public safety business agency board of management...handbook, is distinctly different from...

Handbook Public Safety Business Agency Board of Management

PSBA Board Handbook of 12

TABLE OF CONTENTS

1 INTRODUCTION ................................................................................................. 4

2 GOVERNANCE STRUCTURE ............................................................................ 4

PSE Governance Structure ................................................................................................ 4

3 KEY ROLES AND FUNCTIONS ......................................................................... 4

PSBA Board of Management – Terms of Reference ........................................................... 4

3.1.1 Functions.................................................................................................................... 4

3.1.2 Scope ......................................................................................................................... 4

3.1.3 Membership................................................................................................................ 5

3.1.4 Role of members ........................................................................................................ 5

3.1.5 Decisions.................................................................................................................... 6

3.1.6 Frequency of meetings ............................................................................................... 6

3.1.7 Out of session Items ................................................................................................... 6

3.1.8 Quorum and conduct of meetings ............................................................................... 7

3.1.9 Governance oversight ................................................................................................. 8

3.1.10 Review ....................................................................................................................... 8

3.2 Committees ........................................................................................................................ 8

3.2.1 PSE Audit, Risk and Compliance Committee .............................................................. 8

3.3 Chief Operating Officer ....................................................................................................... 8

3.4 Board secretariat ................................................................................................................ 9

4 Administration ................................................................................................. 10

Meetings .......................................................................................................................... 10

4.2 Conflicts of Interest........................................................................................................... 11

4.3 Code of Conduct .............................................................................................................. 11

4.4 Performance Evaluation and Accountability ...................................................................... 11

4.5 Right to Information .......................................................................................................... 11

5 APPENDIX A – PSA Governance Structure ................................................... 12

6 APPENDIX B – Templates ............................................................................... 12


1 INTRODUCTION The Public Safety Business Agency (PSBA) is established under the Public Safety Business Agency Act 2014 (Act) to provide corporate services to public safety entities (PSE), including the Queensland Police Service (QPS), Queensland Fire and Emergency Services (QFES) and the Office of the Inspector-General Emergency Management (IGEM). Services provided include financial, procurement, asset management, human resources, information and communications technology (ICT) and other corporate services. PSBA also provides ICT services to the Queensland Ambulance Service (QAS) and Queensland Corrective Services (QCS), and is responsible for providing Queensland Government Air services to the people and Government of Queensland. For the avoidance of doubt, PSE include QPS, QFES and IGEM as defined in s 5 of the Act. Public Safety Agencies (PSA) include QPS, QFES, IGEM, PSBA and QAS. PSBA is governed by the PSBA Board of Management (Board), which is guided by the terms of this Handbook.

2 GOVERNANCE STRUCTURE PSE Governance Structure

Appendix A outlines the governance structure for PSBA and the PSE.

3 KEY ROLES AND FUNCTIONS PSBA Board of Management – Terms of Reference

3.1.1 Functions The functions of the Board under s 8B of the Act are to:

• provide leadership and oversight to the agency • review and monitor the agency’s performance of its functions • make and review policies about the administration of the Act • coordinate the provision of support services, and any programs provided by the agency, to PSE.

In performing its functions, the Board must give effect to any direction of the Minister relevant to the functions.

3.1.2 Scope The Board provides direction to the PSBA Chief Operating Officer (COO) in making decisions concerning the prioritisation, resourcing and management of organisational matters relating to:

• strategy • governance • policy • finance • risk management • compliance


• litigation • demand and resourcing • service delivery areas.

The Board is responsible for the governance structure of PSBA. The Board is not responsible for approving the governance structures of other PSE mapped in Appendix A.

