Process

Ventient Energy is committed to the highest standards of corporate governance and has created a corporate governance charter to complement their legal and regulatory obligations. The primary purpose of the charter is to promote compliance (in letter and in spirit) with the good governance practices of the LSE Principles.

Through implementation of the charter, we aim to ensure that high standards are set for the business and its employees and officers, fostering a culture of performance, transparency and accountability. It is important to us that we promote a corporate culture based on ethical values and behaviours, and consistent with our objectives, strategy and business model – and that our board is connected to employees and clear about the purpose of the company, its values and its strategy.

Our corporate governance framework is described below and includes clear responsibilities for the board, its committees and delegated authority to the Executive Leadership Team (the ELT).

The Ventient board has clear terms of reference and delegates authority appropriately to committees and the ELT, while retaining responsibility for the management of the company. The company is wholly owned by a sole shareholder which, together with the board, is mindful of managing the long-term success of the company. For more information on how the board takes account of stakeholders in its deliberations, please refer to the s172 statement in our annual report and financial statements.

The board’s performance and relationship with management is reviewed annually.

We aim to maintain a healthy and transparent relationship with our stakeholders through the continuous monitoring of our stakeholder universe, their needs and interest in the business. Our stakeholder engagement plan ensures that direct communication channels are always open between Ventient and both internal and external stakeholders.

We maintain a well-functioning, balanced board, led by a chairperson elected by the board members. The board is composed of expert professionals with the necessary up-to-date experience, skills and capabilities, particularly in relation to energy, finance, M&A, and governance. Board members should receive induction on joining the board and ongoing support to discharge their duties effectively. The board should undertake a periodic appraisal of its own performance and that of each individual member, updating their skills and knowledge as required. The majority of our appointed board members qualify as non-executive and independent.

For more detail, about the relevant experience, skills and personal qualities and capabilities that each board member brings, please see the biographies included at https://www.ventientenergy.com/about-us/. Advice is taken from independent advisors when appropriate.

The Ventient board meet as often as is required by the business, but no less frequently than once a quarter. The board may establish and maintain, from time to time, subcommittees composed of board members and / or external persons to which it may delegate powers and roles as appropriate. Each subcommittee will be governed by a binding charter approved by the board. Furthermore, business is delegated appropriately to the executive management team.

Ventient currently maintains the following board committees, which meet at least once in advance of each board meeting:

1. Audit and Risk, to assist and advise the board on the integrity and effectiveness of Ventient’s financial reporting processes, accounting practices, systems of internal controls and risk identification and management, and regulatory and legal compliance;
2. Investment and Financial Development, to assist and advise the board on the application of matters of governance, strategy and policy, as set at overall level by the Board in more detail in their respective area; and
3. People, Remuneration and ESG, to assist and advise the board on the remuneration and other human resources policies, as well as the environmental, social and governance practices, of the Company.

The subcommittees have no executive power and are do not relieve the board or the Company’s executive directors of any responsibilities.

The appointment or dismissal of any member of the board is a power reserved to our shareholder. The shareholder will determine the number of board members, their remuneration and their term of office.

Being a responsible business means maintaining fair and effective business practices. We have implemented strong governance practices to ensure that our business is conducted to the highest standards of honesty and integrity while complying with all legal and regulatory requirements. Our Code of Ethics stipulates the minimum ethical standards of conduct we expect from our managers, employees, affiliates of the company as well as third party contractors providing services to the company. These standards include the following:

1. ensure the health and safety of employees, contractors and guests;
2. create and maintain a tolerant workplace free from discrimination and harassment;
3. ensure a clean, safe and healthy environment in all practices;
4. know and comply with all laws and regulations applicable to your position;
5. ensure that all business transactions are properly authorized, that the books and records of the Company are complete and accurate and that the Company provides complete and accurate disclosure to its shareholders and government authorities;
6. avoid situations in which personal interests conflict or appear to conflict with the interests of the Company;
7. protect the confidentiality of non-public information concerning the Company and its customers, contractors and shareholders;
8. not make promises, payments or authorise any gifts or anything of value on behalf of the Company, whether directly or indirectly, to government officials to obtain or retain business;
9. comply with all applicable Company policies, including those that bar personal or corporate political contributions intended to influence investment decisions by pension funds; and
10. exhibit personal behaviour, both inside and outside of the workplace, which is consistent with and reinforces a positive public image of the Company.

Through the operation of our board and subcommittees, our objective is to maintain governance structures and processes that are fit for purpose and which support good decision-making and effective management. Powers reserved to the board (or to our shareholder) and those delegated to our management team are set out in a delegation of authority document approved by the board and reviewed on an annual basis. Our chair is responsible for leading the board and has no executive responsibilities.

For additional information on how we approach the management of our business, please refer to our annual report and financial statements.

The remuneration of our board members is determined from time to time by our shareholder. Board members receive a fixed annual fee, plus re-imbursement of reasonable expenses against provision of invoices. There is no fee paid for being a member of any of the Committees.

Total compensation of the ELT is a mixture of fixed salary and variable performance-based awards. Total compensation should attract, retain and motivate the ELT. ELT total compensation is reviewed annually by the People, Remuneration and ESG committee and approved by the Board.

Our Audit and Risk committee has been established to assist and advise the board on the integrity and effectiveness of our financial reporting processes, accounting practices, systems of internal controls and risk identification and management, and regulatory and legal compliance.

For information on how we approach and manage matters relating to CSR and ESG, please refer to our annual report and financial statements.

As stated above we are wholly owned by a sole shareholder. We ensure that there is regular communication with our shareholder on all relevant matters. The chair is specifically in charge of shareholder relations, but all managers retain equal responsibility for managing the relationship.