♦ How we operate
We are committed to achieving and demonstrating the highest standards of corporate governance. Our governance framework and practices are consistent with the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations.
IPL's highest governing body, the Board of Directors, is responsible for charting the direction, policies, strategies and financial objectives of the Company. The Board serves the interests of the Company and its shareholders, as well as other stakeholders including employees, creditors, customers and the community, in a manner designed to create and continue to build sustainable value.
The Board operates in accordance with the principles set out in its Board Charter, which sets out the Board’s own tasks and activities, as well as the matters it has reserved for its own consideration and decision-making. To assist the Board in meeting its responsibilities, the Board currently has the following four Committees:
• the Audit and Risk Management Committee;
• the Nominations Committee;
• the Remuneration Committee; and
• the Health, Safety, Environment and Community Committee.
Day-to-day management of Company affairs and the implementation of the corporate strategy and policy initiatives are formally delegated to the Managing Director & CEO. The Managing Director & CEO and his/her direct reports form the Executive Team. This team also has a sub-committee called the Zero Harm Council.
During 2018, responsibility for sustainability strategy and governance resided with the Executive Team, advised by the Corporate Sustainability Manager. Climate change related issues, including those relating to financial risks and opportunities, were managed by two positions which report to the Chief Financial Officer, specifically, the Corporate Sustainability Manager and the Chief Risk Officer. Both of these positions also report to the Board either directly, or through committees of the Board, such as the HSEC Committee and the Audit and Risk Management Committee.
Key systems and policies
We are committed to operating to the highest standards of ethical behaviour and honesty, with full regard for the health and safety of our employees, customers, the wider community and the environment. As part of our commitment to operating to the highest standards of ethical behaviour, we have a range of policies and systems that set ethical standards for directors, senior management and employees. These policies describe core principles designed to ensure ethical conduct is maintained in the interests of shareholders and other stakeholders.
The IPL Code of Conduct was reviewed in 2016 and sets out the Company’s global code for business conduct. It contains principles and standards of conduct which are based on the Company’s values and represents the Company’s commitment to uphold ethical business practices and meet applicable legal requirements. The Code applies to all directors, officers and employees of the Company and each subsidiary, partnership, venture and business association including agents and other contractors that are effectively controlled by the Company or act on its behalf.
|Health, Safety, Environment & Community Policy sets out our commitment to our Values of “Zero Harm for Everyone Everywhere” and “Care for the Community and our Environment”. The Policy provides that we establish and maintain health and safety management standards and systems in compliance with relevant industry standards and regulatory requirements, and that we will provide a safe and healthy working environment. The Policy also provides for us to conduct our operations in compliance with all relevant environmental licences and regulations, and to strive to be a valued corporate citizen in the communities in which we operate.
|The IPL Anti-Bribery and Improper Payments Policy prohibits the making of unlawful or improper payments to any individual or entity and outlines the processes for ensuring that appropriate controls are implemented in relation to third parties who are engaged to act on our behalf. The policy forms part of, and is supported by, the Fraud and Corruption Control framework. The Policy was updated in 2016 to reflect changes to Australian law and we conducted face-to-face training in anti-bribery, competition laws and company requirements for applicable employees during 2016 and 2017. In addition, a mandatory online Fraud & Corruption training course was implemented for all employees through IPL’s Learning and Development Platform.|
|Our Sanctions Policy outlines the expected standards of conduct relevant to the Group’s compliance with Australian and international sanctions laws when engaging in international trade. This includes engagement in appropriate due diligence in relation to third parties, transactions or activities that present a potential risk in relation to sanctions laws compliance. Face to face training was provided to all applicable employees in 2017.|
A dedicated Global Conflict of Interest for Personnel policy was developed last year (2017). The policy aims to ensure employees and full-time contractors understand the key principles regarding conflicts of interest and, in particular, are able to identify circumstances which may give rise to a conflict of interest and understand the processes to disclose and manage conflicts of interest.
|Our Group Risk Policy and risk management process ensures that risk is managed within a comprehensive risk management process which is consistent with the Australian/New Zealand Standard for Risk Management (AS/NZS ISO 31000:2009). A key element of this risk management process is the Board’s assessment of risk, which is based on the level of risk we are prepared to sustain in achieving the corporate objective of delivering value to shareholders. Risks are identified, analysed and prioritised using common methodologies and risk controls are designed and implemented having regard to the overall corporate strategy. To help ensure quality and consistency in the identification, assessment, documentation, management and reporting of risk, a complete risk management document suite is available to all employees via the company’s intranet. The document suite is further supported by comprehensive training programs that are tailored to specific employees’ needs and delivered via on-line media and face to face workshops.|
|Our Sustainable Communities Policy includes our commitment to listen to and work with the community, strive to be a valued corporate citizen in the communities where we operate; and respect our neighbours, their values and cultural heritage and be considerate to them in carrying out our operations. At IPL, we are committed to being an inclusive and accessible organisation through the development of a culture that embraces diversity. Our employees range in age and gender and come from many different cultures, traditions and lifestyles. The diversity of our people contributes to making our company a great place to work. IPL benefits from this variety of perspectives and ideas, experience and capabilities, all of which lead to a greater opportunity for innovation and a better workplace.|
|Diversity at IPL is lead by the Executive Team, championed by our Managing Director & CEO, and supported by the Company's Human Resources function. Our Board of Directors maintains oversight of the Diversity Policy and the implementation of the Diversity Strategy. Read about our Diversity objectives and goals on pages 3-4 of the 2018 IPL Corporate Governance Statement.
|During 2018 our Whistleblower Protection Policy was reviewed for consistency with the Australian Standard AS 8004. The Whistleblower process is standardised globally and ensures that all staff can confidentially report improper, unethical or illegal conduct and raise concerns regarding actual or suspected contraventions of ethical or legal standards, without fear of victimisation, reprisal or harassment. To better facilitate the ability for staff to raise concerns in a confidential and efficient manner, the Whistleblower process was standardised globally in 2015. “The Network” is an externally managed, worldwide service that is multi-lingual, confidential and designed to efficiently facilitate the resolution of business conduct queries and/or issues that staff feel they are unable to raise and resolve locally. “The Network” is able to take calls in all our major operating languages, being English, French, Spanish, Chinese, Turkish and Bahasa and provides our staff with multiple lines of communication and the opportunity to provide further information, or respond to requests for further information, whilst remaining anonymous.|