Our Governance Structures
Infigen's Corporate Governance Statement
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.
The latest 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. 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 have been a majority of independent Directors on the IFN Boards since that time. Importantly, at no time during the reporting period were there a majority of non-independent Directors on the IFN Boards.
In relation to the role of the Infigen 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 outline the responsibilities of the Infigen Boards and the specific responsibilities of Directors.
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.
The Board Charters outline 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.
The Board Charters outline specific responsibilities of Directors including:
- 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.
Audit, Risk & Compliance Committee
Infigen's Boards each have an established Audit, Risk & Compliance Committee. Each Committee has four Non-Executive Directors with a majority of these being independent. The Chairman of the Committees is independent and is not the Chairman of the Infigen Boards.
The Charter of the Audit, Risk & Compliance Committees identifies the objectives of the Committees as:
- assisting the Boards fulfil their oversight responsibilities for the financial reporting process, the system of internal control relating to the financial performance of Infigen, and the audit process;
- implementing and supervising the risk management framework; and
- specifically for the Infigen Energy Trust (IET), assisting the Board of Infigen Energy RE Limited (Responsible Entity) to discharge its responsibilities under the Compliance Plan.
The Charters outline the responsibilities of the respective Audit, Risk & Compliance Committees, including:
- overseeing the financial reporting process of the Infigen entities to ensure the financial statements reflect appropriate accounting policies, principles, and laws;
- reviewing the effectiveness of the internal controls and risk management systems established by the Infigen entities to ensure risks are appropriately identified, assessed and managed;
- in connection with the approval of the Infigen full year financial statements, reviewing the CEO and CFO’s sign-offs to the Infigen Boards in relation to the accuracy of the financial statements and the adequacy and effectiveness of the risk management and control systems established;
- reviewing the external financial auditors’ proposed audit scope and approach, as well as the results of the financial audits undertaken;
- meeting separately with the external auditor, where appropriate, in the absence of management;
- reviewing any non-audit services provided by the external auditor to ensure that these services are consistent with maintaining external audit independence; and
- specifically for IET, monitoring the compliance of the Responsible Entity with IET’s Compliance Plan and report its findings to the Responsible Entity Board.
Nomination & Remuneration Committee
The Board of Infigen Energy Limited (IEL) has established a Nomination & Remuneration Committee. This Committee has a majority of independent Committee members and the Chairman of the Committee is independent.
The Board and the Nomination & Remuneration Committee have adopted a Charter for the Committee. The duties and responsibilities of the Committee as outlined in the Charter are as follows:
Nomination & Succession
- Assess the skills required to competently discharge the Board’s obligations considering the strategic direction of Infigen Energy;
- Review potential candidates for appointment to the Board;
- Provide confirmation of the Directors to retire annually by rotation; and
- Have oversight of the Board’s annual performance evaluation process.
- Monitor and recommend the level of remuneration for Directors, as well as approve the public reporting of Director remuneration; and
- Provide advice in relation to the level of remuneration for KMP’s, as well as approve the public reporting of remuneration for KMP’s.
- At the request of the Board of Infigen Energy RE Limited (IERL), from time to time carry out similar activities for IERL as the Committee is authorised to carry out for IEL, and provide relevant advice/recommendations to the Board of IERL.
- Other matters incorporated within the Charter of the Committee include the authority of the Committee, composition of the Committee, and the meeting/procedural requirements of the Committee.
Structure of 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.
Interaction between 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 is responsible for conducting the day-to-day operations of Infigen. 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
Our Code of Conduct and Compliance Policies
Infigen is committed to being a good corporate citizen that models high standards of corporate and individual behaviour. This Code of Conduct (the Code) helps us to achieve that goal, by guiding our actions to align with Infigen’s stated values in the delivery of our stakeholder commitments.
Infigen’s principal stakeholder commitments are:
- To generate value for our security holders by producing and trading clean energy in the Australian market.
- To understand and meet the needs of our customers by providing affordable and reliable energy products and services that respond to their requirements and provide value for money.
- To provide a safe, enjoyable, rewarding and inclusive work environment for all employees.
- To foster respectful, responsive and enduring relationships with all our stakeholders.
