NNB GENERATION COMPANY LTD

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1 NNB GENERATION COMPANY LTD COMPANY DOCUMENT HINKLEY POINT C MANAGEMENT PROSPECTUS 2011 Published in the United Kingdom by NNB Generation Company Limited (NNB GenCo), 90 Whitfield Street - London, W1T 4EZ. All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, including photocopying and recording, without the written permission of the copyright holder NNB GenCo, application for which should be addressed to the publisher. Such written permission must also be obtained before any part of this publication is stored in a retrieval system of any nature. Requests for copies of this document should be referred to Head of Business Architecture, NNB Generation Company Limited (NNB GenCo), 90 Whitfield Street - London, W1T 4EZ. The electronic copy is the current issue and printing renders this document uncontrolled. Controlled copy-holders will continue to receive updates as usual.

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4 MANAGING DIRECTOR S STATEMENT This for Hinkley Point C is written at a time of exciting developments in Nuclear Power in the UK. NNB Generation Company Limited was set up in 2009 to carry out the safe design, construction and operation of four EPR in the UK. While the EPR design is new to the UK, it is based on tried, tested and proven technology through over 30 years of safe and successful operation of similar designs in France. As part of the EDF Group, we are uniquely able to make full use of the vast experience gained from the design, construction and operation of these stations. This and its associated dossier will underpin the ability of NNB Generation Company Limited to hold, manage and operate to a Nuclear Site Licence, an environmental permit and other arrangements with regulators thereby fulfilling its obligation with regard to Safety, Environment, Security, Health, and Quality. NNB Generation Company Limited through its Directors and Managers, together with its shareholders EDF Energy and Centrica, understands its obligations under the Nuclear Installations Act 1965 (as amended) and Environmental Permitting (England and Wales) Regulations 2010, as well as its fundamental duties under other legislation including the Health and Safety at Work Act 1974, Environmental Protection Act 1990, Environment Act 1995, the extensive regulations made under these and other environmental, safety, health and security statute. The Directors of NNB Generation Company Limited understand and accept both their absolute obligations under the nuclear licence and environmental permitting as well their more general duty to ensure the health, safety and welfare at work of its employees and the public. This and its associated dossier set down the corporate governance, assurance and management system arrangements in place to ensure compliance with nuclear licensing and environmental permitting at Hinkley Point C. It also covers arrangements for complying with other environmental, safety, security and health requirements. In carrying out our mission, we are committed to our work being undertaken in ways that are safe and secure, transparent and environmentally responsible. Finally, the events at the Fukushima nuclear power plant in Japan remind us all of the hazards associated with nuclear power generation, my management team and I are aware of both our personal, moral and legal duties for the protection of people and the environment. We will lead by example and encourage and support behaviours to deliver a culture where safety and care for the environment underpins all we do. Humphrey Cadoux-Hudson Managing Director NNB Generation Company Limited Page 4 of 58

5 TABLE OF CONTENTS 1 INTRODUCTION References and Definitions NNB GENCO The Company NNB GenCo NNB GenCo Vision and Values Organisation of NNB GenCo The Role of the Architect Engineer and Responsible Designer Architect Engineer Responsible Designer The NNB GenCo Board Responsibilities Governance, Risk Management and Internal Control Safety Governance Operations Membership of the Board Managing Director Project Director HPC Client Construction Director EPR Architect Director Planning and External Affairs Director Finance Director Human Resources Director Non Executive Directors Company Secretary NNB GenCo Executive Responsibilities of the Executive Membership of the Executive Safety Director HPC Site Construction Director Pre-Operations Director Committees Safety, Health and Environment Committee Nuclear Safety Committee Construction Committee Operational Control Committee The Investment Committee THE UK EPR FOR HINKLEY POINT C The Hinkley Point C Site Basic EPR Description Related Permissions, Consents and Permits Funded Decommissioning Programme Third Party Nuclear Liability...31 Page 5 of 58

6 3.3.3 Generic Design Assessment Infrastructure Planning Commission Environmental Permits Overall Phasing Hinkley Point C Hold Points HPC Site Organisation MANAGEMENT SYSTEM Background Process Categories Management Processes Business Planning & Investment Governance Assurance Continuous Improvement Support Processes Documents and Records Human Resources Competence and Training External Communications Finance Information Management Properties and Facilities Health, Safety, Environment and Security Core Processes Project Management Design Procure Manufacture Construct Commission Operate Decommission Consents, Permits and Licences ORGANISATIONAL CAPABILITY Nuclear Baseline Control of Organisational Change Design Authority Organisational Learning Knowledge Management Intelligent Customer Capability FORWARD WORK PLAN CONCLUSION...52 APPENDIX A FIGURES Page 6 of 58

7 APPENDIX B NNB GENCO HEALTH, SAFETY, ENVIRONMENT AND QUALITY POLICY...58 TABLE OF FIGURES Figure 1: Corporate Structure, ownership and HPC land leases to NNB GenCo...53 Figure 2: Hinkley Point C Proposed Nuclear Licensed Site Boundary (solid red line)...54 Figure 3: Illustrative view of the Hinkley Point C site...54 Figure 4: NNB GenCo Board...55 Figure 5: NNB GenCo Executive Team...55 Figure 6: Board Committees...56 Figure 7: NNB GenCo Management System Hierarchy...56 Figure 8: NNB GenCo Process Groups...57 Page 7 of 58