3.1.3 Membership Membership of the Board under s 8C of the Act comprises:

• the police commissioner • the fire commissioner • a person (the appointed member) appointed by the Governor in Council on the Minister’s

recommendation. In accordance with s 8G of the Act, the role of Chair will rotate annually between the police commissioner and the fire commissioner. The Governor in Council appointed the police commissioner as the first Chair of the Board in September 2016. Governor in Council approval is not required for the annual rotation of the Chair on the anniversary of the appointment. Standing invited attendees are:

• Chief Operating Officer, PSBA • Inspector-General Emergency Management • Commissioner, QAS

3.1.4 Role of members The Board Chair:

• leads and directs the activities of the Board • establishes, promotes and maintains working relationships between the Board and the Minister

for Police and Minister for Corrective Services, PSBA COO and PSE • maintains an independent perspective when executing duties as Chair • ensures the Board conducts its functions in a proper, efficient and effective way • sets the Board agenda, conducts Board meetings in accordance with the Board Handbook and

ensures adequate consideration is given to each matter • ensures members adequately understand their role, responsibility and accountability as

members of the Board • encourages independence and diversity of thought, and promotes cohesive and effective team

dynamics • ensures potential conflicts of interest are appropriately managed • in consultation with the Board, reviews performance reports prepared by the PSBA COO as

required on the financial and operational performance of PSBA and its achievements • in consultation with the Board, approves an annual report prepared by the PSBA COO for

tabling in Parliament • approves other relevant documents as the accountable officer for PSBA under s 3 of the

Financial Accountability Regulation 2009 • represents or nominates a suitable person to represent the Board as official spokesperson to

external parties. Board members shall:

• in the case of the appointed member, continue until vacated, suspended or revoked by the Minister or other appropriate authority

• in the case of the appointed member, be eligible for re-appointment


• attend Board meetings having adequately reviewed the papers provided • participate in Board decision-making out of session as required • make considered decisions in the best interests of the agency and PSE • uphold fiduciary responsibilities and adhere to all relevant legislation, including the Board’s

enabling legislation and other applicable policies and guidelines such as codes of conduct • exercise due diligence and skill in executing their duties • be accountable for any decisions made by the Board • ensure they are informed of their responsibilities outlined in this or any other related document • take reasonable steps to familiarise themselves with the functioning of PSBA, the other PSA

and the internal and external environment in which they operate. Delegations In accordance with s 21 of the Act:

• the Board may delegate a function of the Board under the Act to an appropriately qualified person

• the COO may delegate a function of the COO under the Act to an appropriately qualified person.

3.1.5 Decisions

Decisions generally The Board:

• shall adhere to good governance principles and an evidence-based decision-making process that allows for consideration of all aspects of an issue

• members shall understand the implications of the decisions, ensuring they are legally valid and in line with government policy

• decisions are unanimous by all members • shall make decisions regarding prioritisation of corporate projects and receive updates on the

implementation of decisions • may make decisions out of session, without convening a meeting.

Decision outcomes The Board may reach three outcomes:

• Noting – the collective membership notes the matter as read • Approval – unanimous approval by the Board • Recommendation / endorsement – the Board makes a recommendation for matters to proceed

to a higher authority or is redirected for consideration or approval by another person or entity.

3.1.6 Frequency of meetings Board meetings are convened monthly, or as determined by the Chair. Extraordinary or emergency meetings convened by the Chair are exceptions rather than the norm.

3.1.7 Out of session Items Out of session items may be utilised for urgent business requests. The process for out of session items is as follows:

• Requests for out of session items are forwarded to the secretariat, providing evidence of the urgency

• An out of session submission in the approved format shall be completed (Appendix B) • The secretariat forwards the request to the Chair • The Chair determines if the matter is to be considered as an out of session item


• The submission is distributed by the secretariat to Board members, noting a required response timeframe

• The Board considers the submission and a decision is made once a quorum is achieved • Items distributed as circular resolutions require the agreement of all Board members to be taken

as approved • Minutes are issued in accordance with the duties and responsibilities of the secretariat.

3.1.8 Quorum and conduct of meetings

Quorum The quorum for Board meetings shall be three Board members, except where:

• the Appointed Member is unable to fulfil their duties (due to absence, vacated position, suspension or revocation by the Minister), in which case the quorum is adjusted to two Board members or

• a Board member has identified a conflict of interest and has removed themselves from the room when the Board is discussing or voting on the matter, in which case the quorum is adjusted accordingly. If two Board members have identified a conflict of interest, an independent panel convened by the remaining Board member may be required.

