Hunter Water believes that establishment and adherence to good corporate governance encourages the Corporation to create value through achieving its objectives, providing accountability in actions and maintaining control of systems against any risks involved in its business.
Corporate governance describes the system by which our Corporation is directed and managed. It includes how we define and manage achievement of our objectives, how we manage relationships with our shareholders and how we communicate with our stakeholders including our customers, employees, regulators and suppliers.
Under the Hunter Water Act 1991, our Board comprises nine members including the Managing Director together with a Chairperson and seven independent Directors appointed by the Voting Shareholders of the Corporation.
All Non-Executive Directors are appointed for their expertise across a range of fields, with the Managing Director the only Non-Independent Director, appointed in accordance with our Constitution and State Owned Corporation Act 1989 upon the recommendation of the Board.
Our Board of Directors is central to our corporate governance structure. The Board oversees our policies, management and performance. It sets our strategic direction and ensures we achieve our business and regulatory commitments.
The Board receives advice from a number of different channels, one of which is the Board committees. A summary of the key role for each committee is listed here:
Audit and Risk Committee
This committee assists the Board of Directors in fulfilling its oversight responsibilities for the financial reporting process, system of internal control, risk management framework and risk profile, audit process and the Corporation's process for monitoring compliance with laws, regulations and Corporation policy.
The Internal Auditor, external auditors, Managing Director and other management are invited to attend Audit and Risk Committee meetings at the discretion of the Chair of the Committee.
In fulfilling its purpose, the committee's objectives are to:
- Review the integrity and quality of the financial information to be provided to the shareholders and the public
- Review the systems and processes that management has in place to identify and manage areas of significant risk, including financial risk
- Review the effectiveness of both the internal audit function and the Corporation's external auditors
- Oversee Hunter Water's fraud and corruption control policies and plans.
Risk management is an ongoing process essential to the vast majority of tasks performed at Hunter Water.
We have in place a system of internal controls to mitigate the risks faced by our business. The Hunter Water Audit and Risk Management Group works to a risk based internal audit plan designed to ensure that these controls operate continuously and effectively.
The Group also facilitates review and quarterly updates to the risk profile as part of the Enterprise Risk Framework. Regular reports are provided to this Committee on the results of both audits performed and Risk Profile updates.
This committee provides overall guidance and endorsement of strategies for succession planning of key management roles and endorsement of overall remuneration strategy.
Corporate Governance Committee
This committee overviews the strategic direction and business performance of the Corporation. Where appropriate and relevant in Hunter Water's circumstances, voluntary compliance is made with the principles and recommendations of the ASX Corporate Governance Council in the most recent edition of its ASX Corporate Governance Principles and Recommendations.
Capital Works Committee
This committee assists the Board by providing strategic overview of the capital works and research and development programs. This includes provision of a strategic overview of our longer term capital program and the monitoring of progress and post-completion with major items of capital works as they are undertaken.
Community, Environment and Sustainability Committee
This committee assists the Board in providing direction and monitoring of strategic plans and initiatives which may affect the sustainable use of resources and delivery of services arising from our operations in the context of its trading, social and natural environment. The committee helps to ensure we continue to maintain a proactive and strategic approach in relation to community, environment and sustainability.
Major Customers Committee
This committee provides direction on strategic and commercial parameters associated with business dealings with major customers.
Out of Session Committee
This committee has been delegated authority to exercise the powers and authority of the Board, on matters outside the normal Board meeting. All matters reviewed by this committee are subject to full Board review at its next meeting.