Air New Zealand 2011 Annual Report Download - page 62

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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 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.
• 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 $1,098,262 in the financial year to 30 June 2011. This amount includes
a relief package of 1,000 free of charge tickets donated to the Mayor of Christchurch during September 2010 to aid the families
most affected by the September Christchurch Earthquake, along with additional philanthropy flights donated after the February
2011 Christchurch Earthquake. It also includes donations to various charities including Make-a-Wish Foundation, Air New Zealand
Environmental Trust, Starship Foundation, Life Flight Trust, Southern DC3 Charitable Trust, Ipswich Arts Foundation and the Kids
Restore New Zealand project, amongst others. 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. As at 25 August 2011, Air New Zealand 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.
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.
CORPORATE GOVERNANCE AT AIR NEW ZEALAND
AIR NEW ZEALAND ANNUAL FINANCIAL RESULTS 2011