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Study found no conflict in Higgins’ roles

Ascendant Group chairman Peter Durhager: Says board is 100 per cent behind CEO

Ascendant Group Ltd’s chairman Peter Durhager yesterday revealed that the firm had commissioned an independent investigation into whether the company’s chief executive officer had a conflict of interests in also being chairman of a US natural gas company.

Mr Durhager, through a spokeswoman, said that the study, which was conducted by former Supreme Court Justice Geoff Bell, concluded that there was no conflict of interests in Walter Higgins’ two roles.

The Ascendant chairman made the comment in response to a question from this newspaper, after concerned shareholders suggested that Mr Higgins’ role as chairman of natural gas company South Jersey Industries was a conflict, given Ascendant’s proposal to change its primary fuel to natural gas.

Mr Durhager added that the Ascendant board is 100 per cent behind Mr Higgins.

Mr Higgins himself responded to other concerns of the group of shareholders, all former Belco managers.

Ascendant’s Integrated Resource Plan (IRP) proposes a conversion to natural gas (methane) as a primary generating fuel, but he added that alternatives such as propane, butane and ethane had been explored, as well as renewables which also feature in the IRP.

He said the IRP process, mandated by law in many countries, was new to Bermuda, and stressed Belco’s plans could not be acted on before approval by the Energy Commission and consultation with the public.

“What we’re trying to do is to come up with the lowest-cost way of providing a reliable electricity supply, while also meeting policy goals, such as more use of renewables,” Mr Higgins said.

“If there are people who think we’re on the wrong path with LNG, they will have the chance to say that and to give their own input. After the public have their input, the Government will decide what is the right path for the community.”

Mr Higgins said the lack of “any other business” on the agenda did not mean shareholders at Friday’s AGM would not have a chance to speak.

“We will stay there and answer questions as long as shareholders want to ask them,” Mr Higgins said.

The reason “any other business” was not on the agenda was in the interest of shareholders not present at the meeting, he said. If a matter not on the agenda was voted upon at the AGM, then that would effectively disenfranchise proxy voters who could only vote on matters that had been listed, Mr Higgins said.

“The idea that a shareholder can raise and issue at the meeting and ask for a vote to happen is not good corporate governance and it’s not allowed by our by-laws,” the CEO added.

On directors’ remuneration, Mr Higgins said directors were compensated with a combination of cash and shares — so when Ascendant’s dividend was slashed they suffered financially along with other shareholders.

Directors had not had a remuneration increase over at least the past two years, Mr Higgins said, adding that no cut was planned.

The amount board members received was based on what comparable Bermuda companies paid, with an eye on retaining the best and brightest people possible to oversee the company, he added.

As for revealing remuneration to individual directors, Mr Higgins said: “Other companies do not divulge it, it’s not considered best practice and it’s not a requirement of a Bermuda company — so our company is not inclined to do that.”