Infigen expects all directors, employees and contractors and consultants to:
- Promote the achievement of a “Zero Harm” safety culture
- Demonstrate a high standard of performance focused on the creation of value for our security holders and managing the risks that arise in our business
- Act with honesty and integrity in all our dealings with internal and external stakeholders
- Comply fully with all relevant domestic and international laws and regulations, Infigen’s contractual obligations and Infigen’s policies and procedures
- Promptly and expeditiously report any actual or potential breaches of the law, regulation, contractual obligations or Infigen’s policies and procedures or developments that may adversely affect Infigen’s business interests, immediately
The Infigen Boards have endorsed this Code as part of Infigen’s corporate governance framework. All directors, employees, contractors and consultants of the Infigen group are required to comply fully with both the spirit and the letter of this Code, as well as applicable laws, obligations and policies.
Infigen is committed to responsible corporate governance including ensuring appropriate communication with all stakeholders.
The purpose of this policy is to:
- promote effective communication with all stakeholders associated with Infigen, including securityholders, landowners, customers, employees, analysts/brokers, contractors, product and service providers, financiers, regulators, development planning authorities, Federal and State Members of Parliament, and Local Government authorities;
- provide guidance to Directors, officers, employees, agents and other contractors of Infigen when communicating with stakeholders;
- provide stakeholders with confidence in Infigen’s communication processes; and
- protect the integrity and reputation of Infigen.
Infigen communicates extensively with market participants through a variety of channels including a calendar of regular disclosures, briefing sessions, ASX releases, the Annual General Meeting and an up-to-date website.
The Managing Director has authorised media spokespersons to address financial, operational, development and regulatory enquiries from national, state, regional and local media.
Communication with other stakeholders is conducted at a functional and/or senior manager level.
Infigen aims to sustain the quality of life and wellbeing of individuals and communities touched by its activities through:
1. Keeping an open dialogue with our communities
Our aim is to build strong relationships through transparent communication with communities during all aspects of development, construction and operations, whilst respecting the diverse cultures, views and needs of these communities.
Infigen has established efficient, non-threatening, fair and accessible mechanisms for dealing with any concerns raised by the community. These are set out in the conditions of planning approval for operating assets and in the comprehensive consultation process for development projects.
2. Fostering local relationships
Infigen aims to foster lasting relationships with non‑profit organisations by supporting local community initiatives, however Infigen does not normally sponsor any partisan political activities or religious groups.
3. Seeking to source locally
Infigen will seek to source materials and services from locally based suppliers to support the local economy, enhance community engagement, and to reduce its impact on the environment from transportation.
4. Raising awareness about renewable energy
Infigen promotes renewable energy using factual and scientific data, and advocates for regulation that delivers increased policy predictability for the renewable energy industry. Infigen is a member of the Clean Energy Council and the Australian Energy Storage Council.
5. Community Engagement Register
Infigen has developed a Community Engagement Register to monitor and track financial and other support that Infigen provides to local communities.
Making a complaint
A complaint can be reported verbally (by telephone or in person) or in writing (by letter, facsimile, email or social media channels) to an Infigen employee or Infigen’s registry services provider, Link Market Services Limited.
How can you contact Infigen to make a complaint?
Individuals can contact Infigen in one of the following ways:
Level 17, 56 Pitt Street
Sydney NSW 2000
Phone: +61 8031 9900
Free (within Australia): +61 1800 917 372
Fax: +61 2 9247 6086
or by ﬁlling in our online enquiry form.
For wind farm related complaints, please email email@example.com
Wind farm related complaints can also be submitted to the Office of the National Wind Farm Commissioner by phone, email or in writing. For more information, please visit www.nwfc.gov.au.
Phone: +61 1800 656 395
National Wind Farm Commissioner
PO Box 24434
Melbourne VIC 3001
The complaints process
The complaints process of Infigen is as follows:
(a) the initial response (being the first contact made with the complainant after the complaint is received) for a written or verbal complaint should be provided to the complainant as soon as practicable, and normally within five business days;
(b) where feasible, complaints are targeted to be resolved within 30 days of being received. Any complaint not resolved within 30 days of being received should be referred to the relevant member of senior management;
(c) once resolution of a complaint has been determined, the complainant should be advised of the decision made in relation to the complaint and any further remedies (e.g. referral of asset related matters to the National Wind Farm Commissioner for facilitation/conciliation) available to the complainant if they are not satisfied with the outcome.
