Board Charter

Overview

The principal objectives and functions of TransGrid and the structure and composition of the TransGrid Board are laid out in the following:

  • Energy Services Corporations Act 1995 No. 95
  • State Owned Corporations Act 1989 No. 134
  • TransGrid Constitution

Purpose and Role

The Board is responsible for:

  • providing effective guidance and direction;
  • providing independence in decision making;
  • ensuring that an effective system of corporate governance exists;
  • ensuring executive development and succession planning.

Delegation of Authority

Section 20L (1) of the State Owned Corporations Act 1989 provides that all decisions relating to the operation of TransGrid are to be made by or under the authority of the Board.

Section 20L (2) of the State Owned Corporations Act 1989 and Article 16.7 (a) of TransGrid's Constitution provide that the Chief Executive is responsible for the day to day management of operations of TransGrid in accordance with the general policies and specific directions of the Board.

This direction is prepared in the form of an "Instrument of Delegation of Functions to the Chief Executive". This document is reviewed on an as needed basis but at least every two years.

Code of Conduct

The TransGrid Board is to have a Code of Conduct which all directors adhere to and which is reviewed on an annual basis.

Board Committees

Under Section 20.9 (a) of TransGrid's Constitution, Committees of Directors may be formed, consisting of one or more directors.

TransGrid is to have an Audit Committee, Regulatory Committee and a Remuneration and Structure Committee. The structure and membership of committees is to be reviewed on an annual basis. Each committee is to have a Charter governing the activities of the committee.

The Role of the Chairman

The Chairman is to provide leadership and promote the cohesiveness and effectiveness of the Board. Key roles to be performed by the Chairman include:

  • assisting the Board to develop good relationships with the Shareholding Ministers and Portfolio Minister, with the Chief Executive and with other key stakeholders and interested parties.
  • assisting individual directors, and the Board as a whole, to understand their role, responsibilities and accountabilities.
  • helping directors understand their risks and liabilities as individual members and as a Board.
  • ensuring a comprehensive agenda is presented to each meeting of the Board.

In a situation where the Chairman is absent from a Board Meeting, the Acting Chairman may exercise all the powers and authorities of the Chairman.

Role of the Board Secretary

Under Section 23.1 of TransGrid's Constitution, the Directors are to appoint the Board Secretary. The Directors may also remove any Board Secretary who has been appointed. Key roles to be performed by the Board Secretary include:

  • being a source of advice and counsel for directors and management.
  • preparing the agenda for approval by the Chairman and compiling the supporting papers.
  • arranging for members of the management team and expert advisors to provide advice and, if required, attend meetings of the Board to present this advice.
  • advising on and working to enhance Board practices and procedures.
  • keeping abreast of and informing directors of any changes to legislative requirements of governance expectations.

Timing and Frequency of Board Meetings

The Board is to meet once per month (excluding January) and Board Committees will meet as and when required. Additional Board meetings may be called depending on need.

Board Meeting and Board Committee Meeting dates are to be circulated to Board Members two years in advance. Meeting dates are reconfirmed with Board Members in June and November of each year.

Under Section 20.2 of the TransGrid Constitution, the quorum for meetings of the Board is three directors and under Section 20.9 (d) of the Constitution the quorum for meetings of Board Committees (where the Committee consists of two or more directors) will be two directors.

Circulation of Board and Board Committee Papers

Board and Board Committee Papers are to be circulated in advance of the meeting.

Conduct of Board Meetings

All decisions of the Board are to be made on the basis of consensus and votes are only taken where consensus cannot be reached. All decisions and individual director dissent is to be recorded, if requested by the director.

Board Minutes

Under Section 22.1 of TransGrid's Constitution, minutes of all Board Meetings and Board Committee Meetings are to be kept.

These minutes are circulated to all directors at the following meeting, where they will be confirmed by the Board or Board Committee.

The Board Secretary will action resolutions of the Board in a timely manner.