Corporate Governance

Endeavour Energy Board

 

Endeavour Energy is a statutory State owned corporation, established under the Energy Services Corporations Act 1995 (NSW) and the State Owned Corporations Act 1989 (NSW).   It is governed, principally, by the two statutes mentioned and its Constitution.

 

Endeavour Energy’s Board and Executive believe that good governance is a critical prerequisite for a high-performance organisation with a sustainable future and share a commitment to high standards of business integrity, ethics and professionalism across all activities. Our Code of Conduct sets out the expectations for the staff behaviour that is fundamental to our business success and encourages a culture of responsibility and accountability that promotes ethical and responsible decision making.

 

Good governance ensures the delivery of outcomes sought by our shareholders; supports our people and business operations; and ensures sound ethical, financial and risk management practices and effective compliance and auditing programs.

 

Endeavour Energy has complied with the NSW Treasury Guidelines for Boards of Government businesses which provide a platform for good corporate governance practices.

 

The role and responsibilities of the Board

 

The Board is responsible for the corporate governance of Endeavour Energy including setting the strategic direction, establishing performance targets as set out in the Statement of Corporate Intent, and monitoring the achievement of those targets. In carrying out its responsibilities, 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.

 

The Board of Directors operates at all times in accordance with its Charter which is designed to complement the Constitution of Endeavour Energy, the Directors' Legal Duties and Obligations Manual, and the Code of Conduct.

 

Board Meetings

 

The Board of Directors of Endeavour Energy meets on a monthly basis and meets more regularly as required.  Urgent matters requiring the approval of the Board that arise between scheduled meetings can be dealt with by way of circulating resolution. 

 

Board Secretary

 

The Board Secretary holds primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively by providing advice and services to the Board and its Committees and ensuring that the decisions of the Board are implemented.

 

The Board Charter

 

The Board Charter has been adopted by the Board of Directors to assist the Board and its committees in the exercise of their responsibilities. The Board reviews its Charter on an annual basis and such other time as considered necessary. The Board has incorporated the requirements of the NSW Treasury Guidelines for Boards of Government Businesses in its Charter.

 

You can read our Board and Board Committee Charter here >>

 

The Board adopts a “lead by example” approach to promoting the practice of high ethical standards, including compliance with Endeavour Energy’s Code of Conduct.

 

You can read our Code of Conduct here >>

 

Board Committees

 

The role of Endeavour Energy’s Board is to provide overall strategic guidance for the corporation and effective oversight of its management. In undertaking this role, the Board may establish committees to assist it and may delegate responsibility to those committees to consider certain issues in further detail and to report back to and advise the Board. The Board committees are as follows:

 

• Audit and Risk Committee
• Safety and Human Resources Committee
• Nominations Committee

 

Audit and Risk Committee

 

The Audit and Risk Committee meets five times per year and ensures that audit and business risk matters, including compliance, are dealt with in an independent manner. The committee’s responsibilities cover matters relating to the financial affairs and business risks of Endeavour Energy, internal and external audits, risk management, compliance and fraud prevention. In addition, the committee examines any other matters referred to it by the Board.

 

 

Safety and Human Resources Committee

 

The Safety and Human Resources Committee meets four times per year and reviews the development, implementation and effectiveness of Board policy in relation to human resources, OHS and safety. The committee considers remuneration policies, principles and guidelines applicable to contract staff (including senior executives), and award-based staff. In addition, the Committee examines any other matters referred to it by the Board.

 

 

Nominations Committee

 

The Nominations Committee meets as required and assists the Board in fulfilling its responsibilities with regard to Director appointments and re-appointments.  The Nominations Committee consists of the Chairman of the Board and two non-executive directors.  Membership is subject to rotation so that non-executive directors are not participating in the review of their own re-appointment.

 

 

Board Composition

 

The Energy Services Corporations Act 1995 (NSW), the State Owned Corporations Act 1989 (NSW), and the Constitution of Endeavour Energy address the membership of the Board of Endeavour Energy

 

All members of Endeavour Energy’s 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. 

 

The voting shareholders may appoint the other directors at their discretion.

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 any additional remuneration for being an executive director.

 

Access to Management

 

The Board has access to the Chief Executive Officer and/or the Executive as needed.

The Board encourages, where appropriate, the involvement of senior management or other employees who can provide expertise on and insight into the matters being considered by the Board. Directors regularly contact the Board Secretary prior to Board meetings regarding any matters that require clarification.

 

Access to Independent professional advice

 

The Board may retain such outside counsel, experts and other advisors, at the expense of Endeavour Energy, as it determines appropriate to assist it in the performance of its functions, subject to the prior approval of the Chairman.

 

Conflicts of Interest

 

In order to ensure their independent status, all directors of Endeavour Energy are subject to the statutory duties and prohibitions regarding conflicts of interest. Endeavour Energy relies on the integrity of the Board of Directors to identify and disclose any issues which may give rise to a conflict of interest. The Board Secretary maintains the Board Register of Disclosures.

 

Each director is required to complete a Director’s Disclosure of Interest form on appointment to the Board and to review that form, as a minimum, every six months to ensure that the information held by the organisation is up to date. The complete register is provided to the full Board every six months for review.

 

Further to the declarations contained in the Register of Disclosures, Directors are required to declare any real or potential conflicts of interest in relation to the matters before the Board or Board committee that would interfere with their exercise of independent judgment as a Director. Any such declarations will be added to the register.

 

Non-executive directors are entitled to accept positions with other companies. However, directors must observe their duties as set out in the Energy Services Corporations Act 1995, the State Owned Corporations Act 1989, the Code of Conduct and general law, in accepting any position with another company and in particular, those duties relating to conflicts of interest.

 

Director Induction and Education

 

Board members are assisted by Endeavour Energy to fulfil their roles and responsibilities in ways which include:

 

• the provision of induction materials for new directors in order to gain an understanding of Endeavour Energy’s financial, strategic, operational and risk position, their rights, duties and responsibilities, the roles and responsibility of senior management and the role of Board committees.
• professional development opportunities to update and enhance their skills and knowledge.
• the opportunity to visit Endeavour Energy’s facilities and meet with management to gain a better understanding of business operations.

 

Board performance and evaluation

 

The Board undertakes a review its performance annually, with particular attention being paid to the extent to which it has met its responsibilities in terms of its Charter.