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:

• Greg May, Independent Chair
• Geoff Barton, Industry Director
• Sue Chase, AM, Consumer Director
• Nadia Moffatt, OAM, Consumer Director
• Mark Henley, Consumer Director
• David Coombe, Industry Director
  
• Patrick Makinson, Industry Director
• Kay Matthias, Consumer 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 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.

Greg May, was appointed the independent Chair on 23 March 2024. 

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.

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.

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.

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 and the Business Services Manager 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.

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 2022.