In the event a commissioner or PSBA COO is absent from their role, the acting commissioner or acting PSBA COO may attend board meetings and fulfil the appropriate role. In the event a commissioner (or acting commissioner) is unable to attend the meeting, the meeting is to be rescheduled. In the event the Appointed Member is unable to attend a scheduled Board meeting, planning will ensure:

• where attempts to reschedule the meeting are unsuccessful, informal and out of session meeting options are considered

• the situation does not reoccur for more than three consecutive monthly meetings • no significant strategic decisions are made without consultation with the appointed member,

except for urgent and necessary circumstances, including where out of session consideration of the appointed member is unable to be achieved.

Members may participate via telephone or video link if physical presence is not possible. Invited attendees At the invitation of the Chair, additional persons may be invited to attend a Board meeting, or part thereof, to provide advice to the Board. Agenda items The annual planner outlines known agenda items to be addressed at each meeting. Unless otherwise approved by the Chair, items listed on the agenda are to be supported by a submission in the approved format. The Chair will approve the agenda for each Board meeting prior to distribution to Board members. Late agenda items must be approved for inclusion by the Chair. Corresponding submissions should be forwarded to Board members at least three days in advance.


3.1.9 Governance oversight The level of Board oversight may vary with the evolution of the PSBA governance model. Regular review of the balance of responsibilities may be appropriate to ensure the division of roles and functions remain appropriate to the needs of PSBA. For clarity, the term oversight, when used within this Handbook, is distinctly different from day-to-day management and can refer to setting, reviewing, monitoring, recommending, directing and providing input and, in the case of the Board, final approval.

3.1.10 Review The Board Handbook shall be reviewed annually. Significant changes will be approved by the Board as required.

3.2 Committees

The Board may establish supporting structures or committees (e.g. PSE Audit, Risk and Compliance Committee) and/or time-limited committees associated with discrete projects (e.g. implementation of new ICT system) to assist in the execution of its responsibilities and duties, or manage significant projects or programs of work. Decision-making responsibilities of the Board are not to be compromised by activities of any committee. Terms of Reference for committees can be found on the PSBA intranet. Each committee shall have:

• clear Terms of Reference • representatives from each PSE, as relevant to the purpose • procedures for making and keeping of agendas and minutes, and reporting to the Board.

3.2.1 PSE Audit, Risk and Compliance Committee Section 35 ‘Audit Committees’ of the Financial and Performance Management Standard 2009 requires accountable officers to establish an audit committee. The Board has approved the PSE Audit, Risk and Compliance Committee (ARCC) to report as a committee to the Board. The ARCC is aligned with Queensland Treasury guidelines by having an independent Chair, independent member and representation from each PSE. The ARCC Charter shall be reviewed annually, or as required for significant changes, and approved by the Board. The ARCC Charter is available on the PSBA Board of Management page on the PSBA intranet.

3.3 Chief Operating Officer

Section 11 of the Act outlines the functions of the PSBA COO, which includes to assist the Board to perform its functions and to be responsible for the day-to-day operation of PSBA. The COO is not a member of the Board but must report regularly to the Board and give effect to any direction of the Board relevant to the PSBA COO’s functions. The Board has approved the following PSA committees as management committees reporting to the COO: Committee Chair PSA ICT Committee Chief Information Officer, Frontline and Digital Services, PSBA PSA Business Services Committee General Manager, Business Services, PSBA PSA Workforce Committee General Manager, Human Resources, PSBA


These committees provide expert advice and support to the COO to effectively manage the delivery of PSBA services. The committees are decision-making bodies authorised to make decisions and resolve issues within the delegations of the committee Chairs. Terms of Reference and committee membership shall be approved by the COO and reviewed annually.

3.4 Board secretariat

The Board secretariat facilitates the activities of the Board. Unless otherwise agreed by the Board, the secretariat function is appointed to the Governance and Performance Unit, Office of the COO, PSBA. Specific duties and responsibilities include the following: Advice

• Provide advice regarding Board responsibilities and ensure compliance with the Board Handbook and good corporate governance

• Advise on submission and Board meeting preparation Meetings

• In consultation with the Chair, compile and maintain the annual planner outlining the annual agenda cycle as approved by the Board

