Corporate governance
Guidelines
Air New Zealand's Board of Directors sets itself high standards of Corporate governance.
High standards of Corporate governance are achieved when individual Directors and the Board as a whole acts ethically and in a manner consistent with the values of the business. Honesty, integrity, experience, ideas, courage, sound judgement and common sense are the core qualities of directors that lead to good corporate governance.
Ensuring these characteristics are widely represented by the Board is the best way of providing a good corporate governance environment. While we accept that some measure of regulatory surveillance and process is necessary to validate the governance outcome, no legal or regulatory process will be a substitute for ensuring that directors and boards embrace the core values outlined above.
Corporate governance describes how a company looks after the interests of its shareholders. It is achieved by ensuring that appropriate checks and balances exist. At Air New Zealand, it is the way we do business.
Our committees
Air New Zealand has three operating board committees.
Each committee has a written charter that sets out its role and responsibilities, composition and manner in which it is to operate.
Committee members
- Health, Safety and Security Committee: Dean Bracewell (Chair), Dame Therese Walsh, Larry De Shon, Alison Gerry, Neal Barclay
- Audit and Risk Committee: Alison Gerry (Chair), Dame Therese Walsh, Claudia Batten, Laurissa Cooney, Neal Barclay
- People, Remuneration and Diversity Committee: Laurissa Cooney (Chair), Dame Therese Walsh, Dean Bracewell, Claudia Batten
Our Health, Safety & Security Committee
Health and safety is at the heart of our operations at Air New Zealand. This committee is focused on protecting the health, safety, and security of our people, our customers, and the stakeholders we work with.
Our Audit & Risk Committee
It's important for Air New Zealand to present a clear and transparent view of our operations. This committee helps the board to meet its responsibilities in relation to financial reporting, risk management, and compliance.
Our People, Remuneration & Diversity Committee
People are our biggest asset here at Air New Zealand. This committee is focused on designing incentive and remuneration plans, tracking employee sentiment, career progression, and wellbeing of our people.
Board Charter
This Board Charter sets out the authority, responsibilities, membership and operation of the Board of Directors of Air New Zealand Limited ("the Company").
The Board Charter is to be read in conjunction with the Company's Constitution.
Download the full Board Charter.
Independence of Directors
The Air New Zealand Board assesses each of its directors against specific criteria consistent with the NZX Listing Rule requirements to determine whether they are in a position to exercise independent judgement. For details, see the Board Charter document above.
An independent director is one whom the Board affirmatively determines has no material relationship with Air New Zealand (either directly or as a partner, a substantial security holder or officer of an organisation that has a relationship with the Company) that could reasonably influence their judgement and decision making as a director. Directors are required to notify the Board of all relevant information which may affect their independence.
A majority of directors of Air New Zealand's Board and Audit Committee are independent directors, including the Chairman.
Nomination and selection procedures
The Board is responsible for filling vacancies on the Board that may occur between annual meetings. In considering potential directors to recommend to shareholders, the Board seeks to identify candidates with appropriate skills, knowledge and experience to contribute to effective direction of the Company, who can exercise an independent and informed judgement on matters which come to the Board and who are free of any business or other relationship that may interfere with the exercise of that individual judgement.
The Chairman and Deputy Chairman are selected by the full Board.