Corporate Governance Framework June 2015

Corporate Governance Framework June 2015

This publication has been compiled by Don Clunes of the Office of the Director-General, Department of Energy and Water Supply. State of Queensland, 2015. The Queensland Government supports and encourages the dissemination and exchange of its information. The copyright in this publication is licensed under a Creative Commons Attribution 3.0 Australia (CC BY) licence. Under this licence you are free, without having to seek our permission, to use this publication in accordance with the licence terms. You must keep intact the copyright notice and attribute the State of Queensland as the source of the publication. For more information on this licence, visit http://creativecommons.org/licenses/by/3.0/au/deed.en The information contained herein is subject to change without notice. The Queensland Government shall not be liable for technical or other errors or omissions contained herein. The reader/user accepts all risks and responsibility for losses, damages, costs and other consequences resulting directly or indirectly from using this information.

Contents Contents...i Legislative Basis... 1 Governance Defined... 1 Department of Energy and Water Supply s (department) Governance Structure... 1 Executive Management Team (EMT)... 2 Standing Members... 2 Advisors to EMT... 2 Invited Members... 2 Purpose and Role... 2 EMT Procedural Matters... 3 Meeting Frequency... 3 Quorum... 3 Proxies... 4 Secretariat... 4 Forward Business List (FBL)... 4 Agenda... 4 Minutes... 4 Regular Review... 4 Responsibilities of EMT members... 5 EMT Committees... 5 ICT Investment and Strategy Committee (IISC)... 6 High Performance Framework Steering Committee (HPFSC)... 7 Customer Engagement Committee (CEC)... 7 Data and Analytics Consultative Committee (DACC)... 8 DEWS Innovation and Science Committee (DISC)... 8 Other Committees... 9 Audit and Risk Committee (ARC)... 9 Operational Finance Committee (OFC)... 10 Agency Consultative Committee (ACC)... 10 Staff Culture and Strategy Reference Committee (DEWSLink)... 11 Other Groups... 11 Senior Management Forum (SMF)... 11 Leadership Group... 11 Supporting Frameworks... 12 Attachment 1... 13 Corporate Governance Framework i

Legislative Basis Under section 7 of the Financial and Performance Management Standard 2009 (FPMS), the Director-General is required to establish a governance framework appropriate for the department. Governance Defined Governance has a very broad coverage and includes: How an organisation is managed Its corporate and other structures Its culture, policies and strategies and the way it deals with its various stakeholders. The concept encompasses the manner in which public sector organisations acquit their responsibilities of stewardship by being transparent, accountable and prudent in: direction setting and decision making (including investment decision making); performance management, issue and risk management and other compliance activities; and providing advice and in managing and delivering services, programs and projects. The FPMS broadly defines governance as the way the department manages the performance of its functions and operations. The FMPS describes good governance as also: incorporating the cultural and operational aspects of an agency that are influenced by its actions and decisions; including the concepts of openness, integrity and accountability; due care; and public defensibility; incorporating the ethics principles for public officials under the Public Sector Ethics Act 1994, section 4; and including establishing a performance management system, a risk management system and an internal control structure. Department of Energy and Water Supply s (department) Governance Structure The department has a two-tiered governance structure: Executive Management Team (EMT) EMT Committees. The department s governance framework ensures the department undertakes its responsibilities for policy and service delivery in an open, accountable and ethical way. It provides internal mechanisms to ensure departmental services are aligned with the Government s priorities and departmental strategic objectives. - 1 -

Our governance framework also ensures the prioritisation of resources and efforts to facilitate the outcomes envisaged by our Blueprint and Strategic Plan. By supporting the desired cultural and operational aspects of the department our governance framework enables cultural change and continuous improvement. This framework will be reviewed annually by the Office of the Director-General, or as required, to ensure it reflects organisational and service delivery objectives. The governance structure is illustrated in Attachment 1. Executive Management Team (EMT) Standing Members EMT is chaired by the Director-General and members are: Deputy Director-General, Water Supply Deputy Director-General, Energy Deputy Director-General, Business and Corporate Partnerships (BCP) Director, Office of the Director-General (Secretariat). Advisors to EMT From time to time, EMT co-opts advisors. These advisors currently include: Chief Finance Officer Director, Culture and Strategy. Invited Members All departmental SES officers and a representative of DEWSLink are invited to attend EMT meetings once a month. Other officers may be invited to attend meetings as required. Purpose and Role EMT functions as the department s board of management and oversights the present and future work requirements of the department and agrees policy and strategic direction. EMT also functions as the department s Strategic Finance Committee, supported by an operational-level Finance Committee. EMT takes a collaborative management approach to addressing the challenges facing the department and works together to ensure optimal outcomes, in line with the department s strategic priorities. The collective responsibility of EMT is to ensure integration and collaboration on strategic issues across the department and the prioritisation of resources and capabilities to facilitate and deliver key outcomes. EMT is also responsible for the efficient and effective operation of the department under the following legislation: Corporate Governance Framework 2

