Elexon Board - Elexon

The seven members of the Board have a strong mix of multi-disciplinary experience and a composition that follows corporate governance best practice. The Elexon Board is ultimately accountable to BSC Parties.

The Board

Michael Gibbons CBE FEI

Elexon Board Chairperson and BSC Panel Chairperson

I was appointed as the Chair of the Elexon Board and Balancing and Settlement Code (BSC) Panel in October 2013 and reappointed for three more years in November 2016 and again in 2019. I am also Chairperson of the Credit Committee.

Clare Duffy

Industry Non-Executive Director

Clare Duffy is the Network Development and Electrification Manager for ESB Networks.

Anne Heal

Non-executive director

Anne Heal was appointed to the Elexon Board on 1 October 2017 and chairs the Remuneration Committee.

Tim Fitzpatrick

Independent Non-Executive Director

Tim is part of the founding Board and senior Non-executive Director at the recently formed agriculturally focussed Oxbury Bank Plc where he chairs both Audit committee and Remco. He is also a senior advisor to Reply Group, a digital services, technology and consultancy multi-national company.

Simon McCalla

Chief Executive Officer at Elexon

I joined the company as Chief Executive Officer on 4 April 2022.

David Titterton

Industry non-executive director

David is an industry non-executive director at Elexon. He is an engineer by background and has over 34 years’ experience in the energy industry.

Sara Vaughan

Industry non-executive director

Sara was appointed to the Elexon Board on 6 March 2019. Sara was Political & Regulatory Affairs Director at E.ON in the UK until November 2020.

Responsibilities

Main duties

The Elexon Board is responsible for:

providing leadership to Elexon
setting the company’s strategic aims, including the approval of its annual Business strategy
ensuring that the necessary financial and human resources are in place for the company to meet its objectives, including approving the company’s budget
reviewing the performance of the company’s management
the governance of the company
ensuring that Elexon’s obligations to its stakeholders, including BSC Parties, are understood and met

Responsibilities between Chair and Chief Executive

The following document details the division of responsibility, including reporting lines and key responsibilities.

Statement of division of responsibilities between the Chair and the Chief Executive

Governance documents

Elexon’s governance is overseen by the Elexon Board and we are managed on a day-to-day basis by our Executive Team. Elexon’s core governance documents are our Memorandum and Articles of Association and Section C of the BSC.

The governance of the company is also documented by the Board’s schedule of reserved matters and the division of responsibilities between the chair and the CEO. These documents describe the roles of the Board and the Executive Team respectively.

Schedule of reserved matters

Meetings

Board meetings

Our Board is scheduled to meet on ten occasions each year, and at other times where necessary. These meetings include main Board meetings, strategy meetings and committee meetings.

The Board publishes a circular every 6 months to keep Parties informed of the issues that the Board is currently focused on.

Board Circulars

Requesting meetings or votes

To request a General Meeting or a vote at an Annual BSC Meeting you should complete the necessary form and email it to Elexon’s Company Secretariat.

It can also be sent by post to The Company Secretary.

The General Meeting Request Form must be authenticated by the Authorised Signatory of the Voting Party or Voting Parties making the request.

The request must also be made by Voting Parties holding at least 5% of the Actual Voting Share.

FAQs on voting arrangements

Elexon Board committees

The four board committees are:

Audit and Risk Committee

This committee is responsible for providing assurance to the Board in relation to the integrity of the company’s financial reporting, the effectiveness of internal financial controls and overseeing the effectiveness of the company’s risk management framework.

Audit and Risk Committee Terms of Reference (Size: 178.42 KB)

Market-wide Half Hourly Settlement (MHHS) Committee

This committee is responsible for providing Board level oversight and scrutiny of the operational performance of, and support and assistance to, the MHHS Programme Implementation Manager, consistent with the business Separation Solution.

MHHS Committee Terms of Reference (Size: 122.28 KB)

Nominations Committee

This committee is responsible for overseeing the process for appointments to the Board.

Nominations Committee Terms of Reference (Size: 144.80 KB)

Remuneration committee

This committee is responsible for setting, in accordance with the remuneration policy set by the Board, the remuneration of the Company Chair the Chief Executive and the Executive Team.

Remuneration Committee Terms of Reference (Size: 178.10 KB)

Voting Share

Voting Share Register

The Actual Voting Share for your Trading Party Group or Distribution Business Group is published regularly on the website.

Votes can only be exercised by an Authorised Person or by a duly appointed Proxy.

BSCP38 on the BSC website gives further details on appointing Authorised Persons who can:

keep Elexon informed of changes to Trading Party Groups and Distribution Business Groups
request a vote at a General Meeting or an Annual BSC Meeting
exercise a vote on behalf of a Voting Party at a General Meeting or an Annual BSC Meeting
point a proxy to vote on a Voting Party’s behalf at a General Meeting or an Annual BSC Meeting.

Annex C-2 of BSC Section C: BSCCo and its Subsidiaries, sets out the rules for determining what a BSC Party’s Actual Voting Share.

Proxy Appointments

Voting Parties can appoint a proxy using the Proxy Appointment Form that is issued to you as part of the notice of a General Meeting.

Proxy Appointment Forms must be sent to Elexon’s Company Secretariat at [email protected]