The Board is committed to achieving the highest standards of corporate governance.
This is done through working to maintain a transparent and close working relationship with LEL’s executive and senior leadership teams and supporting these teams in the delivery of the Company’s core strategy which will benefit the Company and its employees, its shareholder, the wider community it serves and the wider society.
The Company operates through a framework which comprises of its Board of Directors, and sub-committees of the board of which there are four (4) – Audit & Risk, Remuneration & People, Heath, Safety Environment & Operations and Transition – and the Executives and Senior Leadership Teams, who all work together to ensure the Company and its Directors are able to effectively discharge their duties. The Company delivers diversity and inclusion programmes to all employees. Click here for further details.
While the Company is not subject to any specific Governance Codes, it is the intention of LEL’s and its Board to ensure the Company meets its purpose by applying governance best practices as set out in the Corporate Governance Code. The Company therefore prepares and publishes its Annual Report & Accounts on an annual basis in line with Governance best practice.
The role of the board and directors
The primary responsibilities of the Board and the Directors are clearly set out in the Schedule of Matters Reserved for the Board and the Board and Directors Terms of Reference.
From December 2020 to June 2021 the Board held monthly meetings. The Board moved to a quarterly meeting calendar as at July 2021. Quarterly board meetings will therefore be held in January, April, July and October annually.
In addition, LEL performance reports will be issued to Board members each month with a protocol in place to collate and address any Board comments and questions.
The Board currently consists of 10 Non-Executive Directors and one (1) Executive Directors (as at 1 September 2021). The Chair is considered to be independent. Click here for further details.
Division of responsibilities
Chair and Managing Director roles are separate and clearly defined.
Role descriptions are approved by the board which clearly sets out key areas of responsibilities. The Annual Report clearly identifies who is the Chair and the Managing Director.
There are currently four (4) sub-committees of the board and the primary responsibilities of each committee are set out in their Terms of Reference. The Chair of each Committee is expected to attend the Company’s annual general meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair is expected to seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.
- The Audit & Risk Committee meets four (4) times per year. The primary responsibilities of the committee includes risk management and internal controls management.
- The Remuneration & People Committee, meets at least two (2) times per year. The primary responsibilities of the committee includes carrying out the duties of the company and its subsidiaries in line with the relevant Governance Code and Shareholder Agreement as it pertains to recruitment, retention and remuneration policies.
- The Health, Safety and Operations Committee, meets at least three (3) times per year. The primary responsibilities of the committee includes the approval of the company’s policies and systems for identifying and managing health, safety, quality, environmental and operational risks and the oversight of associated implementation practice, performance and assurance.
- The Transition Committee, meets at least three (3) times per year. The primary responsibilities of the committee includes the oversight of the successful transition of LEL into the facilities being constructed by the North London Heat and Power Project (NLHPP).
Development and Training
Directors have access to Institute of Directors (IOD) training which forms part of their induction programme and ongoing training.
Information and Support
The Chair, supported by the Company Secretary, ensures that Board members receive appropriate and timely information including regular briefings on governance matters.
The Company Secretary
All Directors may seek advice from the Company Secretary and may also seek independent advice on matters in order to carry out their responsibilities, at the Company’s expense.
The Company Secretary ensures each Committee is provided with sufficient management advisory support, including independent advice as required, at the Company’s expense.
The Company Secretary responsibilities includes: Ensuring good quality information flows from Executive management to the Board and its committees; Advising the Board on legal, compliance and corporate governance matters; Facilitating inductions and ongoing training for all Directors.
The schedule of matters reserved to the Board includes the arrangement for the appointment and removal of the Company Secretary.
The Board and each Committee conducts an effectiveness evaluation annually, with an externally-facilitated performance evaluation being conducted every third year. These evaluations are conducted in accordance with the principles set out in the Code, and consider the Board skills, composition and diversity, amongst other aspects.
All Directors are subject to re-elections every three (3) years. All Directors are subject to election by shareholders at the AGM. Following a formal evaluation, the Board confirms in the Annual Report whether the contribution of each of the Directors continues to be effective and whether, in their opinion, the shareholders should be supportive of their election or re-election to the Board.
21st October 2021