Director Induction
There were no new appointments or resignations
from the TGH Board during the year ended 31 March
2012. However, new Directors go through an induction
process which includes:
Meeting the senior management team (SMT),
•
followed by presentations by each member of SMT
to describe their roles and accountabilities;
A tour of TGH’s major properties and investments;
•
and
Meeting with key members of the Shareholder’s
•
governors who sit on Te Arataura.
All Directors are covered by Directors and Offcers
Liability Insurance for the term of their directorship
with TGH.
Board Committees
The Board uses Committees to enhance its effectiveness
in key areas whilst retaining Board responsibility.
These Committees allow detailed and expert
examination of relevant issues to facilitate decision-
making. The Committees make recommendations to
the Board and have no decision-making ability unless
specifcally delegated by the Board.
There are three Board Committees: the Remuneration
and Nomination Committee, the Audit Committee
and the Investment Committee. Further detail on
each Committee is provided on
All Committee members must abide by the terms of
reference or Charter for that particular Committee.
The Audit Committee is comprised of the Board of
TGH. All Independent Directors are members of the
Remuneration and Nomination Committee and the
Investment Committee.
Reporting and Disclosure
The Board demands integrity both in fnancial
reporting and in the timeliness and balance of
disclosures on TGH’s affairs. The Board Charter
creates effective policies and procedures to ensure
the integrity of fnancial information, responsibility for
which has been delegated to the Audit Committee.
Independent external auditors are also appointed
solely to provide statutory and other audit services.
The Audit Committee ensures that the external
auditor’s responsibilities are in accordance with the
requirements of the Board Charter.
Remuneration
Remuneration of Directors and senior management
needs to be fair, transparent and reasonable.
Adequate remuneration is necessary to attract,
retain and motivate high quality directors and
executives. The Remuneration and Nomination
Committee oversees and recommends the process
for performance evaluation of the CEO and other key
executives. Further detail on the Remuneration and
Nomination Committee is provided on
Risk Management
TGH accepts that risk is an essential feature of
any business. TGH’s Risk Management Policy and
practices ensure effective analysis, management and
control of existing and potential risks. TGH maintains
a programme, which is approved by the Board,
for the identifcation, assessment, monitoring and
management of risk to the business. The Board has
overall responsibility for the internal controls with the
Audit Committee being responsible for reviewing
its effectiveness. TGH has engaged Ernst &Young as
internal auditors. The Board approved programme
they undertake focuses on providing internal audits
on policy, procedures, internal controls and any other
areas of concern. Effective risk management provides
greater assurance that TGH’s vision and strategy will
be achieved without surprises. New policies adopted
in 2012 are the Health and Safety Policy and the Media
PR Policy.
Auditors
External auditing is critical for integrity in fnancial
reporting. To properly perform their role, auditors
must observe the professional requirements of
independence, integrity, and objectivity. They need to
have access to all relevant information and individuals
within an entity that play a role in its fnancial reporting
processes.
The Board and the auditors are jointly responsible
for ensuring that an entity’s audit is conducted in the
context described above. TGH requires structures that
promote auditors’ independence from the Board and
executives, protect auditors’ professional objectivity
in the face of other potential pressures, and facilitate
access to information and personnel.
The Audit Committee has a crucial role in selecting and
recommending Board and Shareholder appointment
of auditors, and in overseeing all aspects of their
work. PricewaterhouseCoopers continued as external
auditors of the Group in the current fnancial year.
4 3
Tainui Group Holdings
Annual Report
2012