8 1 INTRODUCTION 1. This (MP) has been prepared by NNB Generation Company Limited (NNB GenCo) as part of the application for a Nuclear Site Licence (NSL) and Radioactive Substances Regulation environmental permit for the installation and operation of two EPR nuclear power reactors at Hinkley Point in Somerset. NNB GenCo was incorporated as a private limited company on 17 June Its Articles of Association are dated 16th September 2009 [Section 3.1 of the NSL application dossier]. 2. The MP provides an overarching demonstration of how NNB GenCo will manage nuclear safety, radiological safety, environmental protection, industrial safety and physical security (hereafter referred to as Safety), and quality. The MP shows how the organisation and arrangements are appropriate now and will be in the future as the project progresses. In particular it will show (in conjunction with the Nuclear Baseline [Ref 1] (NB)) that: NNB GenCo is appropriately constituted as a Company, including the structure of the NNB GenCo Board of Directors and Executive Team; NNB GenCo has appropriate governance arrangements in place to ensure and assure Safety; NNB GenCo has oversight and control of its activities that may have an impact on Safety; NNB GenCo has sufficient, competent resources to be an Intelligent Customer (IC) and manage its activites; Nuclear safety related roles and posts have been identified for the baseline organisation and sufficient, competent resources will be available at the right time to fulfil those as the organisation develops; NNB GenCo will have control of design and pre-construction activities; and There is a suitable Integrated Management System (IMS) to enable the Company to operate and fulfil its mission. 3. NNB GenCo s core activities are the design, procurement, manufacturing, construction, commissioning, operation and eventual decommissioning of new nuclear power plants in the UK. NNB GenCo plans to build and operate four EPR s in the UK. There will be twin units at Hinkley Point C (HPC) in Somerset and Sizewell in Suffolk. It is intended that NNB GenCo will be the nuclear site licensee and environmental permit holder for these sites and will be supported by Electricité de France SA (EDF SA) including EDF s nuclear engineering division (Division Ingénierie Nucléaire or DIN ), in particular as Responsible Designer (RD) and Architect Engineer (AE). 4. The hazards in this pre-construction phase are largely from latent hazards (those which may appear in future phases as a result of work now) which may be introduced during the design stage or manufacturing activities and industrial hazards from site. 5. NNB GenCo has processes in place to control the design, assess it and accept it as well as having the EDF SA design processes. Safety Cases will be produced to support the design and demonstrate that the design is robust with the highest standards of nuclear safety and environmental management. 6. Industrial hazards are managed appropriately through risk assessment and proper authorisation of work. Page 8 of 58

9 7. The MP and NB consider the early activities NNB GenCo will undertake during the preconstruction phase, including the management of design and safety case development, procurement, site preparation and preliminary works. The MP and NB will be reviewed and revised to fully reflect the requirements of construction, commissioning and later for full operation. 8. NNB GenCo is committed to setting high standards in nuclear safety that deliver best practice, considering International Atomic Energy Agency (IAEA) requirements and the advice of organisations such as the World Association of Nuclear Operators (WANO) and the Institute of Nuclear Power Operators (INPO) in developing these standards. Guidance specific to a MP has been considered and this specifically includes guidance given by the Office for Nuclear Regulation (ONR) [Refs 2, 3, 4, 5, 6, 7 and 8], the Environment Agency (EA) [Ref s 9 and 10] and joint regulatory guidance [Ref 11]. 9. NNB GenCo has developed an overarching Health, Safety, Environment and Quality Policy (see Appendix B). The underpinning management arrangements reflect best practices, processes and procedures as reflected in IAEA requirements, ISO standards (e.g. ISO 9001, 14001, 18001, 27001) and guidance from the EA and Health and Safety Executive (HSE), as well as its parent EDF SA, the world s largest owner and operator of nuclear power plants. 10. NNB GenCo will ensure that excellence in Safety are at the forefront of what we do throughout the organisation. This will be achieved through: Robust standards and processes based on national and international best practice and guidance, as well as legislative compliance; Implementing those standards and processes with competent people; Control and oversight of its activities; The proactive identification and mitigation of Safety hazards; Challenging ourselves to seek opportunities to improve, and ensuring systematic robust challenge from the Independent Assessment Challenge and Oversight (IACO) and review of designs and safety documentation; Challenge from Safety Committees like the Nuclear Safety Committee (NSC) and Safety Health and Environment Committee (SHEC); Actively seeking and learning from others experience internationally, nationally and within the EDF Group to ensure feedback and experience are identified, assessed, action taken to prevent similar incidents and that experience is shared; and Ensuring a good safety culture where challenge and learning are encouraged. 11. The Independent Assessment, Challenge and Oversight (IACO) team working for the Safety Director provide the essential Independent Challenge within NNB GenCo, and communicate through the Safety Director to the Board and Executive. 12. The Board is systematically updated on Safety, challenge and feedback/experience. In this way the Board are fully informed to enable proper consideration of Safety management and help ensure conservative decision making. 13. NNB GenCo recognise that the organisation will change through Construction, Commissioning and into Operation to reflect the activities and hazards for that phase and the need to maintain a capable licensee organisation. Page 9 of 58

