SunWater’s corporate governance framework is underpinned by our values, principles of ethical conduct and behavioural expectations.
SunWater is committed to best-practice corporate governance to ensure appropriate degrees of accountability and transparency and has aligned its corporate governance practices to the eight principles outlined in the Corporate Governance Guidelines for Government Owned Corporations (v. 2.0).
Principle 1: Foundations of management and oversight
The Board operates under the Constitution of SunWater Limited and a Board Charter which defines the role and responsibilities of the Board and a Delegation of Authority Policy and Framework which further embeds those matters specifically reserved to the Board and those matters delegated to management.
The Board has established three Board Committees to assist it with its role and each committee operates under its own charter:
Audit, Finance and Risk Committee
Patrice Sherrie (Chairman)
Leith Boully (Member)
Jo Sheppard (Member)
Leith Boully (Chairman)
Patrice Sherrie (Member)
David Stewart (Member)
Strategic Projects Committee
Leith Boully (Chairman)
David Stewart (Member)
Vanessa Sullivan (Member)
Principle 2: Structure the Board to add value
The Chairman and members of the Board are appointed by the Shareholders and all directors of SunWater are non-executive directors (including the Chairman). Information about our directors can be found on our Board page.
The Board has documented procedures for managing and disclosing conflicts of interest and assessing the independence of judgment of directors. Click here for a copy of the Conflict of Interest Policy for Directors.
The Board regularly evaluates its performance, the performance of individual directors, the Chair and the Board Committees pursuant to the Board Performance Evaluation Policy. The Board works towards achieving Board KPIs established as an outcome of the Board performance review.
The Board has also undertaken a board skills assessment in March 2017 to ensure all directors have appropriate skills aligned to SunWater’s business objectives and strategy. Pursuant to SunWater’s Board Professional Development Policy, training and development requirements are identified and actioned to ensure that directors have appropriate skills and knowledge of water industry and corporate governance issues.
Principle 3: Promote ethical and responsible decision making
SunWater holds all directors and employees to the highest standards of ethical behaviour. SunWater is committed to corporate practices which recognise the interests of employees, customers and the community as a whole and obligations of corporate social responsibility.
SunWater has implemented a Code of Conduct outlining the practices necessary to maintain stakeholder, industry and community confidence in the behaviour of all individuals at SunWater.
The Board has also adopted a Director’s Code of Conduct and a Trading in Securities Policy and Guide which applies to regulate any situation where employees or contractors may in the course of their duties have access to inside information about any securities or where dealings in securities may create a conflict of interest.
SunWater has partnered with EthicsPoint to provide an independent telephone and online disclosure reporting line for employees and third parties to report misconduct anonymously (SunWater Whistleblower Hotline). There is also a dedicated online portal on SunWater’s website: Reporting Unlawful or Unethical Behaviour Contact under the Contact Us tab to facilitate reporting of allegations of unethical behaviour, misconduct and fraud.
Principle 4: Safeguard integrity in financial reporting
The CEO and CFO are asked to certify the accuracy of SunWater’s financial statements. SunWater’s Audit, Finance and Risk Committee assists the Board to fulfil its financial reporting and risk management responsibilities. The Committee reviews financial information presented by management, oversees the quality of audits conducted by internal and external auditors, assesses the adequacy of accounting policies and effectiveness of control systems. In addition, the Committee monitors significant business transactions and processes including capital structure and taxation.
Principle 5: Make timely and balanced disclosures
SunWater has in place a Disclosure to Shareholders Policy which captures the disclosure requirements under the Government Owned Corporations Act (1993), Financial Administration and Audit Act (1977) and Government policy and guidelines and sets out clear accountabilities for making timely, accurate and balanced disclosure.
SunWater also maintains a publication scheme on its website, in accordance with its obligations under the Right to Information Act 2009 (Qld).
Principle 6: Respect the rights of shareholders
SunWater’s Shareholders are advised in accordance with the Shareholder Communication Policy, in a timely manner of all issues likely to have a significant financial, operating, social or environmental impact on the business. Shareholder approvals are sought as appropriate, pursuant to legislation and Shareholder policy guidelines.
SunWater’s approach is based on the key principles of building trust through clear, responsive communication that manages expectations, engages early, and offers a range of different mediums to reach each stakeholder In the case of shareholding Ministers, our communication strategy is aimed at providing Shareholders with accurate and timely information so they can make informed assessments of the Corporation’s operations and performance. These shareholding Minister communications include:
- five-year corporate plan, updated annually
- an annual Statement of Corporate Intent
- an Annual Report
- quarterly scorecards reporting on performance.
Principle 7: Recognise and manage risk
The Board has ensured that through a system of oversight and management controls that SunWater has the ability to understand and subsequently manage its risks across all levels of the organisation. The Board has adopted an Risk Management Policy to guide the system of oversight and risk management.
The Board, with the assistance of its committees, has put in place a rigorous governance model to ensure a sound system of oversight in the management of and monitoring of changes to the strategic and operational risk profile throughout the year. The Board and management team worked together to develop risk appetites and risk tolerances for SunWater and monitor enterprise risks through the monthly CEO’s report.
On a quarterly basis, the Audit, Finance and Risk Committee receives a comprehensive enterprise risk register which includes mitigation plans and actions. The Committee also undertakes a deep dive into key business areas to assess risks and controls on a quarterly basis.
Fraud control and prevention
The Corporation does not tolerate or condone fraud or corruption and ensures that all instances of fraud and misappropriation are promptly reported and
SunWater has a high-level commitment to the prevention of fraud both within SunWater and against SunWater. It has implemented policies and procedures to address the risks of fraud.
SunWater has internal and external audit functions which are separate and independent of each other.
Internal audit is a key component of SunWater’s corporate governance framework. SunWater’s internal audit provides an independent assurance activity over the internal control systems across SunWater by delivering audit work against an annual internal audit plan which is approved and monitored by the Audit, Finance and Risk Committee.
Principle 8: Remunerate fairly and responsibly
SunWater has established a Remuneration Committee which meets at least four times each year and assists the Board in discharging its duties in regard to CEO succession, executive appointments, executive performance, staff remuneration and employee relations matters. It considers and recommends to the Board, the remuneration and terms of employment for the CEO and senior executives and is directly involved in the associated performance planning and review process.
The Remuneration Committee also oversees the SunWater Enterprise Agreement renewal process. The appropriateness of SunWater’s remuneration strategy is assessed utilising community and industry standards and other external information.
Remuneration of directors
Remuneration of directors is determined by the shareholding Ministers.
Senior executive remuneration
The Remuneration Committee oversees remuneration of the CEO and senior executive remuneration. CEO and senior executive remuneration is set by the Board in accordance with Queensland Government guidelines. Their remuneration is based on external independent advice on position evaluation and having regard to Queensland Government policy.
Remuneration for the majority of SunWater staff, excluding staff members on individual employemet contracts is determined by the Enterprise Agreement in accordance with the Queensland Government-approved bargaining framework Remuneration for staff on individual employment contracts is based on the median salary relative to each evaluated position and the employee’s individual performance.