Board

Board

Our directors

We have seven directors on our board.

Alison Gerry

Alison Gerry

Jason Boyes

Jason Boyes

Andrew Clark

Andrew Clark

Paul Gough

Paul Gough

Kirsty Mactaggart

Kirsty Mactaggart

Peter Springford

Peter Springford

Anne Urlwin

Anne Urlwin

The board’s role

The board’s main role has two parts:

  • to approve and monitor the strategic direction that the manager, Morrison, recommends
  • to add long-term value to Infratil's shares by appropriately considering stakeholders’ interests

The board also:

  • sets objectives and overall policy framework for conducting our business, and approves the strategies for achieving these objectives
  • monitors our performance and ensures our internal procedures give effective financial control
  • approves all investments and divestments
  • approves capital management, capital structure, and risk management

The board’s role and responsibilities are set out in the board charter.

The board’s functions

In performing its role, the board carries out these functions:

Represents shareholders

Oversees the manager, Morrison & Co

Manages risks

Allocates capital

Ensures we follow laws and regulation

Ensures we keep shareholders informed

The board’s committees

The Board has three permanent committees. It may form other committees to make decisions efficiently, or when required by law.

Audit and Risk Committee

The committee’s purpose is to:

  • oversee financial reporting, accounting policies, financial management, internal control systems, and systems for protecting assets and compliance
  • review the scope and results of audit work, its cost effectiveness and performance, and the auditors’ independence and objectivity
  • review financial statements, and financial results released to the New Zealand and Australian stock exchanges (NZX and ASX)
  • receive regular reports from Morrison, including reports on financial and business performance, risk management, financial derivative exposures, and accounting and internal control matters

Four independent directors are on the committee:

  • Anne Urlwin — chair
  • Andrew Clark
  • Alison Gerry
  • Kirsty Mactaggart

The committee meets at least quarterly. The chair may also call a meeting if any committee member considers it necessary.

The Audit and Risk Committee’s charter (PDF) sets out the committee’s roles and responsibilities, and membership requirements.

Nomination and Remuneration Committee

The committee receives and reviews nominations for directors. If the committee finds the nominations suitable, they put the nominations to the annual meeting, as required by the constitution, relevant legislation, and listing rules.

The board must approve candidates for casual vacancies for directors. Shareholders then approve those directors at the next general meeting.

The committee’s purpose is to:

  • identify, consider and recommend directors to the Board
  • plan for succession of directors
  • make sure all directors have written agreements
  • ensure we have an induction programme for new directors
  • recommend directors’ salaries for shareholders to consider

Seven directors are on the committee:

  • Alison Gerry - chair
  • Jason Boyes
  • Andrew Clark
  • Paul Gough
  • Kirsty Mactaggart
  • Peter Springford
  • Anne Urlwin

The committee meets when necessary. The chair may call a meeting if any committee member considers it necessary.

The Nomination and Remuneration Committee’s charter (PDF) sets out the committee’s roles and responsibilities, and membership requirements.

Manager Engagement Committee

The committee’s purpose is to monitor Morrison performance and ensure it complies with the management agreement.

This committee also manages any potential conflicts between the interests of Infratil shareholders and Morrison. For example, a proposed investment joint venture between Infratil and other Morrison clients could create a conflict of interest when agreeing the terms of governance arrangements.

The Board realises that:

  • the interests of Infratil shareholders and Morrison may conflict
  • the Board must be aware of, and assess, possible conflicts between Infratil’s capital structure and strategies, and resulting potential Morrison revenue.

The committee may only be made up of independent directors, and must have at least three members. The current committee is made up of four members:

  • Kirsty Mactaggart — chair
  • Alison Gerry
  • Paul Gough
  • Peter Springford
  • Manager representatives do not attend committee meetings.

The committee meets at least twice a year. The chair may also call a meeting if any committee member considers it necessary.

The Manager Engagement Committee’s charter (PDF) sets out the committee's roles and responsibilities, and membership requirements.