My contribution to a board
A board overseeing physical operations in regional Australia usually has several directors who can read a balance sheet and fewer who have stood in a control room while a storm or a fire forced decisions faster than the policies anticipated. That is the gap I would try to fill. I have run operations under two very different sets of outside rules, at a generator bidding into the east-coast market and at a regulated distribution network, and I have been accountable for safety in both, including for the contractors who do much of the dangerous work.
I expect to be useful on three kinds of question. The first is whether the company's plans for its worst days are written down, funded and exercised before they are needed: emergency response, backup supply, contractor surge capacity and public communication. The second is whether safety reporting tells directors the truth, with combined employee and contractor figures, serious near misses and the precursors that never appear in an injury rate. The third is how the company treats people when an asset closes or a workforce has to change, which I have done from the inside.
I would not offer myself as a financial expert for an audit committee, and I have not chaired a listed-company committee. My board experience is as a director of a not-for-profit community trust since 2018, and as an executive presenting to board committees at three companies. I would expect to join a safety or risk committee as a member and to chair one only after a full year, and only if the board wanted it.
Judgement in practice
01Putting contractor injuries into the headline safety figure
When I became chief operating officer, Wyndarra's safety and network risk committee received an employee injury frequency of 5.2 per million hours on its first page and contractor figures in an appendix. Combined, the rate was 8.6, and contractors carried most of the serious injuries. I proposed that the committee see one combined figure, with employees and contractors shown separately beneath it, knowing the headline would worsen by two-thirds overnight. The committee chair, Helena Strathdee, asked whether we were changing the measure so that later improvement would look larger. I gave her three years of the old and new figures side by side so she could judge for herself. The committee adopted the combined measure in 2022, and it has since fallen to 4.1. As a director I would ask early which workers a company's safety figures leave out.
02Advising a board to hold a closure date when prices rose
In 2017 Telmora's trading team proposed keeping two Bellcarrick units open for an extra year because wholesale prices had risen sharply. I told the board's health, safety and environment committee that an extension would break plans that 412 employees had made around the announced date, and that maintenance had been scaled to that date, which would leave the units less reliable and less safe to run. The board held the date. The lesson I took is that a board's best protection against short-term pressure is a written commitment whose costs it accepted in advance, and that a director should ask management to set out exactly what a reversal would undo.
03Deferring a training grant that had no employer at the end
As a director of the Bellcarrick Futures Trust, in 2021 I argued against a A$240,000 grant for a renewable-energy technician course proposed by a training provider. The course was well designed, but no employer in the district had committed to hiring its graduates, and our earlier grants showed that courses without an employer partner placed fewer than a third of participants in work. The board deferred the grant until the provider brought a wind-farm operator into the course design. The revised course placed 14 of its 18 graduates. On a board I try to ask what will happen to the people a decision is meant to help, not only whether the decision is well intentioned.
My first year on a board
I would spend my first months below the boardroom. Before my first committee meeting I would ask to visit two operating sites without the chief executive present, read the past two years of serious-incident investigations in full rather than in summary, and meet the person who runs the control room or operations centre on the night shift. I would also read the company's emergency plans and ask when each one was last exercised, and what the exercise found.
At the board table, my first year would be about learning the business's economics and its regulators, which will differ from mine. I would ask questions rather than propose changes, unless I saw a safety risk that could not wait. I would want to see one complete annual cycle of the safety or risk committee before forming views about its agenda.
At the end of the year I would ask the chair two things: whether my questions had helped the board, and whether my background in electricity had narrowed my view of a different industry. I would expect plain answers and would act on them.
Conflicts and their management
Wyndarra is a state-owned corporation, and my obligations to it come first. Any directorship would need the approval of our chief executive and our board, and I would record it in our register of interests. I would not join the board of a company that trades in the electricity market, that supplies Wyndarra with equipment or with vegetation, civil or inspection services, that connects large loads or generators to our network, or that takes positions before the AER that could put me on both sides of an argument.
