code of Conduct has been developed and formally adopted by the Board. The code gives detailed advice on the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. It also provides comprehensive examples to illustrate application of the code. Employees are reminded of their obligations under the code during annual business update sessions presented by the CEO. Our code reflects the requirements of the Public Sector Ethics Act 1994. 

Fraud and Corruption Prevention Policy 

Fraud and Corruption Prevention applies to all Directors and our employees. A policy was developed to assist management and employees in the discharge of their responsibilities by setting out the procedures for managing fraud and corruption. 

The Company Secretary is the Fraud Control Officer for the purposes of the policy. All incidences of theft and related activity are reported to the ARC by the Fraud Control Officer on a regular basis for consideration of fraud control initiatives. Employees are also reminded of their obligations under this policy at the annual business update sessions. 

Whistleblowers 

All suspected and actual misconduct and reprisal action must be reported in accordance with the Public Interest Disclosure (PID) Procedure.  

Under our Code of Conduct, all GPC employees are required to report any reasonably based suspicion of theft, fraud, assault, corruption and/or official misconduct to their manager, another appropriate officer of GPC, the PID Officer, through GPC’s confidential reporting hotline (1800 063 408), through the Crime and Corruption Commission or by phoning 1800 061 611. 

While the GPC Hotline is intended primarily to be a service for employees, contractors and customers of GPC, the same reporting channel is available for the community to raise issues and concerns. No calls to the Hotline will be dismissed on the basis of their source.  

GPC Hotline 

The GPC Hotline is a free call number, 1800 063 408, and is available 24 hours a day, seven days a week. 

Procedure on Public Interest Disclosure  

GPC is committed to creating and maintaining a workplace where strong ethical standards are upheld and displayed through employee behaviour. This includes the reporting and management of misconduct and reprisal, legally referred to as PID. This Procedure has been developed to encourage the reporting of PIDs, provide transparent and accessible reporting processes, and protect employees who make a PID. 

The Company Secretary is the PID Officer for the purposes of the Procedure. All PIDs and related activity are reported to the ARC by the PID Officer on a regular basis for consideration. Employees are also reminded of their obligations under this Procedure at the annual business update sessions.  

Public Interest Disclosure Procedure 

Recognising and managing risk  

Our Board retains ultimate responsibility for risk management and for determining the appropriate level of risk that the Board is willing to accept in the conduct of our business activities. The CEO provides the interface between the business units and the Board. Overall, the CEO has the ultimate responsibility for maintaining a Board-endorsed, robust corporate risk management system within GPC that — through transparency in reporting — reflects the true state of business risk exposure. 

 GPC is committed to: 

  • behaving as a responsible corporate citizen, protecting employees, customers, contractors and their property, as well as the community and the broader environment from unnecessary injury, loss or damage 
  • achieving our business objectives by minimising the impact of risks we can meaningfully and realistically control which would otherwise significantly affect our assets and earnings 
  • finding the right balance between the cost of control and the risks we are willing to accept as the legitimate grounds for earning reward. 

  
The principles behind this policy are based on AS/NZ 31000:2009 Risk Management — Principles and Guidelines, and Principle 7 of the Queensland Government’s Corporate Governance Guidelines for Government Owned Corporations — February 2009. 

Records management 

GPC is aware of its responsibilities under the Public Records Act 2002 which ensures that operational business needs, legal, evidential and accountability requirements are met, and stakeholder expectations are fulfilled.