Infigen Energy Trust
In respect of the managed investment scheme, Infigen Energy Trust (IET):
(a) if a complaint cannot be resolved within 45 days or the complainant is dissatisfied with the decision, the complainant may have the right to further complain to the external dispute resolution scheme of the Australian Financial Complaints Authority (AFCA);
(b) all complaints answered in writing will contain the following (or any updated wording advised by AFCA to Infigen from time to time) :
Infigen Energy RE Limited is a member of an independent dispute resolution scheme, managed by the Australian Financial Complaints Authority (AFCA). If you feel your complaint remains unresolved or you wish AFCA to further investigate your complaint, you can contact AFCA as detailed below:
By telephone: +61 1300 56 55 62
In writing: Australian Financial Complaints Authority – GPO Box 3, Melbourne VIC 3001
By email: firstname.lastname@example.org
If a privacy complaint is not resolved satisfactorily within 45 days of being received and there is no timely prospect of the complaint being resolved, the complainant should be made aware of the Office of the Australian Information Commissioner (OAIC) and the ability of the complainant to make a written complaint to the OAIC pursuant to section 36 (Complaints) of the Privacy Act.
Charges associated with handling complaints
Subject to any statutory requirements, complaints handling will be conducted at no charge to the complainant. A copy of Infigen’s Complaints Handling Policy will be made available to complainants on request, free of charge.
Infigen is committed to complying with its continuous disclosure obligations pursuant to the Corporations Act and the ASX Listing Rules. It is the intention of Infigen to ensure that all investors have equal and timely access to material information concerning Infigen.
The Continuous Disclosure Policy is designed to ensure that material price sensitive information arising from any part of Infigen is immediately notified to the ASX in a complete, balanced and timely manner, unless it falls within the scope of the limited exemptions contained in Listing Rule 3.1A.
Infigen Energy is committed to responsible corporate governance and has implemented a Diversity & Inclusion Policy as part of its corporate governance framework, in accordance with the ASX Corporate Governance Principles and Recommendations.
Infigen respects and values the competitive advantage of diversity and the potential benefits of its integration throughout the business, including enriching Infigen’s perspective, improving corporate performance, increasing shareholder value, and enhancing the probability of the achievement of Infigen’s objectives.
We respect those differences that people bring to the organisation that have an influence on individual identities and perspectives; including gender, ethnicity, religious or cultural background, age, sexuality, disability and family responsibilities.
We endeavour to ensure a workplace culture that encourages and promotes diversity throughout all parts of the business. Ensuring a positive workplace culture in relation to diversity will assist, attract, retain and motivate employees from the widest possible pool of available talent. Employees benefit from exchanging ideas and learning from each other in order to capture the diverse backgrounds, experiences and perspectives that each of our employees bring to the workplace.
Consistent with our organisational values and strategic goals, Infigen values and manages diversity by:
- facilitating equal employment opportunities based on relative ability, performance and potential;
- building and maintaining a safe work environment by taking action against inappropriate workplace and business behaviour, such as discrimination, victimisation, harassment and bullying;
- developing flexible work practices to meet the differing needs of employees at all levels and at different stages of their life cycle in the context of business requirements and domestic responsibilities;
- attracting and retaining a skilled and diverse workforce as an employer of choice;
- enhancing market reputation through a workforce that respects and reflects the diversity of our business partners, suppliers, clients and customers;
- making a positive contribution to the economic, social and educational well-being of the communities in which we operate;
- ensuring the decision-making process provides opportunity for a diversity of views to be considered, leading to improved teamwork, productivity and more robust outcome; and
- creating an inclusive workplace culture that is pleasant for employees to work in and conducive to good workplace relations.
Infigen will develop strategies, initiatives and programs to promote diversity, including meeting its obligations with respect to the issue of gender diversity, as required under the ASX Principles. In particular, Infigen will set measurable objectives for the strategies, initiatives and programs to achieve gender diversity.
Management will regularly seek input from all employees to help define the meaning and value of diversity as it relates to Infigen. Processes will be put in place to monitor, review and report to the IFN Boards (via the IEL Nomination and Remuneration Committee) on diversity within Infigen.
Ways in which Infigen develops and promotes diversity include a combination of:
- leadership and cultural programs;
- employee surveys and focus groups;
- employee networks;
- where possible, assist employees with flexible practices to accommodate special domestic responsibilities;
- HR policies, systems and processes especially in relation to performance management and professional development;
- sponsorships and participation in community events;
- effective internal communications and awareness campaigns; and
- establishing measurable objectives regarding gender diversity.
It is acknowledged that in order to have a properly functioning diverse workplace, discrimination, harassment, vilification and victimisation cannot and will not be tolerated by the Board or management.
