CORPORATE GOVERNANCE

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). 
 
Shares in CleanCo are held by two shareholding ministers on behalf of the State of Queensland:
 
    • The Hon Cameron Dick MP – Deputy Premier, Treasurer and Minister for Trade and Investment
    • The Hon Mick de Brenni MP – Minister for Energy and Clean Economy Jobs

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

The CleanCo Board is committed to the highest ethical and governance standards and to act in the best interests of its stakeholders.  CleanCo’s corporate governance approach is a critical foundation to success.

Our governance arrangements align with the Queensland Government’s Corporate Governance Guidelines for Government Owned Corporations (“the Guidelines”). We are committed to full implementation of the Guidelines and have incorporated recommendations appropriate to our organisational maturity.

Details of how CleanCo has adopted each of the principles outlined in the Guidelines in its corporate governance practices and policies is set out below.

Principle 1: Foundations of management and oversight 

The Board’s ultimate responsibility is the provision of leadership to protect the current value of CleanCO and create longer-term value. This is outlined in the Board Charter (PDF 237KB), which defines the roles and responsibilities of the Board and its Directors.

The Board has established two committees:

    • Audit and Risk Committee– the purpose of this Committee is to assist the Board in relation to its audit and risk responsibilities.
    • People, Health, Safety and Environment Committee– the purpose of this Committee is to assist the Board in fulfilling its responsibilities in relation to our people, including their health and safety, and consideration of the environment.

These Committees assist in the execution of the Board’s role and help the Board meet its responsibilities.

Principle 2: Structure the Board to add value 

The CleanCo Board is comprised of eight independent, non-executive directors who have been appointed to the Board of CleanCo by the Governor-in-Council under the GOC act. The Board regularly assesses the independence of directors, and all actual, potential, or perceived conflicts of interests are assessed and managed 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 and independent assessments are undertaken every three years. The results of the external independent Board evaluation will be provided to shareholding ministers.

Principle 3: Promote ethical and responsible decision-making

CleanCo embodies the highest of standards of conduct and ethical behaviour and decision making through our employee culture and through the following policies applying to all Directors, officers, employees and contractors:

Code of Conduct (PDF 332KB).
Conflict of Interest Policy (PDF 199KB) 
Whistleblower and Public Interest Disclosure and Protection Policy (PDF 397KB) 
Anti-Bribery and Corruption Policy (PDF 252KB) 
Securities Trading Policy
   

At CleanCo we have an external whistleblowing hotline and online service giving our stakeholders an opportunity to speak up about dishonesty, fraud, unsafe environments, unethical and other inappropriate behaviour or misconduct. 

The whistleblowing hotline and online service details are: 

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. Appropriate systems and controls as required by the GOC Act, Corporations Act, Financial Accountability Act 2009 (Qld) and current best-practice are in place. CleanCo’s auditor is the Auditor General of Queensland and we have an Audit and Risk Committee with a minimum of three Board Directors as committee members.  

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: 

    • A Corporate Plan for the next gives years
    • A Statement of Corporate Intent (SCI) outlining goals and objectives for the next financial year 
    • Quarterly reports on our progress towards meeting the goals and objectives in the SCI
    • An Annual Report detailing our performance for the financial year and progress in meeting goals in both the SCI and Corporate Plan. 

CleanCo is subject to the GOC Release of Information Arrangements. Our Right to Information and Release of Information Policy (PDF 233KB) 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 values, achieving CleanCo’s long term goals and objectives, and supporting good 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 set by the Board and gaining assurance annually that the Risk Management Framework is implemented, effective and subject to review and continual improvement. As part of this process, CleanCo’s management reports to the Board around any identified risks, the effectiveness of the risk management measures and recommendations for improvements.

Principle 8: Remunerate fairly and responsibly  

CleanCo meets requirements for public accountability while satisfying the need to attract and retain high quality employees from competitive labour markets. Directors receive fees as determined by the Governor-in-Council and do not receive performance-based remuneration. 

When increasing senior executive remuneration, or awarding performance incentive payments, the Board complies with the Queensland Government’s Policy for Government Owned Corporations Chief and Senior Executive Employment Arrangements Version 2- October 2021.