Digital futures Terms of reference

1. Background

1.1 For several years, Electricity North West (ENWL) has operated a number of stakeholder advisory panels and forums which have contributed scrutiny of ENWL’s business plan commitments and provided input into the development of its business plan for the period 2023-2028 (known as “RIIO-ED2”). In addition, ENWL also received scrutiny and challenge throughout the development of its RIIO-ED2 business plan from its independent Customer Engagement Group (CEG) which was established to ensure that the final plan reflected the needs and preferences of consumers.

1.2. To ensure that the customer voice continues to be heard over the duration of the RIIO-ED2 price control ENWL has refreshed and expanded its stakeholder advisory panel structure to provide additional assurance of customer and stakeholder engagement in decision making and to review ENWL’s performance against its business plan commitments as far as they pertain to stakeholders and customers.

1.3. The Digital Futures Advisory Panel (“the panel”) is a panel of independent experts representing a range of stakeholders, who provide advice, guidance and challenge on ENWL’s business performance.

2. Role of the Digital Futures Advisory Panel

2.1. The primary role of the panel is to bring together regional and national stakeholders to support ENWL’s understanding of its stakeholders’ needs and the digital products and services required to meet those needs, with the ultimate goal of creating benefits for consumers.

2.2. The panel will advise and challenge ENWL on how to improve and keep delivering the best service to its customers and its fulfilment of its “licence-to-operate” with the communities it serves.

3. Objectives

3.1. The panel has the following objectives:

• To ensure customer and stakeholder engagement is helping to shape ENWL’s delivery of its digitalisation and data products, services, strategies and commitments.

• To provide advance and input, helping ENWL balance the need for open and transparent data versus the need to be security aware and be protective of critical national infrastructure.

• To act as a critical friend; understanding challenges, expressing views about key issues and priorities, advising and co-creating policies and implementation approaches.

• To identify opportunities for regional and national collaboration and best-practice sharing.

• To act as an advocate for ENWL, its customers and stakeholders.

3.2. The following areas are not within the scope of the panel:

• ENWL’s compliance with its Distribution Licence and associated regulatory obligations, including meeting the reporting requirements as determined by Ofgem or other statutory regulatory bodies.

• The panel does not have decision-making powers.

4. Membership and responsibilities

4.1. The panel will be led by an independent Chair, initially appointed by ENWL. Any changes to the Chair are at the discretion of ENWL.

4.2. The Chair will represent the panel on ENWL’s Independent Oversight Group, to fulfil the IOG’s terms of reference.

4.3. Members of the panel will be appointed by ENWL, working with the Chair, to ensure a wide range of regional and subject-matter expertise. Briefings will be provided as necessary by the Chair and ENWL.

4.4. Members of the panel will need to meet the following criteria:

• Have an expertise in a subject area which can contribute towards the objectives of the panel.

• Be able to comment knowledgeably on ENWL’s activities and priorities.

• Be able to commit to attend a minimum of two meetings annually.

Additional meetings and sub-groups may be required and will be discussed in advance with panel members.

4.5. Panel members are selected according to their expertise and experience and must act in an independent capacity.

4.6. Panel members are responsible for undertaking appropriate preparation for each meeting including reading all the supporting information.

5. Standards of Conduct

5.1. The Chair and panel members will observe the highest standards of integrity and independence and comply with the principles established by the committee on standards in public life (Nolan Principles).

5.2. The work of the panel will be conducted in as transparent a manner as possible, without compromising either individual rights or ENWL’s commercially confidential information.

5.3. All members must declare any conflicts of interest that may be relevant to their role as a member of the panel.

5.4. Panel members may receive commercially sensitive data or personal data relating to named individuals in connection with their role as members. Panel members must maintain appropriate confidentiality of any commercially sensitive data, intellectual property or personal data shared by ENWL. Members of the panel must agree to keep all such information confidential and to abide by all laws, regulations and legislation in respect of such information (including the processing of any such information).

5.5. Members of the panel must agree to enter into any separate agreements with ENWL in respect of confidentiality, intellectual property and/or data protection as ENWL may reasonably require.

6. Meetings

6.1. The panel shall normally meet not less than two times each year. Additional meetings may be arranged as ENWL deems appropriate.

6.2. The quorum will be five members plus the Chair (or elected alternate).

6.3. ENWL will provide secretariat support to the panel.

6.4. The secretariat shall record the names of those present and in attendance and the agreed actions of all meetings of the panel.

6.5. The draft minutes and agreed actions of the meetings shall be circulated promptly, not later than 10 working days after the meeting, to all members of the panel.

6.6. A forward programme of indicative meeting dates and times will be agreed on at least a six-month rolling basis. The meeting agenda and any supporting material will be issued no later than 3 working days before the date of the meeting by the secretariat.

6.7. Senior ENWL leaders will attend panel meetings to ensure a direct link to the business.

6.8. Other members of the company and external stakeholders may be invited to attend for agenda items where they have relevant responsibility or knowledge.

6.9. Meetings held with third parties conducted in the capacity of Chair/Member of the panel will be recorded and notified to ENWL.

7. Secretariat

7.1. ENWL will provide secretariat resources to enable the panel to discharge its activities. This support will include:

• Developing forward work plans and meeting agendas in liaison with the Chair.

• Organising meetings including the issuing of agendas as agreed with the Chair and meeting papers.

• Producing meeting minutes and maintaining a log of agreed actions as agreed with the Chair.

• Ensuring panel information (and associated documents) on ENWL’s website is kept up to date.

8. Expenses

8.1. The Chair will be paid a day rate fee by ENWL and additionally can claim reasonable costs and expenses incurred in attending meetings or otherwise conducting IOG business, as set out in the individual contract for the provision of services agreed between ENWL and the Chair.

8.2. Any necessary expenses incurred by panel members in respect of panel business may be reimbursed on application.

9. Terms of Reference review

9.1. A formal review of the terms of reference will be completed by ENWL and the panel after twelve months, with subsequent reviews taking place every other year. Any changes will be reviewed by the panel and agreed/approved by ENWL.

9.2. Changes to the terms of reference can be proposed by a member at any time and will be incorporated into the annual review unless the Chair and/or ENWL believes the matter is urgent.

9.3. Changes to the Terms of Reference can be proposed by ENWL at any time and will be incorporated into the annual review unless the Chair and/or ENWL believes the matter is urgent.

January 2024