Some conflicts are less obvious. A water utility inside our network area relies on our fire-day backup arrangements, which is why I would consider only utilities outside it. A mining services company might employ contractors who also work for us. I would list every such relationship before accepting a seat and update the list each year. In a meeting I would declare an interest at the start of the relevant item and leave the room for the discussion and the decision. If declarations became frequent, I would resign the seat. I would never bring Wyndarra's confidential information, including contractor rates and incident files, into another boardroom.
My independence statement
I am a full-time executive of a state-owned electricity distributor and a director of a community trust that my former employer founded. I hold no shares in any company whose board I would consider. Whether I am independent of a particular company is for that board to judge against the standards that apply to it, including, for an ASX-listed company, the ASX Corporate Governance Council's Principles and Recommendations. I would give the board whatever information that judgement needs, and I would not call myself independent until it had been made.
Board and committee exposure
Served as a director
Bellcarrick Futures Trust
Board of directors; chair of the grants committee from 2021; member of the finance and audit committee
July 2018–present
Director of a not-for-profit trust set up at the closure of Bellcarrick Power Station to fund retraining and local enterprise in the station's district; chairs the committee that approves grants.
Presented to the Board or a committee
Wyndarra Power Networks
Board safety and network risk committee
July 2021–present
Presents the quarterly operations safety report, the annual bushfire readiness plan, the Catastrophic-day feeder list and a report after every switch-off day or major event.
Presented to the Board or a committee
Wyndarra Power Networks
Full board
2019–present
Presented the 2019–20 fire-season review and rebuilding programme as general manager, and the annual operations plan and major-event reviews as chief operating officer.
Presented to the Board or a committee
Telmora Energy Limited
Board health, safety and environment committee; full board for the closure decision
2015–2018
Presented the three closure options and the recommendation for a single fixed date, then six-monthly reports on the transition plan, and the case against extending two units in 2017.
Reported to a committee
Corrabin Generation
Board audit and risk committee
2011–2013
Reported the station risk register and the boiler-tube programme each half-year, and supported the committee's oversight of vendor due diligence before the sale.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is a register for independent directors of Indian companies under India's company law. It does not apply to the boards in Australia that I am considering, and I have not registered. I have no present plan to seek a directorship in India. In Australia, directors' duties arise under the Corporations Act 2001, and for listed companies the ASX Corporate Governance Council's Principles and Recommendations apply on an if-not-why-not basis.
- A company directors' course covering duties, financial statements and risk oversight, completed in 2022
- Board service since 2018 as a director of the Bellcarrick Futures Trust, including grants committee chair from 2021
- Briefings from Wyndarra's general counsel on the duties of directors of state-owned corporations
- An executive programme in process safety leadership, 2020
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Safety, health and environment committee, after a full year as a member · Grants or programme committee of a not-for-profit board |
|---|
| Ready to join | Safety, health and environment committee · Risk committee · People and remuneration committee where the workforce is mainly operational |
|---|
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 1
- Sectors
- Water and wastewater utilities outside Wyndarra's network area · Mining services and contracting · Regional rail, port and road operators · Regional development and training not-for-profits
- Company type
- ASX-listed mid-cap company or state-owned corporation running physical assets across regional Australia with a large field workforce and contractor base
- Company stage
- A business facing a change in operating risk: an ageing asset base, an asset closure, or growing exposure to fire, flood and heat
The seat I am pursuing
I am looking for one non-executive directorship with a company or public corporation that runs physical assets across regional Australia and relies on a large field workforce and contractors: a water and wastewater utility outside our network area, a mining services or contracting company, or a regional rail, port or road operator. I would add most on a safety, health and environment committee or a risk committee, and I could contribute to a people committee where the workforce is mainly operational. I would prefer a board facing a change in operating risk, such as an ageing asset base, an asset closure or growing exposure to fire, flood or heat, because that is where my experience is most specific. I am not interested in a seat that wants an energy executive's title without a committee role. Before taking a conversation further I would want to hear from the chair what the board currently lacks, how often its emergency plans are exercised and how it receives contractor safety data.