OCTOBER/NOVEMBER 2015 woman VicePresident Liz Coutts–the IoD’s first board PICK UP THEPICK PACE UP BUILDING CODE CRACKING THE SME reward for directors? now risk Does outweigh ACT BALANCING s – HOW TO TO HOW – Introducing IoD Member 7000

practices go rural Corporate business

room Magazine of the Institute of Directors in New Zealand of in Magazine Institute of the Directors Opportunities for directors Ten pointsto ensure health and safety andsafety health

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8 Does risk now outweigh reward for directors? 13 Reading the future 14 A spur for growth 18 Conflict and the boardroom 20 Mover and shaker 23 Māori solution to the health and safety challenge 8 Does risk now outweigh reward? 24 Keeping it in the family Katherine Robinson canvases opinions on whether 26 Ten tips for directors on directors’ fees still measure up. the new health and safety regime 28 Unaffordable housing – why this is a business issue 29 Making it official 30 Pitch perfect 30 Funding for growth 31 Perspectives 32 Strengthening the code 34 Property risks and liabilities 36 A new route to professionalism 41 Astute in governance 18 Conflict and the boardroom INSIDE IoD A good discussion engages different viewpoints – 5 CEO Report but what happens when there is too much divergence? 6 Upfront 31 Governance Leadership Centre (GLC) update 42 Branch Events 44 Branch News

Institute of Directors in New Zealand (Inc) Mezzanine Floor, 50 Customhouse Quay PO Box 25253, Wellington 6146 14 A spur for growth New Zealand The difference between tel: 04 499 0076 20 Mover and shaker a lifestyle business fax: 04 499 9488 Meet Michelle Teirney – and a business can email: [email protected] the IoD’s 7000th member. be its governance. www.iod.org.nz HNZ1520 Boardroom Magazine Advert_297x210 FA.indd 1 6/08/15 10:25 AM BOARDROOM | 5

CEO REPORT

Changing gears

Volkswagen is the talk of the international Leading Directors’ Forum last month. Jan Hamby’s role for most of her 32- governance community at present Other speakers included Derek Handley, year military career was protecting the with good reason. “The governance Dr Robert Kay, Nestlé Australia US Navy cyber networks. Her advice of Volkswagen was a breeding ground Chairman Elizabeth Proust and ex- for organisations looking to defend for scandal,” said Professor Charles US Rear Admiral Jan Hamby. Held in themselves from cyber attack is simple M Elson, of the Center for Corporate Auckland, the forum drew senior and but incisive. She says that you need to Governance at the University of Delaware, distinguished IoD directors to a two- understand what your digital assets are while the New York Times quotes a VW day event aimed at stimulating fresh first because if you don’t understand executive who cited the company’s “… thinking on issues in governance. that then you have no foundation to isolation, its clannish board and a protect your cyber infrastructure. Entrepreneur Derek Handley discussed deep-rooted hostility to environmental socially conscious business and However her message for the forum was regulations among its engineers.” generational differences in the way timeless. She said that the foundation There are other signals things were amiss consumers think and purchase. The for leadership lay in conducting oneself at Volkswagen. Board composition was millennial generation seek a connection with integrity and with a strong ethic. questioned when the former chair’s to corporate values and authenticity, and In a fast-paced world, the essence of wife, Ursula Piech, was appointed to are likely to quickly dump corporates that leadership in governance is unchanged. the supervisory board. As with many do not live up to marketing promises. other corporate crises, the roots of MILESTONES the problem may beat a well-trodden Change is the only constant as we live in Since the last issue of boardroom, the IoD path back to the role of governance. a world where information is generated, has passed two major milestones. The first stored, shared, protected and turned being that we are now into our second year THINKING DIFFERENTLY into products and services. Individuals of the Chartered Membership pathway. High volumes of insect protein could well have unprecedented power to challenge This transformed the IoD from membership feature in your diet very soon. Insects are governments and corporations. The entity to professional body. Much has a key source of nutrition, delivering more internet puts strangers into each other’s already been achieved in establishing high-quality protein, vitamins and amino homes and cars, and the 24-hour news Chartered Membership and we expect acids than beef or lamb. Crickets need cycle rolls on. More people can see great things to grow out of its foundations. six times less feed than cattle and emit you and critique you or your business The second milestone is that IoD fewer greenhouse gases. Insect protein more publicly than at any other time. membership now numbers over 7000. can be reconstituted to look like energy We risk developing a reactive culture We are pleased that so many members bars to overcome market prejudices. where the urgent overwhelms the have committed to being a part of the According to KPMG’s Head of Agribusiness important. But there’s a nascent organisation and clearly value the services, Ian Proudfoot, the answer to the problem sense that people may seek their own resources and sense of being part of the of feeding the planet sustainably equilibrium in response to this. I notice governance community that we provide. could lie in farming ‘mini livestock’. it as some of my contemporaries shape We value our membership and take pride Ian was one of a line-up of presenters their working hours to work for them in your continued support. offering bold and innovative solutions or consciously and deliberately limit to topical issues at the IoD’s inaugural their availability at certain times.

