SKELLERUP HOLDINGS LIMITED

Governance

The corporate governance practices adopted by the Company meet the requirements of the New Zealand Exchange’s Corporate Governance Best Practice Code.

The Board of Directors is committed to maintaining the highest standards of corporate governance.

A summary of the Role of the Board and Board Committees is shown below. The Board and Committee Charters, Code of Ethics Policy, Financial Products Trading Policy and Continuous Disclosure Policy are also available to download here.

Role of Board of Directors

The Board of Directors is elected by the Company’s shareholders to direct and supervise the management of the Company.

The Board’s role is to:

  • Establish the strategic direction and objectives of the Company;
  • Set the policy framework within which the Company will operate;
  • Appoint the Chief Executive Officer;
  • Delegate appropriate authority to the Chief Executive Officer for the day-to-day management of the Company;
  • Monitor performance of the Chief Executive Officer and the Board Committees on a regular basis; and
  • Approve the Company’s system of internal financial control; monitor and approve budgets; and monitor monthly financial performance.

Board Size and Structure

The Board is currently comprised of four non-executive Directors and one executive Director. Non-executive directors are selected to ensure that a broad range of skills and experience are available. One of the non-executive directors is appointed as Chairman.

Board procedures ensure that all Directors have the information needed to contribute to informed discussion on all monthly agenda items and effectively carry out their duties. Senior managers make direct presentations to the Board on a regular basis to give the Directors a broad understanding of management philosophies and capabilities.

Board Committees

The Board has three standing committees, described below. The Board regularly reviews the performance of the standing committees against written charters specific to each committee.

1. Audit and Risk Management Committee

This committee comprises three non-executive directors, one of whom is appointed as Chairman. The Chief Executive and the Chief Financial Officer attend meetings as ex-officio members; and the external auditors attend by invitation of the Chairman.

This Committee meets a minimum of four times each year.

Its responsibilities are to:

  • Ensure that the Company has adequate risk management controls in place;
  • Advise the Board on accounting policies, practices and disclosure;
  • Review the scope and outcome of the external audit;
  • Review the annual and half-yearly statements prior to approval by the Board; and
  • Review the Company's compliance programme with respect to health and safety legislation.

The Audit and Risk Management Committee reports the proceedings of each of its meetings to the full Board.

The current composition of the Committee is Elizabeth Coutts (Chair), Sir Selwyn Cushing, John Strowger and Dr Ian Parton.

2. Remuneration Committee

This Committee comprises three non-executive directors. It meets as required to:

  • Review the remuneration packages of the Chief Executive and Senior Managers; and
  • Make recommendations to shareholders in relation to non-executive director remuneration packages.

Remuneration packages are reviewed annually. Independent external surveys are used as a basis for establishing competitive packages.

The current composition of the Remuneration Committee is Sir Selwyn Cushing (Chairman), Elizabeth Coutts and Dr Ian Parton.

3. Board Nomination Committee

This Committee comprises two non-executive directors. It meets as required to recommend new appointments to the Board.

The current composition of the Board Nomination Committee is Sir Selwyn Cushing (Chairman) and Elizabeth Coutts.

Organisational Structure and Financial Reporting

The Board has delegated the management responsibilities of the Company to the Chief Executive Officer.

The financial progress of the Company’s two divisions is reported separately to the Board each month to enable divisional financial performance to be analysed prior to consolidation of the accounts.

Delegation of capital expenditure is limited and clearly defined with a Board-approved annual budget. This is monitored monthly.

Internal Financial Control and Risk Management

The Board, advised by the Audit and Risk Management Committee, approves the Company’s system of internal financial control. This system includes clearly defined policies controlling treasury operations and capital expenditure authorisation.

The Chief Financial Officer is responsible to the Chief Executive Officer for ensuring that all operations within the Company adhere to the Board-approved financial control policies.

The Board has established a framework for the relationship between the Company and the external auditor. This framework ensures that:

  • Recommendations made by the external auditor and other independent advisers are critically evaluated and, where appropriate, applied; and
  • The Company has defined policies and procedures in place as appropriate internal controls to manage risk effectively.

The Board has established a framework for the relationship between the Company and the external auditor. This framework ensures that:

  • Recommendations made by the external auditor and other independent advisors are critically evaluated and, where appropriate, applied; and
  • The Company has defined policies and procedures in place as appropriate internal controls to manage risk effectively.

The Board ensures that adequate external insurance cover is in place appropriate to the Company’s size and risk profile.

The Company has a risk register that identifies the key risks facing the business, and the status of initiatives implemented to manage them.

This risk register is reviewed and updated on a regular basis.

Shareholder Relations

The Board aims to ensure that shareholders are kept informed of major developments affecting the Company. Information is communicated to shareholders primarily through the annual and interim reports.

Any material affecting the Company during the intervening period is immediately reported to the New Zealand Stock Exchange under the ‘continuous disclosure’ regime.

The Board encourages shareholders to attend and participate fully at the Annual Meeting to ensure a high level of accountability.

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