Board and Executive
governance is a
prerequisite for a highperforming
with a sustainable
future. It helps ensure
we deliver the outcomes
our shareholders expect, supports our people and business operations and sets the framework for sound ethical, financial and risk management practices and effective compliance and auditing programs.
In accordance with the Energy Services Corporations Act 1995 (NSW), the State Owned Corporations Act 1989 (NSW) and the Constitution of Endeavour Energy, the Board consists of the Chief Executive Officer (Executive Director), one Unions NSW nominee, and at least two and not more than five other directors.
All members of the Board of Directors, with the exception of the Chief Executive Officer, are appointed by the voting shareholders for terms of up to five years. Appointments may be renewed by the voting shareholders. A vacancy in the office of director (with the exception of the Chief Executive Officer and Unions NSW nominee) is filled by a nominee of the voting shareholders.
Each non-executive director’s remuneration is determined by the voting shareholders and is paid out of Endeavour Energy’s funds. The Chief Executive Officer is not entitled to additional remuneration for being an Executive Director.
The Board is responsible for the corporate governance of Endeavour Energy, which includes setting the strategic direction, establishing performance targets as set out in the Statement of Corporate Intent, and monitoring the achievement of those targets.
The Board undertakes to serve the interests of the voting shareholders, as well as its employees, suppliers and customers and the broader community, honestly, fairly, diligently and in accordance with all applicable laws. It delegates to the Chief Executive Officer responsibility for implementing the strategic direction and for managing the day-to-day operations of Endeavour Energy.
The Board of Directors operates at all times in accordance with its Charter which is designed to complement the Constitution of Endeavour Energy, the Director’s Manual, and the Board’s Code of Conduct.
The Board is scheduled to meet on a monthly basis and more regularly as required. Urgent matters requiring Board approval that arise between scheduled meetings can be dealt with by way of circulating resolution or by the Transaction Approval Committee in accordance with its Charter.
The role of the Board is to provide strategic guidance for the corporation and effective oversight of its management. In undertaking this role, the Board has established committees to assist it.
The Board Committees in 2010–11 were as follows: