Annual Report

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22 Governance Ausgrid is a State Owned Corporation subject to a significant number of statutory and legislative requirements. The Board has overall responsibility for corporate governance at Ausgrid. Governance and management structure Ausgrid continues to operate as a separate legal entity but is managed, along with Endeavour Energy and Essential Energy, by a joint Board of Directors and common Chief Executive Officer (CEO). These three network companies operate under a shared group management model known as Networks NSW. Each company remains focussed on the objectives of the State Owned Corporations Act, including: • operating a safe, reliable and sustainable network • operating at least as efficiently as any comparable privately owned business • maximising the value of the company to the State • balancing commercial, social, environmental and customer expectations. Networks NSW consists of a shared group management structure. The Executive Leadership Group (ELG) includes the CEO, Group Executive Managers, the Chief Operating Officer from each network company and the Board Secretary. The CEO reports to the board, which in turn is accountable to the two voting shareholders, the NSW Treasurer and the NSW Minister for Finance and Services, who each hold one share in each of the three companies for and on behalf of the NSW Government. The Portfolio Minister of each of the network companies is the NSW Minister for Energy. The board is responsible for setting the overall strategic direction and performance targets, and monitoring the implementation of the strategy by the three organisations. The CEO leads the ELG in delivering the approved strategy and achieving the performance targets set by the board. Ausgrid is a State Owned Corporation subject to a significant number of statutory and legislative requirements. Our Board has overall responsibility for corporate governance at Ausgrid. Board of Directors Common Chief Executive Officer Vince Graham Board Secretary Chief Operating Officer Ausgrid Trevor Armstrong Chief Operating Officer Endeavour Energy Chief Operating Officer Essential Energy Group Chief Financial Officer Group Executive Network Strategy Group Executive People & Services Chief Engineer General Manager Network Development General Manager Network Operations General Manager Finance and Compliance General Manager Health, Safety & Environment General Manager Information, Communication and Technology General Manager People and Services Pamela Henderson Brett Hooper David Pengilly Joe Pizzinga Peter York Sharron Kennedy Kirsten Watson Primary Systems Secondary Systems Portfolio Management Region South Region Central Financial Control Finance Transactions HSE Management Systems & Reporting Strategy &Architecture Corporate Affairs Procurement & Project Development & Services Safety & Infrastructure Logistics Asset & Network Region North Environmental Services Planning Major Projects Commercial & Internal audit System Control Management Decision Support Business Systems Electrical Safety & Capital Programs Property & Fleet Operational Health & Injury Services Authorisations PMO & Corporate Network Performance Management Employee Relations Planning Vendor & Sourcing Network Data & Maintenance Management HSE Assurance & HR Operations Performance Governance Risk & Distribution, Metering and Network Improvements Compliance Systems & Training Delivery Data Services Connections Telecommunications Legal Customer Service Transmission Governance Services Network Regulation & Service Shared Services Management
Ausgrid – Annual Report 2014/15 23 Board of Directors – 2014/15 Board of Directors (as at 30 June 2015) Roger Massy Greene BSc BE (Hons) MBA, FAICD, FIE (Aust) Chairman Term: 1 July 2012 to 30 June 2018 Chairman of the board from 1 July 2012 Chairman, Nominations Committee Member, Audit and Risk Committee Other Directorships: • Endeavour Energy, Chairman • Essential Energy, Chairman • Cranbrook School, Vice President • Dovose Pty Limited, Director and Secretary • Eureka Benevolent Foundation, Chairman • Eureka Capital Partners Pty Ltd, Chairman • ICC Holdings Pty Limited, Director • Illawarra Coke Company Pty Limited, Director • OneVentures Pty Ltd, Director • Salvation Army Sydney Advisory Board (from April 2015) • The Hunger Project Australia, Director Peter Dodd PhD, MSc MCom, BCom, Dip Ed Non Executive Director Term: 1 July 2012 to 31 December 2016 Chairman, Audit and Risk Committee Member, Nominations Committee Other Directorships: • Endeavour Energy, Director, • Essential Energy, Director • Collgar Wind Farm Pty Ltd, Director • CWF Holding Pty Ltd, Director • Energy Industries Superannuation Scheme (EISS), Chairman • Investa Listed Funds Management Limited (ILFML), Director • Macquarie University Group of companies, Director • Peter Dodd Pty Ltd, Director • The Centre for Independent Studies Ltd, Director Diana Eilert BSc, MComm, GAICD Non Executive Director Term: 23 June 2014 to 22 June 2017 Other Directorships: • Endeavour Energy, Director, • Essential Energy, Director • AMP Life Ltd, Director • Botanic Gardens, Trustee • Navitas • Queensland Urban Utilities, Director • Sydney Festival, Director • The National Mutual Life Association of Australia Ltd, Director • Veda Group Ltd, Director Philip Garling B.Build, FAIB, FAICD, FIE (Aust) Non Executive Director Term: 1 January 2013 to 31 December 2015 Chairman, Safety, Human Resources and Environment Committee Other Directorships: • Endeavour Energy, Director, • Essential Energy, Director • Charter Hall Funds Management Limited, Director • Charter Hall Limited, Director • Downer EDI Limited, Director • Tellus Holdings Limited, Chairman • Water Polo Australia Limited, President Laura Reed BBus, MBA, FCPA Non Executive Director Term: 1 January 2013 to 31 December 2015 Member, Audit and Risk Committee Member, Nominations Committee Other Directorships: • Endeavour Energy, Director, • Essential Energy, Director • ATCO Australia Pty Limited, Director • ATCO Gas Australia GP Pty Limited, Director • Canadian Utilities Limited, Director (an ATCO company) • MAPS Group, Director Patrick Strange PhD BE (Hons) Non Executive Director Term: 25 November 2013 to 24 November 2016 Member, Safety, Human Resources and Environment Committee Other Directorships: • Endeavour Energy, Director, • Essential Energy, Director • Chorus Limited, Director (7 April 2015) • Mighty River Power, Director • NZX, Director (1 May 2015) • WorkSafe NZ, Director Vince Graham BE (Civil), Grad Dip Mgmt, FAICD Chief Executive Officer and Executive Director Ex officio member Audit and Risk Committee and Safety, Human Resources and Environment Committee Other Directorships: • Endeavour Energy, CEO & Executive Director • Essential Energy, CEO & Executive Director • Networks NSW Pty Limited, Chairman • Catholic Care Social Services Council, Diocese of Parramatta, Member • Energy Supply Association of Australia, Director • Graham Management Services Pty Limited, Director (inactive) Board and Board Committee meetings held in 2014/2015 1 July 2014 to 30 June 2015 Directors’ Attendance Schedule Joint Board of Directors meetings Audit & Risk committee Safety Human Resources and Environment committee Nominations committee Director A B A B A B A B R Massy‐Greene 14 14 7 7 – 4 # – – P Dodd 14 14 8 8 – – 1 1 D Eilert 14 13 – 1 # 3 1 – 1 # P Garling 14 14 – 1 # 4 4 – 1 # L Reed 14 13 8 8 – – 1 1 P Strange 14 14 – 1 # 4 4 – 1 # V Graham* 14 13 7 6 4 3 – – A Indicates number of meetings held during the period the Director was entitled to attend B Indicates the number of meetings attended by the Director during the period # Attended meetings while not a member of the Committee * The CEO is an Ex‐officio member of the Audit & Risk and Safety, Human Resources and Environment Committees. The CEO was on leave for one Joint Board of Directors meeting and one Audit & Risk committee meeting when the Acting CEO attended.
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