Full Version - Essential Energy

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Country Energy also purchases insurance cover
for directors’ and officers’ liability and professional
indemnity.
Board committees
The Board has two formally constituted committees
to assist in decision making, oversight and control,
resulting in recommendations to the Board. The
committees have delegated authority as specified
in their respective Terms of Reference.
Audit and risk committee
This committee is required to advise and report to the
Board in relation to –
• Risk management policy and strategy
• Wholesale energy trading policy and strategy
• Debt management policy and strategy
• Licence and legal compliance policy and strategy and
may exercise the Board’s authority in relation to –
• Determining, implementing and reviewing internal
audit procedures including the selection and
appointment of the assurance service agency
• Determining, implementing, and reviewing the
audit plan
• Wholesale energy trading and retail supply contract
decisions within the limits specified by the Board
• The procurement of independent professional
advice as required for the proper fulfilment of the
committee’s duties
• The procurement of information relating to the
operations or financial situation of the company
• Inquiries into any matter where issues of integrity
appear to arise.
The Board has engaged KPMG to provide management
assurance (internal audit) services. The external auditor
is the New South Wales Audit Office. Officers from
both the internal and external auditors are invited to
attend every meeting of the committee.
The committee meets annually with auditors (internal
and external) in the absence of management to discuss
any issues of concern. Should any issue require formal
reporting, the chairman advises the company secretary
accordingly. No such reports have been made this year.
Safety and environment committee
The Terms of Reference for the Safety and Environment
Committee require that the committee comprise at
least three non-executive directors and the managing
director. Other directors have a standing invitation to
attend all meetings. Management representatives may
be required to attend meetings at the request of the
committee.
The committee is required to advise and report to the
Board on policy, strategy, initiatives and achievements,
in relation to –
• The safety of employees, the public, contractors and
accredited service providers in any area of relevance
to Country Energy’s activities, where reasonably
under the control of Country Energy
• The impact of Country Energy’s activities on the
environment and the achievement of ecologically
sustainable development
• Any other matter considered by the committee to be
of relevance to their objectives and may exercise the
Board’s authority in relation to –
• Monitoring and directing the health, safety and
environmental performance of the organisation
• Compiling, reviewing and submitting reports relating
to health, safety and environment matters to external
bodies as required
• The procurement of independent professional
advice as required for the proper fulfillment of the
committee’s duties
• The procurement of information relating to safety
and environmental aspects of the operations of the
company
• Other matters referred by the Board to the
committee.
The committee meets regularly with management
and receives detailed reports on all significant safety
and environmental incidents and the actions taken to
address any areas of concern.
In response to the Board’s strategy of placing safety as
a top priority, the committee has sought detailed advice
on safety management and performance. As a result,
a comprehensive restructure of the safety business
unit has occurred and new safety initiatives are being
implemented.
COUNTRY ENERGY ANNUAL REPORT 2004–2005