ASX PRINCIPLES AND RECOMMENDATIONS
The ASX Corporate Governance Council (ASX CGC) has issued a guideline setting out corporate governance Principles and Recommendations. The ASX Listing Rules require listed entities to publicly report the extent to which they have followed the Principles and Recommendations within the ASX CGC guideline during each financial year reporting period.
This Corporate Governance Statement covers the 2019 financial year. This Statement is accurate and up to date as at 22 August 2019 and has been approved by the IFN Boards (refer below). The Statement is structured with reference to the third edition of the ASX CGC guideline.
Infigen complied with the Principles and Recommendations within the ASX CGC guideline during the 2019 financial year, including disclosure of relevant information, except in relation to Recommendation 2.4 regarding maintaining a majority of independent Directors on the IFN Boards. Due to the ongoing Board renewal program, there was a period within the reporting period where there were an equal number of independent and non-independent Directors on the IFN Boards, rather than a majority of independent Directors. Following the appointment of an additional independent Director on 12 December 2018, there was a majority of independent Directors on the IFN Boards (ie. at no time during the reporting period were there a majority of non-independent Directors on the IFN Boards).
STRUCTURE OF THE INFIGEN ENERGY GROUP
The Infigen Energy Group (Infigen) consists of the following entities:
· Infigen Energy Limited (IEL), a public company incorporated in Australia;
· Infigen Energy Trust (IET), a managed investment scheme registered in Australia; and
· the subsidiary entities of IEL and IET.
One share in IEL and one unit in IET have been stapled together to form a single stapled security, tradable on the Australian Securities Exchange under the ‘IFN’ code.
Infigen Energy RE Limited (IERL) is the Responsible Entity of IET.
From the initial date of listing on the Australian Securities Exchange in October 2005 until 22 November 2018, Infigen had a triple stapled structure with the shares of Infigen Energy (Bermuda) Limited (IEBL) also being stapled to the IEL and IET securities. However, IEBL was never used as an operating part of Infigen, and accordingly it was unstapled from the structure and internalised following security holder approval at the 2018 AGM. IEBL is now a subsidiary of IEL and is planned to be wound up in due course.
Infigen Corporate Structure
The following diagram represents the corporate structure of Infigen as at the end of the reporting period.
Interaction between the roles of IEL and IERL
The Boards of IEL and IERL (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 (Stapling Deed). In practice, IEL was responsible for conducting the day-to-day operations of Infigen during the year. The IFN Boards will continue to consult and exchange information when making relevant decisions in relation to Infigen.
The Stapling Deed sets out the details of the relationship between IEL, 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 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.
- ASX Principle 1: Lay solid foundations for management and oversight
- ASX Principle 2: Structure the Board to add value
- ASX Principle 3: Act ethically and responsibly
- ASX Principle 4: Safeguard integrity in financial reporting
- ASX Principle 5: Make timely and balanced disclosure
- ASX Principle 6: Respect the rights of security holders
- ASX Principle 7: Recognise and manage risk
- ASX Principle 8: Remunerate fairly and responsibly
For further detail regarding each ASX principle see the full 2019 Corporate Governance Statement.