Ergon Energy Corporation Limited Board Charter. 26 August 2016

Transcription

1 Ergon Energy Corporation Limited Board Charter 26 August 2016

2 Ergon Energy Corporation Limited Board Charter This charter was approved by the board of Ergon Energy Corporation Limited (EECL) on 29 July 2005 and has been reviewed and updated since then 1. EECL is a subsidiary of Energy Queensland Limited (Energy Queensland) a Government Owned Corporation (GOC) under the Government Owned Corporation Act 1993 (Qld) (GOC Act). In this document, unless the contrary is stated, a reference to the Board covers the board of EECL and, separately, the board of EECL subsidiaries in the Ergon Energy Group. The Board has also adopted a Board Handbook which expands on some of the issues covered by this charter and covers further issues including Board operations and processes. The powers and duties of directors are set out in the Constitution and at law including, under the Corporations Act 2001 (Cth) and the GOC Act as applicable to a subsidiary of a GOC. 1. Role of the Board The company constitution of EECL states that the roles, responsibilities and duties of the directors include those required of them under the GOC Act. Within the overall requirements established by Energy Queensland as EECL s shareholder the role of the Board includes the following under the GOC Act: (a) responsibility for the commercial policy and management of EECL; (b) ensuring that, as far as possible, EECL achieves, and acts in accordance with, its Business Plan and carries out the objectives outlined in its Business Plan; (c) accounting to the shareholders of EECL for the performance of the Ergon Energy group ; (d) ensuring that EECL otherwise performs its functions in a proper, effective and efficient way. The Board is subject to the corporate governance standards set by the Corporations Act 2001 (Cth). The Board also follows the ASX Corporate Governance Principles and Recommendations (3rd Edition) to the extent they are reasonably applicable to Ergon Energy s circumstances and the Corporate Governance Guidelines for Government Owned Corporations issued by Queensland Treasury as applicable to EECL as a subsidiary of a GOC. The Board is committed to conducting all business activities, legally, ethically and in accordance with the highest standards of integrity and propriety. 1 Reviewed in March 2006, March 2007, April 2009, April 2010, August 2014 July 2015 and August Page 2 of 5

3 2. Responsibilities of, and matters reserved to, the Board Whilst the Board retains accountability to Energy Queensland, it has delegated aspects of the management of the business to the Chief Executive (the Chief Executive may in turn delegate matters to other senior managers). The Board has set out the functions that are reserved to itself, and matters not specifically reserved to the Board are delegated to the Chief Executive. The matters reserved to the Board are set out in detail in the Board Handbook. Broadly, the Board retains responsibility for the following: Appointment of the Chief Executive, Company Secretary and membership of Committees. Senior management framework, including for example delegations, remuneration and incentive policies, performance assessment and governance issues. Certain financial matters, including for example accounting policies and approvals outside the Chief Executive s delegation. Business strategy, including for example setting strategic objectives and plans consistent with the direction set by Energy Queensland. Approval of certain key policies. 3. Board Committees The Board of EECL has established a number of committees to assist the directors in the discharge of their duties and to allow detailed consideration of complex issues. The current Board Committees are: Audit & Financial Risk; Operational Risk; Establishment & People; and Regulatory. Each Committee has its own written charter setting out its roles and responsibilities, composition, structure, membership requirements and the manner in which the Committee is to operate. The Committee charters are reviewed on an annual basis and are made available on the EECL website. Appointment to a Committee is a decision of the Board and all Committees comprise of non-executive directors. 4. Code of conduct and directors duties The Board has adopted a Directors Code of Conduct and more detailed Conflicts of Interests Guidelines. The Corporations Act 2001(Cth) applies to the Board and subject to section 187 of the Corporations Act, the directors may act in the best interests of Energy Queensland. Accordingly, the statutory duties of directors apply and the Board follows normal procedures for the disclosure of standing interests, and material personal interests, of directors and for how the Board deals with such interests. Page 3 of 5

4 5. Independence of Directors All directors of EECL, including the Chairman, are non-executive directors. The Board regularly assesses the independence of the directors and in light of their disclosed interests and having regard to the criteria for assessing the independence of directors under the ASX Corporate Governance Principles and Recommendations. When conducting the assessment, materiality is judged on a case-by-case basis by reference to each director s individual circumstances. 6. Induction Senior management, working with Chairman, provide an induction program for new directors in order to assist them in fulfilling their duties and responsibilities. The program is to include the provision of documents and discussions with executives. The induction also covers industry issues and the directors responsibilities not only on the Board, but also Board Committees. 7. Board meetings Board meetings are held on a regular basis, as determined annually by the Board. The Board also determines a draft Annual Agenda for Board meetings. The agenda for each Board meeting is to be determined by the Chairman, Chief Executive and Company Secretary. The directors should meet at least once each year, without management, for discussion of management issues. Otherwise, the Chief Executive, Company Secretary and such of the senior management team as agreed by the Chief Executive and Chairman may attend Board meetings. 8. Continuing education Directors are encouraged to participate in professional development and keep up to date on relevant topical issues. A Professional Development Policy for directors has been adopted. In particular, directors may attend director professional development courses that are consistent with the Professional Development Policy and that relate to the director s function as a director or Committee member, to be paid for by Ergon Energy. 9. Access to information and independent professional advice Each director has the right to seek independent professional advice at the Company s expense, subject to the prior approval of the Chairman. Page 4 of 5

5 The Board has the authority to conduct or direct any investigation required to fulfil its responsibilities and has the ability to retain, at EECL s expense, such legal, accounting or other services, consultants or experts as it considers necessary from time to time in the performance of its duties. 10. Evaluation of Board performance The Board reviews and evaluates the performance of itself and Committees on a regular basis not exceeding two years. The performance review process is determined by the Board from time to time in accordance with the terms of the Board Performance Evaluation Policy approved in February Page 5 of 5