The Boards of Infigen Energy Limited (IEL), Infigen Energy (Bermuda) Limited (IEBL) and Infigen Energy RE Limited (IERL), as responsible entity of the Infigen Energy Trust (IET) (the IFN Boards) are responsible for the governance and management of Infigen. The IFN Boards, in consultation and agreement, formulate and approve the strategic direction, investment objectives and goals of Infigen in accordance with the terms of the Stapling Deed of 16 September 2005. The Stapling Deed sets out the details of the relationship between IEL, IEBL, IET and IERL in respect of Infigen. The Stapling Deed provides, to the extent permitted by law, for co-operation and alignment between these entities. It is by operation of the Stapling Deed that the Boards of IEL, IEBL and IERL are together responsible for overseeing the rights and interests of security holders in Infigen, as well as being accountable to security holders for the overall corporate governance and management of Infigen. In practice, IEL is responsible for conducting the day-to-day operations of Infigen.
In relation to the role of the IFN Boards, the Board Charters state that the Boards will act honestly, fairly and diligently in all respects in accordance with applicable laws, as well as acting in the best interests of security holders. The Board Charters have been prepared and adopted on the basis that implementing good corporate governance procedures can add to the performance of Infigen, the creation of security holder value, and engender the confidence of the investment market.
The Board Charters include an outline of the responsibilities of the Boards including:
- approving and monitoring the corporate strategy, policy and direction of Infigen;
- determining Infigen’s distribution policy and evaluating and approving major capital expenditure, acquisitions, divestitures and other transactions of Infigen;
- approving all accounting policies, financial reports and material reporting by Infigen;
- considering recommendations of the Audit, Risk & Compliance Committees and appointing the external Auditor;
- reviewing the performance and effectiveness of Infigen’s corporate governance policies and procedures; and
- reviewing and evaluating the performance of each respective Board, Board Committee, and individual Director.
Specific responsibilities of Directors outlined in the Board Charters include:
- acting in accordance with the Code of Conduct and other charters and policies adopted by the Boards;
- conducting their duties at the highest level of honesty and integrity;
- observing the rule and spirit of the law and complying with any relevant ethical and technical standards;
- maintaining the confidentiality of all information acquired and not making any improper use of such information;
- observing the principles of independence, accuracy and integrity in dealings with the Board, Board committees, internal and external auditors, and management;
- disclosing to the Board any actual or perceived conflicts of interest which the Director becomes aware of and which the Director reasonably believes may compromise the reputation or performance of Infigen; and
- setting standards of honesty, fairness, integrity, diligence and competency in respect of the position of Director.
The IFN Board Charters also set out the specific powers and responsibilities of the Chairman, the Lead Independent Director and the Chief Executive Officer.
Other matters incorporated within the Board Charters include the structure of the Boards, the criteria for assessing the independence of Directors, procedures concerning related party transactions, Board meetings, Board committees, Directors seeking independent professional advice, remuneration and continuous disclosure obligations.