Governance

As a corporate Commonwealth entity, NAIF is subject to the requirements of the PGPA Act in relation to corporate governance, reporting and accountability.

NAIF came into existence on 1 July 2016 as a corporate Commonwealth entity under the Northern Australia Infrastructure Facility Act 2016 (NAIF Act).

On 2 July 2021, NAIF’s Investment Mandate was amended to include the Minister for Finance as a signatory to that document. This change followed the implementation of the reforms under the Northern Australia Infrastructure Facility Amendment Act 2021 on 7 June 2021 which, amongst other amendments, expanded the concept of the responsible Ministers to include the Minister for Finance and the Minister for Northern Australia. References to the ‘Minister’ refer to Minister for Northern Australia.

NAIF is a portfolio agency within the Department of Infrastructure, Transport, Regional Development, Communications and the Arts. The responsible Ministers from 1 June 2022 onwards are the Hon Madeleine King, MP, Minister for Resources and Northern Australia and Senator the Hon Katy Gallagher, Minister for Finance.

The duties of the Minister in relation to NAIF are set out in the NAIF Act. These include that the Minister appoints NAIF’s Board and provides direction to NAIF about the performance of its functions through the Investment Mandate which is jointly provided with the Minister for Finance. NAIF is required to take all reasonable steps to comply with the Investment Mandate.

The NAIF Act provides that the Minister cannot direct, nor have the effect of directing, NAIF to provide financial assistance for the construction of particular infrastructure, or in relation to a particular person.

Corporate Governance Framework

NAIF has a comprehensive suite of governance policies that are appropriate for its size and functions. It is a tailored governance framework that incorporates statutory responsibilities under the NAIF Act, Investment Mandate, PGPA Act and other relevant legislation.

Review and Continuous Improvement

NAIF approaches its operations on a continuous improvement basis to ensure that it has regard to Australian best practice government governance principles, and Australian best practice governance for commercial financiers as required by section 17(1) of the Investment Mandate.

NAIF maintains a program of periodic independent expert review of material changes to core governance policies, as part of the annual policy review schedule.

Board Charter

NAIF’s Board Charter sets out its roles and responsibilities. This Charter builds off the Board’s legislative accountable authority duties and outlines key duties and responsibilities.

BARC Charter

The NAIF Board constituted the Board Audit and Risk Committee (BARC), to advise the Board on financial and performance reporting, systems of risk management and oversight, and systems of internal control. The BARC consists of at least three Board members. Pursuant to the PGPA Act, the Chair of the Board, the Chief Executive Officer (CEO) and the Chief Financial Officer of NAIF cannot be members of the Committee. All Board members are welcome to attend any BARC meeting, with outcomes from BARC meetings reported to the Board as a standing agenda item.

People and Remuneration Committee

The NAIF Board established a People and Remuneration Committee (PRemCo) effective 1 July 2019 which operates under a People and Remuneration Committee Charter. The primary role of the PRemCo is to provide oversight of NAIF’s people, remuneration policies and strategies. All Board members are welcome to attend any PRemCo meeting, with outcomes from PRemCo meetings reported to the Board as a standing agenda item.

Strategic and Corporate Planning

NAIF has developed strategic documents that align with its corporate governance framework and vision. The Strategic Plan sets out the shared vision of NAIF and provides guidance to the Board and Executive. The Corporate Plan 2020-2021, outlines NAIF’s plan for achievement of its key business strategies.

Code of Conduct

NAIF maintains a Code of Conduct that requires the observance of ethical guidelines by all NAIF staff and the Board.

Conflicts of interest

In addition to statutory requirements under the PGPA Act, NAIF manages conflicts of interest in accordance with its Conflicts of Interest Policy. In general terms where a Director has an actual, apparent or potential conflict of interest in relation to a project under consideration, that Director does not receive papers and does not participate in discussions on that transaction. A Conflicts of Interest register is maintained to record Board members’ disclosed interests. Board meeting minutes record recusals due to disclosed conflicts as they occur. A register of staff Conflicts of Interest is also maintained with processes to manage relevant conflicts implemented as required.

Commercial-in-confidence

NAIF is keenly aware of its responsibility as a steward of public resources to be as transparent as reasonably practicable.

NAIF’s aims to publish information where doing so does not compromise the interests of the Commonwealth or risk breaching NAIF’s legislated obligation to have regard to industry best practice. This includes the obligation to protect commercially sensitive information, and arises from an understanding that the Commonwealth’s own interests (including the protection of its reputation) are best served by the protection of confidential information.

Confidentiality helps avoid disclosures that might deter proponents, or that might lead private financiers to conclude they can lessen their exposure to a project, in turn increasing demands on the public purse or lessening the achievement of NAIF’s objectives. NAIF’s current confidentiality protocols which it applies in the public interest, is maintained across all projects.

NAIF can release certain information, when releasing the information is agreed between the proponent and NAIF.

NAIF is required to publish on its website, within 30 business days of an Investment Decision being made, certain information regarding all transactions, subject to commercial confidentiality.

Anti-Money Laundering/Counter Terrorism Financing (AML/CTF)

NAIF is required to have an AML/CTF program in place which aims to identify and manage money laundering and terrorism financing risks. NAIF has enrolled with the Australian Transaction Reports and Analysis Centre (AUSTRAC) and developed a comprehensive AML/CTF program. The AML/CTF program includes a framework for reporting suspicious matters to AUSTRAC together with comprehensive ‘know your customer’ procedures and ongoing customer due diligence and transaction monitoring procedures.

Compliance

NAIF manages its compliance obligations through its compliance plan. NAIF’s quarterly Risk Management and Compliance Report (RMAC Report) provides ongoing monitoring and reporting of NAIF’s Key Enterprise Risks (KERs).

It includes an analysis of the residual risk rating, tolerance measures and control effectiveness for each KER including any proposed changes from the previous quarter.

Assurance

McGrathNicol is NAIF’s internal auditor. The internal auditor has a three-year Strategic Workplan. In formulating that plan, the key drivers were: NAIF’s core business, key organisational risks, priorities established by NAIF’s BARC and Executive and NAIF’s business environment.

The Australian National Audit Office (ANAO), NAIF’s external auditor, confirmed that NAIF’s FY19-20 Financial Statements are compliant with Australian Accounting Standards and the PGPA Rule 2015 and issued an unmodified audit opinion. The field work associated with the FY19-20 financial statement audit was outsourced by ANAO to KPMG.

NAIF has an established internal and external audit plan, which is reviewed and considered by the Board and Board Audit and Risk Committee.