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.