Air New Zealand 2008 Annual Report Download - page 58

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This section of the Annual Report provides an overview of Air New Zealand’s main corporate governance policies, practices and processes adopted and
followed by the Board. More information is available to view at www.airnzinvestor.com, including policies referred to in this section.
ETHICAL STANDARDS
Air New Zealand expects its directors and employees to act legally, ethically and with integrity in a manner consistent with Air New Zealand’s policies,
guiding principles and values. The following measures have been put in place to assist with achieving this expectation:
• GuidetoBusinessConduct
This guide has been developed by the Group summarising the basic principles of legal and ethical conduct expected of everyone at
Air New Zealand.
• OpenCommunicationandJustCulture
The Group has a policy on Open Communication and Just Culture to encourage open and honest communication by staff about any current or
potential problem, complaint, suggestion, concern or question.
• AvoidingConictsofInterest
To maintain integrity in decision making each director must advise the Board of any potential conflict of interest. If a significant conflict of interest
exists the director concerned will have no involvement in the decision making process relating to that matter.
• TradinginAirNewZealandSecurities
Directors and employees of Air New Zealand are subject to limitations on their ability to buy or sell Air New Zealand shares in accordance with
Air New Zealand’s Securities Trading Policy, the NZSX and ASX Listing Rules and the Securities Markets Act 1988. This Policy has been
updated to reflect recent legislative changes.
• Gifts,EntertainmentandInducements
Air New Zealand has a gifts, entertainment and inducements policy governing the acceptance and reporting of benefits given to staff by third
parties.
• Donations
No donations were made to any political party. It is Air New Zealand’s policy not to make donations, in cash or in kind, or to provide free of
charge travel to political parties. The Air New Zealand Group has made donations totalling $213 in the financial year to 30 June 2008. This
figure does not take into account Air New Zealand’s significant contribution to charities, community and environmental groups in the form of both
sponsorship and provision of travel. Air New Zealand has relationships with, amongst others, organisations such as Koru Care, Make-A-Wish
Foundation, the Sir Peter Blake Trust and New Zealand National Parks & Conservation Foundation. The Company has also established the
Air New Zealand Inspiring New Zealanders scholarship programme and recently, the Air New Zealand Environmental Charitable Trust. Through
the donation of products and services, the Company was instrumental in raising over $410,000 for the Starship Foundation, StarJam and
Make-A-Wish Foundation with the Air New Zealand Kids @ Christmas Charity Auction late last year. Numerous other local community groups
and charities benefited from donated flights and other services during the year.
• InterestsRegister
In accordance with the Companies Act 1993 and the Securities Markets (Disclosure of Relevant Interests by Directors and Officers) Regulations
2003, Air New Zealand maintains an interests register in which relevant transactions and matters involving the directors are recorded.
BOARD COMPOSITION
Air New Zealand’s Constitution provides that the Board may have between five and eight directors plus a Managing Director, if one has been appointed.
At least three directors must be ordinarily resident in New Zealand and a majority of the Board (including the Managing Director and the Chairman)
must be New Zealand citizens. Air New Zealand currently has eight non-executive directors (including the Chairman), seven of whom are New Zealand
citizens and one an Australian citizen.
BOARD ROLE AND RESPONSIBILITIES
The Board has responsibility for taking appropriate steps to protect and enhance the value of the assets of Air New Zealand in the best interests of its
shareholders. The Board has adopted a formal Board Charter detailing its authority, responsibilities, membership and operation which is published on
Air New Zealand’s website.
AIR NEW ZEALAND
CORPORATE GOVERNANCE AT AIR NEW ZEALAND
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