SYDNEY PORTS CORPORATION ANNUAL REPORT 12

94
Sydney PortS CorPoration
Statutory diSCloSureS
2011/12 (Continued)
CorPorate GovernanCe
Good corporate governance creates and sustains an ethical
and legal environment which recognises the interests of
all stakeholders in a corporation. The Board of Sydney
Ports is responsible for overall corporate governance of
the Corporation and has adopted corporate governance
practices and procedures that are appropriate to manage
Sydney Ports in the best interests of the Voting
Shareholders and other stakeholders.
The Board has adopted the NSW Treasury Guidelines
for Boards of Government Businesses (Guidelines) and
this corporate governance section outlines Sydney
Ports’ governance practices during 2011/12. Sydney Ports
complies with each of the recommendations.
the roLe of the board
The Board is responsible for overseeing the business
and commercial affairs of Sydney Ports including:
■■ approving the strategy
■■ approving the business and financial objectives
■■ monitoring business and financial performance
■■ reviewing performance and remuneration of executive
management
■■ reviewing the risk management and internal control
framework
■■ recommending to the Portfolio Minister the appointment
and removal of the Chief Executive Officer
■■ reviewing any reporting to Voting Shareholders.
The Chief Executive Officer is responsible for the day
to day management of the operation of Sydney Ports
in accordance with the general policies and specific
directions of the Board. It is the responsibility of the Board
to oversee the activities of management in carrying out
these delegated duties.
The Board’s role and responsibilities to each key
stakeholder are set out in the Sydney Ports’ Board Charter
which is available on the Corporate Governance section of
the Sydney Ports website.
board CommitteeS
To assist the Board in discharging its functions and to allow
a more detailed analysis of the specialised areas of finance,
risk, audit, human resources, governance, remuneration
and special projects, the following Committees have been
established:
■■ Audit and Risk Committee
■■ Remuneration and Human Resources Committee
■■ Nominations Committee
■■ Major Projects Committee.
Each Committee has a clear charter setting out its roles,
responsibilities and delegated authority from the Board.
The Board Charter and all Board Committee Charters are
reviewed on a regular basis. During the 2011/12 year, the
Board Charter and all Committees’ Charters were revised.
Sydney PortS CorPoration annUaL rePort 2011/12
The Port Botany Landside Improvement Strategy
Committee completed its purpose and was disbanded
by the Board on 26 August 2011. There were no meetings
of this Committee held during the 2011/12 year.
audit and risk Committee
The Chairman of the Audit and Risk Committee is Robert
Dunn. Mr Dunn is an independent non-executive Director,
who is not the Chairman of the Board. Other members of
the Committee as at 30 June 2012 were Talal Yassine and
John Brogden, who were each independent, non-executive
Directors. While Mr Yassine remains a member of the
Committee, Mr Brogden subsequently resigned as a
Director of Sydney Ports effective from 30 June 2012.
Michael Braham and Rene van der Loos were also
members of the Committee for part of the 2011/12 year.
Each member of the Committee is financially literate
and has knowledge of the business. Mr Dunn has
qualifications and experience in accounting. The Board
considers the mix of skills and experience on the Audit
Committee appropriate to meet the responsibilities of
its charter.
The Committee is responsible for oversight and review of:
■■ financial control and reporting
■■ risk management
■■ debt structure and debt instruments
■■ accounting policies
■■ the evaluation of all major capital expenditure proposals
■■ business ethics, policies and practices
■■ internal controls
■■ compliance with taxation and other applicable laws and
regulations
■■ integrity and performance of the internal audit function,
including appointing the Internal Auditor
■■ external auditor’s audits, management letter and
management’s responses
■■ corporate governance.
The Committee met five times during 2011/12. A copy of
the Audit and Risk Committee Charter is available on the
Corporate Governance section of the Sydney Ports website.
remuneration and human resources Committee
The Chairman of the Remuneration and Human
Resources Committee is Penny Bingham-Hall.
Ms Bingham-Hall is an independent non-executive
Director, who is not the Chairman of the Board. Other
members of the Committee are Talal Yassine and Robert
Dunn, who are each independent, non-executive Directors.
Rene van der Loos, Michael Braham and John Brogden
were also members of the Committee for part of the
2011/12 year.