Major Projects Committee Charter

1. Objectives

The primary objective of the Sydney Ports Corporation (SPC) Major Projects Committee (Committee) is to assist the Sydney Ports Board in fulfilling its responsibilities by reviewing the development and delivery of Major Projects in a timely, efficient and cost effective manner.

2. Authority

The Committee is authorised, within the scope of its responsibilities, to:

2.1 Seek information it requires from any Sydney Ports employee or contractor

2.2 Take independent legal, financial, remuneration or other professional advice or assistance, at the reasonable expense of Sydney Ports. Unless a conflict exists or to do so would be inconsistent with the Committee's duties, the Committee is to request such information, professional advice or assistance permitted under this clause via the Chairman of the Board.

3. Membership

3.1 The Committee is to consist of two Directors. Committee Members and the Chairman of the Committee are appointed by the Board.

3.2 The Chairman of the Committee is to be an Independent Non-Executive Director and is to be appointed by the Board.

3.3 All Directors, including those that are not members of the Committee, have the right to attend Committee Meetings.

3.4 The Committee may invite other persons to attend its meetings as required.

4. Meetings

4.1 The Committee shall meet on an as required basis, but at least four times a year. The procedure for meetings of the Committee will be consistent with the procedures for the Board as detailed in Sydney Ports' Memorandum and Articles of Association.

4.2 A quorum shall be two Committee members.

4.3 All decisions of the Committee shall be determined on the basis of a majority vote of members. In the event of a tied vote, the matter will be referred to the Board for decision.

4.4 When the Committee must reach a decision between meeting dates, this decision may be made by circular resolution. In carrying out a vote by circular resolution, the Chairman of the Committee has an obligation to attempt to contact all Committee members. A circular resolution will be passed only when the majority of Committee members vote in the affirmative.

5. Organisation

5.1 The Company Secretary or delegate will be responsible for keeping all minutes of all meetings of the Committee. Once the minutes of each meeting have been adopted and signed by the Chairman of the Committee, they shall be submitted to the Board for information.

5.2 The Chairman of the Committee will inform the Board of the activities of each meeting of the Committee at the Board meeting immediately following the meeting of the Committee.

6. Duties and Responsibilities

6.1 The Committee will review all Major Projects in Sydney Ports. Major Projects are those projects with:

• A total project cost greater than $20 million
• Projects of high significance to Sydney Ports.

6.2 Specifically the Committee will:

6.2.1 With regard to proposed new Major Projects:

• Review and make recommendations to the Board regarding proposed new Major Projects, including review of:
• Business cases for all new Major Projects, after said business cases have been presented to the Audit Risk Committee for consideration
• Proposed tender processes
• Progress of tenders
• Probity processes
• Tender evaluation panel outcomes
• Management's recommendations regarding entering into a contract with suppliers for a Major Project.

6.2.2 With regard to Major Projects underway:

• Provide oversight of the delivery of Major Projects
• Monitor and evaluate the risk management systems in place for Major Projects, including reviewing a regularly updated project risk profile and early warning of key issues or disputes and suggested mitigation strategies 
• Receive regular reports on progress of Major Projects to determine that the agreed objectives and outcomes are on target to being achieved and make recommendations as appropriate
• Review all major decisions that impact on the Major Project outcomes and make recommendations to the Board accordingly
• Make recommendations to the Board, where required, regarding additional costs, project variations or change in scope
• Propose strategies and actions relating to progress and implementation of major projects
• Review project pro-forma model updates, showing actual expenditures versus budget, use of contingency, disputes and projected final expenditures and expected completion schedule.

6.2.3 With regard to Major Projects completed:

• Review and evaluate the post implementation report and make recommendations to the Board, as required, regarding the outcomes of the report
• The report should include:
• An evaluation of the way the project was run and an assessment whether the projected benefits have materialised or will be realised in future
• The report should identify the highlights and good practices adopted during the project
• Contain an evaluation/appraisal of events that occurred, lessons learned and pitfalls to be avoided in future.

6.3 The Committee will also carry out other matters delegated to the Committee by the Board.

7. Reporting

7.1 The Committee will:

• Record proceedings of each meeting
• Circulate them to the Board.

7.2 All recommendations of the Committee are to be referred to the Board for approval.

7.3 Ensure the Charter of the Committee is posted on the Sydney Ports' website.

8. Administrative Arrangements

8.1 Conflicts of interest

8.1.1 Members of the Committee agree at Committee meetings to comply with the 'conflict of interest' requirements of the Sydney Ports Board Charter, which are:

• Committee members are required to disclose potential conflicts for recording in Sydney Port's conflicts register. Committee members are required to update this register on an ongoing basis as circumstances change
• In relation to specific Committee decisions, the Committee complies with Clause 2, Schedule 10 of the Stated Owned Corporations Act 1989. A Committee member cannot take part in discussions or vote on a matter in which that Committee member has a material personal interest; unless the Committee resolves that the interest does not disqualify the Committee member.

8.2 Induction

8.2.1 New members will undergo an induction program to comply with the 'Induction Program' requirements of the Sydney Ports Board Charter, which are:

• Upon appointment, the Company Secretary is responsible for arranging for the new Committee member to undertake an induction program to enable them to gain an understanding of Sydney Ports' business. A range of information is provided, including:
• copies of relevant legislation
• Code of Conduct
• most recent annual report
• Committee member profiles and contact details
• the Committee Charter
• Statement of Corporate Intent and Corporate Plan
• recent Committee meeting minutes.

8.3 Review of Charter

8.3.1 At least once a year the Committee will review this Charter. This review will include consultation with the Board. Any substantive changes to this Charter will be recommended by the Committee and formally approved by the Board.