Page 74 - NZPM Annual Report 2020

Corporate

GOVERNANCE

NZPM Group Limited is a co-operative company, AUDIT AND RISK COMMITTEE
established in 1964.
The purpose of the Audit and Risk Committee is to
The NZPM Group board operates a formal corporate provide a forum for effective communication between
governance programme, which identifies the functions the board and the co-operative’s external auditors.
and accountabilities of the board, and prescribes The committee also provides advice, assurance and
the objectives and standards by which the board’s observations to the board relating to the effectiveness
performance is measured. The board is fully committed and adequacy of financial internal controls and risk
to excellence in corporate governance and maintains a management systems, processes and activities across
board charter. the NZPM Group. During the year, members of the Audit
and Risk Committee were Kathy Meads (Chair), Alister
BOARD COMPOSITION Lawrence (retired), Stu McIvor (retired), Peter Faul, Craig
McCord and Ngaire Mansfield.
There are currently seven directors, all of whom are
non–executive directors.
COMPLIANCE COMMITTEE
Five directors are elected by the shareholders with two The role of the Compliance Committee is to regularly
retiring by rotation each year. This year at the Annual review compliance with non-financial statutory
Meeting, John DeBernardo and Mark Whitehead retire and regulatory requirements. During the year, the
by rotation and being eligible, offer themselves for re- Compliance Committee was chaired by Alister
election.
Lawrence (retired) and Mark Whitehead. John
DeBernardo and John Leen were members of the
The board recently completed a comprehensive review
committee.
of its composition and structure and its operational
governance process with support from Westlake
Governance. The board has agreed its composition CONFLICTS COMMITTEE
should continue with our current number of five The Conflicts Committee reviews and approves a
elected directors, however, with only one appointed proposed external position or board appointment for
director (Kathy Meads). Incumbent appointed director, a director where a conflict could arise. Members of the
Ngaire Mansfield, will conclude her term at this years’ Conflicts Committee were John DeBernardo and Mark
Annual Meeting. The Board will continue to monitor Whitehead, with one other non-conflicted director
our ongoing capability to ensure the co-operative is appointed on an as-required basis.
provided with sound governance over the forthcoming
years with the capacity to add a second appointed HEALTH AND SAFETY COMMITTEE
director should specialist skills be required.
The Health and Safety Committee assists the
BOARD MEETINGS board fulfil its governance responsibilities to ensure
compliance with all legislative and regulatory
Ten board meetings were scheduled for the year with requirements, and to foster a good culture in relation to
an additional two meetings added on an “as required the health and safety practices of the NZPM Group.
basis” to facilitate additional matters. A table of
meetings attended is provided on page 75.

72
NZPM GROUP LIMITED ANNUAL REPORT 2020