Corporate governance

The Board is responsible for overseeing the business and commercial affairs including:

• approving business and financial strategy
• approving business and financial objectives
• monitoring business and financial performance
• reviewing performance and remuneration of executive management
• reviewing the risk management and internal control framework
• recommending to the Portfolio Minister the appointment and removal of the Chief Executive Officer
• reviewing any reporting to Voting Shareholders.

The Chief Executive Officer is responsible for the day-to-day management of the operation of Port Authority in accordance with the general policies and specific directions of the Board. It is the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

The Board's role and responsibilities to each key stakeholder are set out in the Port Authority of NSW's Board Charter.

Port Authority's Code of Conduct outlines the general business ethics and acceptable standards of professional behaviour expected of all directors, employees and contractors.

The Code covers personal and professional behaviour, fraud and corruption responsibilities, including policies on accepting gifts and benefits, ethics and conflicts of interest requirements.  Employees are encouraged to report any suspected breaches and, if they do so, will be protected as detailed in Port Authority's Protected Disclosures Policy. 

The Code of Conduct is available to all employees on Port Authority's intranet. It works alongside other more detailed policies including the Fraud and Corruption Policy, Disciplinary Policy and Internal Reporting Policy.

Any significant breaches of the Code of Conduct must be reported immediately to the Chair.

To assist the Board in discharging its functions and to allow a more detailed analysis of the specialised areas of finance, risk, audit, remuneration, human resources and governance, the following committees have been established:

• Audit and Risk Committee
• People and Culture Committee
• Nominations Committee

Each Committee has a clear Charter setting out the Committee's roles, responsibilities and delegated authority from the Board. The Charter of the Board and all Board Committee Charters are reviewed on a regular basis and updated to remain relevant to the Corporation.

Each member of the Committee is financially literate and has knowledge of the business. The Board considers the mix of skills and experience on the Audit and Risk Committee appropriate to meet the responsibilities of its charter.

The Committee is responsible for oversight and review of:

• financial control and reporting
• risk management
• debt structure and debt instruments
• accounting policies
• internal controls
• compliance with taxation and other applicable laws and regulations
• integrity and performance of the internal audit function, including appointing the Internal Auditor
• external auditor's audits, management letter and management's responses.

View the Audit and Risk Committee Charter

The People and Culture Committee is responsible for assisting the Board in fulfilling its corporate governance responsibilities in regard to:

• overall remuneration strategy and remuneration policies for the Chief Executive Officer and Executive Management
• performance of the Chief Executive Officer and Executive Management
• employment terms and conditions of the Chief Executive Officer and Executive Management
• human resource (HR) management practices including succession planning, talent development and employee engagement
• diversity and culture programs
• workplace relations and industrial relations issues.

View the People and Culture Committee Charter

The Committee meets on an as-required basis and is responsible for assisting the Port Authority Board in fulfilling its corporate governance responsibilities regarding Board composition.

This includes assessing the necessary and desirable skills and experience of Directors, ensuring Directors have the appropriate mix of competencies, identifying skills and experience to fill those gaps, and overseeing the induction and continuing education of Directors.

View the Nominations Committee Charter

Under the State Owned Corporations Act (NSW) 1989 the Port Authority Board is required to have a minimum of three and a maximum of seven Directors. The Voting Shareholders appoint the Chair, who is currently David Marchant. David is an independent Director and his role is clearly separated from the role of the Acting Chief Executive Officer, John McKenna. David was appointed as Chair of the Port Authority Board effective 1 April 2022. He was previously a Director of the Port Authority from 31 March 2021. The Chair is responsible for leading the Board and facilitating its effective functioning.

Chief Executive Officer (CEO)

John McKenna was appointed as Acting Chief Executive Officer of the Port Authority effective 18 December 2024. Prior to his appointment, John was a member of the Port Authority’s  Executive Leadership Team, in the role of Chief Customer and Commercial Officer.

As set out in the State Owned Corporations Act 1989 (NSW), the Acting Chief Executive Officer was appointed by the Portfolio Minister, until such time that a permanent appointment to the role of Chief Executive Officer is approved. 

The Chief Executive Officer is appointed by the Governor on the recommendation of the Portfolio Minister, following a recommendation from the Board.

The Chief Executive Officer is responsible for the day to day management of the operation of the Port Authority in accordance with the general policies and specific directions of the Board.

Board independence 

All Directors are expected to exercise independent judgment when making Board decisions. It is the approach and attitude of each non-executive Director which is critical to determining independence and this must be considered in relation to each Director while taking into account all other relevant factors. This will include an assessment against the independence recommendations in the NSW Treasury Guidelines for Governing Boards of Government Businesses (November 2017). These cover whether the Director:

• is employed, or has been employed in an executive capacity by the business, and there has not been a period of at least three years between ceasing such employment and serving on the Board;
• has, within the last three years, been a partner, director or senior employee of a provider of material professional services to the business;
• has, or has been within the last three years, in a material business relationship with the entity, or an officer of or otherwise associated with, someone with such a relationship;
• has a material contractual relationship with the business other than as a Director of the business;
• has close family ties with any person who falls within any of the categories;
• has been a Director of the entity for such a period (10 years or greater) that his or her independence may have been compromised.

Note: Material means greater than five per cent of the corporation's gross revenues.

The independence of each Director is reviewed on a regular basis to ensure circumstances that may affect the independent status of a Director have not changed.

All Port Authority Directors are considered independent.

The Board of Directors of Port Authority meet at least eight times a year and more regularly as circumstances require.

The independent non-executive Directors on the Board meet on a regular basis to discuss any matters that should be discussed without executive management and non-independent Directors present.

Company Secretary

The Company Secretary is responsible for providing administrative and corporate governance support to the Board of Directors. This includes ensuring that the Board receives papers for Board and Committee meetings in advance of each meeting and attendance at Board and Committee meetings to take minutes.

The Company Secretary is appointed and removed by resolution of the Board. Regina Abood (B Com, FGIA) is the Company Secretary of Port Authority.

When appointed, Directors are provided with a letter of appointment from the Voting Shareholders specifying their term of appointment and remuneration.

In addition, Port Authority provides new Directors with an induction pack of information to assist them in understanding Port Authority's business and the requirements of the role.

Information provided includes:

• previous Board minutes
• copies of relevant legislation
• the Code of Conduct
• most recent Annual Report
• Board profiles and contact details
• Board and Committee charters
• Statement of Corporate Intent and Business Plan.

New Directors are also provided with a Deed of Access and Indemnity in the form approved by NSW Treasury.

In addition, new Directors are provided with access to an induction program which includes a series of meetings with the Chair, Chief Executive Officer and key executives, to gain an understanding of Port Authority's:

• strategy, objectives and business
• operating and industrial environment
• corporate governance practices
• current financial and business performance
• key executives
• remuneration strategy
• risk management framework.

All other Directors are encouraged to continue their education, with practical director skills courses, site visits and briefings on issues relevant to Port Authority's operations.

In addition, Port Authority funds Directors' attendance at specific courses or conferences where appropriate.

The remuneration for Directors of Port Authority is determined by the Voting Shareholders.

The Board believes it is important to evaluate its own performance and that of each Director on a regular basis. A preferred methodology was agreed by the Board in July 2015, with reviews undertaken on an annual basis.