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Western Australian Treasury Corporation 2012 Annual Report - Page 28Western Australian Treasury Corporation 2012 Annual Report - Page 29
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CORPORATE GOVERNANCE THE BOARD OF DIRECTORS (THE BOARD) OF WATC IS RESPONSIBLE FOR THE PERFORMANCE OF THE FUNCTIONS OF WATC UNDER THE WESTERN AUSTRALIAN TREASURY CORPORATION ACT 1986 (THE ACT). IN ORDER TO ENSURE THAT WATC CARRIES OUT ITS FUNCTIONS IN THE BEST INTERESTS OF THE STATE, ITS CLIENTS AND OTHER STAKEHOLDERS, THE BOARD SETS THE STRATEGIC DIRECTION OF WATC (WITH THE AGREEMENT OF THE MINISTER) AND ESTABLISHES THE POLICIES AND PRINCIPLES UNDER WHICH WATC OPERATES. THE CORPORATE GOVERNANCE PROCESSES ESTABLISHED BY THE BOARD ENSURE THAT IT IS ABLE TO FULFIL ITS STATUTORY OBLIGATIONS, GUIDE THE AFFAIRS OF WATC AND OVERSEE ITS PERFORMANCE. THE BOARD RELIES ON, AND HOLDS TO ACCOUNT, THE CHIEF EXECUTIVE OFFICER FOR THE OPERATIONAL MANAGEMENT OF WATC AND IMPLEMENTION OF THE STRATEGIC DIRECTION. BOARD COMPOSITION THE MEMBERSHIP OF THE BOARD IS DETERMINED IN ACCORDANCE WITH SECTION 5B OF THE ACT AND COMPRISES: I. THE UNDER TREASURER AS CHAIRPERSON; II. A TREASURY OFFICER NOMINATED BY THE UNDER TREASURER FROM TIME TO TIME AS THE DEPUTY CHAIRPERSON; III. THE CHIEF EXECUTIVE OFFICER OR ACTING CHIEF EXECUTIVE OFFICER OF WATC; AND IV. UPTOTHREEOTHERPERSONSWITHRELEVANTCOMMERCIALORFINANCIALEXPERIENCE APPOINTED BY THE MINISTER (APPOINTED DIRECTORS). AN APPOINTED DIRECTOR MAY HOLD OFFICE FOR A TERM NOT EXCEEDING THREE YEARS, AS IS SPECIFIED IN THE INSTRUMENT OF APPOINTMENT, BUT MAY BE REAPPOINTED FROM TIME TO TIME. AT 30 JUNE 2012, THE DIRECTORS OF WATC WERE: 1 THE CHIEF EXECUTIVE OFFICER IS THE ONLY DIRECTOR WITH EXECUTIVE RESPONSIBILITIES. ALL OTHER DIRECTORS ARE INDEPENDENT DIRECTORS. BOARD RESPONSIBILITIES THE BOARD IS RESPONSIBLE FOR THE PERFORMANCE OF THE FUNCTIONS OF WATC UNDER THE ACT. THESE FUNCTIONS INCLUDE: • TO BORROW MONEYS AND LEND MONEYS TO THE WESTERN AUSTRALIAN PUBLIC SECTOR; • TO DEVELOP AND IMPLEMENT BORROWING PROGRAMS FOR THE PURPOSES OF THE ACT; • TO MANAGE THE FINANCIAL RIGHTS AND OBLIGATIONS OF WATC; • TO ADVISE ON FINANCIAL MATTERS, INCLUDING DEBT MANAGEMENT, ASSET MANAGEMENT AND PROJECT AND STRUCTURED FINANCING; • TO MANAGE INVESTMENTS FOR THE DEPARTMENT OF TREASURY AND OTHER GOVERNMENT AGENCIES; WESTERN POWER APPRECIATES THE SUPPORT AND ASSISTANCE WATC HAS RECENTLY PROVIDED ON A NUMBER OF KEY INITIATIVES. WATC'S CONTRIBUTION HAS BEEN VITAL TO THEIR SUCCESS. WESTERN POWER WOULD LIKE TO ACKNOWLEDGE THIS CONTRIBUTION AND THANK WATC FOR ITS SUPPORT. DANIEL MANNING FINANCIAL RISK MANAGER, TREASURY WESTERN POWER NAME POSITION FIRST APPOINTED TERM EXPIRES TIMOTHY MICHAEL MARNEY CHAIRPERSON STATUTORY STATUTORY ANTHONY MICHAEL KANNIS DEPUTY CHAIRPERSON 1/03/2009 N/A JOHN MACPHERSON COLLINS 1 CHIEF EXECUTIVE OFFICER STATUTORY STATUTORY GAYE MARIE MCMATH DIRECTOR 1/01/2003 31/12/2013 CATHERINE ANNE NANCE DIRECTOR 15/07/1998 31/12/2012 GRAHAME JOHN SEARLE DIRECTOR 1/01/2009 31/12/2013 26 WESTERN AUSTRALIAN TREASURY CORPORATION COUNCIL HOUSE LIGHTING PROJECT
