Text size:

Corporate Governance

The Board of Directors is responsible for the corporate governance of Heartland New Zealand Limited (HNZ). Corporate governance is the control of the business by the Directors, and accountability of the Directors to shareholders and other stakeholders for the performance and conduct of HNZ and HNZ's compliance with laws, standards and codes of practice.

Click here to view Heartland New Zealand Limited's Constitution.

About the Board

The Board of Directors (Board) of HNZ is elected by HNZ's shareholders to direct and supervise the management of the company. The Board establishes HNZ's objectives, strategies and overall policy framework within which the business is conducted.

The day to day management of HNZ is delegated to the Chief Executive Officer. The Board monitors and reviews management's performance in carrying out this delegation.

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 HNZ 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 Directors (and thus members of the Board) are Bruce Irvine (Chairperson), Jeff Greenslade (Managing Director), Graham Kennedy, Gary Leech, Christopher Mace and Geoffrey Ricketts.

Board Committees

The Board has the following 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; and
  • maintaining effective internal audit and internal control systems.

Click here to view the Audit Committee Charter.

Governance and Remuneration Committee

The role of the governance and remuneration committee is to:

  • oversee a formal and transparent method of recommending Director remuneration to HNZ's shareholders;
  • assist the Board in establishing remuneration policies and practices for HNZ 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.

Click here to view the Governance and Remuneration Committee Charter.

Risk Committee

The role of the risk committee is to assist the Board to formulate its risk appetite and understand the risk HNZ faces for each of credit, liquidity, market, insurance, operational and reputational risk.

Click here to view the Risk Committee Charter.

Code of Conduct

HNZ is committed to acting with integrity and requires Directors and staff to act based on the highest standards of ethical and professional conduct.

Click here to view Heartland New Zealand's Directors' Code of Conduct.

Click here to view Heartland New Zealand's Code of Conduct

Click here to view Heartland New Zealand's Securities Trading Policy.

Shareholder Relations

The Board has a policy of a full and open communication to ensure that HNZ's shareholders are kept informed of major developments affecting the company. Information is communicated to HNZ's shareholders at the annual meeting, through the annual and interim reports, as well as by letters and newsletters throughout the year.

Reports are in Adobe PDF format. To view these you will need the latest version of Adobe Acrobat Reader.