• Schedule Board meetings • Unless approved by the Chair, ensure agenda items are supported by a submission in the

approved format with resolutions clearly articulated • Draft agenda speaking points for the Chair • Distribute meeting agenda and Board submissions seven days in advance of the meeting • Pre-brief the Chair on the contents of the agenda (note: Board members may nominate

additional items to be included on the agenda at any time) • Advise the Chair of late agenda items • Distribute late submissions at least three days in advance of the meeting • Organise and coordinate matters to be considered out of session • Ensure out of session decisions are noted at the next Board meeting • Facilitate the flow of information, including ensuring adequate papers support agenda items

and Board meeting outcomes are disseminated to the relevant individual/s • Attend the Board meeting in the role of secretary • Arrange for invited people to be brought into meetings as appropriate

Records

• Keep relevant books, registers and records up to date and ensure they are available to Board members and eligible third parties as required

• Record, allocate and ensure action items are completed and reported at the following Board meeting

• Identify and record potential conflicts of interest in the Board of Management Register of Conflicts of Interest

• Take meeting minutes, including decisions, and provide to the Chair within five working days • Incorporate comments and changes as directed by the Chair to form the noted minutes • Ensure relevant officers are advised of meeting resolutions and action items • Distribute noted minutes to all Board members • Table minutes at the next Board meeting and obtain the signature of the Chair as a true and

accurate record of the previous meeting


• Provide the meeting minutes of all committees established under section 3.2 or 3.3 of this Handbook once noted by the Chair of the relevant Committee for the next Board meeting (as a part of the meeting pack), even if this occurs before the next meeting of the relevant committee

• Retain copies of all approved Board meeting minutes in accordance with the Queensland Government General Retention and Disposal Schedule

• Ensure compliance with privacy and information protection laws and regulations (and internal information retention requirements) for Board materials

• Include in Board meeting minutes: − meeting attendees, apologies and any additional persons who may have attended to speak

to an agenda item − each agenda item addressed, including whether it was discussed or noted − the outcome of discussion, including any dissenting views held by Board members − actions to be taken to effect decisions made, including any discussion or further actions

identified for outstanding issues or actions − any issues to be addressed at the next meeting, based on any late agenda items or

discussions had at the meeting − a signature block to allow the Chair to sign the minutes at the following meeting, once all

amendments have been made. Policies and procedures

• Maintain and update the Board Handbook for Board approval, as required • Facilitate the annual performance evaluation of the Board, committees, members and Chairs • In consultation with the Chair, develop, maintain, review and provide Board submission

templates (see Appendix B) Stakeholder communication

• Maintain communication links between: − Board and Committee members − PSA and external agencies and the Board

Confidentiality

• Maintain the confidentiality of all Board papers, including minutes, and distribute in accordance with the Board’s decisions or under the authority of the Chair.

The Board secretariat also performs the duties and responsibilities above where applicable for the ARCC and each of the PSA committees.

4 Administration

Meetings

Purpose The purpose of Board meetings is to enable robust, transparent and accountable decision-making. Meetings should allow for consideration of all aspects of an issue to ensure members understand the implications of any decisions and to ensure they are legally valid and in line with government policy. Meeting process The meeting process is to account for:

• noting the meeting opening time • noting attendance and apologies


• noting potential conflicts of interest • noting significant items for discussion and calling for additional agenda items • approving and signing the minutes from the previous meeting • reviewing the action register and briefing from an appropriate person as required • discussing scheduled and additional agenda items, noting that items warranting further

discussion should be placed on the agenda for the following Board meeting • reviewing action items resulting from the meeting • confirming the next meeting date and member availability • concluding the meeting and noting the meeting close time.

4.2 Conflicts of Interest

The Code of Conduct for the Queensland Public Service (Code) requires that any conflict of interest be resolved or appropriately managed in favour of the public interest. A conflict of interest may be a real, perceived or potential conflict between the duty of a Board member to serve the interests of the PSE and the personal interests of the member. This may include where information obtained while executing their duties as a Board member may personally benefit the member. Board members must be committed to demonstrating impartiality and integrity in fulfilling their responsibilities. Members are required to disclose personal interests that could be seen as influencing the performance of duties and ensure any conflict of interest is resolved in the public interest. Where a conflict of interest has been identified, the affected Board member must:

• remove themselves from the room when the Board is discussing or voting on the matter • not have access to information provided to the Board in relation to the matter • not seek to influence the outcome of the Board, or any persons involved with the matter.

