1.1. This Charter formalises and sets out the role, the composition, and the manner in which the Board’s powers and responsibilities will be exercised and discharged.
1.2. The Board has adopted the governance principles set out below which reflect the guidelines of the Corporate Governance Best Practice Code of the New Zealand Stock Exchange (NZX).
1.3. The conduct of the Board is also governed by the Constitution of the Company, a copy of which is located at www.hallensteinglassonholdings.co.nz
2.1. The Constitution provides that the company has a minimum of five Directors. At least two must be normally resident in New Zealand.
2.2. The Board will ensure it is of an effective size and composition to discharge its duties and responsibilities. Board composition should comprise:
2.2.1. Directors with an appropriate range of competencies and experience;
2.2.2. Directors who have a proper understanding of, and competence to deal with the current and emerging issues of the business;
2.2.3. Directors who can effectively review and challenge the performance of management, and exercise independent judgement.
2.3. Directors are expected to attend scheduled board and committee meetings and to be available for additional meetings as required from time to time.
2.4. Directors are subject to retirement by rotation, in accordance with the provisions of the Constitution.
2.5. Subject to shareholders’ exercise of their rights to appoint Directors, the board will ensure that it comprises not less than the minimum number of Independent Directors as required by the listing rules of the NZX.
2.6. The Board will advise the NZX as appropriate as to the independence status of its Directors and if in its opinion, a Director has ceased to be independent.
2.7. The Board will determine the independence of each non-executive Director on appointment, and not less than annually thereafter. The Board has adopted the NZX definition of independence as set out in the Corporate Governance Best Practice Code.
2.8. The Directors may elect a chairperson who is a non-executive Director, and is not the Group Managing Director.
2.9. The Board has established a Nomination Committee to recommend the appointment of Directors.
2.10. The Board will meet no less than 9 times per annum, and on other occasions as may be required.
2.11. The Board has not adopted a tenure policy.
3.1. The Board establishes the Company’s objectives, determines the strategies for achieving those objectives, and monitors management performance.
3.2. Specific responsibilities of the Board include the following:
3.2.1. approval of strategy and ensuring there are adequate resources available to achieve the strategic objectives;
3.2.2. monitoring actual results against approved monthly plans for each trading subsidiary in the Group;
3.2.3. approval and monitoring financial reporting and capital expenditure;
3.2.4. appointment and removal of the Group Managing Director (the chief executive officer), together with the confirmation of the appointment and removal of the senior executive team;
3.2.5. ensuring that effective risk management procedures are in place, and there is compliance with internal control systems and legal compliance;
3.2.6. approving all reporting and communication to shareholders and the market including NZX;
3.2.7. ensuring the Board remains appropriately skilled to meet the changing needs of the Group.
4.1. The Board may establish committees of the Board where appropriate and in accordance with the constitution. The Board has established the following committees:
4.1.1. an Audit Committee
4.1.2. a Remuneration Committee
4.1.3. a Nomination Committee
4.2. Each Committee is authorised to deal with matters as set out in its Committee Charter.
4.3. The membership of each committee is restricted to non-executive Directors, and the chairperson of each committee is an independent Director.
4.4. The Charters of each committee are attached and form an integral part of this Charter.
5.1. Members of the Board must at all times comply with their fiduciary obligations to the Company. These include:
5.1.1. ensure that all information they hold about the company is treated in strict confidence;
5.1.2. act in good faith and in the best interests of the Company;
5.1.3. avoid conflicts of interest wherever possible;
5.1.4. comply with all relevant laws and regulations.
5.2. Directors and senior management may only trade in the Company’s shares in accordance with the Securities Markets Act, and the NZX. Guidelines for trading in shares are furnished to Directors and senior executives on their appointment.
5.3. The Company has specific procedures for decision making and personal behaviour in dealing with customers, employees, and suppliers. These procedures are documented in a Policy and Procedures manual. These procedures are formulated to ensure the Company deals with all parties in a fair and ethical manner, and staff are accountable where their actions fail to comply with policy.
5.4. The Company has adopted a procedure for employees to report instances of any breach on Company Policy and /or any wrongdoing by any of its employees in a confidential manner, without fear of any adverse consequences, for such reporting to be properly investigated.
6.1. The board ensures that effective policies and procedures are in place to ensure the integrity of the Company’s financial reporting.
6.2. The Group Managing Director and the Group Finance Director are required to certify that that the Company’s interim and full year financial statements present a true and fair view, in all material respects, of the Company’s financial position and financial results, and are in accordance with relevant accounting standards.
6.3. The Audit Committee meets with external auditors independent of management no less than twice per annum.
6.4. The Board receives full financial reports on a monthly basis in a timely manner so that Directors are fully informed on an ongoing basis of the financial performance of the Company.
6.5. Individual Directors may request additional information from executives from time to time as they deem necessary.
6.6. The company releases all information to the NZX, and also posts any announcements to the company website at www.hallensteinglasson.co.nz. Key information, including annual reports, the constitution and Board charter are also posted for ease of reference. The board approves all communication with shareholders.
6.7. Shareholders are encouraged to attend annual meetings, and these may be held at different cities within New Zealand from time to time so that as many shareholders as possible have the opportunity to attend. The external auditors are required to be available at each annual meeting.
6.8. The Company’s Auditor attends the annual meeting.
7.1. The Board regularly reviews risk, and maintains insurance cover with reputable insurers for most types of insurable risk.
7.2. The parent indemnifies all Directors named in this report, and current and former executives of the Group against all liabilities (other than to the Parent or member of the Group), which arise out of their normal duties as Director or executive officer, unless the liability relates to conduct involving lack of good faith. To manage this risk, the Group has indemnity insurance.
7.3. Workplace Health and Safety programs are clearly documented, and regularly monitored.
8.1. Key executive remuneration comprises a base salary, together with an “at risk” component which is earned subject to company profitability. The remuneration committee seeks independent advice where appropriate when setting key executive remuneration.
8.2. Non-executive director remuneration is paid in the form of Directors’ fees, which are approved by shareholders each year.
8.3. Executive Directors do not receive Directors’ fees.
9.1. The board acknowledges the independence of auditors, and does not seek additional services from them.