Corporate Governance Statement
Board of Directors
The Board oversees the setting of strategic objectives and annual budgets. It regularly reviews the operational and financial performance of the Company and oversees the engagement of appropriate resources to conduct the operations of the Company and the evaluation of potential business development projects.
The Board is responsible for appointing and removal of the Managing Director and ratifying the appointment, and where appropriate, the removal of the Chief Financial Officer and Company Secretary.
The Board ensures that shareholders are informed about the performance of the Company.
The Company's Constitution stipulates that the minimum number of Directors is three and the maximum is 10.
While Origin Energy holds more than 15 per cent of Envestra's shares, Origin may appoint up to two non-executive Directors. In the event that Origin's holding is between 10 and 15 per cent it may appoint one Director.
While Cheung Kong Infrastructure Holdings (CKI) holds more than 15 per cent of Envestra's shares, CKI may appoint up to two non-executive Directors. In the event that CKI's holding is between 10 and15 per cent, it may appoint one Director.
Membership of the Board normally comprises:
- Four independent non-executive Directors.
- Two non-executive Directors appointed by Origin Energy
- Two non-executive Directors appointed by CKI
- Managing Director.
In addition, the Company's Constitution ensures that independent Directors form a majority of the Board.
Directors are subject to retirement by rotation and election by shareholders at a general meeting. No Director may remain on the Board for more than three years without re-election. Where a Director is appointed during the year, that Director will hold office until the next Annual General Meeting and then be eligible for re-election.
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The Board meets as required but generally
at least nine times a year, with meetings held mainly in Adelaide.
Other meetings are held in Melbourne, Brisbane and Sydney.
Senior executives of the Company attend Board meetings by
invitation.