ESB Annual Report 2012 - (Page 50)

50 ESB Annual Report 2012 - Energy for connecting you BOARD MEMBERS’ REPORT THE BOARD MEMBERS PRESENT THEIR REPORT TOGETHER WITH THE AUDITED FINANCIAL STATEMENTS OF THE PARENT AND OF THE GROUP FOR THE YEARENDED 31 DECEMBER 2012. PRINCIPAL ACTIVITIES The principal activities of the ESB Group are the generation, transmission, distribution and supply of electricity in the Republic of Ireland and, the transmission and distribution of electricity in Northern Ireland. The Group also operates internationally, in related activities including in Great Britain, mainland Europe and a number of projects in Asia. BUSINESS REVIEW Commentaries on performance in the year ended 31 December 2012, including information on recent events and likely future developments, are contained in the Chairman’s Statement and the Chief Executive’s Review. The performance of the business and its financial position together with the principal risks faced by the Group are reflected in the financial review as well as the reviews for each major business line within the Group. RESULTS FOR THE YEAR The financial results of the Group show a profit after tax of €194 million for the financial year compared with €100 million in 2011. The Board is recommending a dividend of 3.96 cent per unit of stock or €78.4 million in aggregate. A final dividend per unit of capital stock of 3.66 cent, amounting to €72.5 million in aggregate was paid in 2012 in respect of 2011. Further details of the results for the year and results for the prior year are set out in the Group income statement and related notes. CORPORATE GOVERNANCE ESB complies with the Code of Practice for the Governance of State Bodies. The Code sets out principles of corporate governance which the Boards of State Bodies are required to observe. ESB also complies with the corporate governance and other obligations imposed by the Ethics in Public Office Act, 1995 and the Standards in Public Office Act, 2001. ESB conforms as far as possible, and on a voluntary basis, to the UK Corporate Governance Code (the “Corporate Governance Code”) and to the Irish Corporate Governance Annex (‘the Irish Annex’). The Corporate Governance Code consists of principles (main and supporting) and provisions. Companies listed on the Irish Stock Exchange are required, as part of the listing rules, to describe how they apply the principles of the Corporate Governance Code, whether the company has complied with all relevant provisions and the related Irish Annex and to provide an explanation of non-compliance. ESB is a statutory corporation established under the Electricity (Supply) Act 1927 as amended and, accordingly, is not obliged to comply with the Corporate Governance Code or the Irish Annex. However, ESB supports the principles and provisions of the Corporate Governance Code and the Irish Annex and voluntarily complies with them subject to the following exceptions: (i) Appointments to the Board are a matter for Government and accordingly ESB does not have a nomination committee. (ii) Board members are appointed for terms of up to four or five years and therefore are not subject to reelection to the Board at lesser intervals. (iii) ESB’s policies and disclosures in relation to remuneration of the Chief Executive are in accordance with applicable Government guidelines. The details of Board members’ remuneration on page 55 do not include amounts paid to the four Worker Board members as employees of ESB (as such pay is neither increased nor decreased because of their membership of the Board), but do include amounts paid to them by way of fees. (iv) The Board evaluation process does not evaluate the individual performance of Board members as the Board does not have a formal role in determining its own composition. (v) The Board Chairman is also Chairman of the Remuneration and Management Development Committee given the importance of compliance by ESB with Government policy in this area and the role of the Chairman as the primary interface with Government. The Chairman was appointed a member of the Audit and Risk Committee, on an interim basis, in January 2013. PRINCIPLESOFGOODGOVERNANCE There were 11 general Board meetings and 1 special strategy Board meeting during 2012. The number below opposite each name represents the attendance by each Board member at the general Board meetings, and at the special strategy meeting, during the year. Board members 2012 Lochlann Quinn Pat O’Doherty^ Brendan Byrne* Dave Byrne John Coleman Seán Conlan*+ Ellvena Graham* Garry Keegan*+ Sean Kelly Seamus Mallon* Tony Merriman Noreen Wright* Anne Butler*§ * Independent Board members ^ Pat O’Doherty was appointed to the Board in January 2013 and attended the above meetings in his role as Chief Executive. + + § Seán Conlan - retired 22 October 2012 Garry Keegan - retired 5 June 2012 Anne Butler was appointed to the Board in November 2012 Meetings Attended 11,1 11,1 11,1 10,1 11,1 8,1 10,1 4,0 10,1 11,1 11,1 10,1 2,0

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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