10 14. The overall resource requirements and manpower needs within NNB GenCo are managed through the Company s resource strategy [Ref 12] and the supporting Medium Term Plan. Maintaining a capable licensee organisation with be achieved through: Recruitment of staff commensurate with the Resourcing Strategy [Ref 12] and the use of links with EDF Energy Nuclear Generation Ltd and EDF SA to bring in technical staff into NNB GenCo; Competency Assessment and Training; Succession Planning; and Managing Change. 15. NNB GenCo have developed processes and an organisation to support the safe procurement of materials and services relating to the build of HPC. They demonstrate how NNB GenCo: Assures that materials and services delivered by the supply chain meet required standards; Correctly identify and specify work requirements and standards; Identify suitably qualified and experienced potential tenderers; Evaluate and select the right Contractor(s); Demonstrate Intelligent Customer capability; Identify and control interfaces with AE procurement processes via Interface Specifications; Identify appropriate interfaces with other NNB GenCo departments such as Design Authority and Construction; and Control procurement. 16. The Architect Engineer (AE) will support the procurement process, however NNB GenCo have control and accountability in all the steps. 17. The Company Manual [Ref 13] describes in detail the way in which the organisation is governed. It sets out the Company mission and values and summarises the principal governance arrangements approved by the NNB GenCo Board. 18. Other documents, as summarised in the Head Document [Ref 14], provide additional information and the Head Document is a route map for the application dossier. Collectively the documents in the dossier meet the requirements of the licence application process as defined in The processing of licence applications for new nuclear sites [Ref 5] and The licensing of nuclear installations [Ref 4], aimed at organisations seeking to become a UK nuclear site licensee. 19. The MP demonstrates that NNB GenCo is a competent nuclear site licensee and environmental permit holder, progressing through construction and commissioning to operation to be a world class owner and operator of nuclear power plants. Page 10 of 58

11 1.1 References and Definitions Ref Title Location Document No. 1 NNB GenCo Nuclear Baseline v2 EDRMS NNB-HRE-ASS HSE NSD Safety Assessment Principles for nuclear facilities, HSE Website clear/saps/ 3 Function and content of a safety management prospectus (HSE internal guidance T/AST/072 Issue 1). HSE Website /internalops/nsd/tech_as st_guides/tast072.htm 4 The licensing of nuclear installations HSE Website clear/notesforapplicants. pdf 5 HSE The processing of licence applications for new nuclear sites, INS/036 Issue 1. HSE Website /internalops/nsd/inspectio n/ins036.htm 6 Licensee design authority capability T/AST/079 Issue 1 HSE HSE Website /internalops/nsd/tech_as st_guides/tast079.htm 7 Procurement of nuclear safety related items or services T/AST/077 HSE HSE Website /internalops/nsd/tech_as st_guides/tast077.htm 8 Licensee use of contractors and intelligent customer capability T/AST/049 Issue 3 HSE HSE Website /internalops/nsd/tech_as st_guides/tast049.htm 9 Radioactive Substances Regulation: Management Arrangements at Nuclear Sites Version 2 Environment Agency EA Website uments/business/geho 0709BQXB-E-E.pdf 10 Radioactive Substances Regulation Environmental Principles, The Environment Agency Version 2.0 EA Website uments/business/geho 0709BQXB-E-E.pdf 11 Guidance on the Production and Use of an Integrated Guidance Note Radioactive Substances Regulation HSE and Environment Agency. EA Website uments/business/geho 0709BQWX-E- E_(2)_(2).pdf 12 Nuclear New Build (GenCo) Resourcing Strategy Issue 1, January 2010 Held by NNB GenCo HR Held on NNB GenCo system. 13 NNB GenCo Company Manual EDRMS NNB-OSL-MAN Application for a Nuclear Site Licence for Hinkley Point C - Head Document EDRMS NNB-OSL-REP Internal Challenge and Oversight Strategy EDRMS NNB-OSL-STR Terms of reference and membership of the NNB Nuclear Safety Committee. EDRMS NNB-OSL-TOR NNB GenCo Company Procedure Define, Manage and Release Key Hold Points. EDRMS NNB-OSL-PRO Page 11 of 58

