Board of Directors
As required by the Company’s Constitution, the Board consist of nine directors being:
- two directors elected by Electricity Members, one director elected by Gas Members and one director elected by Water Members (“Industry Directors”)
- four persons nominated by the Essential Services Commission (of South Australia) (“the Commission”) to represent customers of electricity, gas and water services or public interest groups relevant to such services (“Consumer Directors”), and
- an independent Chair.
The current Directors of the Company are:
- Peter Bicknell, Independent Chair
- Geoff Barton, Industry Director
- Jessie Byrne, Consumer Director
- Margaret Cross, Consumer Director
- John Hill, Consumer Director
- Patrick Makinson, Industry Director
- Kay Matthias, Consumer Director
- Kerry Rowlands, Industry Director
- Anthony Sinclair, Industry Director
As far as the structure of the Scheme allows, the appropriate mix and balance of skills available is considered and appropriate checks are undertaken before appointing a person a director.
New directors will be inducted to the Scheme and appropriate professional development opportunities are provided to develop and maintain the skills and knowledge needed to perform their role as directors effectively.
The Company is committed to gender diversity which is demonstrated by high female participation at all levels of the organisation.
Currently 44% of the Board of Directors are female, 25% of the leadership team are female, and the rest of the staff are ten male and seven female members. The overall percentage is 40% female and 60% male.
The Directors appoint, with the Commission’s approval, a person to be the independent Chair of the Board a three-year term. The Chair is eligible for reappointment for a subsequent term or terms of three years.
The Chair of any meeting has an ordinary vote, but does not have a casting vote on any matter.
Peter Bicknell, BA, M Soc Admin, JP, was appointed the independent Chair on 22 March 2015 and he was reappointed for another term of three years from 22 March 2018.
The Company has written agreements with each director setting out the terms of their appointment. These include Deeds of Access and Indemnity, which contain the arrangements which the Company and the Director have made concerning indemnities, insurance, Company records and confidentiality and letters of appointment setting out details of directors’ fees and the committees on which they may serve.
Term of office
The Company’s Constitution specifies that the industry directors may not hold office for more than three years without submitting himself or herself for re-election.
The consumer directors can hold office for a term of up to three years and they are eligible to be nominated and re-appointed for a further term or terms. However, the consumer directors or the independent Chair cannot serve more than nine continual years as a director.
The Board currently holds six formal meetings per year, with additional meetings called or resolutions in writing passed if necessary to address any important or urgent business.
Conflict of interest
Directors must continuously advise the Board of any personal interest that could potentially conflict with those of the Company. No director is perceived to have any personal conflicts of interest because they are employed by a Member of the Company.
The potential for conflict of interest is inherent in the structure of the Company and it is accepted that there may be circumstances where a director needs to abstain from voting on matters they may feel conflicted with.
A director is not counted in the quorum of a Board meeting considering any contract or proposed contract in which he or she has an interest, and is not entitled to vote on the matter. The details are recorded in the minutes of the meeting.
The Board appoints a Company Secretary for such term and upon such terms and conditions as the Board thinks fit. The appointment of the Company Secretary is formally resolved by the Board in accordance with section 204D of the Corporations Act.
The Company Secretary is accountable to, and reports directly to, the Board, through the Chairman, on all matters to do with the proper functioning of the Board. All Directors have direct access to and may seek information from the Company Secretary, to assist them in carrying out their duties as Directors.
The Board appointed Pia Bentick, FCIS, FGIA, Barrister (np) as the Company Secretary in March 2000. She is also the Corporate Counsel and a member of the senior management team.
Independent professional advice
Directors may obtain independent professional advice at the Company’s expense, on matters relevant to the Company’s affairs to assist them in carrying out their duties as directors, subject to providing prior notice to the Chair. Copy of any advice received by a director may be made available to other members of the Board.
The Ombudsman, the Business Services Manager and the Company Secretary make a financial reporting certification to the Board for each financial year to confirm the integrity of the Company’s financial statements, risk management and internal compliance.
Board performance assessment
The Board reviews its own and its Committees’ performance regularly. An external Board Performance Assessment will be conducted every five years, consistent with the Scheme Review, unless the Chair/Board otherwise determines. The last external Board Review was completed in 2016.