HNZ1520 Boardroom Magazine Advert_297x210 FA.indd 1 6/08/15 10:25 AM 6 | BOARDROOM

Upfront

MOVING ON The IoD – now

The IoD congratulates the following members on these board appointments: over 7000! Those of you who follow the IoD by Anita Killeen has been appointed Chartered Fellow Richard Janes has Numbers section (below) will have Deputy Chair of the Auckland been appointed as a director of Ngai spotted that the IoD has passed a Regional Amenities Funding Board. Tahu Seafood. milestone, surpassing 7000 members. We thank you for your continued Chartered Member Graham Shaw has Chartered Fellow Sarah Smith has been support and commitment to sound been named a director of RightWay. appointed chair of Ngai Tahu Tourism. governance, and promise to continue to deliver value to our membership through events, services and resources. Chartered Fellow Sir John Anderson has Associate Member Kereyn Smith has been appointed chair of New Zealand been elected Vice-President of the To read about member 7000, Asset Management (NZAM). Commonwealth Games Federation board. Michelle Teirney, turn to page 20.

Chartered Member Sir Ralph Norris Member Dr Alan Jackson was Get Chartered – is the new chair of Contact Energy. appointed to the board of New Zealand Thoroughbred Racing. your goal for 2016 Chartered Membership demonstrates Chartered Member Alison Gerry has been skill, knowledge and commitment to appointed a director of Vero Insurance The board of HoneyLab has appointed your role as a director. If you have been New Zealand Ltd, Vero Liability Member Dr Ian Boddy. thinking about taking this important step Insurance Ltd and Asteron Life Ltd. up, now’s the time to plan ahead. For Spotlight Reporting has appointed inspiration and information from three Member Geoff Annals has been elected Chartered Member Graham Shaw. recently Chartered Members, see p33. chair of the Health Funds Association. Chartered Member Helen Cull QC has In Sympathy Member Mark Rushworth has been been reappointed Chief Commissioner The IoD offers its sympathy to the family appointed a director of Freightways. and Chartered Member Stephen and friends of Distinguished Fellow Rex Davies Howard has been appointed Loach, who died on 24 August. A strong Commissioner of the Transport Chartered Member Emma Hill has been supporter of the IoD, he was well- Accident Investigation Commission appointed chair of Michael Hill Jewellers. respected, particularly by those who knew him through the Nelson Marlborough branch. Rex had a long governance career, Chartered Fellow Adrienne Young- including chairmanship of the Airways Cooper has been appointed chair of Corporation of New Zealand, New Zealand Housing New Zealand Corporation. Motor Bodies/Coachwork Limited, and Trans West Freighters Limited. He was Chartered Fellow Susan Paterson has also a director on the boards of Newmans been appointed to the board of SKY. Ltd, Milburn and the Cawthron Institute. BOARDROOM | 7

Auckland Airport TERTIARY EDUCATION APPOINTMENTS proud to support Chartered Fellow Ian Fitzgerald, Chartered Member Sir Ralph Future Directors Chartered Member Mike Pohio Norris, and Members Michael and Member Simon Graafhuis Daniell and Peter Kiely have The Chair of Auckland International Airport, Sir Henry van have been reappointed to the been reappointed to the der Heyden, said that the airport was proud to appoint University of Waikato Council. University of Auckland Council. Nicola Greer, a director of Heartland Bank, as their latest Future Director. Member Sarah Brown has been Chartered Fellow Helen Anderson, The airport has a history of supporting the programme, reappointed chair of the Southern Chartered Member Michael Ahie appointing New Zealand’s first Future Director, Sheridan Institute of Technology. and Member Ben Vanderkolk Broadbent, to the board in 2013. “Auckland Airport’s have been reappointed to the ongoing participation in the programme helps to promote Massey University Council. diversity of leadership and the development of governance Chartered Member Dianne talent. The board looks forward to Nicola joining our Kidd has been reappointed discussions over the next 12 months,” says Sir Henry. deputy chair of Unitec.

