Snowy Hydro benchmarks its approach to corporate governance against the ASX Corporate Governance Principles. In keeping with a commitment to achieve best practice in corporate governance, the Company provides the following information.
Role and Responsibility of the Board
The Board accepts its responsibility for the corporate governance of the Company. A foundation of this is the Board Charter.
Appointments to the Board
Directors are appointed to the Board at Annual General Meetings and the relevant skills and experience of the Board as a whole is considered. The Board may appoint additional Directors to fill casual vacancies provided that any such appointees hold office only until the next Annual General Meeting at which they may stand for re-appointment on a vote of the shareholders. Any such appointments must be done after consultation between the Chairman and the shareholders. In addition, at each Annual General Meeting, one third of the Directors must submit themselves for reappointment by the shareholders. The Company’s Constitution allows for up to nine Directors to be appointed to the Board.
Codes of Conduct
The Company has a Code of Conduct applicable to all employees.
Safeguarding the Integrity of Financial Reporting
The Audit and Compliance Sub-committee is one of four Board sub-committees established to assist the Board in discharging its responsibilities. The Charter of the Sub-committee is subject to annual review and with any changes to be approved by the Board. The external auditor is appointed after a competitive tender. The performance of the external auditor is reviewed annually by the Audit and Compliance Sub-committee.
The Board has established sub-committees to assist in meeting its risk management responsibilities. These include the aforementioned Audit and Compliance Subcommittee, the Portfolio Risk Subcommittee, the Safety, Operations and Environment Risk Subcommittee and the People and Culture Subcommittee respectively.
Audit and Compliance Subcommittee: provides advice to the Board on risks relating to audit, financial reporting, financial and business risk management, corporate management frameworks and certain compliance matters.
Portfolio Risk Subcommittee: provides advice to the Board on risks pertaining to the Company’s energy trading activities (including credit risk management), treasury functions, trading operations and corporate and strategic activities.
Safety, Operations and Environment Risk Sub-committee: provides advice to the Board on risks pertaining to the operations of the generation, hydraulic and communication assets of the Company, workplace health and safety and environmental practices, including water release obligations.
People and Culture Sub-committee: provides advice to the Board on risks and responsibilities in respect of the Company’s human resources. In particular, the Committee will advise the Board on the remuneration and performance measurement policy, organisational development practices, succession planning and the remuneration of the Chief Executive Officer.
Non-executive directors chair each sub-committee and the Board Chairman attends all meetings.
Executive oversight and responsibility
The Company’s risk management framework is based upon ISO31000 and relies upon an assessment of the potential likelihood and consequence of particular risk events. Responsibility for risk management within their area of responsibility is explicitly stated in each line Executive's position description. The Company has established Executive Management Committees which mirror the responsibilities of the Sub-committees outlined above.
To view Snowy Hydro Limited’s Corporate Governance Statement, including information on the Charters, please download the PDF below: