Every PPP project must have a detailed and documented PPP Governance Framework. This should be consistent with the principles outlined in the Oversight Framework for the NSW Infrastructure Program3. The PPP Governance Framework must be:
• Prepared and updated by the Responsible Agency in consultation with the Project Steering Committee (or as otherwise relevant to the structure of the Responsible Agency/delivery authority), NSW Treasury and INSW prior to its finalisation and submission to Cabinet
• Established at the conception of a project, ideally at the Strategic Business Case stage where a PPP is a potential procurement option and applied throughout the project's lifecycle. The PPP Governance Framework may be amended as necessary, in accordance with the process documented in the PPP Governance Framework; and
• Approved by Cabinet at the earliest opportunity, and no later than when Cabinet approves project funding or engagement with the private sector, whichever occurs first.
All decisions in relation to the PPP must be made in accordance with the PPP Governance Framework. Responsible Agencies should contact NSW Treasury for further guidance in relation to the PPP Governance Framework (including appropriate templates) if required.
The PPP Governance Framework must include:
| Details of the governance structure | Project Steering Committee, which must be established by the Responsible Agency Head and is accountable to Cabinet through the Responsible Minister and Agency Head. NSW Treasury must be invited to be a member of the Project Steering Committee. The Project Steering Committee: - Should endorse, prior to Cabinet's consideration, all key documents and decisions in relation to the PPP (or likely PPP) project, including, for example: • the Business Case • Market Communication Strategy • procurement documents (e.g. EOI, RFP (including contracts), and relevant evaluation plans) • Public Sector Comparator (PSC) and/or Shadow Bid Model (SBM) • Commercial Principles; and • final contracts. - Must endorse any proposed recommendations to Ministers and/or Cabinet. • Project Control Group (PCG). • Working groups, including: - the type of working group (e.g. Commercial and Legal, Design, and Technical, etc); and - the lead and members (where applicable as determined by the Responsible Agency). • Project Director who is responsible for driving the overall project and managing the Project Team. |
| Terms of Reference (ToR) of the Project Steering Committee and Project Control Group that are appropriate, given the project complexity | • The ToR should include details of membership including: - the Chairperson, and acting Chairperson arrangements - scope, roles and responsibilities - timing and frequency of meetings (for example, monthly, or after key milestones such as at the end of phases of the project lifecycle) - flow of information (including process and timing for agenda items, minutes, meeting papers and reports) - proxy and quorum arrangements - decision-making requirements (unanimous or majority) - issues resolution; and - the secretariat role. • The ToR should also refer to Agency-specific policies, other governance bodies, and procedural documents. |
| Details of how the governance arrangements (including roles and membership) could change through the project lifecycle and how those transitions will be managed to ensure continuity, particularly in higher risk project phases of procurement and delivery | • For example, Project Steering Committee membership may differ depending on whether the project is in the procurement (tendering and negotiations) phase, the post-contract signing delivery phase (which includes construction), or the operations phase. • For guidance on Governance Frameworks after contract signing, refer to section 7. |
| A review process to determine the effectiveness of the Governance Framework and groups and roles within it |
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| Thresholds for changes in project budget, schedule, or scope | • As applicable. |
The needs, delegations and accountabilities of the originating Responsible Agency should be aligned to that of NSW Treasury, and the governance should be streamlined to facilitate symmetrical ministerial briefings to the Responsible Agency's Minister and the Treasurer.
The governance arrangements for a User-charge PPP should also consider the guidelines specified in the Premier's Circular C2014-09 Governance Framework for Major Transactions4.
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3 Available at https://www.infrastructure.nsw.gov.au/media/2737/oversight-framework-the-framework.pdf.
4 See https://arp.nsw.gov.au/c2014-09-governance-framework-major-transactions.