The Board has adopted this Charter setting out its powers and functions and operational details relating to the Board.
The Charter is reviewed annually.
Role of the Board
The Board is responsible to the Portfolio Minister and Treasurer (the Shareholder Ministers) for:
- ensuring that the business and affairs of the Public Trustee are managed and conducted in a manner that is in accordance with sound commercial practice;
- the performance by the Public Trustee of its functions; and
- the achievement by the Public Trustee of its objectives as specified in the Government Business Enterprises Act 1995 (“the Act”) and as set out in the Corporate Plan of the Public Trustee.
Powers and Functions
The Board has the power to do all things necessary or convenient to be done in connection with the performance and exercise of its functions and powers under the Act or any other
- recommending the appointment (or removal) of the CEO to the Portfolio Minister;
- recommending the appointment of the Chairperson and directors of the Board to the Shareholder Ministers;
- establishing committees to assist in carrying out its responsibilities;
- providing delegations to the CEO and Senior Management;
- approving any matters in excess of delegations to the CEO and Senior Management in relation to business transactions, credit transactions, risk limits and expenditure;
- approving the annual budget, the corporate plan, risk management strategy and compliance procedures;
- approving and monitoring strategic and financial objectives and performance targets;
- monitoring and assessing management’s performance in achieving the strategies, performance targets and budgets approved by the Board;
- monitoring the financial performance and other required reporting by management;
- evaluating annually, the performance of the CEO and the Board;
- monitoring compliance with regulatory requirements;
- overseeing the risk management strategy and monitoring business risks;
- ensuring effective internal control systems;
- ensuring that management acts in the interests of the Public Trustee, takes into account the Shareholder Ministers expectations, complies with the various laws which impact on its operations and complies with relevant Government policies;
- providing an Annual Report to the Shareholder Ministers in accordance with the requirements of the GBE Act;
- delivering quarterly financial reports to the Treasurer;
- submitting annually a draft Corporate Plan and Statement of Corporate Intent covering four financial years commencing from the day it takes effect for approval by the Shareholder Ministers; and
- keeping the Shareholder Ministers informed of key financial and operational risks, business operations, achievement of performance targets, operational or policy issues and major customer and environmental issues.
The Board of Directors consists of:
- the chairperson of the Board; and
- not less than 3 and no more than 8 other persons.
The Chairperson and directors are appointed by the Governor on the joint recommendation of the Shareholder Ministers after considering recommendations made by the Board.
When a Director vacancy arises, the Board will conduct a skills audit to identify complementary skills to those of the current directors that meet the strategic needs of the organisation. When this is completed, a Director Role Statement will be prepared describing the knowledge, experience and skills being sought. Current Directors may nominate person(s) for consideration. A Panel comprising two directors and independent person will be established to prepare recommendations.
The process for the selection a new Chair will be conducted by the Department of Justice.
The Public Trustee is required to have an Audit Committee and an Investment Committee.
The Board may also establish other committees from time to time.
The Board will adopt charters or terms of reference setting out the composition, responsibilities, administration and other matters that the Board may consider appropriate
to that committee.
All minutes of the Committee meetings including recommendations for approval by the Board will be tabled at the next meeting of the Board.
Directors are paid an annual fee in accordance with Government Guidelines.
The Board sets the objectives and strategies for the Public Trustee and delegates the responsibility to the CEO for implementation. The CEO is responsible to the Board for implementation of those strategies and objectives.
The CEO is appointed by the Premier on the recommendation of the Portfolio Minister, after receiving the recommendation of the Board.
The Board assesses the performance of the CEO on an annual basis.
Induction and continuing education
The Board provides induction materials for new directors and opportunities for ongoing professional development for all directors.
Board Performance Evaluation
Each year the Board undertakes an evaluation of the performance of the Board, the Chair and its committees. Where the Board determines it necessary, the evaluation will be conducted by an external facilitator.
Code of Conduct
The Board has established a Code of Conduct for all directors. The Board reviews the Code annually.
Access to Independent Professional Advice
All directors of the Board have the right to seek independent professional advice in relation to matters pertaining to the Public Trustee and their role as a director. The cost of that advice
will be paid for by the Public Trustee.
When seeking such advice, directors will inform the Chairperson in advance.