Tainui Group Holdings
Annual Report
2013
39
necessary to discharge their responsibility effectively
through the provision of comprehensive information
provided at monthly (excluding January) Board
meetings.
Director induction
There were three new appointments and four
resignations from the TGHBoard during the year
ended 31 March 2013. NewDirectors went through an
induction process which included
:
•
•
Meeting the senior management team (SMT),
followed by presentations by eachmember of SMT
to describe their roles and accountabilities;
•
•
A tour of TGH’s major properties and investments;
and
•
•
Meeting with keymembers of the Shareholder’s
governors who sit on Te Arataura.
•
•
All Directors are covered by Directors and Officers
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
specifically delegated by the Board.
There are three Board Committees
:
the Remuneration
and Nomination Committee (RNC), the Audit
Committee and the Investment Committee. Further
detail on each Committee is provided on pages 40 and
41. 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
RNC and the Investment Committee.
Reporting and disclosure
The Board demands integrity both in financial
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 financial 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 RNC oversees and recommends the process for
performance evaluation of the CEO and other key
executives. Further detail on the RNC is provided on
Risk management
TGH accepts that risk is an essential feature of any
business. TGH’s RiskManagement Policy and practices
ensure effective analysis, management and control
of existing and potential risks. TGHmaintains a
programme, which is approved by the Board, for
the identification, 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 riskmanagement provides
greater assurance that TGH’s vision and strategy will
be achieved without surprises. One new policy was
adopted in 2013, being the Business Continuity Policy.
Auditors
External auditing is critical for integrity in financial
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 financial 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 financial year.
