Statement
Disenco Energy plc (the "Company") is committed to high standards of Corporate Governance. The Board is accountable to the Company’s shareholders for good governance in its management of the affairs of the Group.
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The Board recognise the importance to shareholders of Corporate Governance disclosure and to this end the Company has developed a set of disclosures that it feels are consistent with the Group’s size and the constitution of the Board and intends to continue to develop these disclosures as the Group grows.
The Board
The Board currently comprises the following members who are also members of the following committees of the Board:
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Director
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Role
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HR Committee
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Audit Committee
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A Caplin
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Chairman / Interim Chief Exective Officer
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G B Longpré
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Corporate & Investor Relations Director
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C Mearns
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Chief Financial Officer & Company Secretary
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J Gunn
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Non-executive director
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X
(Chairman)
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X
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S Bernstein
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Non-executive director
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X
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T MacKay
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Non-executive director
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(Chairman)
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A Dale (appointed 12th May 2008)
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Chief Operations Officer
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Balance of the Board
Mr Anthony Caplin, Chairman is currently interim Chief Executive Officer providing the company dynamic leadership and direction. Mr Alan Dale was appoined Chief Operations Officer as of 12th May 2008, directly responsible for the commercialisation of the HomePowerPlant.
The Chairman is responsible for the effective working of the Board and the Chief Executive Officer is responsible for all operational matters and the financial performance of the Group. The Board is balanced, both numerically and in experience, with the intention that no individual or small group of individuals should be able to dominate decision making. The Board has Independent Directors who act as Chairman on the Human Resources and Audit Committees. However, any of the Non-Executive Directors are available on request as a conduit of communication to the Board in the event that the Chairman and/or the Chief Executive Officer are not appropriate conduits for shareholder concerns and issues.
Matters reserved to the Board’s attention
The Board considers all matters reserved for its decision, which includes the following areas:
• Management structure and appointments
• Strategic/Policy considerations
• Material transactions
• Finance
• General governance and capital matters
In addition, the Board receives reports and recommendations from time to time on matters which it considers significant to the Group.
Committees
The Board operates through clearly identified Board committees to which it delegates certain powers. These are the Human Resources Committee and the Audit Committee. They are properly authorised under the constitution of the Company to take decisions and act on behalf of the Board within the guidelines and delegations laid down by the Board. The Board is kept fully informed of the work of these committees and each committee has access and support from the Company Secretary. Any issues requiring resolution are referred to the full Board. A summary of the operations of these Committees is set out below.
The Human Resources Committee comprises John Gunn as Chairman, Sam Burnstein and Terry MacKay. The Human Resources Committee’s role is to provide a forum for detailed discussion, examination and review of the Company’s needs and practices in the selection, evaluation and compensation of officers and employees.
The Audit Committee comprises Terry MacKay as Chairman, Dr Sam Bernstein and John Gunn. The Audit Committee’s primary role is to provide a forum for detailed discussion, examination and review of the Company’s auditing needs, financial reporting, and information systems activities and the selection, instruction, evaluation and compensation of external and internal auditors of the Company and external providers of financial and information management systems services to the Company.
The Company does not have a separate Nominations Committee as the Board as a whole carries out the process for Board appointments. The Board vets all potential new Directors, particularly Non-Executives. All new appointees undergo a review process before the Board agrees on their appointment.
A copy of the Charter for each of the Committees is included in this website and is available in the Company’s Management Information Circular, which is distributed to shareholders’ each year.
Board Meetings
The Board is supplied with a calendar of at least six scheduled Board Meetings at the start of each year, with additional meetings convened throughout the year as required.
The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.
Board Performance Appraisal
Assessment of Board performance is currently carried out on a relatively informal basis. The Board recognises the need for a more formal performance appraisal system and is making plans to introduce this in the future.
Re-election of Directors
All Directors are required to submit themselves for re-election at the Annual General Meeting of the Company.
Board Independence
The Board recognises that the shareholding and options granted to John Gunn, Tony Caplin, Terry MacKay and Dr Sam Bernstein are factors which may appear to impair their independence. However, the Board considers all the Non-Executive Directors to be independent in character and judgment. In concluding that all its Non-Executive Directors are independent the Company considered, inter- alia, the fact that all of the Non-Executive Directors are directors of other corporations and are not reliant on any shares or share options they hold in, or income they receive from Disenco Energy plc.
Internal Control & Risk Management
The Board is responsible for the Group’s system of internal control. Such a system can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable, and not absolute, assurance against material misstatement or loss. Whilst it would not be practical for the Group, given its size, to maintain a dedicated Internal Audit function these internal controls are reviewed periodically to check that they are operating as planned. In addition, the Company’s auditors review such internal controls to the extent required as part of their audit process. The results of that check are then included in the report that the auditors provide to the Audit Committee.
Relations with Shareholders
The Company values the views of shareholders and recognises their interests in the Group’s strategy and performance. Overall responsibility for ensuring that there is effective communication with investors and that the Board understands the views of major shareholders rests with the Chief Executive Officer, who makes himself available to meet shareholders for this purpose. The Chief Executive Officer is often accompanied at investor presentations by the Chairman and / or the Chief Financial Officer and / or the Corporate & Investor Relations Director.
Disenco Energy plc is committed to maintaining a good dialogue with shareholders through proactively organising meetings and presentations with fund managers, retail brokers and analysts, as well as responding to a wide range of enquiries. The Company also recognises the importance of communicating appropriately any significant company developments. Since the Company’s IPO in February 2007, the Company has set a number of technical milestones against which shareholders are able to measure progress of the business. The Company reports its performance to shareholders four times a year, in accordance with TSX requirements. The report and accounts are available on the Company’s website. All shareholders are encouraged to attend the Company's Annual General Meeting, at which the Chairman gives an account of the progress of the business over the year and provides the opportunity for shareholders to ask questions. The Board attends the meeting and is available to answer questions from shareholders present.
In all communications and events, care is taken to ensure that no price sensitive information is released and that any price sensitive information is released to all shareholders at the same time in accordance with TSX Rules.
Auditor Independence
The Company seeks to ensure the independence of its Auditors by limiting the non-audit work it requires. The Company uses a range of advisors to give specialist advice in relevant areas.
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