Air New Zealand 2008 Annual Report Download - page 59

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Management Delegation
The business and affairs of Air New Zealand are managed under the direction of the Board. The Board is responsible for guiding the corporate strategy
and direction of Air New Zealand and has overall responsibility for decision making. The Board delegates to the Chief Executive Officer responsibility
for implementing the Board’s strategy and for managing the operations of Air New Zealand. The Chief Executive Officer has Board approved levels
of authority and he, in turn, sub-delegates authority to the Chief Financial Officer, the Executive management team and senior management. These
authorisation levels are subject to internal and external audit.
Chairman
Mr John Palmer has been Chairman of Air New Zealand since 2001. Mr Roger France was appointed Deputy Chairman in 2002. The chairman’s role
includes managing the Board; ensuring the Board is well informed and effective; acting as the link between the Board and the Chief Executive Officer;
and ensuring effective communication with shareholders.
Director Independence
The Board’s standards for determining the independence of a director including the requirements of the NZSX Listing Rules and the ASX
Recommendations, are set out in full in the Board’s Charter. All eight of Air New Zealand’s directors, including the Chairman, are independent directors
under those criteria. Directors are required to inform the Board of all relevant information which may affect their independence.
BOARD COMMITTEES
The Board has delegated certain of its responsibilities to the Audit Committee, the Safety Committee and the People Development and Remuneration
Committee. The committees play the following roles:
• TheAuditCommitteeassiststheBoardindischargingitsresponsibilitiesinrelationtothenancialreporting,complianceandriskmanagement
practices of Air New Zealand.
• ThePeopleDevelopmentandRemunerationCommitteemonitorsissuesrelatedtothemanagementstructureandremunerationofthe
Chief Executive Officer and other senior executives.
• TheSafetyCommitteeensuresthat,atalltimes,AirNewZealandhasworkablesystemsandprocessesinplacetoprovidethebestpracticable
safety, security and environmental performance.
REPORTING AND DISCLOSURE
Air New Zealand has written policies and procedures in place to keep investors and staff informed of all material information about Air New Zealand and
to ensure compliance with disclosure requirements under legislation and stock exchange listing rules. Board and Committee charters and policies of
public relevance are published on Air New Zealand’s web site at www.airnzinvestor.com.
REMUNERATION AND PERFORMANCE EVALUATION
Executives
Air New Zealand’s performance management system applies to the executive management group. The focus is on establishing goals, measures and
targets linked directly to the business plan and to the leadership behaviors needed to achieve business success. Air New Zealand’s remuneration policies
and practices are linked directly to the performance and development processes so that executive managers’ achievement of Air New Zealand’s goals is
appropriately recognised and rewarded.
Non-executive Directors
Air New Zealand’s non-executive directors do not participate in any executive remuneration scheme or employee share schemes; nor do they receive
options, bonus payments or any incentive-based remuneration. Directors are entitled to be reimbursed by Air New Zealand for reasonable travelling,
accommodation and other expenses they may incur whilst travelling to or from meetings of the directors or committees.
Board Evaluation
The Board has included in its Charter a requirement to conduct an annual performance review of the Board as a whole after the financial year end.
Individual director views and the views of members of the senior management team are sought on Board process, efficiency, and effectiveness, and
are discussed by the Board as a whole. In conjunction with this process, those directors retiring annually by rotation who are standing for re-election
have their performance evaluated by their fellow directors in a process co-ordinated by the Chairman, with individual feedback to each director as their
evaluation is completed.
AIR NEW ZEALAND
CORPORATE GOVERNANCE AT AIR NEW ZEALAND
(CONTINUED)
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