Board Charters
The Alinta Energy Boards operate in accordance with their respective Constitutions and have adopted formal Board Charters which detail the functions and responsibilities of the Boards.
In relation to the role of the Alinta Energy Boards, the Charters state that the Boards will act honestly, fairly and diligently in all respects in accordance with applicable laws, as well as acting in the best interests of securityholders and takign into account the interests of Alinta Energy staff, customers, suppliers, financiers and the communities in which its businesses operate. The Board Charters have been prepared and adopted on the basis that implementing good corporate governance procedures can add to the performance of Alinta Energy, the creation of securityholder value, and engender the confidence of the investment market.
The Board Charters specify the distinction between the role of the Board and that of management. The Boards will formulate and approve the strategic direction, investment objectives and goals of Alinta Energy Group. It is the role of management to manage the business in accordance with the strategic direction, objectives and goals set by the Boards, and it is the responsibility of the Boards to oversee the activities of management in carrying out its delegated duties.
The Board Charters include an outline of the responsibilities of the Boards including:
- developing and approving the corporate strategy, policy and direction of Alinta Energy;
- determining Alinta Energy's distribution policy;
- evaluating and approving major capital expenditure, acquisitions, divestitures and other material transactions of Alinta Energy;
- reviewing and approving Alinta Energy's financial position, accounting policies, financial reports and other material reporting by Alinta Energy;
- monitoring Alinta Energy's systems of risk management and internal compliance and control;
- considering recommendations of the Audit, Risk & Compliance Committees and appointing the external auditor;
- ensuring that appropriate corporate governance policies and procedures are in place consistent with Alinta Energy's objectives;
- monitoring compliance with continous disclosure obligations;
- appointment and removal of the Chief Executive Officer;
- evaluating the performance of the Chief Executive Officer and Direct Reports, and determining their remuneration; and
- reviewing and evaluating the performance of each respective Board, Board Committee, and individual Director.
Specific responsibilities of Directors outlined in the Board Charters include:
- acting in accordance with the Code of Conduct and other charters and policies adopted by the Boards;
- conducting their duties at the highest level of honesty and integrity;
- observing the rule and spirit of the law and complying with any relevant ethical and technical standards;
- maintaining the confidentiality of all information acquired and not making any improper use of such information;
- observing the principles of independence, accuracy and integrity in dealings with the Board, Board committees, internal and external auditors, and management;
- disclosing to the Board any actual or perceived conflicts of interest which the Director becomes aware of and which the Director reasonably believes may compromise the reputation or performance of Alinta Energy; and
- setting standards of honesty, fairness, integrity, diligence and competency in respect of the position of Director.
The Alinta Energy Board Charters also set out the specific powers and responsibilities of the Chairman and the Chief Executive Officer.
Other matters incorporated within the Board Charters include the structure of the Boards, the criteria for assessing the independence of Directors, Board meetings, Board committees, Directors seeking independent professional advice, remuneration and continuous disclosure obligations.