Financial Accountability Act 2009 and Financial and Performance Management Standard 2009 Public Service Act 2008 Public Records Act 2002 Public Sector Ethics Act 1994 Right to Information Act 2009 Information Privacy Act 2009. EMT s role includes developing and leading the organisation s culture of integrity which includes a strong focus on customers and service delivery. This includes the support, promotion and monitoring of the department s Integrity Framework to minimise the risk of misconduct and enhance the department s ethical standing and ensure public confidence in how services are delivered. The key document providing guidance for the desired departmental culture is the Blueprint for Better outcomes (Blueprint). The Blueprint outlines the vision of the customer-centric agency that the department wants to be. Developed by the staff for the staff, the Blueprint allows the department to identify critical behaviors which must underpin the delivery of its services and functions. These behaviours are: involve customers and provide them with the information they need analyse develop smarter tools and systems to access and analyse data and use customer intelligence and strong evidence to support our decision making review and innovate to meet changing customer needs develop the workforce of the future with the right skills and capabilities deliver a work program based on customer needs collaborate with partners and staff to embrace change and innovation. The Blueprint sits above the department's governance, performance and planning systems and tools to ensure that those things which shape workplace culture point towards the desired culture. EMT Procedural Matters Meeting Frequency EMT meets weekly. Additional special meetings are held as required during the year. These additional meetings focus on strategic planning, culture and strategy activities, budget preparation, and the estimates process. EMT members are responsible for briefing their direct reports on relevant EMT deliberations and decisions. Quorum The quorum consists of 50 per cent plus one of the standing members. Corporate Governance Framework 3

Proxies In the event of a member not being able to attend a meeting, an appropriate proxy should attend. Proxies contribute to achieving a quorum. Secretariat The function of secretariat for EMT is provided by the Office of the Director-General. Forward Business List (FBL) The EMT FBL is maintained by the Secretariat. Agenda An agenda is prepared for the meetings. Forward action items are decided at previous week s meeting by reviewing the FBL and confirming items for the next week s agenda. Late papers will only be circulated if agreed by the Director-General. EMT members are encouraged to identify policy issues for discussion at meetings. Relevant issue papers are to be circulated to members prior to meetings. Matters are to be considered and decided in accordance with the agenda. There are a number of standing agenda items including: Health and safety the Cabinet and CBRC Forward timetables. Minutes Minutes of meetings are forwarded to members as soon as possible after the meeting. The minutes are to be short and record the decision or action. Minutes should also record the names and positions of those attending the meeting, as well as apologies. A master copy of the minutes of EMT meetings is maintained by the secretariat and contains copies of all supporting reports and submissions, etc. EMT decisions are communicated as appropriate. This may be to the EMT Committee, to particular officers, specific groups or the whole department. Regular Review The functioning of EMT is to be reviewed at least once every two years or more frequently when there is an organisational need. Other issues pertaining to the operation of EMT may also be examined at the discretion of the Director-General. The results of each review are to be considered at an EMT meeting. Corporate Governance Framework 4

Responsibilities of EMT members Under section 61 of the Financial Accountability Act 2009, accountability resides solely with the chief executive (i.e. the Director-General) of a department of government as the accountable officer. However, the Director-General has delegated some functions to assist in the department s governance. The role of the EMT members who are divisional heads includes: informing and influencing the department s strategic direction and organisational outcomes contributing to the development and implementation of the department s culture and strategy program identifying the challenges, risks and emergent issues within their division overseeing major government initiatives, major departmental initiatives and policies and interdepartmental initiatives undertaking regular evaluations to determine whether resources are being used wisely to achieve the desired operational results undertaking regular assessments of the inputs and outcomes of their group against performance targets, budgets and business plans ensuring compliance with legislation, regulation, policy and standards set by the government preparing business and operational plans ensuring all officers have Performance and Development Agreements in place complying with, and ensuring employees understand and comply with the Code of Conduct, relevant legislation, departmental delegations, policies, directives and standards, and other information required to satisfactorily perform their duties providing strong leadership and fostering an ethical environment making decisions that are ethical, fair, transparent and consistent Implementing measures to address systemic issues reporting as required. EMT Committees EMT is supported by committees formed as required to perform specific tasks or assignments. The committees provide advice and recommendations to EMT for consideration and approval. The committees also contribute to monthly dashboard reporting to EMT encompassing key performance and business-related indicators. A report on their activities will be made to EMT on a quarterly basis, at a minimum. Corporate Governance Framework 5