Now into its third year, the Future Directors programme seeks to identify talented young New Zealanders with the potential to become directors, providing them Professional development with opportunities to observe and participate in boardroom discussions. – now’s the time There are places available on some 2015 Director Development For more details and to register your application, courses. You’ll need to be quick, but check out availability visit futuredirectors.co.nz on the Director Development section of iod.org.nz

IoD BY NUMBERS* 7159 806 1017 26.3% 100% members at 28 members Canterbury Branch women members of participants would September under 40 members recommend Leading Through a Media Crisis

directorRem Found the right director? Make sure you keep them. Are your fees right for attracting, motivating, and retaining top directors? Do you have the best people who can drive growth and performance for your organisation? With increasing demands being placed on directors to perform, it is important that the reward is appropriate for the risks and requirements of the role. We can help you set the right fees for your directors with our DirectorRem tailored benchmarking services. We offer a range of services suited to your needs and budget.

Call us to discuss on 04 499 0076 or email [email protected] iod.org.nz IOD14004/1

* Correct at time of publication Does risk now outweigh reward for directors? The 2015 IoD Directors’ Fees Report recently showed that while median workloads had spiralled upwards, median directors’ fees had remained relatively flat. Is there now too much risk and too little reward for directors of New Zealand companies? By Katherine Robinson. BOARDROOM | 9

“If you are running a company that handles dangerous chemicals, you have a different risk profile to one that has 100 people using computers.”

“I was recently talking to a partner in She agrees that money is not always Kelly says that in her experience, most a firm who was looking to retire soon, the main attraction for entering a directors have clear expectations and I asked if he would be interested governance career – but it does play about the risks, responsibilities and the in a governance role. His response a part. Fees are also a factor when workload involved in a board position. was that there was no money in it and experienced directors weigh up whether However, the sense that the risk/reward there was huge risk, particularly with or not to take on a new directorship. equation might be out of kilter is borne the new health and safety legislation,” “People will often say, ‘I have a full portfolio out by the recent IoD Directors’ Fees says Jo Baxter, Associate Partner at at the moment but could drop a role, Report. Only half of those surveyed said executive search firm Hobson Leavy. what is the fee?’ It’s unlikely that they they were satisfied with their level of Jo says that while current directors are still will drop a well-paid directorship for one remuneration. According to the report, seeking governance roles, directorships that pays considerably less,” she says. the median fee for a director is $37,000, an increase of 4 per cent from 2014. are not as attractive to some candidates However, IoD Board Services Advisor Kelly Whereas 88 per cent of those surveyed who might have once put themselves McGregor says that how a role will fit a said they had noticed a median increase forward for a seat on the board. director’s portfolio is also important. of 41 per cent in their workload. “We find good people to fill the positions, “As an example, I approached a director To give a global context, New Zealand- but we do challenge ourselves to find about a public sector role, but she already owned companies pay directors on average people that our clients haven’t heard of had public sector experience and wanted 63 per cent less than overseas-owned before. We find that we are not touching to expand into the private sector. Although companies operating in New Zealand. those people who have not already tempted, she was thinking long-term and committed to a career path in governance knew that at this stage of her career, she “Many variables need to be considered because the risk has increased but not the needed to focus on finding a commercial when determining a fair and reasonable fee. fees,” say Jo. role to balance her experience. Directors play a central role in the economic

