What is the governance structure of PowerSeraya, such as the committees for specific tasks such as setting strategy or providing organisational oversight?
The highest governance body in PowerSeraya Ltd is the Board of Directors (BOD) which provides organisational oversight on areas such as business strategy, risk management, employee compensation and company policies. The BOD has two committees to assist in the execution of its responsibilities:
• Audit Committee
– responsible for the financial reporting, internal controls and compliance issue (operations and finance)
• Human Resources and Remuneration Committee
– responsible for human resources policies and compensation matters.
The composition of the BOD as well as details of each BOD member can be found under the 'Board of Directors' Chapter of the Annual Report 2008/2009.
Is the chairman of the BOD also an executive officer in PowerSeraya and, if so, what is his function within the management?
No, the chairman of the BOD is not an executive officer of the company.
How many people in the BOD are independent and/or non-executive members?
As of 31 March 2009, the BOD consists of three members, two of whom are non-executive members. The only executive member of the BOD is the Managing Director of PowerSeraya. A non-executive director is generally considered a director who has no involvement in the day-to-day running of the company and is not employed by the company. As such, a non-executive director will usually devote part of his time to the affairs of the company as an independent adviser on matters of policy and strategy.
What mechanisms do you have for the shareholder and employees to provide recommendations or direction to the BOD?
PowerSeraya was a wholly-owned subsidiary of Temasek Holdings Ltd during most of the reporting period. PowerSeraya was divested from Temasek Holdings and became a wholly-owned subsidiary of YTL Power International Berhad on 6 March 2009. There are no minority shareholders, and PowerSeraya's sole shareholder appoints the directors on the BOD. Employees have the right to raise concerns anonymously through a whistle-blowing policy which is covered under the company's Code of Ethics. UPAGE (Union of Power and Gas Employees) represents our employees who are union members and they make up more than half of the company's staff. UPAGE and the management of the company meet on a regular basis to discuss topics relating to the welfare of the union members as well as on areas of collaboration where the union and the management can work together to achieve company goals, among other issues.
Is there any link between compensation for BOD members, senior managers, and executives and PowerSeraya's performance, including social and environmental performance?
The members of the Board of Directors are not paid director's fees on an annual basis for the roles and responsibilities they carry out. Papers covering financial, environmental and social subjects are tabled regularly at the BOD level. For dedicated attention, two committees (Audit Committee and the Human Resources and Remuneration Committee) are set up to scrutinise issues in greater detail, such as business planning and strategies; corporate governance and risk management; and human resource matters including industrial relations. The BOD appoints directors to head and be members of the two committees.
All of our employees are covered in an established and structured performance management system where bonus and salary remuneration are tied to group and individual performance targets aligned to our overall performance goals. This include social and environmental performance. On the latter, it encompasses the environmental performance of the power plant operations as well as environmental initiatives organised or supported by the organisation for employees and the community. The establishment of the Environmental Department in late FY06/07 shows our emphasis on corporate social responsibility with a focus on the environment. The bonus and increment of employees from the Environmental Department and the group heads concerned are tied to the performance of the corporate social responsibility goals which include targets for environmental and social items. Our social performance includes the various community programmes covered under the corporate social responsibility goals. These goals form part of the corporate performance targets which are tracked by the BOD on a quarterly basis.
What processes are in place for the BOD to ensure conflicts of interest are avoided?
If there is any conflict of interest, the individual BOD member who is in a position of conflict of interest will not vote on the matter. Our annual report includes annual financial statements which require directors to declare whether they have any interest in the shares or debentures of the company or its related corporations in accordance with the Singapore Financial Reporting Standards. Our tender process for the procurement of products or services include procedures that require members of the Board of Directors to declare whether they have an interest in the suppliers or service providers bidding for the tenders.
Is there a process for determining the qualifications and expertise of the BOD members guiding PowerSeraya's strategy on economic, environmental and social topics?
PowerSeraya prescribes to the standards set by the Accounting Standards Council, which took over the task from the Council on Corporate Disclosure and Governance with the enactment of the Accounting Standards Act on 1 November 2007.
In sourcing and considering the candidates for appointment as directors to the Board, his qualifications and experience will be scrutinised by our Shareholder in relation to the prevailing composition of the Board expertise and the desired profile.
What internally developed statements of mission or values, codes of conduct, and principles do you have that are relevant to economic, environmental, and social performance, and what is the status of their implementation?
Our vision is to be the leading integrated energy company based in Singapore.
Our mission statement is: "At PowerSeraya, our relentless pursuit is to maximise value for our shareholders, customers, employees and the community."
Our guiding business principles include:
• Optimal development and utilisation of resources
• Sound environmental practices
• Product/service differentiation
• Creative and vibrant workforce
Our core values are "Venture, Innovation, Best Practices, Respect, Accountability, Nurture and Teamwork" (VIBRANT for short)
Our Code of Conduct covers areas such as health and safety and fraud, which are relevant to environmental and social performance. Our Code of Ethics covers areas such as safe workplace and environment and whistle-blowing.
Each employee is given a copy of the Employee Handbook which covers the above statements of mission, vision and values. The corporate website and the intranet also communicate these corporate messages. We also have posters about them throughout the workplace.
How does the BOD oversee PowerSeraya's identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct and principles?
The BOD meets at least quarterly to be updated on the progress of the company's performance which includes economic, environmental as well as social aspects. They also provide advice and direction on issues facing PowerSeraya and how to move the company forward. From time to time, the BOD appoints external consultants and auditors to augment expertise and provide advice on specific company matters. The BOD is supported by two main committees: the Audit Committee looks into the risk management aspects of the organisation with the Risk Management Committee which provides quarterly reports to the Audit Committee; and the Human Resources and Remuneration Committee looks into HR policies as well as the Code of Conduct.
How do you evaluate the BOD's performance, particularly with respect to economic, environmental and social performance?
There are no formal processes to evaluate the performance of the BOD. However, there is the practice of re-electing and rotating BOD members for a second consecutive term which is an indirect means to evaluate members who wish to be considered for a new term.