EMT Committees include: ICT Investment and Strategy Committee High Performance Framework Steering Committee Customer Engagement Committee Data and Analytics Consultative Committee DEWS Innovation and Science Committee. ICT Investment and Strategy Committee (IISC) Information and Technology Partners (ITP) is responsible for the delivery of information technology and Information management services to the department and the other agencies within the Business and Corporate Partnership. To comply with information standard IS2 ICT Resources Strategic Planning, each agency in the Business and Corporate Partnership must establish effective governance arrangements, including an Information Steering Committee or equivalent, that ensure the agency s ICT investment and assets remain aligned with agency business priorities and plans and support whole-of-government ICT directions. The department has an information steering committee to oversee its own ICT investment and strategy. The chair of each agency s IISC will also participate in an ICT Partnership Board in which the six agencies discuss common interests related to their information investment and assets. The purpose of the department s IISC is to: ensure the department s ICT investment and assets remain aligned with its business priorities and plans and support whole-of-government ICT directions provide whole-of-agency leadership, strategic direction and oversight in the planning and delivery of the portfolio of ICT-related initiatives in the department provide assurance to the Director-General that information management and ICT in the department is being appropriately governed to ensure return on investment through effective delivery of approved initiatives, and meeting government priorities. Committee membership: The IISC is sponsored by the Director-General with a rotating chair. Membership of the IISC comprises representation from each Division of the department (preferably at SES level), and the Chief Information Officer (CIO) or representative. External representatives may be required to attend as non-members on an asneeded basis. Meeting Frequency: The IISC will meet monthly or as otherwise determined by the Chair. Corporate Governance Framework 6

High Performance Framework Steering Committee (HPFSC) The role of the HPFSC to oversee the development and implementation of the High Performance Framework. This committee is responsible for implementing a number of foundation projects which will facilitate and embed high performance in the department. These projects focus on: Leadership Skills and Capabilities Learning and Development Reward and Recognition Individual Performance Business Planning and Performance. Committee structure: Chair Deputy Director-General, Energy Deputy Director General Water Supply Division General Manager, Energy Industry Policy General Manager, Water Planning and Regulation General Manager, Consumer and Pricing Executive Director, Human Resources and Communications Director, Culture and Strategy Manager, Human Resources Principal Planning and Governance Officer. Customer Engagement Committee (CEC) The CEC, which incorporates the Online Committee, is a consultative committee responsible for identifying customer and business needs in the design and delivery of information via online tools. In identifying these needs the CEC considers the: purpose and intent of information placed on the department s website role of social media within the department s online communication strategy likely future web communication needs of business units and divisions customer groups or intended audience for the information types of information and consistent principles that should apply to information released online appropriate user interface to generate understanding by customers aspects of design which meet these requirements. Corporate Governance Framework 7

CEC structure: Chair Director, Office of the Director-General Director, Web and Creative Services Director, Culture and Strategy Manager, Web Services Senior Communications Officer DEWSLink Member(s) Energy and Water Division staff representatives. Data and Analytics Consultative Committee (DACC) The role of the DACC is to provide an advisory and consultative platform for enhancing existing analytics capabilities and promoting the more effective use of data and analytics within the department by: advising EMT on strategic decisions regarding analytics, including capability development, resource procurement and financial expenditure planning the business application of data and analytics through developing implementation plans and identifying resource requirements reviewing and monitoring the progress of data and analytics project deliverables creating cross divisional dialogue and ideas-sharing and capturing the innovative ideas of staff and partners identifying opportunities to share data and analytics with customers and partners. DACC structure: Chair Director Pricing Policy and Analytics Director Culture and Strategy Energy and Water division staff representatives. DEWS Innovation and Science Committee (DISC) The DISC has the role of promoting and fostering a research and development (R&D) and innovation focused culture by: establishing links with research and development organisations, scientific facilities and universities so that staff are informed on upcoming R&D projects and new technologies assessing, in consultation with relevant stakeholders, how upcoming new technologies or business processes might shape the future development of the department s policies, regulatory practices and service delivery engaging universities and other academic institutions to assist the department in developing policy and strategy Corporate Governance Framework 8

