Air New Zealand 2010 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:
• Standards of Business Conduct
A guide to business conduct has been developed by the Group summarising the basic principles of legal and ethical conduct expected of everyone at
Air New Zealand. This is supported by online compliance training.
• Reporting and Just Culture
The Group has a policy on Reporting and Just Culture to encourage open and honest communication by staff about any current or potential
problem, complaint, suggestion, concern or question.
• Avoiding Conflicts 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
The Air New Zealand Group has made donations totalling $685,942 in the financial year to 30 June 2010, including donations to Kids Restore
New Zealand, Air New Zealand Environmental Trust, Make-a-Wish Foundation, Leukemia & Blood Foundation and the Kids and Koru Care
Southern Charitable Trust. 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.
• 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 seven non-executive directors (including the Chairman), six 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.
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.
AIR NEW ZEALAND
CORPORATE GOVERNANCE AT AIR NEW ZEALAND
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