Illustration Kelsey O’Hagan 10 | BOARDROOM

health of our country. Businesses and the want to see an alignment between this economy are founded on confidence, and “I don’t think the and some kind of step-change, such directors give investors that confidence. director’s job description as the Health and Safety at Work Act. My concern is that if the gap grows, there But we would expect a rise in fees in is a risk that quality directors won’t be has changed. If you recognition of this to be a one-off with interested in serving on New Zealand boards. talk to directors, modest yearly increases thereafter. That’s not about being greedy, it’s about a some say that it’s a “Shareholders are reasonably realistic. fair reward,” says IoD CEO Simon Arcus. There is an acceptance among them now question of reading that in some areas boards have to deal SUBTLE INCREASES the job description with increasing complexity. The level of As a senior director with many years of active oversight required of directors governance experience, Warren Larsen and following it.” is perhaps more intense than it was in agrees that the demands on directors have the past. But there are varying levels of grown significantly since he first took on a who make a real difference on the team. complexity, particularly regarding health governance role. It will become increasingly difficult to and safety. If you are running a company “I’d say that the workload has progressively get some of those people on your board that handles dangerous chemicals, you increased, and it is made even more unless shareholders are prepared to pay have a different risk profile to one that has significant by the Health and Safety at more in relation to the tasks undertaken. 100 people using computers,” he says. Ultimately, the market will be the key Work Act. Directors can see more potential “The size of a company also has a bearing on factor in determining fees,” he says. liabilities as a consequence of that and fees because they have the most amount of boardrooms have already been working Currently, directors’ fees are approved by money at risk, therefore they will be seeking hard to ensure that they meet potential the company’s shareholders as a total pool the most experienced directors, and will requirements. I can understand that that is split between the board. Usually, be prepared to pay the highest price.” people are reluctant to take on governance the chair receives twice the directors’ fee He adds that there are some instances roles when they weigh up the liabilities and a larger share is also allocated to the where having the right faces on the against payment.” chair of the audit and risk committee. board has made such a vast difference He believes that the workload has to the company that the directors could REVIEW THE FEES POOL also subtly increased in other areas, have named their price for their input When it comes to calculating the pool particularly in relation to financial matters. from the investors’ point of view. of fees, Warren is a strong advocate of Warren chairs CentrePort and is a regular board reviews and adjustments But what happens when the picture is past director of Landcorp and Air New to the fees to keep pace with the market. not so rosy? There is a school of thought Zealand, where he chaired the board’s that directors work their hardest and “Every three to five years there should safety committee. earn every dollar of their fees when be a very thorough review of the whole a company is either in a high-growth He says that risk, in terms of health and range of activities undertaken by the phase or experiencing a downturn. John safety, will always be a factor in any board in relation to remuneration. says the Shareholders’ Association business or organisation no matter how Once you have done that, it’s worth recommends directors taking some stringently health and safety practices carrying out annual reviews, such as shares in the company as part payment. are followed. that provided by IoD’s DirectorRem service – which is excellent – to tell you “We would say that there needs to be “People do things in organisations what has happened in the last year. an adequate base fee, but it’s good to that you just can’t explain or legislate have an extra bit of skin in the game against. Accidents occur despite the “It’s far better to have small adjustments – if there is profit or a downturn then best documentation and the best with remuneration than to have a wide everyone will share in it,” he says. effort to implement good health gulf as shareholders will start to ask and safety practices,” he says. why there is a jump upwards, and it can WHAT’S IN THE JOB DESCRIPTION? get rather emotional,” says Warren. He predicts that the increasing IoD Director Development facilitator liabilities and growing workload will John Hawkins, Chair of the New Zealand and Chair of Careerforce Richard make directors more careful about Shareholders’ Association, agrees. Westlake takes a different tack on taking on too many directorships, and how increasing risk and compliance “Generally, the only time you get a they will limit themselves to only is affecting a director’s role. demand for a large hike in fees will be undertaking a few select roles. from companies that have let themselves Richard, who is also a director of the “This will be reflected in the market for slide too far behind in review. If boards Dairy Goat Co-operative, and RCBC highly competent, experienced directors seek a large increase, shareholders will Bank in the Philippines, says, “If you BOARDROOM | 11

PAY THE RIGHT FEES The director’s role has become increasingly challenging. were doing your job properly ten years “In terms of health and safety, this Remuneration needs to be set at ago then you probably don’t need to means that they should get out of the the right level to attract and retain lose sleep about doing your job now. If boardroom and walk around the site talented directors who will be able you weren’t doing your job properly ten and take the pulse of the culture. They to drive growth and performance years ago, then there probably wasn’t should ask themselves what are the for your organisation. a lot of downside to it. But now you are practices and the attitudes, what are DirectorRem services can provide far more likely to be found out as there the procedures and the processes. You tailored benchmarking analysis need to be able to demonstrate that is greater scrutiny and transparency.” of fees or you can consult the board’s taking an active interest.” Having said that, Richard acknowledges DirectorRem SnapShot for an that directors have had to put in more He sees the greater danger lying in boards current picture of fees in the hours in recent years, and there is more becoming so focused on compliance market in which you operate. that they become fearful of taking the of an expectation that they should have For a current overview of directors’ risks with the company which will allow operational knowledge, particularly fees, you can order your copy of the it to grow and thrive. “We don’t want around health and safety. It’s no longer 2015 IoD Directors’ Fees Report. adequate for directors to accept the word to forget why we are there,” he says. The IoD maintains New Zealand’s of management – they have to dig deeper. “We provide staff with a healthy and safe largest database of independent workplace and then we should say ‘go for “But the principles don’t change – directors directors. DirectorSearch can it’. We don’t stop playing rugby because it still identify, assess and oversee help you recruit the best people is a dangerous sport. We make sure people management of risk. It’s been a long-term by searching this database and have done the coaching courses or are principle that directors must maintain matching individuals’ skills and scrummaging properly, and that there is an active interest. I don’t think the experience with just what you’re padding around the base of the goal posts – director’s job description has changed looking for. but we still play.” significantly. If you talk to directors, For IoD’s Board Services, some say it’s a question of reading visit iod.org.nz the job description and following it.

