About our board
The board is committed to its role in accordance with internationally accepted best practice, within the context of Infratil's businesses. Find out what the board does and who the directors are.
Our directors
We have seven directors on our board.
Alison Gerry
Chair and Independent Director
Jason Boyes
Non-Independent Director
Andrew Clark
Independent Director
Paul Gough
Independent Director
Kirsty Mactaggart
Independent Director
Peter Springford
Independent Director
Anne Urlwin
Independent Director
The board’s role
The board’s main role has two parts:
- to approve and monitor the strategic direction that the manager Morrison & Co 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:
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 & Co, 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
Two independent directors are on the committee:
- Alison Gerry - chair
- Paul Gough
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 & Co's performance and ensure it complies with the management agreement.
This committee also manages any potential conflicts between the interests of Infratil shareholders and Morrison & Co. For example, a proposed investment joint venture between Infratil and other Morrison & Co 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 & Co may conflict
- the Board must be aware of, and assess, possible conflicts between Infratil’s capital structure and strategies, and resulting potential Morrison & Co 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 six members:
- Kirsty Mactaggart — chair
- Andrew Clark
- Alison Gerry
- Paul Gough
- Peter Springford
- Anne Urlwin
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.
Our governance documents
You’ll find our constitution, management agreement, charters and policies below.
- Disclosure and Communications Policy, 2022 (PDF, 203.99KB)
- Diversity Policy, 2023 (PDF, 125.23KB)
- Ethics Policy and Code of Conduct, 2022 (PDF, 143.18KB)
- Financial Products Trading Policy, 2023 (PDF, 221.51KB)
- Privacy Policy, 2021 (PDF, 146.37KB)
- Remuneration Policy, 2023 (PDF, 105.14KB)
- Supplier Code of Conduct (PDF, 115.98KB)
- Modern slavery report 2022 financial year (PDF, 571.71KB)
- Modern slavery report 2021 financial year (PDF, 1.65MB)
- Modern slavery report 2020 financial year (PDF, 1.29MB)
- Modern slavery position statement, 2020 (PDF, 84.88KB)
- Climate statement 2023 (PDF, 203.23KB)
- Corporate governance statement, 2023 (PDF, 293.85KB)
- Fidato Review of Management Fee Structure November 2020 (PDF, 137.49KB)
- 2002 Infratil Notice of Meeting (PDF, 6.93MB)