Air New Zealand 2014 Annual Report Download - page 59

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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
The Air New Zealand Group has made donations totalling $66,810 in the financial year to 30 June 2014, including donations to
the Air New Zealand Environmental 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 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.
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 Tony Carter has been Chairman of Air New Zealand since 27 September 2013. Ms Jan Dawson was appointed Deputy Chairman on
27 September 2013. 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 REVIEW 2014 57