3 CPD POINTS Directors’ and officers’ insurance New course to launch programme As a director of a New Zealand company, you are for the personally liable for potential compensation, fines and legal costs. It is vital that you have a new year thorough understanding of your liabilities and of We are pleased to present your copy of the 2016 Director Development directors’ and officers’ insurance (D&O insurance). brochure with this issue of boardroom. Designed for directors at all levels of Continuing professional development is vital for staying current, experience, this online module will assist improving skills and building your knowledge base. We invite you to you in understanding your liabilities, giving look through the courses available – all have been classified clearly an outline of D&O insurance, the typical so you will be able to find a course to suit your needs. Fundamentals components of a policy and how to evaluate your are designed to support you at each stage of your development as own cover needs. It also clarifies the board’s a director – from new or aspiring through to a role as chair. Focused liability cover and the claims processes. courses fulfil your topical learning needs. Experienced directors should Launching on 26 October, the online module check out the Experienced MasterClass Series – created so you can should take 30-60 minutes to complete and can connect and engage with your peers as well as build your skill-set. be done at any time. In 2016, selected learning options will be offered at special earlybird To register visit iod.org.nz rates. To register, visit iod.org.nz IN BRIEF Liz Coutts is currently Chairman of Oceania Healthcare Limited, Urwin & Co Limited, a director of EBOS Group Limited, Ports of Auckland Limited, Skellerup Holdings Limited, Yellow Pages Group, Sanford Limited and Tennis Auckland Region Inc. She is also chair of the Inland Revenue Risk and Assurance Committee and a member of the Marsh Advisory Board.

Liz has previously chaired Meritec Group Limited, Industrial Research Limited and Life Pharmacy. She was Deputy Chairman of the Public Trust and a commissioner of both the Commerce Commission and the Earthquake Commission. She has also been a director of the Health Funding Authority, PHARMAC, Air New Zealand, Sport and Recreation New Zealand, Trust Bank New Zealand; and a member of both the Financial Reporting Standards Board of the New Zealand Institute of Chartered Accountants and the Monetary Policy Committee of the Reserve Bank of New Zealand.

She has a Bachelor of Management Studies from Waikato University. BOARDROOM | 13

Reading the future The IoD’s first woman vice president and one of New Zealand’s most respected directors, Liz Coutts brings years of governance experience to the role. When asked what she thinks is the greatest challenge for directors, she has a ready answer. By Katherine Robinson

