Corporate governance

Synergy is committed to a high level of corporate governance and promoting a culture of spirit, integrity, being enterprising and having quality relationships. Synergy must comply with the Electricity Corporations Act 2005 (WA) (the 'Act') and other state and commonwealth laws.

As a government trading enterprise, Synergy is not listed on the Australian Securities Exchange ('ASX'), but seeks to comply, to the extent applicable and not inconsistent with the requirements of the Act, with the ASX Corporate Governance Principles.

The ASX Principles require the board to consider the development and adoption of appropriate governance policies and practices founded on the ASX Principles. The Board of Directors is the governing body, appointed by the Minister for Energy and our chief executive officer has overall responsibility for Synergy's day-to-day operations.

The Board

As a statutory corporation, the respective duties and responsibilities of Synergy’s board and executive officers are substantially set out in the Act.  The board of directors is Synergy’s governing body and responsible to the Minister for Energy (the Minister) for its performance.  Subject to the Act the board has the authority to perform the functions, determine policies and control Synergy’s affairs.   Its central role is to set Synergy’s strategic direction and to oversee its management and commercial activities.

Synergy has a board charter detailing its role, powers, duties and functions. In addition to matters required by law to be approved by the board, the following matters are reserved to the board:

• appointing the chief executive officer - subject to the Minister’s concurrence – and overseeing appointments of the chief executive officer's direct reports
• providing strategic direction, approving policies and reviewing major decisions, including capital expenditure proposals
• approving budgets and monitoring senior executives’ and financial performance
• overseeing compliance with internal processes and regulatory requirements and
• assessing board performance to ensure the board’s effectiveness.

Responsibility for the management of Synergy’s day-to-day operations is delegated to the chief executive officer, who is accountable to the board.

Board Composition

Synergy currently has four non-executive directors. You can read more about individual directors here.

In accordance with the Act, the board must comprise not less than four and not more than six directors appointed by the Governor of Western Australia on the nomination of the Minister. In making nominations, the Minister is required to consult with the board. Where a vacancy occurs in the membership of the board, it may recommend a new candidate to the Minister.

The board considers all of the non-executive directors collectively bring the range of skills, knowledge and experience necessary to direct Synergy.

Director's Independence

The structure and composition of the board is prescribed by the Act. The independence of directors is, therefore, not a matter entirely in control of the board. However, the board charter provides that in nominating candidate directors to the Minister, the board will have regard to the independence of prospective directors.

The board charter further outlines the criteria to be considered in assessing director independence which are based on the premise that a director 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 director’s unfettered and independent judgment.

None of the non-executive directors is considered to have a business, or other, relationship that could materially interfere, or could reasonably be perceived to interfere, with the exercise of the director’s unfettered and independent judgment.

Board Committees

Synergy operates a Human Resources and Remuneration Committee, an Audit and Legal Compliance Committee and a Nominations Committee consisting of the following directors:

• Human Resources and Remuneration Committee members – Margaret Seares (Chair), Michael Smith, and Caryle Demarte.
• Audit and Legal Compliance Committee members – Eric Hooper (Chair), Michael Smith and Caryle Demarte.
• Nominations Committee – Michael Smith (Chair) and Eric Hooper.

The chief executive officer is not a member of, but has a standing invitation to the Human Resources and Remuneration Committee and the Audit and Legal Compliance Committee.

Human Resources and Remuneration Committee

The purpose of the Committee is to assist the Board to fulfil its corporate governance oversight responsibilities in relation to:

• the remuneration and other terms and conditions of service of Synergy staff pursuant to Section 18(2) of the Act;
• quality assurance relating to the integrity and probity of Synergy’s remuneration policies and practices;
• quality assurance relating to occupational health & safety policies and programs;
• succession planning and nomination of directors and the chief executive officer in accordance with Section 8(5) and Section 14(2)(a) of the Act; and
• review the performance of the Board and its Committees and the chief executive officer.

For further information refer to the HRRC charter.

Audit and Legal Compliance Committee

The primary function of the Committee is to assist the Board in fulfilling its fiduciary duties and corporate governance and oversight responsibilities.  The Committee will achieve this role by overseeing:

• the adequacy of the financial reporting, principles and policies, internal controls and procedures;
• the integrity and quality of financial statements and the independent audit of those statements;
• oversight of Synergy’s business transformation program;
• compliance with the relevant regulatory and legal requirements;
• the internal audit function; and
• the identification and management of business risks by Management.

For further information refer to the ALCC Charter.

Nomination Committee

The duties of the Committee include making recommendations to the board for:

• the size and composition of the board and board committees;
• the selection, appointment and retirement of directors;
• the necessary and desirable competencies of directors;
• board succession plans that maintain an appropriate balance of skills on the board and the periodic review of those plans;
• a process for the evaluation of the performance of the board, non-executive board members and board committees; and
• an induction programme for directors.

For further information refer to the Nominations Committee charter.