Chairman: Dirk Beeuwsaert
Executive Directors: Philip Cox, Geert Peeters, Guy Richelle
Independent Non-Executive Directors: Sir Neville Simms, Bernard Attali, Sir Rob Young, Michael Zaoui, David Weston, Tony Isaac
GDF SUEZ appointed Non-Executive Directors:Gérard Mestrallet, Jean- François Cirelli, Isabelle Kocher
Biographies of the Board members are set out in Board of Directors.
The Board has responsibility for defining strategy, ensuring the successful implementation of approved projects/proposals and for reviewing the operations of the Group. The Board also reviews annually the risk policies and profile of the Group and it maintains a schedule of all matters requiring specific Board approval. Throughout 2011 this included all strategy decisions and significant capital investment proposals, acquisitions and disposals. The Board receives information on capital expenditure projects and investment proposals in advance of Board meetings, as well as management reports on the operational and financial performance of the business. The Board also provides oversight on the management of staff and succession planning. Financial performance is monitored on a monthly basis and the overall performance of the Group is reviewed against approved budgets. At least once a year, the CEO presents a corporate strategy plan to the Board for review and approval. Each investment decision is made in the context of this plan.
The Board has established business values and standards for the Group, which provide a framework for the Group to balance the interests of all its stakeholders in the conduct of its business. The Company’s Ethics Charter has been formally adopted by the Board in 2011 and made available to all employees on the Company’s intranet. Comprehensive policies on the conduct of business to support and implement the Ethics Charter have also been adopted and, in addition to the Ethics Charter, actively disseminated throughout the business.
Chairman and Chief Executive Officer (CEO)
The Chairman is responsible for the leadership and effective operation of the Board, in terms of its agenda, decision making and the utilisation of the skills and experience of the Directors. He monitors, with the assistance of the Company Secretary, the information provided to the Board to ensure that it is sufficient, pertinent, timely and clear. The Chairman is also responsible for ensuring that there is effective engagement and communication with shareholders. The CEO is responsible for the overall management of the Group and for leading the Executive Team and operational teams in implementing the strategies approved by the Board.
The Chairman is a Non-Executive Director appointed by GDF SUEZ in accordance with the rights of the GDF SUEZ group under the Relationship Agreement. He is an executive of the GDF SUEZ group and through 2011 held the position of Executive Vice President in charge of Energy Europe and International. His current title and position within GDF SUEZ is Executive Vice President in charge of the Business Line Energy International.
Non-Executive Directors and Their Function
Through membership of the Board Committees, the Non-Executive Directors have responsibilities for:
- overseeing that systems of internal control and risk management are appropriate and effective
- managing the relationship with the external auditors
- evaluating the performance of management in meeting targets and objectives
- setting the remuneration of Executive Directors
- appointing Executive Directors
- planning senior management succession
- monitoring the reporting of performance
- satisfying themselves on the integrity of financial information
Board Membership and Training
In accordance with best practice all of the Directors submitted themselves for re-election in 2011 and, as recommended by the Code, all Directors will do so every year.
The Board has reviewed the independence of Sir Neville Simms and Tony Isaac, who have both served on the Board for more than nine years. The Board considers them both to be effective and demonstrably committed to their role, considers that they are still independent of the Company in character and judgement and has concluded that it wishes them to continue in their role beyond the 2012 Annual General Meeting (AGM). In addition, considering the changed nature of the Board as a result of the Combination, the significantly increased size of the business and the new majority shareholder base, the Board regards these as effectively new appointments in 2011. This was demonstrated by the need for the shares in the Company to be relisted at the time of the Combination.
Arrangements are in place to ensure that newly appointed Directors receive a comprehensive briefing on the Company and its business. Training is provided for Directors on their roles and their legal obligations to ensure that they are fully conversant with their responsibilities as Directors.
Periodically, the Board meets at the site of one of the Group’s power stations and briefings are also given at Board meetings on particular parts of the business, including regional and functional reviews. Due to the implementation of the Combination there were no Board visits to local business operations in 2011. However, the Health, Safety and Environment (HS&E) Committee visited First Hydro in Wales during 2011. Directors are also kept informed of changes to the regulatory regime, such as the Code. All of the Directors have access to the advice and services of the Company Secretary and also to external independent advice should they so wish.
The Company has in place appropriate insurance cover in respect of legal action against its Directors.