“I always think the greatest challenge is Group, which had been one of NZ’s largest predicting the future. It’s always on our private companies two years earlier. She “The more you do, minds as directors,” says Liz. has thrived on the variety and complexity the more you learn, offered by governance; subsequent Most directors would agree that being directorships included boards as diverse as and the better able to take the long view is the most Air New Zealand, PHARMAC, Ravensdown demanding part of their job description. Liz you get at it.” Fertiliser Cooperative, the Health Funding says she tries to bring the future into focus Authority and the Earthquake Commission. by reading widely and networking to get as broad a range of perspectives as possible. In 2002, an article in Management from a number of experiences. Age isn’t magazine called Liz “one of New Zealand’s “I find it also helps having a variety of necessarily a measure of wisdom and least exposed but most successful governance roles, as it gives insights judgement as some people have already business women.” Ten years later, an into what is happening in different sectors. had a lot of experience at a very young independent study named her as one of Although people talk about the rapid age. The more you do, the more you the country’s 17 most influential directors. pace of change now, this has always learn, and the better you get at it.” been with us.” A quiet achiever, but one senses, She supports greater diversity on boards in someone who can be very persuasive, A Chartered Fellow of the IoD and an the sense of including different views and she puts her success down to hard work IoD councillor for the last two years, Liz a variety of perspectives around the board and being well-prepared. “I am also currently chairs the boards of Oceania table rather than focusing on gender. “You reasonably calm and very respectful Healthcare Ltd, Urwin & Co Ltd and Inland look at the skills and experiences you want of others’ opinions,” she says. Revenue’s Risk and Assurance Committee. on a particular board – that’s the main Current directorships include EBOS Liz also makes a point of acknowledging criteria. It’s the same for women and men.” Group Ltd, Ports of Auckland, Skellerup how much she has been able to learn Delighted to be elected IoD Vice President, Holdings Ltd, Yellow Pages Group, Sanford from other directors, including Sir Liz has a clear vision of how the IoD Ltd and Tennis Auckland Region Inc. Selwyn Cushing and the late Sir Richard should develop and sees the Chartered Carter, who were chairmen of Carter Holt “Managing the diary can sometimes be Membership pathway as a vital step in Harvey when she was Chief Executive of challenging but I have been doing this its growth. Caxton. Other distinguished directors for a long time. You become able to she has worked with – and learned from “I see the IoD as a professional organisation prioritise and work out what’s urgent – include Jeff Todd and Sir John Wells. that will offer the right training and and non-urgent. Some directors are guidance for directors, and is well- very good at reading a page quickly and “I think that I have been absolutely respected by stakeholders and members. picking up the key issues. It is something privileged to work with some of It will be an organisation that directors that comes with practice,” she says. New Zealand’s most skilled and will want to be associated with. If you inspirational directors. They all gave me Liz’s first directorship was in 1993 when create a learning environment where the support just at the right time,” says Liz. she was just 33 and appointed to the membership is engaged, they will want board of Trust Bank. She was already Judgement and wisdom are the qualities to ensure that Chartered Membership young in a leadership role, having been that she values most in a director. “These succeeds. It’s a journey – we are heading in appointed chief executive of the Caxton qualities come with being able to learn the right direction but we can go further.” A spur for growth The difference between a lifestyle company and one that invests for future growth has plenty to do with its governance. Amy Williams talks to three founding chief executives. BOARDROOM | 15

In the business world, there are two types of small business Making it official owners: those who are in it for the lifestyle and those who want to build a global company out of New Zealand. PledgeMe’s Chief Bubble Blower (aka chief executive) Anna Guenther Governance expert Hamish Stevens says it is often the is an entrepreneur with ambition. latter who see the benefit in having a board of directors. She founded the online “The reason people become small business owners crowdfunding company three “With an advisory isn’t always to become a big company owner. They years ago, before most people do it because it’s a way of life and living. That doesn’t board you get a lot of knew what crowdfunding was. mean they want to take on a huge amount of risk and different perspectives, become a multi-million dollar company,” says Hamish. Through PledgeMe, people can ask their friends, family, but you don’t have As a director on several company boards across New customers and fans to pledge Zealand and Australia, Hamish understands the link between people who have a funds toward their campaign. shareholder and management ambition and firm profitability. sense of ownership...” Since it began, PledgeMe has “There are some owners who have real ambition and they Anna Guenther, PledgeMe raised $7.8 million and had want to grow globally, they have a strong vision. Those 877 successful projects, not to are the people who can see value in a board,” he says. mention 11 successful Hamish helps to create as well as facilitate training equity programmes. she says it has stepped up the programmes for the IoD, including a just-launched governance to a new level of Anna says the company aims to webinar on how a board can assist change and accountability. reach $100 million pledged by growth for small and medium enterprises (SMEs). 2020 – an ambitious goal, but “With an advisory board you get He says it is common for SMEs to have one director, one she believes is achievable. a lot of different perspectives, adding on family members or advisers such as an but you don’t have people who “It’s still very early stage, but we accountant and lawyer before transitioning to a full have a sense of ownership and have a product people are using governing board with independent directors. responsibility, whereas with and loving,” she says. a formal board of directors The key benefits of having independent directors on a PledgeMe has had three rounds they are responsible for the board are to provide resources such as networks and of funding to raise money for its governance so there’s a different general business know-how, and to monitor performance. expansion, and aims to fund its level of buy in,” she says. Hamish recently completed a research project with own growth from now on. Any In the early stages of the the University of Auckland around factors that profit has been reinvested back business, a founder tends to encourage and discourage the appointment of outside into the business. make all the decisions and having directors in private companies in New Zealand. When Anna started the business a board helps to lessen the load. “One thing that I’ve found really important about my she set up an advisory board, “It does change how you make role is the ability to find skills at the time that we need with skills she needed on the decisions. It’s not just you them, bringing in the knowledge when it’s required.” team to be able to grow the making decisions within the team business. One of his main findings was that the size of a anymore, there’s an outside firm was not the primary reason for a business to Last year PledgeMe moved to perspective, which is scary seek independent directors, rather the attitude of a formal board of directors, but it’s also a little bit freeing the business owners was a key determinate. This welcoming investors on as because there are other people included their strategic goals, acceptance of outside directors. worrying about it and caring control and knowledge of corporate governance. about it,” says Anna. There are four people on But it’s rarely quite that simple, and Hamish says a the board, including Anna; As for the future, she says the founder can find encouragement and vision for growth chairman Nick Lewis, who has board of directors recently through having an independent voice on their board. a background in investment completed a skills assessment banking; Aneke Goodall, who and is keen to add product “One of the benefits of a board is that it can bring a also sits on Meridian’s board; development and legal skills in company to that vision. Some companies need a board to and executive director Breccan the future. start the planning, to get off first base,” says Hamish. McLeod-Lundy. He says one of the biggest benefits a founding chief Anna says the business needed executive experiences from a board of directors to establish a formal board of is that they are held to account, and directors directors in order to apply for help with the three greatest challenges of SMEs a crowdfunding license, and – planning, funding and managing for growth.

