Corporate governance relates to the system by which companies are directed and managed. We have a strong focus on this activity because we recognise good corporate governance procedures produce better operating results. Establishing strong relationships between the board and management team, shareholders and other stakeholders is the key to good corporate governance.
We have a well-established system of corporate governance consistent with the Principles of Good Corporate Governance, published by the ASX Corporate Governance Council, and the Tasmanian Government's Government Business Governance Framework.
We are guided by the Members’ Statement of Expectations. The Statement of Expectations has been prepared by the Treasurer and the Minister for Energy (the members) following consultation with us. The Statement sets out the Tasmanian Government’s broad policy expectations and requirements.
Corporate governance influences how objectives are set and achieved, how risk is monitored and assessed and how performance is optimised.
Evaluation of the Board
A key responsibility of the Board is to ensure the business performs in accordance with the expectations of its Shareholders. In order to achieve this, it is important the Board has an understanding of the functions it must perform, and whether those functions are being performed properly. Good corporate governance (ASX Corporate Governance Principles and the Guidelines for Tasmanian Government Businesses – Assessing Board Performance (the Guidelines)) suggests implementing processes to evaluate and report on the performance of the Board, its Committees and individual directors.
Performance of our Board, its committees and the contribution of individual directors is evaluated on an annual basis.
The form of evaluation will be adjusted each year as appropriate to the circumstances, taking into consideration the Guidelines. Annual evaluation may take the form of a detailed questionnaire provided to directors, inviting a response and comment on a number of areas relevant to the Board, Committees and individual directors, as applicable, including:
Understanding and discharging director role and accountabilities
Dynamics and composition of the Board or committee, as relevant – succession planning, open and honest discussions
Capability and effectiveness
Corporate governance – processes and whether meetings are effective and efficient, add value to the business
Strategic alignment – vision, purpose, objectives and plans
Contribution of individual directors and the Chair
As recommended by the Guidelines, the Board considers the merits of an external evaluation of its performance every three years, with the purpose and objectives of the external review being determined based on the requirements and circumstances of the time. The external review will usually be more comprehensive and cover each of the areas covered by the annual questionnaire but may incorporate one-to-one and full board sessions facilitated by an independent and suitably qualified external party. Annual performance evaluation of individual directors is undertaken by the Chair and their peers. The Chair's performance is similarly evaluated by the directors.
The results of the questionnaires are collated by the Company Secretary and presented to the Board or Committee as the case may be. The Board has the availability to scrutinise the process and results of Committee evaluations. Any actions resulting from the evaluations are agreed and implemented in the normal course.
The Remuneration Committee reviews the completed Board Skills Assessment matrix completed annually by directors to assist the Board Succession Planning process, also overseen by the Remuneration Committee. This review is designed to assist with deliberations regarding the Board’s diversity and effectiveness. For more information view the Remuneration Committee's Terms of Reference and Charter.
In addition, our Audit and Compliance Committee oversees and monitors our corporate reporting, audit and compliance obligations, and oversees the company’s internal control activities. For more information, view the Audit and Compliance Committee Charter.