Conflicts of Interest

1 Purpose

A Conflict of Interest is a conflict between a person’s official duties to Queensland Rail and Private Interests which influence or may appear to influence the performance of those official duties.

A Conflict of Interest may be enough to undermine the public’s confidence in Queensland Rail, even where none actually exists, or it has been resolved.

This Standard provides transparent procedures for identifying, disclosing and managing Conflicts of Interest which will enable Queensland Rail to:

• reduce the opportunity for improper conduct as set out in legislation
• deal more easily with unfounded accusations of bias
• demonstrate its commitment to good governance
• demonstrate it is performing in a fair and unbiased manner.

1.2 Scope

This Standard outlines Queensland Rail's requirements in relation to the disclosure of Private Interests of Directors, Employees, Contractors, Consultants and other parties, and the corresponding procedures that should be followed if a Conflict of Interest situation arises.

1.1.1 What is out of scope

It is acknowledged that everyone will have Private Interests.  Where these interests do not have or could be perceived to have no impact on Queensland Rail, they are not within the scope of this Standard.

2 Requirements of this Standard

When acting for or on behalf of Queensland Rail, you should put the interests of Queensland Rail above your own Private Interests. You must acknowledge and manage any Actual, Perceived or Potential conflicts to ensure that they do not discredit, or conflict in any way with your obligations to Queensland Rail.

2.1 Features of a Conflict of Interest

A Conflict of Interest may have a number of features which need to be considered. These include, but are not limited to:

• Types: A conflict can be Actual, Perceived or Potential. An Actual Conflict of Interest involves a conflict between an employee’s duties and responsibilities and the employee’s private interests. A Perceived Conflict of Interest can exist where it could appear to others that your Private Interests could improperly influence the performance of your official duties and responsibilities, whether or not this is actually the case. A Potential Conflict of Interest arises where you have Private Interests that could in the future conflict with your official duties and responsibilities at Queensland Rail.
• Nature: The interest can be direct e.g. half owner of a business that is entering into a contract with Queensland Rail, or indirect e.g. where your spouse or other Family Members have a direct interest.
• Duration: A conflict does not end until the potential for gain or loss has been completely extinguished. This would mean that the opportunity (or risk) is completely closed - e.g. the job has been filled, the contract completed. There is usually a “cooling off period” after the end of a contract or transaction to ensure everything is working to the satisfaction of Queensland Rail. The period may vary depending on the circumstances.
• Special conflicts: These are conflicts (listed in 2.2.1) that Queensland Rail has identified as needing particular additional action.

2.2 Disclosure of Interests

Part of the procedure for dealing with and managing Conflicts of Interest is ensuring that appropriate disclosures are made in a timely manner to a relevant manager. These disclosures will then be considered, and a determination made as to the appropriate course of action that should be taken to manage the Conflict of Interest.

Disclosure should include the nature and extent of the activity, a description of all parties involved, the potential financial interests, details of any Gifts or benefits involved and any other information which would be necessary to evaluate the disclosure.

For an employee, written authority should be obtained from your manager before any commitment or decision is made that might involve or be affected by the existence of a Conflict of Interest.

If there is any uncertainty as to whether a particular interest should be disclosed, then that person or business should disclose the matter.

In helping assess whether a relationship with an external company may constitute a Conflict of Interest, the Queensland Government QTenders website may be of assistance as it lists Queensland Rail opportunities that are upcoming, current or closed where the value of the contract or arrangement is over $10,000. Details can be found at https://www.hpw.qld.gov.au/qtenders/.

Other useful references include the Queensland Rail website and Queensland Rail Annual Report. It is important to note the above information is provided for guidance only and should not be the sole determinant in assessing whether a breach of this or any other standard has occurred, or is likely to occur.

2.2.1 Disclosure by Directors

Under the Queensland Rail Transit Authority Act 2013 (Qld) and Corporations Act 2001 (Cth), Directors of Queensland Rail are specifically required to disclose any Actual or Potential Conflicts of Interest.

Directors will be required to sign a disclosure declaration upon appointment, declaring all relevant Private Interests. It is the duty of each Director to make ongoing disclosures of material interests as soon as the Director becomes aware of his or her interest. An annual declaration via the Related Party Disclosure Questionnaire will also be required as part of the end of financial year audit process.

A standing notice of declared Director Interests is tabled at all Board and Committee meetings and any amendments recorded in the minutes of that meeting. Directors are required to disclose any changes to the standing notice of disclosure of interest as soon as practicable to the Chairman and Company Secretary.

Unless the Directors decide otherwise, if an Actual or Potential conflict situation exists, the conflicted Director will be excluded from all consideration of the matter by the Board including any segment of the Board papers or other documents containing reference to the matter. The minutes of the meeting must record the decision taken by the Board.

