Role of the Board
The Board of Directors of Northland Port Corporation (NZ) Ltd is elected
by the shareholders to supervise the management of the Company, its
subsidiaries and associates in the best interests of shareholders. The
Board currently has seven members and has several key functions which are:
- The establishment of business objectives, strategies and policies.
- The approval of annual capital and operating budgets.
- The appointment of a General Manager to manage the day to day operations of the Company within the established framework.
- The ongoing monitoring of management performance in relation to the goals established for that purpose.
The Board is committed to the highest standards of behaviour and accountability from Directors and accordingly endorses the principles set out in the Code of Proper Practice for Directors approved and adopted by the Institute of Directors in New Zealand, NZX Listing Rules, Appendix 16 – Corporate Governance Best Practice Code and Corporate Governance in New Zealand – Principles and Guidelines – A Handbook
for Directors, Executive and Advisors by the Securities Commission, New Zealand.
The Board considers that its governance processes do not materially differ from the principles set out in these documents. The practices adopted by the Board are prescribed in the Board Charter which sets out the protocols for operation of the Board and in the Code of Ethics which sets out the manner in which Directors and employees should conduct themselves.
Click here>> to view our Board Charter.
Board Composition
The composition of the Board is governed by the Company’s Constitution which also details how Directors are appointed and removed from office.
The Board normally meets quarterly and has met five times between 1 July 2009 and 30 June 2010. Special purpose meetings are held as required.
Click here>> to view our Constitution.
Board Committees
The Board has two committees, the Audit and Corporate Governance Committee and the Remuneration Committee.
Audit and Corporate Governance Committee
The Audit and Corporate Governance Committee meets twice a year. The chair of the committee is Susan Huria.
The primary objective of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. The Committee reviews the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Company’s process for monitoring compliance with laws and regulations.
In addition, the Committee:
- Oversees and appraises the quality of the audits conducted by the Company’s external auditors;
- Maintains open lines of communications among the Board, any internal auditors and the external auditors to exchange views and information.
- The Committee also confirms their respective authorities and responsibilities;
- Serves as an independent and objective party to review the financial information presented by management to shareholders, regulators and the general public and also assists in the development of the future format and content of external reporting;
- Determines the adequacy of the organisation’s administrative, operating and accounting controls.
Click here>> to view a copy of the Audit Committee Charter.
Remuneration Committee
This Committee comprises the Chair of the Board and the
Chair of the Audit Committee and has the role of reviewing the remuneration levels of the Directors and Senior Management. The Committee does not have a formal Charter.
Director Independence
The Board determines annually on a case-by-case basis who in its view are independent Directors. The guidelines set out in the NZX Listing rules (para.1.1.2) are used for this purpose.
The Board considers all Directors to be independent with the exception of Mr Ian Walker whose role as a Northland Regional Councillor precludes him from being regarded as independent.
Conflicts of Interest
Where any Director has a conflict of interest or is otherwise interested in any transaction, that Director is generally required to disclose his or her conflict of interest to the Company, and thereafter will normally not be able to participate in the discussion, nor vote in relation to the relevant matter. The Company maintains a register of disclosed interests.
Board Performance
The Board undertakes an annual review of the Board and sub-committee performance.
Communication with Shareholders
The Company’s Directors are committed to ensuring that shareholders are informed of all major developments affecting the Group.
Annual and Interim Reports are posted onto the Company’s website and each shareholder receives a hard copy of each report. In addition NZX and media releases are also posted on the website.
Shareholders may raise matters for discussion at the Annual Meeting each year and may also take part in port tours which are timed to coincide with these meetings.
Communication with Stakeholders
Quarterly written briefings are distributed to interested stakeholders outlining items of interest which have occurred during the period.
Meetings are held with a representative group of stakeholders should a significant issue arise.
Continuous Disclosure
The Board has adopted the NZX Continuous Disclosure Rules to ensure that all material matters are released to the financial markets in a clear and timely manner.
Risk Management
The Company is committed to managing risk to protect its staff, the environment, financial business risks, company assets and its reputation.
A comprehensive risk management system is in place which is used to identify and manage all business risks. The risk profile is reviewed annually. As part of risk management, the Company has a comprehensive Treasury Policy that sets out the procedures to minimise financial market risk.
Code of Ethics
A Code of Ethics has been developed and adopted by the Board which sets out the ethical and behavioural standards expected by the Company’s Directors and staff.
Insider Trading
The Board has approved an Insider Trading Policy that applies to all Directors and Staff, and anyone else notified by the General Manager, from time to time, that has access to material information not available to the public.
Under the Policy the above persons may not trade in Northland Port Corporation shares, or advise or encourage others, to trade or hold Northland Port Corporation shares if they are in possession of material information that is not publicly available.
In addition, shares can only be traded in selected periods after the announcement of interim and annual results.
The General Manager must approve all trading of Northland Port Corporation shares by the above group prior to the trade occurring.
NZX is advised of all trades of Northland Port Corporation shares by Directors and staff.