12 Ref Title Location Document No. 18 NNB GenCo Management System Manual EDRMS NNB-OSL-MAN Forward Work Plan for Hinkley Point C Nuclear Site Licence Application EDRMS NNB-OSL-PLN AE AGR BAT BS CAP CNS DA DAC DCO DECC DIN EA Term / Abbreviation EDF Energy Nuclear Generation Ltd EDF SA EDRMS EPR FDP FWP GDA HPA HPB HPC HR HSE IACO IAEA IC IEC IMS INPO IPC IS ISO ITA KM KPI LWR MD MP MWh NB NDA NIA NNB GenCo Architect Engineer Advanced Gas-Cooled Reactor Best Available Technique British Standard Corrective Action Plan Civil Nuclear Security Design Authority Design Acceptance Confirmation Development Consent Order Department of Energy and Climate Change Definition Division Ingénierie Nucléaire, The engineering division of EDF SA Environment Agency From 1 July 2011, EDF Energy Nuclear Generation Limited, Company Number whose registered office is at Barnett Way, Barnwood, Gloucester, GL4 3RS, formerly known as British Energy Generation Limited (BEGL). Electricité de France Société Anonyme Electronic Document and Record Management System The Pressurised Water Reactor developed and trademarked by AREVA Funded Decommissioning Programme Forward Work Plan Generic Design Assessment Hinkley Point A Hinkley Point B Hinkley Point C Human Resource Health and Safety Executive Independent Assessment, Challenge and Oversight International Atomic Energy Agency Intelligent Customer International Electro-Technical Commission Integrated Management System Institute of Nuclear Power Operators Infrastructure Planning Commission Information System International Organisation for Standardisation Independent Technical Assessment Knowledge Management Key Performance Indicator Light Water Reactor Managing Director Mega-Watt Hour Nuclear Baseline Nuclear Decommissioning Authority Nuclear Installations Act (1965) as Amended NNB Generation Company Limited Page 12 of 58

13 Term / Abbreviation NSC NSIP NSL NSRAC OCC OHSAS ONR OPEX PCER PCSR PUK PWR QA RD RSR SHEC SHEQ SOCC SoDA SSER SZC UK WANO WENRA Definition Nuclear Safety Committee Nationally Significant Infrastructure Projects Nuclear Site Licence Nuclear Safety Review and Advisory Committee Operational Control Committee Occupational Heath and Safety Management System Office for Nuclear Regulation Operating Experience Pre-construction Environmental Report Pre-Construction Safety Report The UK EPR team within EDFSA Pressurised Water Reactor Quality Assurance Responsible Designer Radioactive Substances Regulation Safety Health and Environment Committee Safety, Health, Environment and Quality Statement of Community Consultation Statement of Design Acceptability Safety, Security and Environmental Report Sizewell C United Kingdom World Association of Nuclear Operators Western European Nuclear Regulators Association Page 13 of 58

14 2 NNB GENCO 2.1 The Company NNB GenCo 20. NNB Generation Company Limited (NNB GenCo) was incorporated on 17 June 2009 as a private limited company, NNB GenCo s company number is and its registered office is at 40 Grosvenor Place, London SW1X 7EN, with its principal office at the Qube, 90 Whitfield Street, London W1T 4EZ. 21. NNB GenCo is a wholly-owned subsidiary of NNB Holding Company Limited ( NNB Holding Company ). NNB Holding Company is a joint venture held 80% by EDF Energy Holdings Limited, and 20% by Centrica plc through its subsidiary, GB Gas Holdings Limited. 22. This corporate structure is shown in Figure NNB GenCo is structured to have sole responsibility for licensed activity related to the design, construction, commissioning, operation and eventual decommissioning of UK EPR s. NNB GenCo shall have control of all activities required to be conducted under its NSL and environmental permits as well as other safety, security, transport and environmental legislation. 24. Adequate financial resources will be made available to NNB GenCo by its shareholders to enable NNB GenCo to meet its NSL and other obligations. 25. EDF Energy Holdings Limited is the owner of the EDF Energy Nuclear Generation group of companies, which in turn own and operate 15 nuclear power reactors on 8 sites in the UK, including Hinkley Point B (HPB). The EDF SA Group of companies also operates 58 nuclear power reactors in France, with a combined capacity of approximately 63 GWe. EDF SA is the largest nuclear utility in the world. 26. EDF SA and Areva are the joint Requesting Parties for the Generic Design Assessment (GDA) for the EPR. Additionally, NNB GenCo will enter into agreements for EDF SA to serve as the RD and AE. These agreements will ensure NNB GenCo can fulfil its responsibilities as a nuclear site licensee and permit holder as an intelligent customer for those services. 27. Further details about the Company and its Parents are set out in the NNB GenCo Company Manual NNB GenCo Vision and Values 28. NNB GenCo s Vision is Leading the way in building a fleet of safe, reliable nuclear power stations without costing the earth. 29. Our Values drive our operating principles and our ambitions, and they are fundamental to the way we work. These values, which we share with the other members of the EDF Group, are: Respect for individuals; Respect for the environment; Excellent performance; Social responsibility; and Integrity. Page 14 of 58