If a quorum cannot be achieved, other review and decision-making options are to be identified.

4.3 Code of Conduct

Board members are subject to the Code and respective Service Codes of Conduct where applicable. In addition, all officers or employees of a PSA must comply with the obligations outlined in the Public Sector Ethics Act 1994. Board members should familiarise themselves with the requirements of these instruments and act in compliance with them in executing their duties as Board members.

4.4 Performance Evaluation and Accountability

The Board will undertake an annual performance evaluation, including an evaluation of the Board, committees, members and Chairs. The Board will take appropriate action in respect of areas where there is a perceived need to enhance the Board and committees, including roles, operational processes or membership. At least once every five years, but no sooner than three years, the annual performance assessment shall be undertaken by an external person, agency, or organisation. The Board will undertake an annual performance evaluation of the PSBA COO, based on the established performance agreement, against key performance indicators and objectives.

4.5 Right to Information

The public have the right to access information held by government agencies under the Right to Information Act 2009. This includes access to documents used by the Board in executing their duties. Board members should be aware that the information discussed or documents produced by the Board may be released to the public.


5 APPENDIX A – PSA Governance Structure See ‘PSA Governance Structure’ on the PSBA Board of Management page of the PSBA Intranet to view the PSA governance structure.

6 APPENDIX B – Templates For the PSBA Board Submission template, see ‘PSBA Board submission templates’ on the PSBA Board of Management page of the PSBA Intranet. The Board secretariat maintains the following PSBA Board of Management templates:

• PSBA Board of Management Submission • Circular Resolution (for out of session approvals) • PSBA Board of Management Submission Cover Sheet - used for progressing matters considered by the

ARCC and PSA committees to the Board

https://intranet.psba.qld.gov.au/about-us/bom/Pages/default.aspx

PUBLIC SAFETY AGENCIES GOVERNANCE STRUCTURE

Minister for Police and

Minister for Corrective Services

Board of ManagementCommissioner

Queensland Police ServiceInspector-General

Emergency Management

Commissioner

Queensland Fire and

Emergency Services

Board of

Management

Executive

Leadership Team

Audit and Risk

Committee

Demand and

Resource

Committee

Executive

Leadership Team

Executive

Management

Committee

Operations

Management

Committee

Audit, Risk and

Compliance

Committee

People and

Culture Committee

Strategic Projects

Committee

Finance and

Budget Committee

Health & Safety

Committee

Information and

Communications

Technology

Committee

Workplace

Representative

Committee

Board of

Management

[email protected] Version 1 | 28/06/2018

Minister for Fire and Emergency

Services

Executive

Leadership Team

Board of Management

PSE Audit, Risk

and Compliance

Committee

Chief Operating

Officer

PSA ICT

Committee

PSA Business

Services

Committee

PSA Workforce

Committee

Audit and Risk Committee

(A&RC)Demand and Resource

Committee (D&RC)

Executive Leadership Team

(ELT)

QFES

Commissioner

Queensland Fire and

Emergency Services


Operations Management

Committee

Audit, Risk and Compliance

Committee

People and Culture

Committee

Strategic Projects

Committee

Finance and Budget

Committee

Health & Safety

Committee

Information and Communication

Technology Committee

Workplace Representative

Committee

Board of Management

QPS

14

Commissioner

Queensland Police Service

Board of Management (BoM)

13

3

35

7

Chief Operating Officer

PSA Workforce

Committee

Board of ManagementBoard of Management


323

PSA Business Services

CommitteePSA ICT Committee

PSE Audit, Risk and

Compliance Committee

BOARD/COMMITTEE MEMBERSHIP



PSBA Board of Management IN-CONFIDENCE Page １ of 1

Board of Management Circular Resolution

[Name]

Date of circulation Proposed resolution That the Board approves the Background Refer to attached submission.

The resolution is approved

The resolution is rejected

Comments:

Board member Signature Date Katarina Carroll Commissioner Queensland Fire and Emergency Services (Chair)

Ian Stewart Commissioner Queensland Police Service

Geoff Waite Executive General Manager Risk and Intelligence, Queensland Treasury

public safety business agency board of management...handbook, is distinctly different from...

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