Corporate Governance
Good corporate governance and transparency are fundamental to our values of integrity, professionalism and quality.
Corporate governance is an important focus of the board and we are committed to ensuring the company maintains ‘best practice’ corporate governance processes.
Click here to view PGC's Code of Ethics.
About the Board
The board of directors of Pyne Gould Corporation is elected by shareholders to direct and supervise the management of the company.
The board of directors is responsible for the management, supervision, direction and corporate governance of the company. The board establishes the company’s objectives, strategies and overall policy framework within which the business is conducted.
The board currently comprises five directors, being a non-executive Chairman, three non-executive directors.
The board has put in place a formal performance assessment procedure to assist it in ensuring that it has the right composition and appropriate skills, qualifications, experience and background to effectively govern the company and monitor performance in the interests of its shareholders. This procedure involves a review of the board, board committees and individual director performance on an annual basis.
The current members of the board of directors are Sam Maling (Chair), Jeff Greenslade (Managing Director), George Kerr, Bruce Irvine and Bryan Mogridge.
Click here to view PGC’s corporate governance code.
Click here to view PGC’s constitution.
Board Committees
The board has the following three permanently constituted committees to assist the board by working with management in specific areas of responsibility and then reporting their findings and recommendations to the board. Other ad hoc board committees are established for specific purposes from time to time.
Audit Committee
The role of the audit committee is to assist the board in:
- discharging its financial reporting and regulatory responsibilities;
- ensuring the ability and independence of the external auditor to carry out its statutory audit role
- maintaining effective internal audit and internal control systems.
The committee comprises a minimum of three independent directors, and the Chair is to be appointed by the board. The committee meets a minimum of four times each year. The Chief Executive Officer, the Chief Financial Officer and the internal and external auditors can attend by invitation of the Chair.
The current members of the audit committee are Bruce Irvine (Chair) and Sam Maling.
Click here to view PGC’s audit committee terms of reference.
Remuneration and Appointments Committee
The role of the remuneration and appointments committee is to:
- oversee a formal and transparent method of recommending director remuneration to shareholders;
- assist the board in establishing remuneration policies and practices for the company and in discharging its responsibilities for reviewing and setting the remuneration of the Chief Executive Officer and senior executives
- assist the board in reviewing the board’s composition and the competencies required of prospective directors; identifying prospective directors; develop succession plans for the board; and make recommendations to the board accordingly.
The committee comprises a minimum of three independent directors and the Managing Director. The committee meets at least four times per year. Independent external advisors or any member of the management team can attend by invitation of the Chair.
The current members of the remuneration and appointments committee are Sam Maling (Chair), George Kerr and Bryan Mogridge.
Click here to view the remuneration and appointments committee terms of reference.
Corporate Trust Board
Perpetual Trust has an independent corporate trust board established under the Trustee Companies Act. The responsibilities of this board are to discharge Perpetual Trust's fiduciary obligations and duties in respect of its corporate trust business.
These duties include:
- the acceptance of appointments as trustee or statutory supervisor for corporate trust clients;
- the performance of all duties and the exercise of discretions under those appointments
- overseeing corporate trust compliance monitoring processes and procedures.
The corporate trust board comprises independent members who are not directors of Pyne Gould Corporation or any of its subsidiary companies.
Current members of the corporate trust board are Keith Familton (Chairman), Euan Abernethy and Keith Rushbrook.
Organisational Structure
The day-to-day management of the company is delegated to the Chief Executive Officer of PGC and MARAC, and the Chief Executive Officer of Perpetual Asset Management. The board monitors and reviews management’s performance in carrying out this delegation.
Internal Financial Control and Risk Management
The board, advised by the audit committee, approves the company's system of internal control which includes clearly defined policies controlling treasury operations and risk management.
The Chief Financial Officer is responsible to the Chief Exectuive Officer for ensuring that all operations within the company adhere to the board-approved financial control policies.
The board participates in the development of strategic plans, approves budgets and monitors performance monthly.
The board ensures that recommendations made by the external auditors and other independent advisers are critically evaluated and applied where appropriate.
The board satisfies itself that adequate external insurance cover is in place, appropriate for the company's size and risk profile.
Statutory Compliance
The company’s business units operate in a strongly regulated environment. The board obtains regular reports from management and closely monitors the businesses to ensure compliance with all statutory obligations, including the NZX Listing Rules.
Communication with Shareholders
The board has a policy of a full and open communication to ensure that shareholders are kept informed of major developments affecting the company. Information is communicated to shareholders at the annual meeting, through the annual and interim reports, as well as by letters and newsletters throughout the year.
The board encourages full participation by shareholders at the Annual Meeting of the Company.
Code of Ethics
PGC is committed to acting with integrity and expects high standard of behaviour and accountability from its directors and staff..
Click here to view PGC's code of ethics.
Click here to view PGC’s share trading policy.
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