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Governance

Approach to corporate governance

The CentrePort Limited Board of Directors is committed to following best practice in governance policy and behaviour.

Our policies are tested against applicable standards in the NZX Corporate Governance Code. While the code is for listed public companies, our Board’s governance practices adhere to the standards where relevant.

In addition, CentrePort’s directors support the principles set out in the Code of Practice for Directors, issued by the Institute of Directors in New Zealand. While the code expresses principles rather than detailed behaviours, our directors undertake to follow the high standards of behaviour and accountability supported by the code.

Board of Directors

The Board is elected by shareholders. The Port Companies Act 1988 and the Companies Act 1993 govern the relationship between CentrePort Limited and its shareholders.

Centreport board members group photo

Left to right: John Monaghan, Nicki Crauford, Martin Lewington, Lachie Johnstone (Chair), Sophie Haslem, Kerrie-Lee Magill.

Executive Leadership Team

Derek Nind
Derek Nind
Chief Executive
Jason Sadler
Jason Sadler
Chief Financial Officer
Mark Thompson
Mark Thompson
General Manager Logistics
Murray Julian
Murray Julian
General Manager, People, Safety and Culture
Kieran Sweetman
Kieran Sweetman
General Manager Capital

Paul Terry
Paul Terry
General Manager
Infrastructure and Environment
Anthony Delaney
Anthony Delaney
General Manager Regeneration
Andrew Steele
Andrew Steele
General Manager Ferries and Bulk
Andrew Locke
Andrew Locke
General Manager, Commercial, Break Bulk Service
Stefan Reynolds
Stefan Reynolds
General Manager Container Services

Role and responsibilities of the Board

The Board has a statutory responsibility for the affairs and activities of CentrePort Limited and its subsidiary companies. To support the board in its responsibilities, the CE and management team at CentrePort carry out the day-to-day leadership and management of the company.

Key areas of responsibility that remain with the Board are:

  • setting the direction, strategies and performance benchmarks of the company.
  • monitoring progress and delivering results
  • approving strategies, business plans and budgets
  • monitoring compliance with statutory requirements
  • safeguarding and growing the value of CentrePort Limited’s assets.

Board composition

The Board continually reviews its size, composition and breadth of experience and expertise.

Procedures for the operation of the Group are governed by the company’s constitution. Under this constitution, the Board must consist of between six and nine directors.

Shareholders appoint directors by ordinary resolution or by written notice to the company, which must be signed by both shareholders in the company. Not more than two members or employees of the shareholders may hold office as directors.

Each year one-third of the Board membership is required to retire by rotation at the annual general meeting. The directors to retire are determined by their length of service in office since their last election or appointment. In addition, anyone who has been a director for more than three years is required to retire. Retired directors are eligible for re-election.

Conflicts of interest

Directors must declare any conflicts of interest that exist between their duty to CentrePort Limited and their personal interests. The company maintains an interests register detailing disclosures of any conflicts of interest.

This year directors disclosed where they had a conflict of interest with companies the Group carried out business with. Transactions with these companies took place under usual commercial terms and at arm’s length from the conflicted directors. Details of the specific interests that individual directors had in transactions were entered in the interests register.

Board meetings

The Board met eleven times during the year.

Directors receive papers and regular management reports for consideration in advance of meetings. They also have unrestricted access to company records and information.

Company executives are regularly involved in Board deliberations and directors have opportunities for contact with a wider group of employees, including visiting the Group’s operations.

Board committees

Three Board committees assist in the execution of the Board’s responsibilities, and each is subject to a defined charter:

  1. Audit and Risk Committee.
  2. Remuneration Committee.
  3. Health, Safety and Environmental Committee.

Other ad hoc committees are established as required. The committees have a number of scheduled meetings to achieve their charter objectives. The committees make recommendations to the Board and only exercise the Board’s decision-making powers when they have specific delegated powers to do so.

Audit and Risk Committee

Members as at 30 June 2021

S Haslem (Chair), L Johnstone and M Lewington.

Number of meetings held

This committee met five times during the year. The external auditors attended four meetings.

Principal function

The Audit and Risk Committee assists the Board in fulfilling its duties and responsibilities relating to:

  • Financial reporting and regulatory compliance.
  • Taking of any reasonable steps necessary to safeguard the Group’s assets, and to prevent and detect fraud and other irregularities.
  • Reviewing treasury risk management controls.

The Audit and Risk Committee assists the Board to fulfil the above responsibilities by:

  • Considering the adequacy of the form and content of published financial statements.
  • Determining whether accounting policies adopted by the Group are appropriate, consistently applied and adequately disclosed.
  • Ensuring that significant estimates and judgements made are reasonable and prudent, and that all applicable financial reporting standards have been followed.
  • Ensuring that the Group keeps proper accounting records that disclose, with reasonable accuracy, the financial position, results of operations and cash flows of the company and the Group.
  • Continually reviewing the effectiveness of the Group’s policies, practices, procedures and systems of internal control and risk management.
  • Meeting with the external auditors to:
    • discuss the adequacy of internal controls and any areas of concern
    • examine any recommendations made by the auditors for improvement.

Remuneration Committee

Members as at 30 June 2021

S Haslem (Chair), L Johnstone, N Crauford and K Magill.

Number of meetings held

This committee met five times during the year.

Principal function

The Board is responsible for:

  • Establishing and maintaining the integrity of remuneration practices in a way that supports the achievement of the company’s business goals.
  • Ensuring that remuneration practices at all times seek to improve the performance of individual employees, the organisation and the teams that comprise it.

The Remuneration Committee assists the Board to fulfil the above responsibilities by:

  • Reviewing the company’s remuneration policies and practices to ensure they develop, motivate and reinforce high levels of performance in a way that promotes the trust and understanding of the company’s employees.
  • Monitoring compliance with remuneration legislation and case law.
  • Reviewing with management the company’s performance review and incentive system.
  • Considering detailed recommendations for the remuneration of executive management to ensure they are appropriate.
  • Reviewing succession planning and talent management plans and staff engagement surveys.

Health, Safety and Environmental Committee

Members as at 30 June 2021

L Johnstone (Chair), J A Monaghan and K Magill.

Number of meetings held

This committee met five times during the year.

Principal function

The Board has ultimate accountability for ensuring, so far as is reasonably practicable, the health and safety of workers and others affected by CentrePort’s business and undertakings, and ensuring the company’s compliance with health, safety and environmental laws, regulations and ethics.

The Health, Safety and Environmental Committee assists the Board to fulfil these responsibilities by:

  • Monitoring compliance with the Board’s safety and environmental policies, health, safety and environmental legislation, and case law.
  • Reviewing with management:
    • the company’s hazard analysis and accident prevention systems
    • work practices, by visiting the Group’s operations to determine that work is conducted in a safe and hazard-free manner
    • the implementation of new systems and procedures to enable all activities to be carried out in a safe and environmentally responsible way
    • the implementation of the Group’s strategic objectives for quality as identified in the strategic plan.
  • Coordinating with other agencies, customers and stakeholders to monitor environmental and disaster risks, including ensuring appropriate emergency response plans.