Authority
The role and the responsibilities of the Board of Directors are set out in the State Owned Corporations Act 1989 and the Energy Services Corporations Act 1995 as amended. The roles and responsibilities of Directors are further set out in the Corporation's Articles of Association as amended at the 27th February 1999.
Organisation
The Board is comprised of up to six non-executive Directors and the Managing Director. Three Directors constitutes a quorum for a Board of five Directors and a quorum of four Directors is required for a Board of six Directors.
The Board is appointed by the Shareholders in consultation with the Chairman with terms for each of the Directors of up to three years. The Board is to contain a diverse mix of Directors from different backgrounds with complementary skills and experience. Newly appointed Directors will be provided with a formal and documented induction program and appointment letter.
The Board schedules approximately 10 meetings per annum, but meets on other occasions as required.
The Board carries out certain duties by delegation to Committees who meet regularly and make recommendations to the Board on issues related to each Committee.
The Board has established the Audit and Assurance Committee and the Remuneration and Human Resources Committee as standing Committees.
Roles and Responsibilites
The Board is responsible for optimising the Corporation's performance and increasing Shareholder value by:
- Providing strategic direction, adopting a corporate strategy and Business Plan, as outlined in the Statement of Corporate Intent, which is agreed with the Shareholders annually, and monitoring its implementation.
- Reporting to the Shareholders on a timely basis and at least every quarter.
- Monitoring the identification and management of the material business risks of the Corporation to ensure appropriate control, accountability and reporting mechanisms are in place including Management's annual review of the effectiveness of the risk management process.
- Monitoring the conduct, performance and management of the Corporation and approving and monitoring annual budgets, major capital expenditure and other significant projects.
- Appointment and appraisal of the Chief Executive and direct reports to the Chief Executive against predetermined criteria and ensuring that adequate plans for succession exist.
- Review and approve the Corporation's remuneration policy and the total emoluments of the Chief Executive and employees who report direct to the Chief Executive to ensure that executive remuneration is fair and reasonable and that performance incentive targets are well defined and aligned to the Shareholders' objectives.
- Requiring that the Corporation has appropriate procedures and policies in place on key issues including risk management, external and internal compliance and control, codes of conduct and legal compliance, to review and recommend these policies as appropriate and to monitor adherence to them so that the business of the Corporation is conducted in an open, honest and ethical manner.
- Reviewing and approving the purchase of insurance for risks that can be underwritten by third parties, on terms and conditions that provide cost effective Balance Sheet protection in the event of major loses.
- Review and approve the recommendation for the appointment of internal auditors, termination of internal audit contracts and the adoption of half yearly Special Purpose Accounts and annual Statutory Financial Statements.
- Maintaining the level of skills and knowledge required to properly fulfil the duties and responsibilities of Directors by way of encouraging and sponsoring continuing professional education. A register of continuing professional development activities undertaken by Directors is maintained by the Secretary.
Advice to Directors
Directors may obtain independent professional advice, at Macquarie Generation's expense, on matters arising in the ordinary course of their duties.
Performance Assessment
The Board monitors and evaluates its performance, the performance of individual Directors and the performance of the Board Committees in order to actively ensure the efficiency of the Board in meeting its roles and responsibilities.
The performance assessments are conducted and formally documented annually and may include external assistance with process and evaluation.