• TO ASSIST AUTHORITIES WITH MANAGING THEIR FINANCIAL EXPOSURES; AND • TO ASSIST THE STATE WITH THE MANAGEMENT OF ANY DEBT RAISED PRIOR TO THE ESTABLISHMENT OF WATC. IN FULFILLING THIS ROLE, THE BOARD GUIDES AND MONITORS THE AFFAIRS OF WATC. THIS INCLUDES: • REVIEWING AND ESTABLISHING (WITH THE MINISTER'S AGREEMENT) WATC'S STRATEGIC DEVELOPMENT PLAN AND STATEMENT OF CORPORATE INTENT EACH YEAR; • MONITORING THE PERFORMANCE OF WATC; AND • ENSURING THAT APPROPRIATE ACCOUNTING, RISK MANAGEMENT, BUDGETING, COMPLIANCE, INFORMATION TECHNOLOGY AND INTERNAL CONTROL POLICIES, SYSTEMS AND REPORTING PROCESSES ARE IN PLACE. THESE INCLUDE ITS RISK MANAGEMENT POLICY AND BUSINESS CONTINUITY PLAN. BOARD COMMITTEES TO ASSIST IN THE EXECUTION OF ITS RESPONSIBILITIES, THE BOARD HAS ESTABLISHED AN AUDIT AND RISK COMMITTEE AND A REMUNERATION COMMITTEE. AUDIT AND RISK COMMITTEE THE ROLE OF THE AUDIT AND RISK COMMITTEE, AS SET OUT IN THE TERMS OF REFERENCE APPROVED BY THE BOARD, IS TO GIVE THE BOARD ADDITIONAL ASSURANCE REGARDING THE QUALITY, INTEGRITY, RELIABILITY AND ADEQUACY OF WATC'S ACCOUNTING AND INTERNAL CONTROL SYSTEMS, FINANCIAL REPORTING AND COMPLIANCE PROCESSES. THE AUDIT AND RISK COMMITTEE IS RESPONSIBLE FOR CONTACT WITH WATC'S EXTERNAL AND INTERNAL AUDITORS TO ENSURE THAT SIGNIFICANT ISSUES AND INFORMATION ARISING FROM THE AUDITORS' ACTIVITIES ARE BROUGHT TO THE ATTENTION OF THE BOARD. AT MEETINGS OF THE AUDIT AND RISK COMMITTEE, THE EXTERNAL AND INTERNAL AUDITORS ARE INVITED TO ADDRESS THE AUDIT AND RISK COMMITTEE WITHOUT MANAGEMENT PRESENT. THE CHAIRPERSON REPORTS TO THE BOARD AFTER EACH MEETING, INCLUDING ANY FINDINGS AND RECOMMENDATIONS OF THE COMMITTEE. ATTENDANCE AT MEETINGS BY DIRECTORS THE MEMBERS OF THE AUDIT AND RISK COMMITTEE AT 30 JUNE 2012 WERE: NAME CATHERINE ANNE NANCE ANTHONY MICHAEL KANNIS GAYE MARIE MCMATH POSITION CHAIRPERSON MEMBER MEMBER ALL MEMBERS OF THE AUDIT AND RISK COMMITTEE ARE NON- EXECUTIVE DIRECTORS. REMUNERATION COMMITTEE THE REMUNERATION COMMITTEE REVIEWS AND MAKES RECOMMENDATIONS TO THE BOARD ON REMUNERATION PACKAGES AND POLICIES APPLICABLE TO THE EMPLOYMENT TERMS AND CONDITIONS OF ALL MEMBERS OF WATC'S STAFF, INCLUDING THE CHIEF EXECUTIVE OFFICER AND THE DIRECTORS THEMSELVES. WITH THE APPROVAL OF THE BOARD, THE REMUNERATION COMMITTEE USES THE SERVICES OF EXTERNAL REMUNERATION EXPERTS TO ADVISE IT ON APPROPRIATE LEVELS OF REMUNERATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT FOR WATC STAFF, INCLUDING THE CHIEF EXECUTIVE OFFICER. THE REMUNERATION AND ALLOWANCES PAYABLE TO APPOINTED DIRECTORS ARE DETERMINED BY THE TREASURER ON THE RECOMMENDATION OF THE MINISTER FOR PUBLIC SECTOR MANAGEMENT. THE TERMS AND CONDITIONS OF SERVICE FOR THE CHIEF EXECUTIVE OFFICER REQUIRE THE CONCURRENCE OF THE MINISTER. THE MEMBERS OF THE REMUNERATION COMMITTEE AT 30 JUNE 2012 WERE: NAME TIMOTHY MICHAEL MARNEY JOHN MACPHERSON COLLINS CATHERINE ANNE NANCE GRAHAME JOHN SEARLE POSITION CHAIRPERSON MEMBER MEMBER MEMBER DETAILS OF ATTENDANCE AT THE BOARD AND BOARD COMMITTEE MEETINGS BY EACH DIRECTOR DURING THE YEAR ARE AS FOLLOWS: DIRECTOR T M MARNEY A M KANNIS JMCOLLINS1 G M MCMATH CANANCE G J SEARLE BOARD AUDIT AND RISK COMMITTEE REMUNERATION COMMITTEE HELD ATTENDED HELD ATTENDED HELD ATTENDED 10 811 10 843 10 10 4 4 1 1 10 943 10 10 4 4 1 1 10 911 1 JOHN COLLINS WAS INVITED TO ATTEND AUDIT AND RISK COMMITTEE MEETINGS. ANNUAL REPORT 2012 27
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