The IFN Boards are responsible for establishing and monitoring Infigen’s overall Diversity & Inclusion Policy and strategy, including approving any material changes to the policy. To assist the IFN Boards, the IEL Nomination & Remuneration Committee will:
- establish and monitor implementation of the diversity strategy within Infigen;
- set measurable objectives regarding gender diversity;
- monitor progress against the diversity objectives and the continuing appropriateness of those objectives, at least annually;
- include gender diversity objectives in IFN Board recruitment, IFN Board performance evaluation and succession planning processes; and
- report to the IFN Boards in relation to the above matters.
The Chief Executive Officer is responsible to the IEL Nomination & Remuneration Committee for the implementation of the Diversity & Inclusion Policy and strategy within Infigen. The Human Resources Manager of Infigen will be responsible for keeping this policy under review and for ensuring it is updated as circumstances warrant.
Infigen is bound by the Australian Privacy Principles (Privacy Principles) contained in the Privacy Act 1988 (Cth) (Privacy Act). The Privacy Principles are designed to protect the confidentiality of information and the privacy of individuals by regulating the way personal information is managed. The Privacy Principles cover the following areas:
- Privacy Principle 1 – Open and transparent management of personal information
- Privacy Principle 2 – Anonymity and pseudonymity
- Privacy Principle 3 – Collection of solicited personal information
- Privacy Principle 4 – Dealing with unsolicited personal information
- Privacy Principle 5 – Notification of the collection of personal information
- Privacy Principle 6 – Use or disclosure of personal information
- Privacy Principle 7 – Direct marketing
- Privacy Principle 8 – Cross‑border disclosure of personal information
- Privacy Principle 9 – Adoption, use or disclosure of government related identifiers
- Privacy Principle 10 – Quality of personal information
- Privacy Principle 11 – Security of personal information
- Privacy Principle 12 – Access to personal information
- Privacy Principle 13 – Correction of personal information
Why does Infigen collect personal information?
Personal information is collected for a range of purposes reasonably necessary for Infigen’s functions and activities, including:
- to understand and meet the needs of customers and provide the products and services they require;
- to manage relationships with securityholders and other stakeholders; and
- to comply with legal and regulatory obligations.
How can you contact Infigen about privacy?
You can contact Infigen to:
- update or correct personal information;
- ask about accessing or correcting the personal information held by Infigen; or
- make a privacy related complaint.
Infigen has adopted a Risk Management Policy, consistent with leading risk management standards including International Standard ISO 31000 (based on AS/NZS 4360:2004), which clearly define responsibilities for managing risk under Infigen’s Enterprise Risk Management (ERM) framework. The ERM framework aims to facilitate the achievement of business objectives by ensuring appropriate responses to all potential risks.
Infigen’s Risk Management Policy aims to establish a sound system of identifying, analysing, evaluating, treating, monitoring and communicating risk. The Policy forms part of the ERM framework and is intended to:
- Provide a system for identifying and managing risks across the business;
- Communicate the roles of the Board and management responsible for implementing and managing the ERM framework;
- Clearly establish the risk appetite acceptable for Infigen’s business.
The Infigen Securities Trading Policy regulates the manner in which Directors of Infigen entities can trade in Infigen securities and other financial products relating to the performance of Infigen securities, such as options, warrants, contracts for differences etc. The Policy requires that Directors and employees conduct their personal investment activity in a manner that is lawful and avoids conflicts of interests between their personal interests and the interests of Infigen.
Infigen is committed to conducting its business activities with honesty, fairness and integrity and expects all employees to maintain high standards in accordance with the Code of Conduct and other policies adopted by the group.
The Whistleblower Policy complements the Code of Conduct and is designed to assist with promoting and reinforcing Infigen’s commitment to a culture of honest and ethical behaviour. Infigen is committed to investigating reported concerns in a manner which is fair and objective in accordance with the Whistleblower Policy and the Corporations Act 2001 (Cth).
The purpose of the Whistleblower Policy is to:
- encourage genuine concerns to be raised in good faith as soon as possible about misconduct, malpractice, irregularities or any other behaviour which is dishonest, corrupt, illegal or inconsistent with any of Infigen’s values or policies, without the person raising the genuine concern being subject to victimisation, harassment or discriminatory treatment; and
- provide guidance for Eligible Whistleblowers regarding how to raise any concerns and how those concerns will be investigated.
Any Eligible Whistleblowers suspecting, encountering or discovering any breach, or apparent breach, of Infigen policy, or any other conduct or behaviour that they regard in good faith as improper, unlawful or against the interests of Infigen, are expected to make a report as soon as possible to Infigen’s Whistleblower Protection Officer, to Infigen’s external and independent whistleblowing service provider, or other appropriate person in accordance with the policy.