NTR plc is an Irish public company. Its shares are not listed on any stock exchange but may be traded via the company's stockbrokers. NTR Directors are committed to maintaining high standards of governance. NTR aims to comply with the Combined Code on Corporate Governance (June 2006) published by the Financial Reporting Council in the UK.
Board of Directors
Board of Directors
Directors are appointed to the Board through a formal process and newly appointed Directors are approved by a Nominations Committee. All new Directors offer themselves for election by shareholders at the first Annual General Meeting following their appointment. On appointment, each Director receives training, as appropriate. All Directors have access to the advice and services of the Company Secretary. The Company offers major shareholders the opportunity to meet new Non-Executive Directors. The Non-Executive Directors are appointed for specific terms. All Directors are required to stand for re-election every three years.
A procedure is in place whereby the Directors may, in furtherance of their duties, take independent professional advice, if necessary, at the Group’s expense.
The Group has a policy in place which indemnifies the Directors in respect of legal action taken against them.
At 31 March, 2014, the Board of Directors comprised three Executive and three Non-Executive Directors. With the exception of Tom Roche, the Non-Executive Directors were considered independent. Tom Roche, a Non-Executive Director, chairs the Board and Brian Kearney is the Senior Independent Director. Brian Kearney is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer.
Given the number of independent Non-Executive Directors serving in the year ended 31 March, 2014, it was not possible to populate the committees in accordance with the Combined Code. To enable them to perform their duties, all Directors have full and timely access to all relevant information. It is the opinion of the Board that, between them, the Directors have the range of skills, knowledge and experience required to lead the Company. All Directors bring independent judgement to bear in respect of all matters.
The Board meets regularly throughout the year. Prior to each meeting, all Directors are supplied with a full set of management accounts together with a report from the Chief Executive outlining key aspects of the Group’s performance.
The standard terms of the letter of appointment of Non-Executive Directors can be inspected at the registered office of the Company or prior to the Annual General Meeting.
Role of the Board
Role of the Board
The board is responsible for the leadership of the Company. There is a formal schedule of matters reserved by the Board for decision. This includes the approval of:
- The financial statements
- Business/strategic plans
- Budgets and forecasts
- Capital budgets and expenditure
- Any transactions that materially impact NTR plc’s economic interests
- Board appointments and removals
- Directors’ remuneration
- The terms of reference and membership of NTR plc Board Committees
- The appointment of the auditor
The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management. The roles of Chairman and Chief Executive are not combined and there is a clear division of responsibilities between them, which is set out in writing and has been approved by the Board. The Chief Executive is accountable to the Board for all authority delegated to executive management.
The Board has also delegated some of its responsibilities to Committees of the Board.
The Board delegates certain responsibilities to Board committees and has established an Audit Committee, Investment Advisory Committee, Nominations Committee and Remuneration Committee.
This Committee comprises the following Non-Executive Directors:- Brian Kearney (Chairman), Charlotte Valeur and Alan Walsh. The Committee has written terms of reference which deal with its authority and duties. These terms of reference include assisting the Board in fulfilling its responsibilities for ensuring:-
- Appropriate financial reporting;
- Adequate internal controls;
- Corporate governance procedures are in place;
- The effectiveness of the external audit process;
- That an appropriate relationship between the Group and the external auditor is maintained, including reviewing non-audit services and fees; and
- Recommendations are made on the appointment, re-appointment and remuneration of the Group’s external auditor.
Investment Advisory Committee
Investment Advisory Committee
The Investment Advisory Committee comprises experienced and internationally regarded non-executive advisors in renewables investments who provide advice to NTR plc executives and the NTR plc Board on potential wind project investments. The role of the Committee is to review and challenge investment proposals against agreed investment hurdle criteria and determine whether or not to recommend the investments to the NTR plc Board.
This Committee currently comprises two NTR plc Board members, Charlotte Valeur (a Director of funds and investments) and Chris Hunt (an experienced renewables private equity investor). Please see NTR plc Board section of this website for their profiles.
Two additional advisors consult on the Committee:-
Kevin Devlin, has 27 years commercial, developmental and operational experience in the energy sector. Most recently he held executive responsibility for the operations of Iberdrola Renewables in the US, covering a portfolio of over 6GW of generation assets across 20 States, and representing over US$10bn in direct investments.
Fabrizio de Candia, is a senior executive with 28 years experience in global power generation. Fabrizio was previously General Manager EPC business with Alstom Power for US and Italy, where he negotiated and constructed over €1bn in turnkey power project contracts. He has also led independent power development, investments and construction of renewable and conventional power projects across US, Europe and Asia.
This Committee comprises the following Directors:- Tom Roche (Chairman), Chris Hunt, Rosheen McGuckian and Charlotte Valeur.
The Nominations Committee advises the Board on new Board appointments. The terms of reference include responsibility for:-
- Identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise;
- Evaluating the skills, knowledge and experience of the Board;
- Performance evaluation and succession planning;
- Reviewing the composition of the Board; and
- Reviewing the leadership of the Board.
The Board engages the services of independent consultants to search for suitable candidates to serve as Non-Executive Directors.
This Committee comprises the following Non-Executive Directors:- Brian Kearney (Chairman), Tom Roche, Charlotte Valeur and Alan Walsh.