The Board is committed to undertaking its role in accordance with internationally accepted best practice, within the context of Infratil's business. Infratil's corporate governance practices have been prepared with reference to the Financial Markets Authority's Corporate Governance Handbook, the requirements of the NZX Main Board Rules and the Recommendations of the NZX Corporate Governance Code 2017 ('NZX Code').
Corporate Governance Structure
The Board is elected by the shareholders with overall responsibility for governance of Infratil, while the day to day management of Infratil has been delegated to Morrison & Co. The respective roles of the Board and Morrison & Co within this corporate governance structure are summarised below.
Role of the Board
The primary role of the Board is to approve and monitor the strategic direction of Infratil recommended by Morrison & Co and all long-term value to Infratil's shares, having appropriate regard to the interests of all material stakeholders. In addition:
The Board’s role and responsibilities are set out in the Board Charter.
The Board has established four standing committees, and other communities may be formed when it is efficient or necessary to facilitate efficient decision-making or when required by law:
Audit and Risk Committee
The Board has established this Committee to oversee financial reporting, accounting policies, financial management, internal control systems, systems for protecting assets and compliance. The Committee also:
- keeps under review the scope and results of audit work, its cost effectiveness and performance and the independence and objectivity of the auditors;
- reviews the financial statements and the release to the NZX and ASX of financial results; and
- receives regular reports from Morrison & Co, including reports on financial and business performance, risk management, financial derivative exposures and accounting and internal control matters.
Manager representatives will attend meetings of the Committee as appropriate, at the invitation of the Committee.
The Committee will meet at least quarterly to fulfil its obligations. The Committee Chair may convene a meeting if he or she considers one is required, and will also convene a meeting upon request of any Committee member who considers it necessary.
The Committee's roles and responsibilities and membership requirements, are set out in the Audit and Risk Committee Charter.
Nomination and Remuneration Committee
The Board has established this Committee (which was formerly called the Board Nomination Committee) to manage the identification, consideration and recommendation of director appointments to the Board, succession planning for Directors, ensuring written agreements are in place for all Directors and the induction programme for new Directors. The Board has following the end of the Financial Year 2018, resolved to expand the mandate of this Committee to include recommending remuneration for directors for consideration by shareholders.
Nominations will be put to the annual meeting in accordance with Infratil's constitution and the relevant legislation and listing rules. The filling of casual vacancies must be approved by the Board, and then approved by the shareholders at the next general meeting.
The Committee will meet at least annually to fulfil its obligations. The Committee Chair may convene a meeting if he or she considers one is required, and will also convene a meeting upon request of any Committee member who considers it necessary.
The Committee's roles and responsibilities are set out in the Nomination and Remuneration Committee Charter.
Manager Engagement Committee
The Board recognises that the interests of Infratil shareholders and Morrison & Co have the potential to conflict, and that an important role of the Board is to be aware of and assess potential conflicts in relation to Infratil's capital structure and strategies adopted, and the resulting potential Morrison & Co revenues. Accordingly, the Board has following the end of the Financial Year 2018 . resolved to establish a Manager Engagement Committee to monitor Morrison & Co's performance and compliance with the Management Agreement
(previously the Board deal with these matters by a meeting of the independent Directors, without representatives of Morrison & Co present, as a standing item for regularly scheduled Board meetings). This Committee is also responsible for managing any potential conflicts between the interests of Infratil shareholders and Morrison & Co ( for instance, in agreeing the terms of governance arrangements for investment joint ventures with other Morrison & Co clients).
The Committee must comprise solely of independent Directors with a minimum of three members). The Committee currently comprises all five independent Directors. Manager representatives do not attend meetings of the Committee.
The Committee will meet at least biannually to fulfil its obligations. The Committee Chair may convene a meeting if he or she considers one is required, and will also convene a meeting upon request of any Committee member who considers it necessary.
The Committee's roles and responsibilities are set out in the Manager Engagement Committee Charter.
Infratil’s constitution, and each of the charters and policies follow below.
Infratil Executive Redeemable Share Scheme
In 2008, Infratil established the Infratil Executive Redeemable Share Scheme for the purpose of enabling selected executive officers and senior managers of the Company and participating subsidiaries of the Company, to participate in the future success of the Company and to incentivise their performance in a way which aligns with the creation of shareholder value by issuing them with non-voting redeemable ordinary shares in the Company.
The Infratil Executive Share Scheme combined prospectus and investment statement dated 21 November 2011 and an instrument to amend the prospectus dated 30 May 2016 have been registered with the Registrar of Financial Service Providers. The combined prospectus and investment statement, instrument to amend, and Infratil Limited’s financial statements can be found at www.business.govt.nz/companies. The combined prospectus and investment statement is also available here
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