Page 24 - 16140 TLC Annual Report

This is a SEO version of 16140 TLC Annual Report. Click here to view full version

« Previous Page Table of Contents Next Page »
24
A n n u a l R e p o r t
2 0 1 2
This Governance Statement provides information on how The Lines Company Group is directed and controlled
and, in particular, the role of the Board of Directors.
Overview
Principal Activities
During the year the Company has been engaged principally in the construction and operation of an electricity
distribution network.
Ownership
The Lines Company Limited (the “Company”) is wholly owned by the two consumer trusts that represent
customers connected to the electricity network of the Company, namely the Waitomo Energy Services
Customer Trust (90%) and the King Country Electric Power Trust (10%).
Regulatory Framework
The Company came into existence on 26 March 1993. The Company is a profit oriented, limited liability
company incorporated in New Zealand and registered under the Companies Act 1993. Activities of the
electricity lines business are regulated under the terms of the Electricity Act 1992 and the Electricity Industry
Reform Act 1998. Compliance with the Commerce Act 1986 and the Electricity Industry Reform Act 1998 is
administered by the Commerce Commission.
Authority of the Board
The Board’s authority and accountability is based on the regulatory framework and the Statement of
Corporate Intent (SCI). The SCI is produced annually and sets out the Board’s strategic objectives, specific goals
and performance targets, as agreed with the shareholders. The Company reports half yearly and annually to its
shareholders.
The Board and Management of the Company are committed to ensuring that the Company adheres to best
practice governance principles.
Board Composition and Performance
Directors are elected by the shareholders, and the Chair is appointed by the shareholders. Currently all directors
are non executive members and are independent.
The Constitution of the Company contains the following mandate:
the number of Directors may not be fewer than 4 nor more than 7;
at every annual general meeting one third of the Directors shall retire from office;
a retiring Director is eligible for re-election.
The primary responsibilities of the Board include:
the approval of the annual financial report;
the establishment of the long term goals of the Company and strategic plans to achieve those goals;
succession planning for the CEO and the Board;
the review and adoption of annual budgets for the financial performance of the Company and monitoring
the results;
ensuring that the Company has implemented adequate systems of internal controls including internal
financial controls together with appropriate monitoring of compliance activities;
ensuring legislative compliance;
monitoring executive management; and
communicating with stakeholders.
Governance statement
24
A n n u a l R e p o r t
2 0 1 2