DWerner / photocase.com 16 | BOARDROOM

Pitch perfect Funding for growth

Former cricket star Dion Nash had everything hanging on his idea The online translations company Straker Translations recently to create an edgy men’s skincare company. raised $6 million to help fund its international expansion.

He had given up a corporate numbers a couple of time a The company generates $8 “I think a board instantly adds career in marketing, downsized year,” says Nash. million in revenue using a pressure. It makes you far the family home, and invested cloud-based platform that more accountable, you’ve “I felt these guys were great seed funding into research and allows translations to be got to deliver. It takes some advisers, and people I could development to set up Triumph delivered around the clock pressure off in some other trust, so I just sort of invited & Disaster. in more than 80 languages. areas, in that you can leverage everyone to the first board the board in discussions.” “I never wanted a lifestyle meeting, sent them notes and It has no debt and has been business, I wanted to a spreadsheet, and hoped they profitable this financial year. He and Merryn started the build a global brand from would all turn up.” company as a platform that Straker’s chief executive and New Zealand,” says Dion. allowed customers to have After that inaugural board co-founder, Grant Straker, says websites in multiple languages. That was 2012 and now the meeting on Waiheke Island a having people with financial As a business model, it had premium brand employs few years ago, he hasn’t experience and expertise on a limited scalability, and five people here and two looked back. the board has been crucial when they were asked to plug in Australia. Profits are to the firm’s success. “The board from day one has translation into the platform invested back into the been very focused on getting “One of the biggest challenges they realised they could tap company’s growth. the business model working, is getting capital at the right into a $40 billion industry. “We feel like we are alive, we’ve asking is there a consumer time and negotiating the right “It was a binary choice to go launched the brand and people for the products and are deal. It’s important to have from a lifestyle company to are becoming aware of it. We they selling? people who have been there a high growth model. It was have a core philosophy that who can advise you,” he says. They definitely challenge me a tough couple of years but we’re building our products and ask the hard questions. The 16-year-old company’s we built up the translation from and we’re trying to But they are wonderful support board was established nearly business from there,” he says. communicate that, that takes and provide amazing guidance,” three years ago, at the behest time,” says Dion. Straker says he and Merryn had says Dion. of Milford Asset Management, a young family and a mortgage, He was keen from the start to which came on as an investor. It’s still an advisory board, as and it was hard work. have people whom he could Nash is the sole director of the There are now five directors use as sounding boards as he But they believed in growing company, with he and three on the board, including a significant tech company developed the business. others holding shares. He’d Grant (his wife Merryn out of New Zealand. Straker He had three mentors, Bruce like to formalise the board recently stepped down from Translations now has 55 staff Plested, Don Braid and Hamish at some point in the future. the board, but remains the globally and production McCourtie, whom he met with company’s Chief Operations centres in Auckland, “We all have a similar attitude separately and informally for Officer), and it is chaired by Barcelona and Denver. towards business and what the first two years of business. Phil Norman, who was the we are trying to create. Over Their aim is for Straker founding chairman of online “I just felt I needed a formal time we’d like to add one Translations to be a high value accounting software firm Xero. group to report to and have more person with a marketing tech company in five years, that discipline of having to focus but we don’t need to Straker says having a board turning over $50 million in explain decisions and the leap into it.” has helped to focus him on revenue and Straker says they the business strategy. are on track to achieve that.

