Overview
TransGrid’s principal objectives and roles, and the structure and make up of our board are laid out in the following:
- Energy Services Corporations Act 1995 No. 95;
- State Owned Corporations Act 1989 No. 134;
- TransGrid Constitution; and
- NSW Treasury Guidelines for Boards of Government Businesses.
Role
The board’s role is to provide leadership and direction for the organisation. In line with 20L of the State Owned Corporations Act ‘all decisions relating to the operation of the Corporation are to be made by or under the authority of the board’.
Delegation of Authority
Section 20L (1) of the State Owned Corporations Act 1989 states 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 managing director is responsible for the day to day management of operations of TransGrid in line 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 Managing Director’. This document is reviewed on an as needed basis but at least every two years.
Responsibilities
In carrying out its role the board has but is not limited to the following specific responsibilities:
-
Reviewing
and approving the overall corporate strategy proposed by the executive team;
- Providing input into and final approval of the Statement of Corporate Intent;
- Overseeing the implementation of an effective system of corporate governance;
- Overseeing compliance with relevant Government policies;
- Overseeing executive development and succession planning;
- Appointment of the managing director in consultation with the voting shareholders;
- Ratification of the appointment and removal of senior executives, where appropriate;
- Reviewing performance of senior executives including the managing director;
- Reviewing and endorsing risk management and internal control systems
- Approving and monitoring financial and other reporting;
· Approving and reviewing the progress of major capital expenditure, capital management, and major acquisitions and divestitures; and
-
Appointment of the board secretary.
Key Stakeholders
In undertaking its responsibilities our board considers a number of key stakeholders:
- The voting shareholders;
- The portfolio Minister for Energy, Water and Climate Change;
- NSW Treasury;
- The Australian Energy Regulator as the appropriate regulating body;
- TransGrid employees;
- Our customers; and
- The general community
Code of Conduct
The TransGrid Board is to have a Code of Conduct which all directors adhere to and which is reviewed once a year.
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 and Risk Committee and a Remuneration and Structure Committee. Committee structure and membership are to be reviewed once a year. Each committee is to have a charter governing the activities of the committee.
An Executive Board Committee, consisting of the chairman and another director, can also be formed out of session of the monthly schedule of board meetings. The board must delegate authority to the Executive Board Committee to exercise approval on behalf of the board.
Additional committees relating to other specific functions of the board may also be created when required.
of governance expectations.
Role of 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:
- ssisting the board to develop good relationships with the Shareholding Ministers and Portfolio Minister, with the managing director 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; and
- Ensuring a comprehensive agenda is presented to each meeting of the board.
In a situation where the chairman is absent from a board meeting, a deputy chairman may be elected for that meeting and exercise all the powers and authorities of the chairman.
Role of 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;
- 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; and
- Keeping abreast of and informing Directors of any changes to legislative requirements of governance expectations.
Operation of Board Meetings
The Board is to meet once per month (except January) and board committees will meet at least quarterly. Additional meetings may be called if needed. Board meeting and board committee meeting dates are to be circulated to board members at each June board meeting for the following year. Meeting dates are reconfirmed with board members in June and November of each year. Under Section 20.2 of the TransGrid Constitution the minimum number of directors needed for meetings of the board is three directors and under Section 20.9 (d) of the Constitution the minimum number of directors needed for meetings of board committees (where the committee consists of two or more directors) is two directors.
Circulation of Board and Board Committee Papers
The Board is to meet once per month (except January) and board committees will meet at least quarterly. Additional meetings may be called if needed. Board meeting and board committee meeting
Conduct of Board Meetings
Decisions are made once the board members come to an agreement. Votes are only taken when an agreement can’t be reached. All decisions and individual decisions of each director are to be recorded also, if asked 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 retained and filed appropriately. These minutes are given 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 as soon as possible.