During the year, one meeting was dedicated to Audit
Committee business for the purpose of approving the
annual fnancial statements. All other Audit Committee
business was addressed at regular Board meetings.
Remuneration and Nomination
Committee
As a sub-committee of the Board, the responsibility
and role of the Remuneration and Nomination
Committee (RNC) is the appointment and
remuneration of Directors and senior management
and other related matters. The RNC’s objectives are to
assist and advise the Board in relation to:
The CEO appointment and remuneration;
•
Performance management and appraisal of the
•
CEO;
Succession planning;
•
Setting annual incentive targets and objectives for
•
the CEO and the CEO’s direct reports;
Approving the remuneration of the CEO’s direct
•
reports;
The appointment and succession of the Board
•
Directors, especially Independent Directors and/or
Advisors to the Board;
Independent Directors’ and Advisors remuneration;
•
and
Any other matter referred to it by the Board.
•
Senior management’s annual incentives are
determined by key performance indicators as
stipulated in their individual employment agreements.
Any changes in remuneration are based on
performance and market comparisons.
The total remuneration paid to Directors is reported on
he Directors do not participate in any proft
based incentive system. No additional Directors fees
are paid for Committee members. Additional fees are
paid to Independent Directors where their services
are required in excess of specifed requirements.
Investment Committee
As a sub-committee of the Board, the responsibility
and role of the Investment Committee is to assist and
advise the Board in relation to investment activities
with the following objectives:
To review investment policy;
•
To review the appointment of investment advisors
•
and fund managers;
To monitor investment and fund manager
•
performance;
To monitor compliance with investment policies
•
and mandates;
To recommend to the TGH Board on matters noted
•
above; and
To monitor the investment policy, strategy and
•
framework for decision making.
The Investment Committee met three times during the
year.
Statement of Investment Policy and
Objectives (SIPO)
The SIPO underpins TGH’s primary strategic
objective: to maximise Shareholder wealth by
implementing a sustainable asset portfolio supported
by appropriate fnancing and distribution policies. Not
surprisingly, this is also TGH’s mission statement. The
SIPO responds to the choice between diversifcation
and specialisation of TGH’s asset portfolio by
assessing the company’s infuence or control over an
investment alternative, and the extent to which TGH
has expertise.
Under certain conditions, the SIPO does permit
TGH to invest in opportunities where there may not
be a controlling interest, but where the investment
is consistent with TGH’s commitment to furthering
economic development. These may include pooled
investments, for example minority holdings in
listed securities, or iwi co-owned investments by
arrangement.
Finally, the SIPO defnes the responsibilities and
delegation of the Board of Directors, the Investment
Committee and the senior management.
4 5
Tainui Group Holdings
Annual Report
2012