Where a disclosure of an interest is made by the Chairman and it is decided the Chairman is excluded from all consideration of the matter, the remaining Directors must appoint a temporary Chair while considering this matter.

The Company Secretary and Board Office will maintain a register of declared interests by Queensland Rail Directors, which will be made available as required by legislative or genuine business purpose.

2.2.2 Disclosure by CEO, Executives and Employees

The CEO and Executive Leadership Team will be required to sign a disclosure declaration upon appointment, declaring all relevant Private Interests.

It is the duty of all executives, managers and employees to make ongoing disclosures of material interests and changes to existing disclosures as soon they become aware of his or her interest.

The CEO, Executive Leadership Team (ELT) and Senior Leadership Team (SLT) members are required to complete a declaration on an annual basis, along with relevant members of the General Leadership Team (GLT). This process is managed by the Ethics and Integrity Unit within Legal and Governance. Refer Declaration of Conflicts of Interest MD-17-212 for further details.

Other areas within Queensland Rail may also need to complete declarations as determined by Management. Ultimately, all staff have an ongoing obligation to notify their manager and the Ethics and Integrity Unit of conflicts as and when they arise. Staff should not wait for the annual declaration process to notify the existence of a conflict.

Disclosures by the CEO are to be reported by the CEO to the Board. The Board shall review all information in relation to the disclosure and decide on appropriate action to be taken. The decision of the Board, including any associated action items must be documented in the minutes of the Board meeting.

Where the Board determines that a conflict situation exists, the CEO will be excluded from all consideration of the matter including any segment of the Board papers or other documents containing reference to the matter. Where under a particular policy, Queensland Rail allows the CEO discretion over employees, the Chair will be the appropriate person to exercise that discretion under any policy in relation to the CEO.

Disclosures by all other managers and staff will be required to be made to their manager who will determine the appropriate action to take in managing the conflict.

Disclosures and details from the CEO, Executives, Senior Managers or Employees will be captured in the organisation’s Conflict of Interest Register. The Register will be made available as required by legislative or genuine business purpose.  In addition, the CEO and Executives will be required to make an annual declaration via the Related Party Disclosure Questionnaire as part of the end of financial year audit process.

The Company Secretary and Board Office will also add the CEO disclosures to the register of declared interests by Queensland Rail Directors, which will be made available as required by legislative or genuine business purpose.

2.2.3 Disclosure by Suppliers and Other Stakeholders

When dealing with suppliers, applicants for employment, or other potential stakeholders, you should prior to entering into a business or employment relationship with them, seek that they formally declare any conflicts of interest which may impact their association with Queensland Rail.

Relevant business areas are to develop processes to request this information and capture it.  If the information relates to a Material Interest or Major Contracts or Dealings, it is required to be reported to the Probity team. Probity Standard MD-19-143 and Probity Procedure MD-19-134 provide further detail on conflicts of interest in procurement.

Probity Advisors (internal and external) acting for Queensland Rail will maintain appropriate procedures to detect and manage conflicts of interest as part of the procurement process.

For futher information contact: Probity@qr.com.au

2.2.4 Disclosure to responsible Ministers

The Board will keep responsible Ministers appraised in a timely manner of Conflicts of Interest of a material nature that may arise where the Board considers that the nature of the conflict is sensitive or significant.

To avoid conflicts and ensure objectivity in situations where family members work in the same area, you need to make sure that job duties, overtime assignments, leave requests, higher grade, and job selection, are based on objective criteria and any pay decisions, and job performance (including discipline) evaluations are handled by an independent person.

In addition, conflicts can occur where family members accept positions with suppliers, customers and other stakeholders. These need to be reported and managed in accordance with the procedures outlined in 2.2.6 in this Standard.

2.2.5 Special Conflict – Material Procurement Activity

In addition to the requirements outlined in this Standard, participants in a Material Procurement Activity will be required to disclose any conflicts of interest during the course of their involvement in the process.  The requirement will be managed by the Procurement representative if one is involved otherwise the highest level manager involved will be responsible. Evidence of this process can be captured in minutes or diary notes. 

Although remaining responsible for declaring conflicts as and when they may arise, (as outlined in this Standard), employees whose role involves regular exposure to procurement activities are exempted from completing “nil” Conflict of Interest declarations relating to material procurement activity.  This exemption is limited to:

• Chief Executive Officer 
• ELT Members
• Group Senior Manager Corporate Services
• Senior Manager Procurement and Contracts
• Procurement Officers
• Probity Advisor
• Safety Advisors involved in supplier prequalifications
• Queensland Rail Legal Counsel
• Other designations as identifed by General Counsel

2.2.6 Special Conflict – Lobbyists

All new employees are to provide the Ethics and Investigations Team, within one month of taking up duty, a disclosure of employment as a Lobbyist in the previous two years that may have the potential to impact on their ability to properly and impartially discharge the duties of their role, and/or be an Actual or Perceived Conflict of Interest in relation to their role. Should it be determined that there is a Potential conflict, the employee is required to resolve the concerns in favour of the interest owed to Queensland Rail and must be resolved to the satisfaction of Queensland Rail management within 14 calendar days as failure to do so may result in a breach of this Standard and/or the Code of Conduct.

