Annual Report 2013
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OUR TRANSFORMATION TAKES SHAPE STATUTORY ANNUAL REPORT 2013 CONTENTS Page Corporate Governance Statement 3 Infrastructure Entity Benchmarks and Disclosures 19 Financial Reports SP Australia Networks (Distribution) Ltd 25 SP Australia Networks (Transmission) Ltd 139 SP Australia Networks (Finance) Trust 235 Securityholder Information 288 Financial Calendar 291 Annual General Meeting 291 Enquiries and information 291 The information in this Annual Report is considered correct as at 31 May 2013 unless otherwise specified. 1 THIS PAGE IS LEFT INTENTIONALLY BLANK 2 CORPORATE GOVERNANCE STATEMENT SP AusNet is committed to achieving high standards of corporate governance. This Statement outlines the key aspects of SP AusNet’s corporate governance framework and main corporate governance practices for the 2012/2013 year by reference to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 2nd Edition, including the 2010 amendments (“ASX Principles and Recommendations”). Throughout the reporting period, SP AusNet followed all but four1 of the Recommendations contained in the ASX Principles and Recommendations. An explanation for each of these departures is included in this Statement. Material relating to SP AusNet’s corporate governance practices may be found in the “Corporate Governance” section of SP AusNet’s website, www.sp-ausnet.com.au. These corporate governance practices will continue to evolve in the light of the changing circumstances of SP AusNet and will be tailored to meet those circumstances. This Statement applies to all entities comprising “SP AusNet” or the “Stapled Group” as described in the Directors’ Reports. PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Board responsibilities The Board has adopted a formal Board Charter that sets out its role and responsibilities. The Board Charter may be found in the “Corporate Governance” section of SP AusNet’s website. (ASX Recommendations 1.1 and 1.3) A key role of the Board is to represent and serve the interests of securityholders by overseeing and appraising the strategies, policies and performance of SP AusNet, including the performance of the Managing Director and management. The Board seeks to protect and optimise SP AusNet’s performance and build sustainable value for securityholders in accordance with all duties and obligations imposed on it by SP AusNet’s constitutions and by law. The Board sets SP AusNet’s values and standards. It also ensures that securityholders are kept informed of SP AusNet’s performance and major developments affecting its state of affairs. The responsibilities of the Board include approving the appointment of the Managing Director, Chief Financial Officer and other senior executives, approving SP AusNet’s corporate strategy and monitoring its implementation, and reviewing and guiding systems of risk management and internal control, and ethical and legal compliance. The Board is also responsible for approving major capital expenditure, acquisitions and divestitures, and monitoring and reviewing policies and processes aimed at ensuring the integrity of financial and other reporting. To assist in the discharge of its responsibilities, the Board may delegate any of its powers to its committees, a Director, employee or other person. The Board Charter identifies matters which are specifically reserved for the Board or its committees, including the approval of dividends and distributions, corporate governance principles and policies, and the review of the provision of services by SPI Management Services. (ASX Recommendation 1.1) Management must supply the Board with information to enable it to discharge its duties effectively. Directors are entitled to request additional information, including external advice, at any time. The management function is conducted by, or under the supervision of, the Managing Director as directed by the Board. The Board approves corporate objectives for the Managing Director and, together with the Managing Director, develops his duties and responsibilities with limits to management’s authorities. The Board is responsible for reviewing the role and responsibilities of management. The Board reviews the Board Charter regularly, with a view to doing so at least every two years, or more frequently if the circumstances warrant it. 1 ASX Recommendations: 2.1 – majority independent directors on board; 2.2 – independent chairman of board; 2.4 –majority independent directors on nomination committee; 8.2 – majority independent directors on remuneration committee. 3 Performance of Executives A formal performance evaluation of the Managing Director and senior executives occurs annually through the development of performance plans linked to SP AusNet’s business plan for the year. The performance plans have key performance targets set by the Board and the Managing Director sets personal targets for key executives. Key performance targets cover such areas as safety, finance, network performance and reliability, and program delivery. The performance evaluation process for the Managing Director and senior executives takes the form of an individual assessment by the Board in the case of the Managing Director, and in the case of senior executives, by the Managing Director. Performance outcomes are linked to short-term incentives and recommendations are made to the Remuneration Committee and to the Board for approval. A formal evaluation of the Managing Director and senior executives was undertaken during the 2012/13 year in accordance with this process. (ASX Recommendations 1.2 and 1.3) Induction and Continuing Education Established induction procedures allow new Directors and key executives to participate fully and actively in informed decision-making at the earliest opportunity. The procedures are designed to allow new Directors and key executives to gain an understanding of SP AusNet’s financial, strategic, operational and risk management position, the rights, duties and responsibilities of the Directors, the roles and responsibilities of management and the roles of Board committees. In addition, each new Director is provided with a letter of appointment setting out the key terms of their appointment. Board training sessions are held periodically throughout each year. In addition, all Directors and key executives have access to, and are encouraged to participate in, continuing education to update and enhance their skills and knowledge. PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE The Board determines its size and composition, subject to the terms of SP AusNet’s constitutions. The Board Charter requires that the Board comprise Directors with a broad range of skills, expertise and experience from a diverse range of backgrounds. The Board reviews its composition regularly. SP AusNet’s constitutions provide for a minimum of four and a maximum of 14 Directors. The Board currently comprises eight Non-executive Directors, including the Chairman, and one Executive Director, being the Managing Director. As Dr George Lefroy is not seeking re-election at the 2013 Annual General Meeting, the Board is conducting a process to identify a new candidate to join the Board as an independent Director. As soon as practicable after this process is finalised, SP AusNet will announce the details of the new Director appointment. The new Director will be subject to re-election at the 2014 Annual General Meeting. Following the appointment of the new Director, the Board will comprise eight non-Executive Directors, four of whom will be independent, and one Executive Director. Information about the skills, experience, expertise and period in office of each Director who served during the 2012/13 financial year, is set out in the Directors’ Report. These details may also be found in the “About Us” section on SP AusNet’s website. (ASX Recommendation 2.6) Independence of Directors The Board has adopted the definition of independence set out in the ASX Principles and Recommendations. Having regard to this definition, the Board considers a Director to be independent if he or she is not a member of management and is free of any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the independent exercise of their judgement. The Board assesses the materiality of any given relationship that may affect independence on a case-by-case basis. Each Non-executive Director is required to regularly disclose to the Board all information that may be relevant to this assessment, including their interests in contracts and other directorships and offices held. The Directors considered by the Board to be independent are Tony Iannello, George Lefroy, Tina McMeckan and Ian Renard. During the 2012/13 year, none of the independent Directors had any interest or relationship that could, or could reasonably be perceived to, materially interfere with the independent exercise of their judgment. Jeremy Davis and Ho 4 Tian Yee are Directors of Singapore Power Limited (“SP”), the parent company of SP AusNet's majority securityholder, and therefore are not considered to be independent. (ASX Recommendation 2.6) Within the past three years, Ng Kee Choe and Eric Gwee have been Directors of SP and accordingly, are also not considered to be independent. SP AusNet has noted ASX Recommendation 2.1 that a majority of the board be independent directors, and that it has not followed this recommendation during the 2012/13 year. However, the Board believes that its current composition