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Air New Zealand Annual Financial Results 2015 47
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 at http://www.airnewzealand.co.nz/board. All 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 and at least annually, to reconfirm their independence.
Company฀Secretary
Under the Board Charter, the General Counsel and Company Secretary will be secretary to the Board and accountable directly to the Board,
through the Chairman, on all matters to do with the proper functioning of the Board.
Board฀ committees
The Board has delegated certain of its responsibilities to the Safety Committee, the Audit Committee and the People Remuneration and
Diversity Committee.
Safety฀Committee
The purpose of the Safety Committee is to ensure that at all times, the Company has effective systems and processes in operation to provide
the best practicable safety, security, management of operations and occupational safety.
• The Chairman of the Safety Committee is an independent non-executive director. Information on the current independent Non-Executive
Directors and theCommieeChartercanbefoundat:hp://www.airnewzealand.co.nz/board-commiees.
•฀ The฀ Safety฀ Committee฀ ensures฀ that,฀ at฀ all฀ times,฀ Air฀ New฀ Zealand฀ has฀ workable฀ systems฀ and฀ processes฀ in฀ place฀ to฀ provide฀ the฀ best฀
practicable safety and security.
Audit฀Committee
•฀ The฀ Chairman฀ of฀ the฀ Audit฀ Committee฀ is฀ an฀ independent฀ non-executive฀ director฀ who฀ is฀ not฀ the฀ Chairman฀ of฀ the฀ Board.฀ The฀ Committee฀
currently has three independent Non-Executive Directors. The Audit Committee assists the Board in discharging its responsibilities in
relation to the financial reporting, compliance and risk management practices of Air New Zealand. The Audit Committee is responsible for
oversight of risk management and formally reviews the key risks facing the entity and the risk management framework every six months
with the last review completed in May 2015.
•฀ The฀ Audit฀ Committee฀ liaises฀ with฀ the฀ Auditor฀ General฀ on฀ the฀ appointment฀ and฀ re-appointment฀ of฀ the฀ external฀ auditors,฀ for฀ ensuring฀ the฀
independence of the external auditor is maintained, and for approving the performance of any non-audit services in accordance with the
Audit Independence Policy. Further details including the Audit Charter and members of the Audit Committee are available at:
http://www.airnewzealand.co.nz/board-committees.
•฀ The฀ Company’s฀ Head฀ of฀ Internal฀ Audit฀ reports฀ functionally฀ to฀ the฀ Audit฀ Committee฀ and฀ administratively฀ to฀ the฀ General฀ Manager฀
Governance, Risk and Compliance. The internal auditors’ responsibilities are defined by the Audit Committee as part of their oversight
role. Internal Auditing is an independent and objective assurance and consulting activity that is guided by a philosophy of adding value to
improve the operations of Air New Zealand.
People฀Remuneration฀and฀Diversity฀Committee
•฀ The฀ Chairman฀ of฀ the฀ People฀ Remuneration฀ and฀ Diversity฀ Committee฀ is฀ an฀ independent฀ non-executive฀ director.฀ Information฀ on฀ the฀ current฀
Non-Executive Directors and the Committee Charter can be found at: http://www.airnewzealand.co.nz/board-committees.
•฀ The฀People฀Remuneration฀and฀Diversity฀Committee฀monitor฀issues฀related฀to฀management฀structure,฀diversity฀and฀remuneration฀of฀the฀
Chief Executive Officer and other Senior Executives*.
Board฀and฀Committee฀meetings฀held฀1฀July฀2014฀–฀30฀June฀2015.
Board Audit฀Committee People฀Remuneration฀and฀
Diversity฀Committee
Safety฀Committee
Meetings฀Held1 Attended Meetings฀Held1Attended Meetings฀Held1Attended Meetings฀Held1Attended
Tony Carter 12 12 4 4 7 7 4 4
Jan Dawson 12 12 4 4 7 7
Paul Bingham 12 12 4 4
Jim Fox2 12 2 4 1
Roger France 12 11 4 33
Rob Jager 12 12 4 4
Linda Jenkinson 12 11
Jonathan Mason 12 12 4 4 7 6
Corporate Governance (continued)
1. These columns indicate the number of meetings held during the period 1 July 2014 – 30 June 2015.
2. Resigned as a director on 31 August 2014.
3. Resigned from Audit Committee on 19 February 2015.
*Definitions: Executive฀Team: Chief Executive Officer and direct reports. The members of the Executive Team are defined as Officers of the Company.
Senior฀Leadership฀Team฀(SLT): Direct reports to Executive Team and other selected senior managers.
Senior฀Executives: Executive Team and Senior Leadership Team.