38
Board
Audit
Remuneration
and Nomination
Investment
Member
Attended Possible Attended Possible Attended Possible Attended Possible
Sir H W van der Heyden
8
9
-
-
-
-
2
3
M N Allen
9
11
1
1
1
1
3
3
M Cockram
11
11
1
1
1
1
2
3
H W Rau
10
10
1
1
-
-
-
-
R T M Schaafhausen
1
1
-
-
-
-
-
-
P Rawiri
9
10
1
1
-
-
-
-
R Papa
-
1
-
-
-
-
-
-
J L Spencer
3
3
1
1
1
1
1
1
Hon. K T Wetere
3
3
1
1
-
-
-
-
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 andmaking amendments where
necessary.
TGH’s business practices reflect corporate
governance best practice in the followingmanner:
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
Riskmanagement
Auditors
Stakeholder relations
Stakeholder interests
The Board Charter
The TGHBoard operates in accordance with the Board
Charter (‘Charter’). The Charter is an important
document which outlines
:
•
•
Board composition andmethod by whichmembers
are appointed;
•
•
Expected behaviour of the Board and its members;
•
•
Discharge of authority to Boardmembers;
•
•
Commitment to compliance with all relevant laws
and regulations; and
•
•
Committees that sit under the Board being the 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
2013 (2012
:
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
provides for six Directors. Of the six Directors, three are
appointed by the Shareholder and three are Independent
Directors. There is currently one Shareholder Director
positionwhich remains vacant. The Chair is always an
Independent Director. The Directors consider that the
sixmember 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
Audit Committee – all members of the tgh Board are members of the tgh Audit Committee
Investment Committee
Remuneration & Nomination Committee
