Appointment of directors
Appointment of directors is governed by the Government Trading Enterprises Act 2023 (WA). Directors are appointed by the Minister for Energy on recommendation from the Board. However, the Minister will seek endorsement from the Cabinet before making a board appointment.
In preparing to recommend a candidate to the Minister, the Board undertakes appropriate checks in relation to matters such as relevant qualifications and experience, potential conflicting interests and Western Power’s directors’ skills matrix.
The Board has appointed three standing committees to assist it to meet its functions and duties:
- the Safety & People Committee (SPC)
- the Audit & Risk Committee (ARC) and;
- the Governance Committee (GC)
The SPC terms of reference specify that the committee must be comprised of not less than three non-executive directors, a majority of whom are independent directors. The terms of reference also specify that the SPC will be chaired by an independent director, who is not also the Board Chair. The members of the SPC are Monish Paul (Chair), Denise Goldsworthy, Elisa Fear, Kathryn Barrie and Eva Skira.
The Chief Executive Officer, Executive Manager People, General Counsel, Company Secretary, Head of Safety, Health, Environment & Training and Head of Human Resources attend SPC meetings by invitation.
The ARC terms of reference specify that the committee must be comprised of directors and any person who is not a director or members of staff of the corporation provided that there are not less than three non-executive directors, a majority of whom are independent directors;. The terms of reference also specify that the ARC will be chaired by an independent director, who is not also the Board Chair. The members of the ARC are Greg Martin, Eva Skira, Elisa Fear and Monish Paul.
The Chief Executive Officer, Chief Financial Officer, General Counsel, Company Secretary, Head of Governance, Risk & Compliance, Internal Audit Manager and representatives of the Office of the Auditor General, attend committee meetings by invitation.
The GC terms of reference specify that the comprised of all the non-executive directors on the Board and any person who is not a director or members of staff of the corporation. The terms of reference also specify that the CC will be chaired by the Board Chair and they must be an independent non-executive director. All directors, including Denise Goldsworthy, Greg Martin, Eva Skira, Elisa Fear, Kathryn Barrie and Monish Paul are members of the GC.
The General Counsel, Company Secretary and relevant Executive Managers will attend committee meetings by invitation.
The number of committee meetings held during the financial year and members’ attendance at those meetings are available in Western Power’s Annual Report.
The GTE Act provides that the Board must comprise not less than five and not more than nine directors. There are currently six non-executive directors on Western Power’s Board.
The Board considers that all the directors collectively bring the requisite range of skills, knowledge and experience necessary to govern Western Power.
The Governance Committee assists the Board Chair to review the size and composition of the Board and the mix of existing and desired competencies across its members. The overarching objective is that the Board has an appropriate blend of skills, experience, expertise and diversity that is aligned with Western Power's prevailing strategic direction.
The Board charter requires the majority of the Board will be independent directors.
The Board charter outlines the director independence standards to be considered in assessing independence, which are based on the premise that the majority of directors must be independent of management and free of any business or other relationship that could materially interfere, or could reasonably be perceived to interfere, with the exercise of the Board’s unfettered and independent judgment.
The Charter provides that the Board Chair and the Deputy Chair must be independent, non-executive directors (unless appointed by the Minister as a representative of the Western Australian State Government) and the role of the Chair and Chief Executive Officer cannot be filled by the same person.
The test of whether a business or other customer or supplier relationship is material is based on the nature of the relevant relationship and on the circumstances of the individual director. Materiality is considered from the perspective of Western Power, the persons or organisations with which the director has an association and from the perspective of the director. The Board considers that a customer or supplier is material where the amount receivable or payable, respectively, by Western Power in any 12 month period exceeds $1.5 million. This threshold is not conclusive and the Board will examine both the qualitative and quantitative nature of a director’s relationship with any particular customer or supplier when assessing director independence.
The Board regularly considers the independence of each director currently in office and has determined that the majority are free of business or other relationships that could materially interfere, or could reasonably be perceived to interfere, with the exercise of the director’s unfettered and independent judgment. For information about each director, see the director profiles.
Conflicts of interest
Directors must, on an ongoing basis, keep the Board advised of any personal or other interest that could potentially conflict with Western Power’s interests. Board members must comply with Western Power’s conflicts of interest standard and are provided with guidelines outlining the duties and obligations of directors and executive officers on their appointment.
The agenda of each Board and committee meeting includes a standing item for declarations of material personal or other interests to be made.
A director with an actual or potential conflict of interest in relation to a matter being dealt with at a Board or committee meeting must not vote on or be present at the meeting while the matter is considered, unless the Board by resolution decides that the interest should not disqualify the director.
Terms of appointment and induction training
Under the Electricity Corporations Act 2005 and the Government Trading Enterprises Act 2023, a director is appointed for a period of up to three years and is eligible for reappointment. Periods of appointment must be structured to ensure that the terms of approximately one third of directors expire each calendar year. The Minister may remove a director from office at any time.
On appointment, a director is provided with information recommended by the ASX governance principles (including information on their remuneration, duties, rights and responsibilities, the Board’s expectations regarding involvement with committee work and the requirement to disclose interests and other matters which may affect their independence). Similar information is provided to members of the senior executive team.
The Company Secretary oversees establishment and implementation of an effective induction process for new directors. The director induction process includes a discussion with the Managing Director and other senior managers, and the provision of information on key corporate and Board policies and strategic plans.
Western Power’s directors’ are inducted on Western Power’s corporate governance framework which comprises various terms of reference and codes that have been prepared in accordance with statutory requirements, corporate governance standards and best practice guidelines that are relevant to Western Power.
All directors are encouraged to undertake personal professional development to maintain the skills required to discharge their duties.
The remuneration of non-executive directors is determined by the Minister.
Details of the remuneration policy, together with details of the remuneration paid to Western Power’s directors, are set out in the remuneration section of the directors’ report included in Western Power’s Annual Report.
There are no schemes for retirement benefits, other than superannuation, provided for any non-executive director.
The Company Secretary’s qualifications and experience are set out in Western Power’s Annual Report. The Company Secretary is accountable directly to the Board, through the Board Chair, on all matters to do with the governance of the Board and is responsible for ensuring that Board procedures are complied with and that governance matters are addressed. All directors have access to the Company Secretary’s advice and services.
The Board meets as often as required to address strategic issues of Western Power’s operations. A schedule of meetings is set each year with further special meetings of the Board arranged on an as needed basis.
Details of the number of Board meetings during the financial year and directors’ attendance at these meetings are available in Western Power’s Annual Report. Proceedings at Board meetings are governed by the Act and corporate governance framework.