Corporate Governance
Role of the Board | Board Membership | Directors' Shareholding | Audit & Risk Committee | Internal Financial Control | Risk Management and Compliance | Directors' and Officers' Insurance | Independent Professional Advice | Board Performance | The Role of Shareholders | Corporate Governance Best Practice Code | Code of Ethics | Infratil Constitution | Insider Trading Policy | Shareholder Communication
Role of the Board
The Board of Directors of Infratil is elected by the shareholders to supervise the management of the Company. The Board establishes the Company's objectives, overall policy framework within which the business of the Company is conducted and confirms strategies for achieving these objectives, monitors management's performance and ensures that procedures are in place to provide effective internal financial control. The day to day management responsibilities of the Company have been delegated to Morrison & Co Infrastructure Management Limited ("MCIM").
Board Membership
The Board currently comprises five non-executive Directors including the Chairman and one executive director.
In accordance with the Company's constitution one third, or the number nearest to one third, of the Directors (excluding any Director appointed since the previous annual meeting) retire by rotation at each annual meeting. The Directors to retire are those who have been longest in office since their last election.
Directors retiring by rotation may, if eligible, stand for re-election.
Directors' Shareholding
Under the constitution Directors are not required to hold shares in the Company. However, $10,000 of the directors fees for non-executive directors other than Duncan Saville are paid through the issue of shares to those Directors. All Directors (other than Mark Tume), either hold shares themselves or shares are held by organisations to which they are associated parties, in recognition of the benefits of aligning Directors' interests with those of shareholders.
Directors will not normally make investments in listed infrastructure or utilities securities in areas targeted by the Company.
Audit & Risk Committee
For the Audit and Risk Committee Charter please click here
The Board has established an Audit and Risk Committee comprising of two Directors, Mr M Tume (Chairman of the Audit & Risk Committee) and Mr D A R Newman with attendances by appropriate MCIM representatives.
The function of the Audit and Risk Committee is to oversee financial reporting, accounting policies, financial management, internal control systems, risk management system, systems for protecting assets and compliance. The Committee keeps under review the scope and results of audit work, its cost effectiveness and performance, independence and objectivity of the auditors. It also reviews the financial statements and the announcement to the New Zealand Exchange concerning financial results.
Internal Financial Control
The Board has overall responsibility for the Company's system of internal financial control. The Directors have established procedures and policies that are designed to provide effective internal financial control.
Annual budgets and long term strategic direction are agreed by the Board.
Financial statements are prepared monthly and reviewed by the Board throughout the year to monitor performance against budget targets and objectives.
Risk Management and Compliance
The Audit and Review Committee also has a function of reviewing management practices in relation to identification and management of significant business risk areas and regulatory compliance. Formal systems have been introduced for regular reporting to the Board on business risk and compliance matters.
Directors' and Officers' Insurance
The Company has arranged Directors' and Officers' liability insurance covering Directors acting on behalf of the Company. Cover is for damages, judgements, fines, penalities, legal costs, awarded and defence costs arisisng from wrongful acts committed while acting for the Company. The types of acts that are not covered are dishonest, fraudulent, malicious acts, or omissions, wilful breach of statute or regulations, or duty to the Company, improper use of information to the detriment of the Company or breach of professional duty.
Independent Professional Advice
With the approval of the Chairman, Directors are entitled to seek independent professional advice on any aspect of the Directors' duties, at the Company's expense.
Board Performance
The Board as a whole and individual directors are subject to a performance appraisal from time to time using a corporate governance best practice model. This appraisal is designed to measure performance through peer review and self assessment. The Chairman then initiates a review with each Director and a collective review of Board performance. Appropriate strategies for personal and collective improvement are then agreed and actioned.
The Role of Shareholders
The Board aims to ensure that shareholders are informed of all major developments affecting the Group's state of affairs. Information is communicated to shareholders in the annual report, interim report, two Infratil Updates, regular e-mail updates and media announcements. The Board encourages full participation of shareholders at the annual meeting to ensure a high level of accountability and identification with the Group's strategies and goals.
Corporate Governance Best Practice Code
For the Corporate Governance Code please click here
The Company supports the Corporate Governance Best Practice promulgated by the New Zealand Exchange. In a number of respects, the Company's practice differs from this Code. In particular, the Company has not established separate Director Nomination and Remuneration Committees. The Company considers that it is properly dealing with these issues at the full Board level.
Code of Ethics
- Introduction and Purpose
This Code of Ethics sets out the ethical and behavioural standards expected of Infratil's directors, officers and employees of its management company. - Conflicts of Interest
We have an obligation to ensure that our individual interests do not interfere, or appear to interfere, with the Company's interests.
We will not have any undisclosed and unapproved business relationships, including with suppliers, customers, shareholders, investee companies or competitors that might impair, or could be perceived to impair, the independence of any judgment that we may make on behalf of the Company.
We will not accept any bribe, gratuity or other inducements in the course of our business dealings on behalf of the Company. - Fair Dealing
We will deal honestly and fairly in all our dealings with Infratil's shareholders, professional advisors, and other stakeholders.
We will treat all colleagues with respect and dignity. - Use of Company Assets and Property
We will use our best endeavours to protect Infratil's assets and property from loss, damage, misuse, waste and theft.
We will only use Company assets and property in our control and care for the legitimate business purpose of the Company, and will not use that property for any other purpose, including for personal gain. - Use of Company Information
We will use Infratil corporate information gained during our relationship with the Company only in the best interests of the Company and not for personal gain. - Compliance with All Laws, Regulations and Rules
We will, at all times, act honestly and in good faith, and comply with all applicable laws including, legislation, regulations, local authority by-laws and Rules (including the NZX Listing Rules) and codes of practice in the countries in which the Company operates. - Compliance with Corporate Policies
We will at all times behave and conduct ourselves in a manner that is consistent with the values set out in this Code of Ethics, and will comply with all Corporate Policies adopted from time to time.
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