ESB Annual Report 2012 - (Page 45)

BUSINESS OVERVIEW OPERATING & FINANCIAL REVIEW CORPORATE SOCIAL RESPONSIBILITY CORPORATE GOVERNANCE FINANCIAL STATEMENTS ESB Annual Report 2012 45 04 01 CORPORATE GOVERNANCE CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT I WANT TO SET OUT BELOW HOW GOVERNANCE UNDERPINS OUR ACTIVITIES IN ESB AND DESCRIBE HOW WE APPLY THE PRINCIPLES OF GOOD CORPORATEGOVERNANCE AS SET OUT IN THE CODE OF PRACTICE FORTHE GOVERNANCE OF STATE BODIES, THE UK CORPORATE GOVERNANCE CODE AND THE IRISH CORPORATE GOVERNANCE ANNEX. The Code of Practice provides that the Chairman may engage with Government on succession and this provides an opportunity for reviewing board composition and skills. COMPLIANCE ESB has put in place the appropriate measures to comply with the Code of Practice for the Governance of State Bodies, updated in 2009. The Code sets out the governance framework agreed by Government for the internal management and the internal and external reporting relationships, of commercial and noncommercial State bodies. ESB continuously reviews and updates its policies and procedures to ensure compliance with the Code and best practice in corporate governance ESB also conforms as far as possible, and on a voluntary basis, to the UK Corporate Governance Code. Our compliance on a voluntary basis with the Corporate Governance Code demonstrates our commitment to the highest standards of governance and corporate behaviour. BOARD MEMBERSHIP I believe that your Board in 2012 brought the necessary experience, independence and challenge to ensure effective decision making. The range of Board members’ experience in politics, engineering, banking, law, accounting and in our industry is set out in their biographies on pages 46 to 47. ROLE OF THE CHAIRMAN I was appointed Chairman and Board member of ESB in January 2008 and re-appointed for a further two years in January 2013. My role is to lead a unified Board, to facilitate open discussion, effective decision making and timely communication with our owners and stakeholders. ROLE OF THE BOARD The Board is responsible for the long-term success of ESB and decisions are only made after the necessary level of information has been made available to Board members and with due consideration of the risks identified through the risk management process. The Board has reserved the following for its own consideration: „ approval of Group strategy, annual budgets and annual and interim financial statements „ review of operational and financial performance „ approval of major capital expenditure „ overall review of Group health and safety performance „ appointment of the Chief Executive „ appointments to senior management on the recommendation of the Chief Executive „ appointment of the Company Secretary. BOARD MEETINGS We have eleven scheduled Board meetings during the year and any additional Board meetings as required. Papers, including minutes of Board committees, are circulated in advance of each meeting. There is an agreed procedure in place, which allows Board members to take independent professional advice in the course of their duties and all Board members have access to the advice of the Company Secretary. BOARD COMMITTEES Six committees of the Board assist in the execution of its responsibilities and the Board delegates specific responsibilities to those board committees as set out in their terms of reference. The committees assist the Board by giving more detailed consideration to business, operational and governance issues and they report to the Board with any necessary recommendations. Further details of these committees are set on pages 52 to 53 of this report. CONCLUSION Good governance is good business. In pursuit of our goal of strong and sustainable growth the Board and management will remain committed to transparency and accountability in all we do. 04 03 02 05 Lochlann Quinn Chairman

Table of Contents for the Digital Edition of ESB Annual Report 2012

ESB Annual Report 2012
Contents
Business Overview
Chairman’s Statement
Chief Executive Review
Our Strategy and Business Model
Operating and Financial Review
Operating Environment
Finance Review
Business Unit Sections: ESB Generation and Wholesale Markets
ESB Networks
NIE
Electric Ireland
Corporate Social Responsibility
Introduction from Executive Director, People and Sustainability
Sustainability Charter
Energy Usage 2012
ESB Innovation
Equality and Diversity
Our People
Our Community
Corporate Governance
Chairman’s Corporate Governance Statement
The Board
Executive Team
Board Members’ Report
Risk Management Report
Statement of Board Members’ Responsibilities
Independant auditor’s report to the stockholders of Electricity Supply Board (ESB)
Statement of Accounting Policies
Financial statements
Prompt Payments Act

ESB Annual Report 2012

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