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
https://www.nxtbookmedia.com