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 eight 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 Chief Executive 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 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.
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 monthly. Special purpose meetings are held as required.
The Board has two committees, the Audit and Risk Committee and the Remuneration Committee.
Audit and Risk Committee
Ms Elena Trout is Chairperson of the Audit and Risk Committee which meets twice a year and has the following objectives:
The primary objective of the Audit and Risk 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. 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.
This Committee comprises Messrs Griffiths (Chair), Mitten and Walker and has the role of reviewing the remuneration levels of the Directors and Senior Management. The Committee does not have a formal Charter.
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.3.3.1) are used for this purpose.
The Board considers Sir John Goulter, Mr David Keys, Ms Susan Huria, Ms Elena Trout and Mr Peter Griffiths to be independent Directors. Mr Colin Mitten, Mr Ross Blackmore and Mr Ian Walker are not considered to be Independent Directors.
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.
The Board undertakes an annual review of the Board and sub-committee performance.
Communication with Shareholders
The Company’s Directors are committed to ensure 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 onto 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.
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.
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.
The Board has approved an Insider Trading Policy that applies to all Directors and Staff, and anyone else notified by the Chief Executive Officer, 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 Chief Executive 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.