Air New Zealand 2016 Annual Report Download - page 50

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AIR NEW ZEAL AND ANNUAL FINANCIAL RESULTS 2016
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 of Air New Zealand. This Corporate Governance Statement was approved by the Board on 25 August 2016.
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:
• Code of 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. The Code of Conduct can be found at: http://www.airnewzealand.co.nz/corporate-governance-policies.
• 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 conflict of interest exists
the director concerned will have no involvement in the decision making process relating to that matter.
• Continuous Disclosure and Trading in 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 Financial Markets Conduct Act 2013. This policy
has been updated to reflect recent legislative changes. Air New Zealand has a policy on Continuous Disclosure requirements available at:
http://www.airnewzealand.co.nz/corporate-governance-policies.
• Gifts, Entertainment and Inducements
Air New Zealand has a gifts, entertainment and inducements policy governing the acceptance and reporting of benefits offered or given to
staff by third parties.
• Donations
The Air New Zealand Group has made donations totalling $58,944 in the financial year to 30 June 2016, including donations primarily
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 Financial Markets Conduct Act 2013, Air New Zealand maintains an interests register in which relevant transactions and
matters involving the directors and senior managers 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 ordinarily resident in New Zealand.
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 the Chief Executive Officer in turn, sub-delegates authority to the Chief Financial Officer, the Executive
management team and senior management. These delegated authorisation levels are subject to Board approval, internal and external audit.
Chairman
Mr Tony Carter has been an independent non-executive director since 1 December 2010 and 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 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 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.
Corporate Governance