Our business and affairs are managed under the direction of our Board of Directors. The board is currently comprised of six directors, four of whom are independent. Our Certificate of Incorporation, and bylaws (and in some cases, the New Zealand Stock Exchange listing rules) provide that:
- We must have a minimum of four directors and a maximum of seven directors, with at least two directors ordinarily resident in New Zealand and at least three independent directors;
- Any person appointed as a director to fill a casual vacancy must retire from office at the next annual meeting but will be eligible for re-election;
- Directors are assigned to one of three classes with one of the classes of directors standing for election by the stockholders at the Annual Meeting each year;
- The Board’s power to authorize payment of remuneration by us to a director in his or her capacity as a director is subject to prior approval by ordinary resolution of our shareholders;
- There are three Board Committees, namely, the Audit and Compliance Committee, Compensation Committee and Nominations Committee. Each Committee is comprised of members of the Board of Directors.
The Board meets regularly to direct management and will include sessions to consider the strategic direction and to review progress on our published projections and business plans. The specific responsibilities of the Board include:
- Working with management to set our strategic direction;
- Monitoring and working with management to direct our business and financial performance;
- Monitoring compliance and risk management;
- Selection of a CEO and election of other executive officers;
- Ensuring that effective disclosure policies and procedures are adopted.
The Board complies with the Company’s Code of Conduct.