Corporate Governance

Our common stock is listed on the New Zealand Stock Exchange and the Board of Directors applies the standards of that exchange for the purposes of determining the independence of our directors and committee members.

The relevant standards for independence under the New Zealand Stock Exchange listing rules (the "NZX Rules") are available by clicking here.

Documents  

• Code of conduct
• Fraud Policy

• Privacy Policy
• Committee Charters

Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. The board is currently comprised of six directors, three of whom are independent. Our bylaws (and in some cases, the New Zealand Stock Exchange listing rules) provide that:

• We must have a minimum of five directors and a maximum of eleven directors, with at least two directors ordinarily resident in New Zealand and at least three independent directors;
• Certain time limits apply for nominating directors;
• Any person appointed as a director to fill a casual vacancy must retire from office at the next annual meeting but will be eligible for re-election;
• All directors will be subject to removal from office by ordinary resolution of our shareholders;
• All directors are subject to re-election annually;
• A director who has a personal interest in any matter may not vote on a board resolution in respect of that matter;
• The Board's power to authorize payment of remuneration by us to a director in his or her capacity as a director is subject to prior approval by ordinary resolution of our shareholders; and
• We must maintain an Audit Committee.

The Board meets regularly to direct management and will include sessions to consider the strategic direction and to review progress on our published projections and business plans. The specific responsibilities of the Board include:

• Working with management to set our strategic direction;
• Monitoring and working with management to direct our business and financial performance;
• Monitoring compliance and risk management;
• Selection of a CEO and election of other executive officers;
• Establishing and ensuring implementation of succession plans for senior management; and
• Ensuring that effective disclosure policies and procedures are adopted.

The Board complies with the Company's Code of Conduct.

Board Committees

The Board has two formally constituted committees of directors. These committees review and analyze policies and strategies, usually developed by management, which are within their terms of reference. The committees examine proposals and, where appropriate, make recommendations to the Board. Committees do not take action or make decisions on behalf of the Board unless specifically authorized to do so by the Board.

Audit and Compliance Committee: The Audit and Compliance Committee is responsible for overseeing our risk management (including treasury and financing policies), treasury, insurance, accounting and audit activities, and reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the performance of independent accountants, reviewing the consolidated financial statements, and making recommendations to the Board on financial and accounting policies. The members of the Audit and Compliance Committee are Mark Russell (Chairman), Rick Bettle and Peter Huljich. The Board of Directors has determined that Rick Bettle qualifies as an "audit committee financial expert" and "independent" as defined under the applicable Securities and Exchange Commission rules. The Audit and Compliance Committee is governed by a charter.

Remuneration and Nominations Committee: The Remuneration and Nominations Committee is responsible for overseeing management succession planning, establishing employee incentive schemes, reviewing and approving (subject to board ratification) the compensation arrangements for the executive directors and senior management, and recommending to the Board the remuneration of Directors. It is also responsible for recommending candidates for election to the Board of Directors. The Remuneration and Nominations Committee will consider director nominees recommended by shareholders, if properly submitted. The members of the Remuneration and Nominations Committee are Rick Bettle (Chairman), Mark Russell and Peter Huljich, each of whom is "independent" under the applicable New Zealand Exchange rules. The Remuneration and Nominations Committee is governed by a charter.