WWU Regulatory Accounts to 31st March 2006 - Our Home Page

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CONTRIBUTIONS FOR CHARITABLE AND POLITICAL PURPOSES During the period, there have been no political donations, and charitable donations amounted to £4,000 (2005 £Nil). Donations in excess of £200 were made to: Blackwood Alzheimer’s’ Society £500 BBC Children in Need £500 Flint & Holywell Rotary Club £300 Sports Aid Wales £590 Ty Hafan Children’s Hospice for Wales £300 St David’s Hall & New Theatre Trust £1,175 GOING CONCERN The Company’s accounts have been prepared on the basis that the Company is a going concern. In arriving at their decision to prepare the accounts on a going concern basis, the directors have reviewed the Company’s budget for 2006/07 and medium term business plans for 2007/08 to 2010/11 including capital expenditure plans. This included consideration of the cash flow implications of the plans and comparing these with the Company’s cash resources and committed borrowing facilities. REGULATORY ACCOUNTS The Gas Transporters Licence under which the Company operates requires specific accounting statements to be published. Copies of the regulatory accounts for the Company will be available from the Company Secretary after 30 November 2006. AUDITORS PricewaterhouseCoopers LLP were appointed as auditors on 20 January 2005. Pursuant to Section 386 of the Companies Act 1985, an elective resolution was passed on 8 June 2006 resolving that the Company dispense with the requirement to appoint auditors annually. In the case of each of the persons who are directors at the time when the report is approved under section 234A of the Companies Act 1984: • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and • the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. By Order of the Board C Talbot Company Secretary 29 September 2006 Wales & West Utilities Ltd (Formerly Blackwater 2 Ltd) 12
CORPORATE GOVERNANCE STATEMENT STATEMENT OF COMPLIANCE The Company is a private company and is therefore not require to comply with the Combined Code on Corporate Governance issued by the Financial Reporting Council (“the Code”). However, the Company has resolved to adopt such parts of the Combined Code as are appropriate to its circumstances. BOARD OF DIRECTORS The Board is responsible to the shareholders for all aspects of the Company’s performance and meets on a bi-monthly basis to review the strategic direction of all business activities and monitors performance against approved business plans and budgets. Appointment to the Board is made in accordance with the terms of the agreement between the shareholders (“the shareholder agreement”). Not more than twelve, and not less than three, directors may be appointed to the Board at any time. Shareholders are obliged to ensure, so far as is reasonably possible, that up to two independent directors are appointed to the Board. The roles of Chairman (Duncan Whyte) and Chief Executive (Graham Edwards) are held separately. There is no standing Deputy Chairman. The Board of Directors currently comprises the Chairman, the Chief Executive, and seven non-executive directors. All directors have access to the advice and services of the Company Secretary who is responsible for ensuring that the Board procedures and applicable rules and regulations are observed. The non-executive directors are independent of management and free from any business or other relationship with the Company, other than as shareholder representatives. The non-executive directors have full access to both the internal and external auditors and to management. The non-executive directors have no financial interest in the Company other than by way of their fees and shareholdings as disclosed in the Report of the Directors and their service is not pensionable. The Chairman and one non-executive director (Stephen Box) are independent of shareholder interests. The Chairman has no other significant commitments. Since 1 June 2005, the date the Company became a member of the MGN Gas Networks (UK) Ltd Group, no directors, other than James Craig (5) and Graeme Bevans (3), have missed more than one Board meeting, and no director, or his alternate (other than Graeme Bevans) missed any Board Committee meeting. Evaluation of the performance of Board directors is conducted by virtue of their appointments being made and monitored by the investing shareholders. The Board reserves for its consideration or approval all Company matters which includes the Group’s strategy, major items of capital expenditure and certain material contracts, save for those which it explicitly delegates to management. The form of delegated authority is reviewed by the Board periodically. The Audit Committee, under the chairmanship of Stephen Box, comprises two of the non-executive directors, Duncan Whyte and Howard Higgins, and has written terms of reference. This Committee meets quarterly to monitor the adequacy of internal controls, accounting policies and financial reporting of the Company and the Group and receives reports from the internal and external auditors on a regular basis. The activities of the Audit Committee meetings are reported to and considered by the Board at least annually. The Remuneration Committee, under the chairmanship of the Chairman, comprises two other non-executive directors, Wayne Leamon and Martin Stanley, and has written terms of reference. This Committee meets as necessary to consider and determine the terms and conditions of employment of the executive directors, including salary, bonus, share option and pension entitlements. The activities of the Remuneration Committee meetings are reported to the Board at least annually. Wales & West Utilities Ltd (Formerly Blackwater 2 Ltd) 13
Page 1 and 2: Wales & West Utilities Limited REGU
Page 3 and 4: IMPORTANT INFORMATION Wales & West
Page 5 and 6: OPERATING & FINANCIAL REVIEW IN RES
Page 7 and 8: The Company was allocated a regulat
Page 9 and 10: Financial review Basis of accountin
Page 11 and 12: FINANCIAL RISK MANAGEMENT (continue
Page 13: DIRECTORS’ INTERESTS There were n
Page 17 and 18: DIRECTORS' RESPONSIBILITIES FOR PRE
Page 19 and 20: Basis of audit opinion We conducted
Page 21 and 22: STATEMENT OF TOTAL RECOGNISED GAINS
Page 23 and 24: CASHFLOW STATEMENT FOR THE ELEVEN M
Page 25 and 26: TURNOVER Turnover represents the sa
Page 27 and 28: DECOMMISSIONING AND ENVIRONMENTAL C
Page 29 and 30: NOTES TO THE REGULATORY ACCOUNTS FO

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