15 30. The NNB GenCo Health, Safety, Environment and Quality Policy explains that safety and care for the environment are our overriding priorities and we are committed to achieve this through the excellence of our quality arrangements and by providing appropriate training to employees. 31. More information may be found in the NNB GenCo Company Manual Organisation of NNB GenCo 32. There are seven Executive Directors on the NNB GenCo Board, being the Chairman and Managing Director, the Project Director HPC, the EPR Architect Director, the Client Construction Director, the Director of Planning and External Affairs, the Finance Director and the Human Resources (HR) Director. Two Non-Executive Directors have been appointed and a third will be appointed prior to granting of the NSL. 33. The Safety Director and Company Secretary will attend the Board. 34. Those Executive Directors, who are not currently employed by EDF SA, will be employed by NNB GenCo prior to granting of the NSL. 35. The EPR Architect Director and the Client Construction Director are both employed by EDF SA; as Directors of NNB GenCo they, like the other Directors, will be solely focused on the HPC project and have no conflicts of interest with the mission of NNB GenCo. 36. However, to reinforce this, NNB GenCo and EDF SA will enter into a secondment agreement with the EPR Architect Director and the Client Construction Director. 37. Therefore, NNB GenCo, has in place a Board structure ready to become a Licensee and controlling mind, having a Board that is solely focused on the mission of NNB GenCo with no other conflicts from other companies within the EDF Group. 38. All other personnel below Board level will be seconded into NNB GenCo from EDF Energy plc or EDF SA. This will be via two secondment agreements; one between NNB GenCo and EDF Energy plc, and one between NNB GenCo and EDF SA. 39. The secondment agreements will ensure personnel seconded into NNB GenCo are embedded into the organisation, effectively as employees. 2.2 The Role of the Architect Engineer and Responsible Designer 40. NNB GenCo will be the nuclear site licensee and environmental permit holder for HPC. It will be supported by its parent Company, Electricité de France SA (EDF SA) including EDF SA s nuclear engineering division (Division Ingénierie Nucléaire or DIN ). 41. EDF SA will be appointed by NNB GenCo as the Architect Engineer (AE) and Responsible Designer (RD) for HPC with appropriate arrangements in place to ensure NNB GenCo has overall control and is an intelligent customer for those areas. 42. Both appointments may be covered by a single agreement up to the point where the AE role ceases wherein a specific RD agreement will be put in place. 43. The EPR Architect Director acts as the interface with the AE organisation on all aspects of the design and construction including procurement, detailed design and modifications. Page 15 of 58

16 44. NNB GenCo will have control of activities being undertaken on its behalf and be an IC for the services provided. 45. The NNB GenCo Design Authority (DA), as an IC will: Control, review and accept designs; Control design changes process; Own or have access to design and supporting documents; and Ensure knowledge is transferred from the AE and RD to NNB GenCo Architect Engineer 46. The role of the AE is to manage the production of the design, to manage the early stages of the procurement process, development of the construction schedule and management of the interfaces. The design is managed from basic design through to detailed design. It is the role of the AE to integrate each aspect of the design, by DIN department, building and system. Additionally, the AE will support NNB GenCo in project management, contract management, manufacturing and construction surveillance and in commissioning. The AE consists of the UK EPR project team (PUK) and specialist resource within EDF SA. The AE role will cease, following initial operation. 47. EDF SA will be appointed as the AE through an AE Agreement which will be put in place prior to granting of the NSL. The agreement will identify the scope of services offered by the AE, which will include: 48. Engineering : Safety Case support; Delivery of basic and detailed design and manufacturing specifications and engineering; Checking the overall consistency of the design between the various contractors and suppliers; Manufacturing surveillance and conformity assessment services; Providing feedback and experience from other nuclear projects; Support to NNB GenCo in the management of relevant contracts, including design contracts, up to formal transfer of such contracts to NNB GenCo; and Delivery of engineering documentation. 49. Procurement: Where required by NNB GenCo, undertaking and managing the procurement process up to NNB GenCo approval of the procured contract, follow-up of manufacturing / inspections; and Manufacturing/Inspection Quality Assurance (QA) support. 50. Construction: Initial Construction Schedule; and Construction/commissioning support and backup. 51. AE activities will be integrated in the overall schedule of the project. The AE will perform the project control of its own scope in an integrated manner with NNB GenCo. 52. NNB GenCo will define the services and control the delivery and schedule of those services from the AE. Interface specifications will be in place prior to the agreement Page 16 of 58

17 which describe the requirements from both EDF SA and NNB GenCo for particular aspects Responsible Designer 53. The role of the RD is to hold the detailed knowledge of the design. The RD will maintain the codes and standards, contribute to the design process at the upper levels and to ensure the validity of the detailed design at the lower levels. During operation, the RD will provide an operations and engineering support function to the Licensee. The RD is that organisation within EDF SA that holds knowledge of the EPR. The RD role will continue throughout the HPC lifecycle. 54. EDF SA will be appointed as the RD prior to NSL Granting, by a formal agreement. The scope of the RD will be for the plant and equipment within the NSL boundary, apart from those aspects which will be covered by NNB GenCo Engineering (includes roads, networks and the operational services centre). 2.3 The NNB GenCo Board Responsibilities 55. The NNB GenCo Board is responsible for the governance of the Company, setting the Company s strategic aims, providing the leadership to put these aims into effect and supervising the management of the business to ensure effective implementation of NNB GenCo s strategy. The Board is also responsible for overseeing effective safety arrangements; overseeing operational performance against company objectives; and overseeing the implementation of effective systems of governance, risk management and internal control. The Board is accountable for satisfying all the Company s statutory and regulatory requirements, specifically with respect to maintaining effective control over Safety. The Board reports to the shareholders on its stewardship of the Company. 56. Effective governance of the Company depends upon the leadership and behaviours of the NNB GenCo Board. The Board is accountable for all safety-related decisions and is responsible for all safety-significant activities. The Board ensures that safety, security and environmental issues are a part of every meeting of the Board and integral to how the Board works. The Board is supported in all safety, environmental protection, security, health and quality by the Safety Director. This ensures that all decisions taken by the Board are taken after full consideration of the implications of the decision. The Board ensures that the same culture of leadership and management is promulgated, enacted and effective throughout the Company. 57. More specifically, the NNB GenCo Board is responsible for the following: Governance, Risk Management and Internal Control 58. The NNB GenCo Board in accordance with its terms of reference has responsibility for directing the affairs of NNB GenCo, including: Setting the Company s Project Vision, Values and Strategic Performance; Establishing an organisational and corporate governance structure and regularly reviewing its effectiveness; Overseeing safety governance arrangements; Overseeing operational performance; Page 17 of 58

