Board of Directors’ Governance

Perth’s future port. An indicative image of one possible high-level design. Courtesy of Westport

The Board of Directors of WATC is responsible for the performance of the functions of WATC under the Western Australian Treasury Corporation Act 1986.

In order to ensure that WATC carries out its functions in the best interests of the State, clients and other stakeholders, the Board of Directors (the Board) of WATC 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 they are able to fulfil WATC’s statutory obligations, guide the affairs of WATC and oversee WATC’s performance. The Board relies on and holds to account the Chief Executive Officer for the operational management of WATC and implementation of the strategic direction.

Board Composition

The membership of the Board is determined in accordance with Section 5B of the Western Australian Treasury Corporation Act 1986 (the Act). The directors of WATC at 30 June 2020 are as follows:

Name	Position	First Appointed	Term Expires
Michael Barnes	Chairperson	Statutory	Statutory
Michael Court	Deputy Chairperson	1/07/2017	n/a
Kaylene Gulich¹	Chief Executive Officer	Statutory	Statutory
Philippa Hobson	Director	17/02/2020	31/12/2022
Susan Murphy	Director	01/01/2019	31/12/2021
David Brumby	Director	17/02/2020	31/12/2022

¹ The Chief Executive Officer is the only director with executive responsibilities.
n/a: not applicable.

The Secretary to the Board was Steven Luff, Chief Financial Officer.

Board Remuneration

The annual remuneration for WATC’s Board is as follows:

Name	Type of remuneration	Period of membership	2019/20 $
M Barnes	Not eligible	12 months	0
M Court	Not eligible	12 months	0
C Nance	Annual	6 months	24,207
S Murphy	Annual	12 months	41,743
G Searle	Annual	6 months	21,059
P Hobson	Annual	4 months	17,729
D Brumby	Annual	4 months	15,422
K Gulich	Not eligible	5 months	0

Elizabeth Quay aerial view. Courtesy of Landgate

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 WA 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

to assist authorities with managing their financial exposures

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

ensuring that appropriate accounting, risk management, budgeting, compliance, information technology and internal control policies, systems and reporting processes are in place. These include WATC’s Risk Management Policy and Business Continuity Plan.

Performance Evaluation

As part of good governance, the Board undertakes to evaluate their performance each year.

Constitution and Proceedings of the Board

The Constitution and proceedings of the Board are provided for in Schedule 2 to the Act.

Statutory Corporations (Liability of Directors) Act 1996

WATC’s directors are bound by the provisions of the Statutory Corporations (Liability of Directors) Act 1996. Accordingly, directors are required to comply with the same fiduciary responsibilities and duties of loyalty and good faith owed by directors of companies incorporated under the Corporations Act 2001. In accordance with Clause 18 of Schedule 2 to the Western Australian Treasury Corporation Act 1986, directors are required to leave the room and not take part in deliberations of matters in which they have some material personal interest.

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Annual Report 2020