If in the course of your work you are approached by someone who is a Lobbyist seeking to conduct a Lobbyist activity, they must be listed on the Register of Lobbyists found in the Queensland Integrity Commissioner’s website, unless the lobbying activity is excluded under the Integrity Act.  Contact with Lobbyists who are seeking to conduct a Lobbyist activity is to be reported to the Ethics and Investigations Team so as to be recorded in the Corporate Register.

Further information on lobbyists can be found on the Integrity Commissioner’s website.

2.2.7 Special Conflict – Working with Family Members

Generally, Queensland Rail will not allow employees to directly supervise a family member. This is however subject to operational considerations. Where a reasonable transition and adjustment can be made and the person agrees, and a position is available, person(s) affected may be relocated to another part of the business.

To avoid conflicts and ensure objectivity in situations where family members work in the same area, you need to make sure that job duties, overtime assignments, leave requests, higher grade, and job selection, are based on objective criteria and any pay decisions, and job performance (including discipline) evaluations are handled by an independent person.

In addition, conflicts can occur where family members accept positions with suppliers, customers and other stakeholders. These need to be reported and managed in accordance with the procedures outlined in 2.2.2 in this Standard.

2.2.8 Special Conflict - Secondary Employment

Whilst employees are not prohibited from engaging in secondary employment, you are required to work impartially and in the public interest.  This is your primary obligation.  When employees engage in secondary employment, they risk actual and perceived conflicts of interests as well as, for example, increased risks of:

• Misuse of information or resources gained through employment with Queensland Rail in their outside work or use of Queensland Rail’s computing and office equipment to undertake duties connected with the secondary employment
• Absenteeism due to clashing commitments and diminished work performance as a result of fatigue or distraction
• Increasing workload on co-workers who must ‘cover’ the reduced performance of the employee with the secondary employment.

The risks to Queensland Rail are greatest when the other employer has or is likely to have contractual dealings with our organisation or is in or may come into commercial competition with Queensland Rail, or has a regulatory relationship with Queensland Rail.

As an employee you must notify your Leader prior to commencing such work (or upon employment with Queensland Rail) to discuss risks and appropriateness of accepting or continuing with the secondary employment.  Information to be disclosed to your Leader should include the duties undertaken, name and location of the other employer, hours worked, and any current links the other employer has with Queensland Rail or other government organisations, together with any other relevant details. With your Leader you will assess possible risks and develop a management plan.  Further (and if the secondary employment is approved), you must promptly notify Queensland Rail of any change of circumstances that may need to be managed or which indicate that conditions associated with the approval may need to be reconsidered. These need to be reported and managed in accordance with the procedures outlined in Section 2.2.2 in this Standard.

Leaders are responsible to take action where an employee has not declared secondary employment and to escalate to HR Central or the Ethics and Investigations Team as required.

2.3 Managing Conflicts of Interest

2.4 Breaches of this Standard

Compliance with this Standard is a condition of employment or engagement with Queensland Rail. Breaches of this Standard will be treated as a breach of the Code of Conduct and may lead to disciplinary action up to and including termination.

All suspected and actual Corrupt Conduct must be reported to the Ethics and Investigations Team who can be contacted on EthicsInvestigations@qr.com.au. For further information contact:

• Ethics@qr.com.au
• Boardoffice@qr.com.au

3 Responsibilities

The following establishes the unique accountabilities and responsibilities of the key internal stakeholders specific to this Standard.

3.1 Who does what?

Company Secretary

Responsible for maintenance of the Register of Interests for Queensland Rail Directors.

Manager Ethics and Investigations

Responsible for maintenance of Register of Interests for CEO, Executives, Senior Managers and relevant Employees.

Procurement representative (or most senior manager in procurement activity)

Responsible for ensuring a Conflict of Interest declaration is completed by team members involved in a procurement activity.

Senior Manager People Services

Responsible for ensuring completion of initial disclosures by the CEO and ELT members upon appointment to Queensland Rail.

4 Terms and definitions

The following key terms and definitions are unique to this Standard. Please refer to the Business Glossary for other terms not included in this section.

5 Appendices

Appendix 1 – Related documents

Legal, regulatory and other obligation sources

Queensland Rail documents