18 Overseeing the control of the design, construction and operation of its nuclear sites; Establishing a system of internal controls and regularly reviewing their effectiveness; Approving policies and procedures for the effective identification, assessment, management and monitoring of material risks within NNB GenCo and reviewing the Register of principal risks quarterly to ensure adequate risk management actions have been implemented; Overseeing the integrity of NNB GenCo s financial statements and compliance with all legal and regulatory requirements, approving key capital investments or divestments; and Monitoring material risks and ensuring adequate risk management actions are implemented Safety Governance 59. NNB GenCo, through its Board, has responsibility for Safety within NNB GenCo. It is responsible for Establishing and implementing effective safety, health and environmental protection policies; Establishing and overseeing an effective safety, health and environmental protection culture, specifically implementing a strong nuclear safety culture; Overseeing that sufficient competent persons and other resources are provided to execute all nuclear licensed, permitted and consented activity; Overseeing the Company s safety performance, including receiving and reviewing reports and implementing recommendations from the SHEC; Overseeing the implementation of adequate arrangements to control any change to NNB GenCo s organisational structure or resources which may affect Safety; Ensuring that Safety takes priority over commercial performance objectives; and Reviewing the effectiveness of NNB GenCo s security arrangements. 60. NNB GenCo Board and Safety Director are supported by the SHEC and NSC supplying advice, reports, information and assurance to the Board. 61. The Safety Director will have in place an independent assurance function (called the IACO team, [Ref 15]) to maintain oversight of NNB GenCo s activities and will report on Safety and overall organisational performance to the Board and its supporting committees as appropriate. 62. In the current phase of the project the Design Authority (under the Project Director HPC) has responsibility for the Independent Technical Assessment (ITA) of safety documentation Operations 63. The NNB GenCo Board has responsibility for overseeing the control of the design, construction and operation of its nuclear plants. It is responsible for: Producing a company business plan for each financial year and recommending an annual budget to the NNB Holding Company Board; Page 18 of 58

19 Informing the NNB Holding Company Technical Committee on all relevant information to allow it to assess the progress of NNB GenCo projects; Overseeing the implementation of a system of Key Performance Indicators (KPIs) that facilitate effective measurement of operational performance; Recommending key contracts to the NNB Holding Company Board; Approving key capital investment (divestment) decisions or recommending to the NNB Holding Company Board for approval as appropriate; Establishing a human resource and information systems resource management strategy; and Approving contributions to the Funded Decommissioning Programme (FDP) to meet decommissioning and other non-contracted nuclear liabilities relating to the Company s installations, and for ensuring that the contributions are paid into the FDP. 2.4 Membership of the Board 64. Figure 4 below shows the structure and membership of the Board. The NNB GenCo Board has seven Executive Directors and currently two Non Executive Directors. These are: Chairman and Managing Director (MD); Project Director HPC; Client Construction Director; EPR Architect Director; Planning and External Affairs Director; Finance Director; Human Resources Director; and Two Non-Executives Directors with in depth experience in construction, nuclear regulation and strategy. 65. NNB GenCo will appoint a third Non-Executive Director prior to granting of the NSL with experience in nuclear safety. 66. The NNB GenCo Safety Director will attend all Board Meetings to provide the MD and Board with assurance and advice on all aspects of safety. 67. The NNB GenCo Company Secretary will also attend Board meetings. 68. Responsibility for Safety performance rests with the Board and Board members. 69. Responsibilities of the individual Board Members are set out in this Section, with emphasis on the Safety responsibilities, more information may be found in the NNB GenCo Company Manual. 70. To ensure that their respective roles are being carried out efficiently and effectively, all Board members will be collectively assessed on an annual basis against a set of agreed standards and competencies relevant to their role and assessed. 71. It should be noted that a Pre-Ops Director and Sizewell C (SZC) Project Director will be appointed later. Page 19 of 58

