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Endeavour Energy Annual Performance Report - Parliament of New ...

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07<br />

<strong>Endeavour</strong> <strong>Energy</strong> is a statutory state-owned<br />

corporation, established under the <strong>Energy</strong> Services<br />

Corporations Act 1995 (NSW) and the State Owned<br />

Corporations Act 1989 (NSW). It is governed, principally,<br />

by the two statutes mentioned and its Constitution.<br />

GOVERNANCE<br />

Above: Trade Assistant, Gregory Braley, working to<br />

install underground distribution cables to connect<br />

Doonside Zone Substation.<br />

<strong>Endeavour</strong> <strong>Energy</strong>’s<br />

Board and Executive<br />

believe good<br />

governance is a<br />

prerequisite for a highperforming<br />

organisation<br />

with a sustainable<br />

future. It helps ensure<br />

we deliver the outcomes<br />

our shareholders<br />

expect, supports our<br />

people and business<br />

operations and sets<br />

the framework for<br />

sound ethical, financial<br />

and risk management<br />

practices and effective<br />

compliance and<br />

auditing programs.<br />

Board <strong>of</strong> Directors<br />

In accordance with the <strong>Energy</strong><br />

Services Corporations Act<br />

1995 (NSW), the State Owned<br />

Corporations Act 1989 (NSW) and<br />

the Constitution <strong>of</strong> <strong>Endeavour</strong><br />

<strong>Energy</strong>, the Board consists <strong>of</strong> the<br />

Chief Executive Officer (Executive<br />

Director), one Unions NSW nominee,<br />

and at least two and not more<br />

than five other directors.<br />

All members <strong>of</strong> the Board <strong>of</strong><br />

Directors, with the exception<br />

<strong>of</strong> the Chief Executive Officer,<br />

are appointed by the voting<br />

shareholders for terms <strong>of</strong> up to<br />

five years. Appointments may be<br />

renewed by the voting shareholders.<br />

A vacancy in the <strong>of</strong>fice <strong>of</strong> director<br />

(with the exception <strong>of</strong> the Chief<br />

Executive Officer and Unions NSW<br />

nominee) is filled by a nominee <strong>of</strong><br />

the voting shareholders.<br />

Each non-executive director’s<br />

remuneration is determined by the<br />

voting shareholders and is paid<br />

out <strong>of</strong> <strong>Endeavour</strong> <strong>Energy</strong>’s funds.<br />

The Chief Executive Officer is not<br />

entitled to additional remuneration<br />

for being an Executive Director.<br />

Role and responsibilities<br />

<strong>of</strong> the Board<br />

The Board is responsible for the<br />

corporate governance <strong>of</strong> <strong>Endeavour</strong><br />

<strong>Energy</strong>, which includes setting the<br />

strategic direction, establishing<br />

performance targets as set out in<br />

the Statement <strong>of</strong> Corporate Intent,<br />

and monitoring the achievement<br />

<strong>of</strong> those targets.<br />

The Board undertakes to serve the<br />

interests <strong>of</strong> the voting shareholders,<br />

as well as its employees, suppliers<br />

and customers and the broader<br />

community, honestly, fairly, diligently<br />

and in accordance with all applicable<br />

laws. It delegates to the Chief<br />

Executive Officer responsibility for<br />

implementing the strategic direction<br />

and for managing the day-to-day<br />

operations <strong>of</strong> <strong>Endeavour</strong> <strong>Energy</strong>.<br />

The Board <strong>of</strong> Directors operates<br />

at all times in accordance with<br />

its Charter which is designed to<br />

complement the Constitution <strong>of</strong><br />

<strong>Endeavour</strong> <strong>Energy</strong>, the Director’s<br />

Manual, and the Board’s Code<br />

<strong>of</strong> Conduct.<br />

38

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