Annual Report 2011 - Watercare

Watercare Services Limited
2011 ANNUAL REPORT
Governance
PAGE 16
Governance (continued)
Board performance
The performance of the board is reviewed
by the shareholder annually, both in relation
to the board as a whole and the contribution
of individual directors.
Board remuneration
Board remuneration is determined by the
shareholder.
Performance of the Chief Executive
The performance of the Chief Executive
is reviewed annually by the board.
Transparency in reporting
Watercare remains committed to transparent
reporting. Recognising this, Watercare publishes:
• An annual SCI;
• An annual Funding Plan;
• An Asset Management Plan;
• An annual report that records
performance against SCI and nonmandatory
measures, and guidelines
developed under the United Nations’
Global Reporting G3 Initiative
(see page 112);
Watercare Governance
Planning Cycle*
feedback
Final shareholder
Draft SCI negotiated and revised
S C I
SCI Process
Financial Planning Process
a do p te d
Tariffs set and
Funding Plan
approved
Apr
Mar
t i o n
Feb
May
l t a
• An overview of current water storage
levels and other information; and
• Special reports and project newsletters
for interested parties.
Setting standards of conduct for staff
Watercare demands the highest standards
of behaviour from its staff. Policies governing
the conduct of staff are published on the
company’s intranet. The policies also set out
the delegated authority within the company.
Watercare’s projects are subject to internal
probity reviews and external probity auditors
are appointed to provide additional assurance
on major projects.
Whistleblowing
The company has a specific policy to receive
and deal with information about any serious
wrongdoing within the company, as required
by the Protected Disclosures Act 2000.
Watercare’s policy prescribes how Watercare
staff and others would report matters of
serious wrongdoing, and provides contacts
to whom such reporting can be addressed.
The policy defines serious wrongdoing and
applies to present and past employees, and
to any individual either seconded to, or
working on a contract basis for, Watercare.
f c o n s u
A s s e t M a n a g e m e n t
Annual Repo r
r i f
T a
Funding Plan and
tariff-setting
process begins
Asset Management Plan
Annual Report
* From 1 July 2012, Watercare will produce a Statement of Intent (SOI) rather than an SCI.
Jun
Jan
Dec
Jul
Aug
Nov
Sep
Oct
t
Shareholder
presentation
P
l a n
of expectation
received
Mayoral letter
Tariff options prepared
S C I
d r a f t
p r e p a r e d
3. INTEGRITY
Corporate governance charter
The charter defines the duties and obligations
of the board and board members covering
fiduciary duty, duty of care, diligence,
legal and statutory duties, and conflicts of
interest. It incorporates the principles of the
New Zealand Institute of Directors’ Code of
Proper Practice for Directors, relevant sections
of the New Zealand Exchange Limited (NZX)
Corporate Governance Best Practice Code and
the Securities Commission’s nine principles
of corporate governance.
Disclosures of interest
A register of directors’ interests is maintained
by Watercare and updated as and when
necessary. Directors’ interests are a standard
item of business on the agenda of every
board meeting. These agendas are published
on www.watercare.co.nz. Any disclosure of
interest is recorded in the meeting minutes
and the participant concerned refrains from
taking part in the discussion or voting on any
related resolution. During the year, there were
four occasions when a director disclosed
a potential conflict of interest.
Audit and Risk Committee
The board is responsible for appointing the
members of the Audit and Risk Committee.
The committee’s role is to assist the board
to fulfil its responsibilities in the areas of
financial reporting and to provide assurance
regarding compliance with internal controls,
policies and procedures. Its responsibilities
are established in the Audit and Risk
Committee Charter which is reviewed
annually. The committee has no delegated
authority. In carrying out its duties, the
committee meets regularly with the external
and internal auditors (both with and without
management present) and the management
of the company. At least one member must
have accounting or financial management
expertise. The Chairman of the board may
not be Chairman of the Audit and Risk
Committee. The Chairman of the board is
Ross Keenan. The Chairman of the Audit and
Risk Committee is Jeff Todd. All Watercare
directors receive the papers of the Audit and
Risk Committee in advance and all are invited
to attend committee meetings.
Regular independent reviews
Watercare validates its planning, operations
and reporting with independent consultants
on a regular basis. This year, the Audit and
Risk Committee sought a review by J Hagen
Ltd on the extent to which Watercare follows
good practice in its procurement processes
Return to Contents page