Corporate Governance

Accountability of the Board

The Association is a company, limited by guarantee, operating under the Corporations Act. The Board
of Directors is primarily accountable under that legislation for ensuring the continued viability of the
Association, setting its strategic direction and monitoring its affairs.

The Association also has close links with the Queensland Police Service, and its Chief Executive
Officer (CEO) and branch managers are serving police officers. The Board, therefore, has a
secondary responsibility for maintaining an harmonious liaison with the Queensland Police Service
(QPS) and accommodating such QPS goals as are compatible within its own plans.

As the Association receives some funding in the form of grants and donations, the Board has a further
responsibility to ensure the funds are expended effectively and for the stated purposes.

The Board reviews and approves the Association�s three year strategic plan and policies set out in
Association rules. Day to day management of the Association�s affairs and implementation of Board
plans and policies are delegated to the CEO and senior management.

The functions of the Board include:

� Setting three year goals for the Association;
� Approving annual plans and budgets to achieve these goals;
� Monitoring business performance and results;
� Approving major management recommendations such as expenditure over $10,000, building
plans, affiliation or disaffiliation of branches, and major fundraising initiatives;
� Appointing and reviewing the performance of the CEO and senior management;
� Reporting to members on the Association's direction and performance;
� Meeting statutory and regulatory requirements and ensuring the Association acts prudently
and responsibly in managing business risk and its assets.

Composition of the Board

The Board of Directors is made up of fifteen non-executive directors who are all volunteers receiving
no remuneration. The CEO is not a member of the Board.

The Articles of Association require one third of the Board to retire by rotation each ear at the Annual
General Meeting (AGM), the number being made up of those directors longest in office. Retiring
directors may offer themselves for re-election.

In the event of a vacancy occurring on the Board during the year, the directors may appoint a person
to fill the vacancy, with the appointee retiring at the time that the person he/she replaced would have
done.

Voting Rights

The right to vote a general meetings of the Association is restricted to serving and retiring directors
and two delegates from each affiliated branch elected at the branch AGM, or the proxies of any of
them. A proxy need not be a member of the Association.

Board Policies

Board Polices on significant issues are set out in a document titled Association Rules, which is posted
to a secure website accessible by branches. Branch managers are required to issue to members of
branch committees a copy of these, together with a copy of the Association�s Code of Conduct.

Board Meetings

The Board usually meets in Brisbane once every month except in August and December, but special
meetings may be called as required.

Other Board Duties

Each year several directors accompanied by the CEO or senior management attend branch AGMs
throughout the state. Directors also attend annual Branch Performance Reviews and major branch
functions if invited and if available.

Directors serve on QPS selection committees for branch managers under a direction from the
Commissioner for Police and also on those for the senior staff.

Committee Structure

To assist the Board in its decision making, it has set up six committees, each with clearly defined
terms of reference, namely the Audit, Risk Management & Compliance committee, the Awards
committee, Property Management & Building committee, Finance committee, 2020 Strategic
committee and Nominations & Review committee.

The Chairman of the Association and CEO are ex-officio members of all these committees except the
Audit committee, and other members are appointed by the Board at the first meeting after the AGM.

Indemnity of Officers

The directors and officers of the Association, including branch managers and branch management
committee members are indemnified against actions taken unless these are undertaken negligently or in bad faith.

Conflicts of Interest

Corporations law requires directors with a material interest in any matter under consideration by the
Board, to declare that interest to the Board and absent themselves from the meeting at which the
matter is being discussed, unless the other directors permit otherwise. Should they be permitted to
stay, they are not permitted to vote on the issue in which they have an interest.

Direction

The Association�s objectives and goals for the next three years are set out elsewhere in this report. In
view of the diversity of the organisation and the varying needs in each location in which a branch
operates, a state-wide plan is not produced each year. Instead, each branch is required to produce an
annual business plan and budget addressing the Association�s goals by implementing strategies which
meet the needs of its community.

These branch plans are monitored in each region and by Association management on a bi-monthly
basis, and are flexible enough to respond to emerging or changing needs.