governance
The Board of TGH is committed to the highest
standards of oversight, accountability and
management. It accepts this commitment by
supporting the increasing emphasis on corporate
governance in New Zealand, regularly reviewing
practices and making amendments where necessary.
TGH’s business practices refect corporate
governance best practice in the following manner:
External Benchmarks
While TGH’s policies and Charter provide explicit
expectations, the company has also adopted the nine
principles of corporate governance prescribed by the
Financial Markets Authority. These, as well as other
prescriptive doctrines such as NZX Listing Rules,
provide strong external benchmarks for developing
governance structures and processes. These
benchmarks are particularly useful to the Shareholder
and key stakeholders as they demonstrate TGH’s
commitment to ensuring that the Board operates
effectively and in accordance with best practice
guidelines.
The 9 principles in summary, are as follows:
Ethical Standards
Board Composition
Board Committees
Reporting and Disclosure
Remuneration
Risk Management
Auditors
Stakeholder Relations
Stakeholder Interests
The Board Charter
The TGH Board operates in accordance with
the Board Charter (‘Charter’). The Charter is an
important document which outlines:
Board composition and method by which members
•
are appointed;
Expected behaviour of the Board and its members;
•
Discharge of authority to Board members;
•
Commitment to compliance with all relevant laws
•
and regulations; and
Committees that sit under the Board being:
•
Audit Committee, Remuneration and Nomination
Committee, and Investment Committee.
Ethical Standards
Through robust policy, the Board collectively and
individually promotes ethical and responsible
decision making and behaviour. There have been
no instances of unethical behaviour during the year
ended 31 March 2012 (2011: nil).
Board Composition and Performance
The Charter provides for a balance of independence,
skill, knowledge, experience and perspectives among
Directors so that the Board works effectively. The
Board consists of six Directors. Of the six Directors,
three are appointed by the Shareholder and three
are Independent Directors. The Chair is always an
Independent Director. The Directors consider that the
six member Board is appropriate for both the size and
business activity of TGH.
TGH is committed, through its Charter, to ensuring
Directors have the knowledge and information necessary
to discharge their responsibility effectively through the
provision of comprehensive information provided at
monthly (excluding January) Board meetings.
4 2
Audit committee – all members of the tgh board are members of the tgh audit committee
investment committee
remuneration & nomination committee
Board
Audit
Remuneration
and nomination
Investment
M e m b e r
Attended Possible Attended Possible Attended Possible Attended Possible
John Spencer
11
11
1
1
1
1
1
3
Mike Allen
10
11
1
1
1
1
1
3
Matthew Cockram
10
11
1
1
1
1
3
3
Rahui Papa
9
11
-
1
-
-
-
-
Rukumoana Schaafhausen
10
11
1
1
-
-
-
-
Hon. KoroWetere
11
11
1
1
-
-
1
3