20 72. The Board shall maintain a Risk Register that covers the principal Company risks including safety, security, environmental and quality risks. The Board regularly review the Register, including the plans to reduce or mitigate any identified risks Managing Director 73. The MD is the Chairman of the NNB GenCo Board and is a member of the Board of NNB Holding Company Limited. 74. The MD is accountable to the Board for NNB GenCo s compliance with legislation including health, safety, security and environmental legislation. 75. As Chairman, he leads the Board and represents the Company externally. A key role is ensuring that the following areas are being satisfactorily achieved and monitored: The Board has the right balance of membership to provide leadership, vision and independent challenge; The Board sets the aims, strategy and policies of the Company and monitors the achievement of those aims by a set of improvement targets and Key Performance Indicators (KPIs); The Board receives the accurate, timely, high quality and clear information it needs to be effective; and The Company is interfacing well with its stakeholders and their views are being properly considered. 76. As MD he is responsible for the overall purpose of the UK EPR Project and leads the Executive team, overseeing and monitoring the Executive and their teams to ensure that the following key issues are being satisfactorily achieved: The Company operates safely and complies with legislative and regulatory requirements; Management of the Company to ensure targets and performance standards are met or put in place effective corrective measures; There is appropriate oversight and direction to management at all levels within the organisation; A business plan and annual budget is prepared for the NNB GenCo Board to review and approve as appropriate; Suitably qualified and experienced persons and other resources are provided throughout the Company; and Appropriate internal control processes, including quality assurance arrangements, are in place to ensure high levels of Safety within the Company Project Director HPC 77. The Project Director HPC has executive responsibility of all of aspects of the design, licensing, procurement, construction and commissioning of the HPC Project (the Project. The Project Director HPC s responsibilities are primarily focused on the safe delivery of the Project, in accordance with relevant laws and regulations, consistent with required quality standards, on schedule and budget. The Project Director HPC chairs the Construction Committee and the Operational Control Committee. 78. The Project Director HPC is responsible for: Page 20 of 58

21 Management of all on and off site construction and commissioning from ground preparation through to handover of plant at the pre-operational stage to the Pre-Operations Director; Engineering and procurement for the Project; Reviewing and accepting the design of the UK EPR, the control of modifications process and the development of the safety cases; Control and inspection of all aspects of the manufacturing and construction on the Project; Providing the interface management between NNB GenCo personnel, the AE, and the activities on the HPC site; Nuclear licensing, Security and environmental permitting and assessments; Lead interface with the ONR; and Project Management to safely deliver the Project on schedule and budget. 79. The Director has responsibilities which fall into the following areas: Construction: Management of all on and off site construction and commissioning from ground preparation through to handover of plant at the pre-operational stage. Engineering and Procurement: Responsible for NNB GenCo s processes, procedures and management of the detailed engineering design during the Construction and Commissioning Phases. Engineering of minor non nuclear plant and buildings at the HPC Site and associated developments. The lifecycle management of procurement contracts for all aspects of the Project, providing the interface between the AE, NNB GenCo and the activities on the HPC Site. Project Management: Management of the delivery of the Project, including project controls, planning, scheduling, cost management and risk management. The prime focus of the Project Management team will be to safely deliver the HPC Project on schedule and budget. Nuclear & Environmental Licensing and Security: Co-ordination of the relationship with Regulators, across all functions of NNB GenCo and the GDA process, to support the construction and commissioning of the EPRs at HPC. Management of the environmental and security assessments for NNB GenCo. Delivery of the Nuclear Site Licence (NSL) and Environmental Permits and other associated consents, ensuring effective communication with Regulators including the ONR and the EA. Design Authority: The DA are responsible for reviewing and accepting the design of the UK EPR, the control of modifications process and the development of the safety cases. The DA provides an integrated design authority capability, with support through interface agreements with such organisations as the NNB GenCo Environment team, the AE and the RD. Quality Control: Control and inspection of all aspects of the construction phase of the Project. Page 21 of 58

22 2.4.3 Client Construction Director 80. The Client Construction Director is responsible for: Supporting early identification and resolution of construction strategy issues; Providing feedback and experience from other relevant international projects including the Flamanville 3 project in France; Managing relationships with key suppliers, contractors and manufacturers; Identifying experienced EDF SA resource and skills to support HPC Project; Project Management of associated projects supporting NNB GenCo in its role as The Client ; and Oversight and advice on construction strategy, including waste and spent fuel facilities EPR Architect Director 81. The EPR Architect Director is responsible for: The design of the EPR power station model suitable for construction in the UK and specifically at HPC and SZC; The development of the construction schedule of the EPR design by the AE for transfer to the UK. The design review and acceptance will be through the NNB GenCo DA working for the Project Director HPC; Lead co-ordinator for UK EPR Project within EDF SA for design, engineering, procurement and schedule management; and Delivery of engineering and design activity being undertaken in France by EDF SA to meet UK EPR Project Schedule & UK Specifications Planning and External Affairs Director 82. The Planning and External Affairs Director is responsible for: Promoting the environmental, economic and sustainability case for nuclear generation; Leading the NNB GenCo interface with the Department of Energy and Climate Change (DECC), the Infrastructure Planning Commission (IPC), the local planning authorities, Environment Agency (EA) and Natural England and the Marine Management Office in respect of all planning matters; Contributing to the development of policy and producing the legal, financial and technical arrangements for the management and funding of nuclear liabilities; Supporting independent scrutiny of the Company s implementation of its environmental protection policies and arrangements; Developing and supporting the company s sustainability agenda; Developing and maintaining the FDP for the sites; Providing the external communications function for NNB GenCo including Community Relations for NNB GenCo; and Leading public consultation and planning application processes (IPC and local planning applications). Page 22 of 58

