Corporate Governance

Board Responsibility

The Board of Directors is responsible for the proper direction and control of the Company’s activities including maintaining adequate accounting records, the provision of sufficient resources for the ongoing operation of the Company, identification and control of the Company’s business risks, and ensuring compliance with all applicable legislative requirements.

Whilst the Board retains overall responsibility for the control of the Company’s activities, it has delegated authority for management of the Company to the Chief Executive Officer and Company Officers. An internal control structure containing written procedures, policies and guidelines, and organisational structures are in place to maintain the reliability of the financial statements of the Company. The Company acknowledges, however, that it is not possible to maintain an effective internal control system that would guarantee to preclude all errors and irregularities.

Code of Ethics

The Company has adopted policies to ensure it maintains high standards of performance and behaviour when dealing with the Company’s customers, suppliers, shareholders and staff. Specific policies are in place relating to the environment, Privacy Act requirements, confidentiality of the Company information, complaints from shareholders and trading of the Company’s securities.

Risk Management

The Company has in place a risk management plan to identify and address areas of significant business risk. The Company maintains insurance policies that it considers adequate to meet the insurable risks of the Company and Group. Exposure to any foreign exchange and interest rate risks is managed in accordance with the policy approved by the Directors and implemented by staff. Any derivative instruments used are purely to manage interest rate risks and not for speculative purposes. A specific revenue protection plan is in place to identify potential causes of revenue loss and to ensure that controls are in place to protect against these losses.

Health and Safety

The Company operates a Health and Safety Committee to monitor and review compliance with the Company’s occupation health and safety policies and procedures. A monthly report is made to the Board on health and safety matters.

Continuous Disclosure Obligations

Continuous disclosure obligations of NZX require all listed companies to advise the market about any material events and developments as soon as the company becomes aware of them. The Company has policies and a monitoring programme in place to ensure that it complies with these obligations on an on-going basis.

NZX Corporate Governance Best Practice Code

The Company is committed to conform where practicable to the NZX Corporate Governance Best Practise Code. The Board does not comply with the Code in the following areas. It does not have a separate nomination committee for appointments to the Board, nor does it have a separate remuneration committee for Director and Chief Executive Officer remuneration. The Board is constrained by size in this regard and these functions are carried out by the Board as a whole. The NZX code recognises that Board size may be a factor in the practicality of the establishment of such committees.

The Directors have a formal procedure to regularly assess individual and Board performance.

The corporate governance policies, practices and processes followed by the Board are set out in the documents listed below: