Governance

DISCLOSURE & LEGAL COMPLIANCE GOVERNANCE

LEGISLATIVE FRAMEWORK

Southern Ports is the registered business name under which the Southern Ports Authority operates. In accordance with the Port Authorities Act 1999 WA [the Act] Southern Ports carries out the duties to facilitate trade in a commercially responsible manner. The Act provides the accountability role with the State Government, as well as the powers to perform specific functions. The Act adopts financial reporting provisions equivalent to those of Corporations Law and exempts Southern Ports from the Financial Management Act 2006, except for audit provisions, which means that the Auditor General continues to conduct annual audits.

While Southern Ports are exempt from the Public Sector Management Act 1994, we are required to put in place minimum standards, through the setting of a code of ethics and conduct, that reflect the principles of the Public Sector Management Act 1994 and to report annually on the adherence to those standards to the Public Sector Standards Commissioner.

BOARD OF DIRECTORS, ROLE AND ACTIVITIES

Directors to the Southern Ports Board are appointed by the Minister for terms of up to three years and Directors are eligible for reappointment. The Board consists of seven non-executive Directors and the Minister appoints the Chair and the Deputy Chair positions. The Board reports to the Minister regularly against Southern Ports’ Strategic Plans and key operational items.

The Board is required to demonstrate a high level of ethical behaviour and responsibility to all stakeholders and meets throughout the year to consider strategic proposals and receive operational performance reports. The Board preserves Southern Ports interests and fosters sustainable value creation while considering the reasonable interests of our stakeholders.

Information on Directors’ experience and skills are outlined on pages 17-20.

BOARD CHARTER AND DIRECTORS CODE OF ETHICS AND CONDUCT

The Board Charter sets out the role, responsibilities, membership and processes of the Board of Southern Ports, in line with the corporate governance framework and is aligned with the ASX Corporate Governance Principles and Recommendations, 4th Edition.

The Director’s Code of Ethics and Conduct incorporates elements of Southern Ports’ Code of Conduct and Ethics and was guided by the Public Sector Commission’s “Conduct Guide for Public Sector Boards and Committees”. The Director’s Code is subject to annual review. Newly appointed Directors are provided a copy of the Board Charter and Directors Code of Ethics and Conduct within the induction pack.

INTERNAL AUDIT

Moore Australia has been engaged during the reporting period as an independent consultant, to undertake internal audits and provide assessment on the effectiveness of operations and control systems, risk management, governance processes and recommendations on attaining best practice. Internal audits were undertaken in the areas of business continuity; emergency management; financial controls; fraud and corruption; leases, licences and agreements; and timesheet management during the reporting period.

EXTERNAL AUDIT

In compliance with the Port Authorities Act 1999, Southern Ports’ financial report has been audited by the Auditor General. The external audit is outsourced to KPMG as appointed by the Office of the Auditor General.

RISK MANAGEMENT

Our Risk Management Framework implemented in 2019 has been embedded and the new system and program for the recording, assessment, management and reporting of risks established within the organisation. The Framework assists the Board and Management to meet our ongoing risk management need and establishes good business practices, governance structures, identification, assessment and management processes.

The Board’s Audit, Finance and Risk Committee is responsible for the oversight and governance of Southern Ports’ risk management.