supporting opportunities for industry problem-solving through the industry expert panels and other opportunities to pair industry stakeholders with appropriate faculties, scientific think-tanks and R&D organisations creating an internal framework and structure which allows new business process ideas and methods (stemming from new technologies and R&D) to be implemented within the department providing advice to EMT on any grants or funding processes that support the work programs of the department and/or its partners. Other Committees Audit and Risk Committee (ARC) The ARC is not an EMT Committee. The ARC is not a decision-making committee, rather it provides advice to the Director-General as the accountable officer. The ARC supports the Director-General in discharging his responsibilities under the Financial Accountability Act 2009 and provides independent advice to the Director-General on matters including corporate governance practices, risk management, financial reporting and internal control systems. The ARC is directly responsible and accountable to the Director-General for the exercise of its duties and responsibilities. The functions and role of the ARC do not diminish the statutory and regulatory duties and responsibilities of the Director-General, nor do they detract from management s responsibilities in relation to corporate governance, internal control, fraud prevention and risk management. The ARC acts as a forum for dialogue between the Director-General, senior management, Internal Audit and the Queensland Audit Office. The ARC does not replace or replicate established management responsibilities and delegations, the responsibilities of other executive management groups within the department or the reporting lines and responsibilities of either internal audit or external audit functions. The ARC provides reports on its findings directly to the Director-General, particularly when issues are identified that could present a material risk or threat to the department. Further details can be found in the ARC Charter. Corporate Governance Framework 9

Operational Finance Committee (OFC) While not an EMT committee, the OFC supports EMT by providing an operational oversight of financial management for the department including internal controls and support services provided in its delivery. The OFC provides advice and recommendations to EMT for consideration and approval. The OFC has an oversight and endorsement role over a range of financial and risk management functions including monthly financial reporting, resource allocation, financial compliance and internal controls. In particular the OFC: monitors the financial performance of the department against its priorities and approved budgets ensures a sound internal control environment is maintained oversees its relationship with Queensland Shared Services in terms of financial services, compliance and internal controls monitors financial policy development monitors the use of financial resources. OFC structure: Chair - Chief Finance Officer Senior Finance Officers - Financial Services Executive Officers to the Deputy Directors -General Energy and Water Supply Senior Business Support Officer (Secretariat) Business Support Officers Energy and Water Supply Invitees include representatives from: Internal Audit Queensland Shared Services The OFC meets monthly. Agency Consultative Committee (ACC) The ACC is co-chaired by the Executive Director, Human Resources and Communications, and an employee representative from the unions. There are management representatives from across the department on the ACC. The ACC meets quarterly and is the primary forum for consultation on the department s current and emerging industrial issues, workforce strategy and organisational change issues. This includes ensuring the department implements and complies with all relevant arrangements under the Industrial Relations Act 1999, the Public Service Act 2008 and the State Government Departments Certified Agreement 2009 (the Core Agreement). Corporate Governance Framework 10

Staff Culture and Strategy Reference Committee (DEWSLink) DEWSLink is the body responsible for providing feedback from staff on the programs and initiatives developed to align the department s culture with its Blueprint. The role of DEWSLink is to: Act as a conduit between staff and management at all levels (up to EMT) Proactively seek ideas from staff on ways to enhance the department s culture Act as a sounding board and champion staff initiatives for implementation Provide information and get feedback from staff on workplace change initiatives Initiate ideas to help move towards the organisational culture the department prefers. Meeting Frequency: DEWSLink meets fortnightly. For further information on DEWSLink please see the Terms of Reference. Other Groups Senior Management Forum (SMF) SMF is an information sharing and networking group established to improve cross-agency communication and knowledge. Forums are held monthly and are open to all AO8, SO and SES officers. Speakers include both external and internal guests who present on a range of subjects. SMF has a rotating chair. Leadership Group The department holds at least one strategic planning day each year involving all SES and SO Officers. These workshops are to ensure that senior managers are involved in and committed to: the development of the department s strategic direction and organisational outcomes the development and implementation of the department s renewal program identifying the challenges, risks and emergent issues facing the department as well as any mitigating strategies. Corporate Governance Framework 11

Supporting Frameworks Strategic Audit Plan Integrity Framework (includes Code of Conduct, ethics, fraud control plan and complaints) Financial Management (includes procurement and budget management) Managing HR Performance and Development Risk management framework (includes policy and procedure and Risk Appetite Statement) Health, safety and wellbeing Information management. Corporate Governance Framework 12

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Telephone enquiries Water: Energy: 13 QGOV (13 74 68) business hours 13 43 87 business hours Visit: www.dews.qld.gov.au Corporate Governance Framework