ESB Annual Report 2012 - (Page 45)
BUSINESS
OVERVIEW
OPERATING &
FINANCIAL REVIEW
CORPORATE SOCIAL
RESPONSIBILITY
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
ESB Annual Report 2012 45
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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.
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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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