23 2.4.6 Finance Director 83. The Finance Director is responsible for financial matters within NNB GenCo. Key responsibilities include: Implementing financial policies and strategies for NNB GenCo; Developing an investment case to support the investment decisions of the new nuclear programme; Ensuring an integrated governance framework is maintained to support effective management of NNB GenCo; Financial Compliance Controls Function; Preparing annual accounts and reports as well as the financial reports required by parent companies; and The Finance Director also serves as the Chair of the NNB Investment Committee. The Finance Director has responsibility for the NNB GenCo Integrated Management System (IMS) Human Resources Director 84. The Human Resources Director is responsible for: Developing the NNB GenCo human resource policies; Developing and managing of the NNB GenCo s succession and resource planning and leadership development activities; Providing relevant information and proposals relating to remuneration, hiring and terminations; Co-ordinating employee relations and pay issues; Ensuring that processes are in place to effectively provide training and development for employees; Ensuring that there is appropriate HR support to all line managers in NNB GenCo, providing advice, support and coaching; Ensuring that the Company s responsibilities under the management of organisational change processes are properly carried out, making and ensuring implementation of adequate arrangements to control any change to the NNB GenCo organisational structure or resources which may affect nuclear safety; Working with the Board and senior managers to ensure that suitably competent persons and other resources are provided to execute the roles within the NB; and Developing and managing internal communications Non Executive Directors 85. An important addition to the NNB GenCo Board, are its Non-Executive Directors, who have in depth experience from the construction and nuclear industries, including both conventional and nuclear safety, nuclear regulation and corporate strategy. They provide intelligent advice and challenge to the Board and Board Committees having gained, over many years, much experience from within the construction and nuclear industries. Page 23 of 58

24 2.4.9 Company Secretary 86. The Company Secretary is responsible for administration of the Board and Board Committees. The Company Secretary is responsible to the Chairman for ensuring good practice in corporate governance. Key responsibilities include: Ensuring NNB GenCo complies with all relevant laws and regulations and operates to a high ethical standard; Ensuring the Board and Board Committees within NNB GenCo comply with legislative requirements and apply good corporate governance including meeting Companies Act requirements; In consultation with the Chairman, preparation of agendas for Board Meetings and preparation of Board Minutes; and Serving as Legal Counsel to NNB GenCo; responsible for the development and continuous training of the lawyers within NNB GenCo s Legal Department, providing legal advice and support to NNB GenCo, its Directors and Heads of Functions. 2.5 NNB GenCo Executive Responsibilities of the Executive 87. The Executive Team, headed by the MD, has responsibility for the day to day management of the business, to ensure that the Company operates safely and complies with legislative and regulatory requirements; that competent persons and other resources are provided throughout the Company; and that appropriate internal control processes, including quality assurance arrangements are implemented to ensure high levels of Safety within the Company. 88. The Executive Team is also responsible for ensuring that the individual management teams for which they are responsible, meet targets and performance standards set and that there is appropriate oversight and direction to management at all levels within the organisation. The Executive is responsible for preparing for the MD a business plan and annual budget for the NNB GenCo Board to review and approve as appropriate Membership of the Executive 89. The NNB GenCo Board will be supported by an Executive Team (shown in Figure 5), comprising: Managing Director; Safety Director; Project Director HPC; HPC Site Construction Director ; Client Construction Director; Pre-Operations Director; EPR Architect Director; Director, Planning and External Affairs; Finance Director; Page 24 of 58

25 HR Director; and Company Secretary. 90. Responsibilities of the Safety Director, HPC Site Construction Director and Pre- Operations Director are shown below: Safety Director 91. The Safety Director reports to the MD and has responsibility for: Preparation and Oversight of the implementation of a robust Health, Safety, Environment and Quality Policy and a Security Policy; Assurance of all health, safety, environment, quality and security matters for NNB GenCo; Organisational learning and the promotion of an effective safety culture within NNB GenCo, including Safety; Provision of safety, environment, security, health, and quality advice and guidance to the NNB GenCo Board and Executive Team; Provision of a strong assurance function within NNB GenCo including internal challenge and oversight; Regular reporting of safety, environment, security and quality performance to the MD, Board and Executive team, providing recommendations for continual improvement; Oversight of Business Continuity plans based on business risks; and The Safety Director attends each Board meeting to advise the Board on all matters concerning health, safety, the environment and quality matters and security issues. The Safety Director is a member of the Executive team and chairs the SHEC and is also responsible for the management of the SHEC and the NSC HPC Site Construction Director 92. The HPC Site Construction Director has full responsibility for the HPC Site and activities during construction and up until handover to the Pre-Operations Director. 93. The key responsibilities of the HPC Site Construction Director during the Pre- Construction phase are: Pre-construction planning for the construction phase; Creating and maintaining a culture of construction excellence including all aspects of safety, environmental management and security on the HPC site; and Establishing and Maintaining a site organisation to deliver the project and satisfy nuclear site licensing and environmental permitting requirements Pre-Operations Director 94. The Pre-Operations Director will be responsible for: Preparations for Operational activities; Being the customer lead for commissioning activities; and Delivery of Training within NNB GenCo. Page 25 of 58