Tainui Group Holdings
Annual Report
2013
41
Remuneration and nomination committee
As a sub-committee of the Board, the responsibility
and role of the RNC is the appointment and
remuneration of Directors and senior management and
other relatedmatters. 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 andmarket comparisons.
The total remuneration paid to Directors is reported on
page 36. The Directors do not participate in any profit
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 specified 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 fundmanagers;
•
•
To monitor investment and fundmanager
performance;
•
•
To monitor compliance with investment policies and
mandates;
•
•
To recommend to the TGHBoard onmatters noted
above; and
•
•
To monitor the investment policy, strategy and
framework for decisionmaking.
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
financing and distribution policies. Not surprisingly,
this is also TGH’s mission statement. The SIPO
responds to the choice between diversification and
specialisation of TGH’s asset portfolio by assessing the
company’s influence 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 defines the responsibilities and
delegation of the Board of Directors, the Investment
Committee and senior management.
