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Board of Directors

The Board of Directors of the Company is appointed by the Northpower Electric Power Trust, as representatives of the shareholders. Their role is to supervise the management of the Company and its subsidiary companies. The Board establishes the Group’s objectives, strategies and overall policy framework. The Board delegates day-to-day management of the Group to the Chief Executive and monitors management’s performance.

Code of Conduct
As part of the Board’s commitment to the highest standards of behaviour and accountability, the Company adopts a code of conduct to guide executives, management and employees in carrying out their duties and responsibilities. The code covers such matters as:

• responsibilities to shareholders
• relations with customers and suppliers
• employment practices
• responsibilities to the community

Board Operations and Membership
The Board comprises five directors; a nonexecutive Chairman and four non-executive directors. Board members have an appropriate range of proficiencies, experience and skills to ensure compliance with all governance responsibilities.

The Board meets monthly and has additional meetings as required to address specific issues.

The primary responsibilities of the Board include:

• Ensuring preparation of the annual and half-year financial statements.
• The establishment of the long term goals of the Company and strategic plans to achieve those goals.
• The review and adoption of annual budgets for the financial performance of the Company, monitoring results on a monthly basis.
• Managing risk by ensuring that the Company has implemented adequate systems of internal controls, together with appropriate compliance monitoring.
• Working with management to create shareholder value.

Audit Committee
The Audit Committee is responsible for overseeing the financial accounting and audit activities of the Group, including reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the performance of the external auditors, reviewing the consolidated financial statements and making recommendations on financial and accounting policies. The Committee met four times during the year.

Statement of Corporate Intent
In accordance with Section 39 of the Energy Companies Act 1992, the Board submits to the Northpower Electric Power Trust a draft Statement of Corporate Intent (SCI) for the coming financial year. The SCI sets out the Company’s overall objectives, intentions and financial performance targets.

Risk Management
The Board has overall responsibility for the Group’s internal control systems. The Board has established policies and procedures that are designed to provide effective internal control. In addition, the Board reviews ways of enhancing existing risk management strategies, including the segregation of duties, the employment of suitably qualified and experienced staff, and the implementation, where considered necessary and effective, of recommendations made by the external auditors.

	Warren Moyes, Chairman BA, AM Inst D. Warren has extensive experience in the electricity industry.  He has been a director of Northpower since 1991 and Chairman since 1993. Warren has had extensive experience in corporate governance. He is a Board member of Tonga Power and on the Council of NorthTec. Agriculture is also an area of expertise. As well as owning two deer farms, Warren has previously served as a Board member of Deer Industry New Zealand for a number of years.
	David Ballard, Director BE (Hons), MBA David has been a director of Northpower since 1999 and is also Managing Director and founder of NZ Bloom Ltd since 1992. David has extensive experience in the exporting industry and has established offices in Auckland, Los Angeles and Osaka. Prior to this David was a Technologist with the NZ Dairy Board.
	John Ward, Director BE (Hons), MIPENZ John has been a director since 1998 and was previously Chief Executive of Northpower. John trained as a professional engineer in power system design, operation and management and has wide experience in the electrical supply industry.
	Nikki Davies-Colley, Director BBS, MBA AM Inst D. Mrs Davies-Colley has been a director since 1995 and is also a director of The Tree people Ltd and MP Logging Ltd. Nikki has a wealth of experience in contracting and strategic management. She manages a bull beef and forestry unit which she owns in partnership with her husband, and administers their forest management consultancy business.
	Ken Hames, Director BAg, M Inst D. Ken has been a director of Northpower since 2009. Ken has a drystock and forestry property at Paparoa and is a director/shareholder of two dairy farms.
	Mark Giglia, Director, WCE BBS Mark has been a director of West Coast Energy since May 2007. He is a Chartered Accountant with Anderson Redman Chartered Accountants, who specialise in providing taxation and business advisory services to small and medium enterprise clients. Mark has been a director of Anderson Redman since 1997.

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