Air New Zealand 2016 Annual Report Download - page 51

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49
AIR NEW ZEALAND GROUP
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 Health, Safety and Security Committee, the Audit Committee, the People
Remuneration and Diversity Committee and the Funding Committee.
Health, Safety and Security Committee
The purpose of the Health, Safety and Security Committee is to ensure that at all times, the Company has effective systems and processes
in operation to ensure and assure the best practicable operational and occupational health, safety and security of its staff, contractors and
customers associated with and potentially affected by its business undertakings.
• The Chairman of the Health, Safety and Security Committee is an independent non-executive director. Information on the current
independent Non-Executive Directors and the Committee Charter can be found at: http://www.airnewzealand.co.nz/board-committees.
• The Health, Safety and Security Committee ensures and assures that, at all times, Air New Zealand has workable and effective systems
and processes in place to provide the best practicable health, safety and security of those associated with and potentially impacted by its
business undertakings.
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 four 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 2016.
• The Audit Committee liaises with the Auditor General on the appointment and re-appointment of the external auditors, to ensure the
independence of the external auditor is maintained, and to approve 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 monitors issues related to management structure, diversity and remuneration of the
Chief Executive Officer and other Senior Executives*.
Funding Committee
• The Funding Committee was established in November 2015 to review and advise the Board in relation to an annual debt plan and
to deal on an ad hoc basis with delegated administrative approvals of transactions within the scope of the debt plan. The Committee
consists of three members who meet as required in person or by electronic communication to ensure efficient processing of authorised
transactions. No Committee fees are paid in respect of this Committee. The Committee Charter can be found at:
http://www.airnewzealand.co.nz/board-committees.
Board and Committee meetings held 1 July 2015 – 30 June 2016.
Board Audit Committee People Remuneration and
Diversity Committee
Health, Safety and
Security Committee
Meetings Held1 Attended Meetings Held1Attended Meetings Held1Attended Meetings Held1Attended
Tony Carter 15 15 5 5 7 7 4 4
Jan Dawson 15 14 5 5 7 7
Paul Bingham 15 14 4 4
Roger France215 3
Rob Jager 15 13 4 4
Linda Jenkinson 15 15
Jonathan Mason 15 15 5 5 7 7
Therese Walsh315 3 5 1
1. These columns indicate the number of meetings held during the period 1 July 2015 – 30 June 2016.
2. Resigned as a director on 8 October 2015.
3. Appointed 1 May 2016.
*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.
Corporate Governance (continued)