Page 16 - 2021 NZPM Annual Report

Corporate Governance

Constitution update The committee is appointed by the board and comprises a
Our NZPM Co-operative Constitution was last updated in minimum of three directors, normally the Chair of the board,
2016. In early 2021 the committee sought advice from our the Chair of the Compliance Committee and the Chair of
legal advisors, Buddle Findlay and carried out a review the Audit and Risk Committee. If a member of the normal
of the Constitution. Buddle Findlay provided a range of committee is conflicted from undertaking their role on the
recommendations to clarify and update the Constitution to committee, that person is replaced by another director who is
ensure it remains both legally compliant and fit for purpose in not conflicted.
our current and future co-operative environment.
Meetings
The proposed changes include clarification of elected and During the year, no matters were notified that required the
appointed director terms, simplification of the director committee to meet.
election process, clarification of the options for electronic
voting and meetings, and removal of the mandatory director Use of company information
retirement age to comply with legislative requirements. During the year NZPM received no notice from the Directors
requesting to use company information received in their
In line with these recommendations, the directors will propose
a resolution to the 2021 Annual Meeting for consideration by capacity as directors, which would not otherwise have been
shareholders. available to them.
Interests register
CONFLICTS COMMITTEE A number of the directors and executives hold shares in
NZPM, and the board maintains an active interests register to
Highlights monitor those shareholding interests.

Maintained active Interests and Conflicts Registers for Directors J DeBernardo, P Faul, J Leen, C McCord, and M
the board and employees Whitehead are ordinary shareholders and directors of
companies which regularly trade with Plumbing World on
Members normal trading terms. J DeBernardo, P Faul, R Kidd, J Leen,
J DeBernardo (Committee Chair), J Leen, K Meads C McCord, and M Whitehead are Redeemable Preference
Shareholders, either through company or personal holdings.
Overview
The Conflicts Committee is a non-standing committee that Any changes to the directors and executives shareholding
operates on as-required basis to assist the board in reviewing in NZPM are reviewed and approved by the board in
and approving any proposed external position or governance conjunction with, and following the same policies and
appointment for a director or executive member, or where a protocols, as all other shareholder applications. The directors
conflict of interest could arise. and executives shareholding interests are set out in the table
below.

Shareholding interests
Redeemable
Ordinary Total
As at 31 March 2021 Preference
Shares Shareholding
Shares
Directors
John DeBernardo (Padova Properties Ltd and J DeBernardo) 10,000 373,573 383,573
Peter Faul (Advantage Plumbing & Drainage Ltd) 10,000 6,036 16,036
John Leen (John Leen Plumbing Ltd) 10,000 14,749 24,749
Craig McCord (Tauranga Hardware & Plumbing Ltd) 10,000 12,244 22,244
Mark Whitehead (Whitehead Plumbing & Gas Ltd and Scarborough Trust) 10,000 5,465 15,465
50,000 412,067 462,067

Executives
Rob Kidd (R Kidd) - 395,830 395,830

14 NZPM Group Limited