3 Hot topics for SME directors CPD POINTS As the director of a small to medium enterprise, what keeps Send us the topics you would like explored before the webinar and you awake at night? What challenges are other directors discussions will be tailored based on the key themes that arise. facing? Join this interactive webinar focused on small Content includes: business governance. Facilitated by Hamish Stevens, chair • adding value of East Health Services Ltd, and a director of Restaurant • questions you should be asking as a small business director Brands Ltd, AsureQuality Ltd, Counties Power, and Smart • examples of effective and ineffective boards • your hot topic questions answered Environmental Ltd, the course will discuss how you can add value and help grow the business through better governance. For more details and to register, visit iod.org.nz 12 CPD POINTS CHANGE IS NOW CONSTANT

And the IoD conference IS NOW...

12–13 April 2016 at The Langham, Auckland Early bird registration IS NOW available. iod.org.nz Conflict and the boardroom Disagreement can enliven a discussion and add to the decision-making process but it can also overwhelm and paralyse a board. Sharon Stephenson talks to experienced chairs about how to find the right balance.

In the blue corner, Australian Post deputy “Put together a collection of people with Tony Carter, Chair of Air New Zealand chair Brendan Fleiter. Coming out from diverse perspectives, strong opinions, and Fisher & Paykel Healthcare the red corner was Richard Green, the passion and a history of getting what they Limited, says dysfunctional boards 70-year-old chairman of Australian want, and that can be a perfect storm for are not that uncommon. satellite company NewSat. conflict,” noted an article in the Harvard “I once had to close a meeting where Business Review (July, 2012). The ‘ring’ was a NewSat board meeting last things were getting out of hand,” says year when a heated discussion over the “Of course, a degree of conflict within a Tony, who is also a director of Fletcher company’s governance and payments to board can be valuable and often aids in Building, ANZ and BNZ. the chairman’s son-in-law threatened to growth and change within an organisation, “It wasn’t at the stage where blows were boil over into what Australian rugby league but that’s only if the conflict can be about to be traded but discussion was commentators like to call ‘biffo’. recognised, managed and turned into a getting pretty heated. The best solution positive force in advancing the goals of the Green was eventually persuaded to stop was to admit that we weren’t going to organisation,” the article continued. his behaviour and sit down. Shortly after reach a resolution on the issue and to close the stoush, which followed months of “Unchecked, conflict can be a corrosive the meeting.” tensions and tumultuous board meetings, force, not only for the functioning of the Tony says he then called in external help to the listed company imploded, leaving board itself but also for the strategic work with the warring board members to lenders and shareholders hundreds of direction and bottom line of the company.” reach a solution. millions of dollars out of pocket. While all the chairs interviewed for this “A certain amount of conflict is healthy in While this might be an extreme example, article admitted they’d never been in a board setting,” believes Tony. “What the fact remains that the governance a board situation that escalated into you don’t want is a board who all think space can be an ideal breeding ground violence, all agreed they had been party to the same way. You need diversity of for conflict. “some robust debates”. opinion on a board, people who aren’t BOARDROOM | 19

scared to take a different point of view. I In her experience, conflict usually arises once worked with a director who used to when the wrong people are sitting around “In New Zealand, we tend talk about what he called constructive the table. towards collaborative cynics, people who put forward an “When you hit difficult issues, you need alternative or controversial opinion to boards and if directors people with scars on their backs, seasoned stimulate debate. I have been on a few are having separate directors who have the experience and boards where you need people like that.” knowledge to help the board reach a conversations outside But Tony admits boards walk a tightrope satisfactory conclusion,” says Sue. between getting a diverse range of people of the boardroom, She believes it’s essential to review the and not having their differences of opinion this can lead to composition of boards at least once a year spiral out of control. to ensure that a diverse range of opinions adverse relationships “It’s all about the board composition, about and skills are represented. recruiting the right people for the board around the table.” Conflict can also arise when directors don’t who bring a range of opinions but who are much based on the noise they make, bring all the issues to the table. also united by a collective good.” especially in the media. So you tend to get people making outlandish statements to That means being prepared to listen, “If you have offline conversations going increase their chance of re-election and as compromise and accept the point of view on, that’s not helpful to the openness chair, you need to manage these different of the majority. and transparency of the board. In New Zealand, we tend towards collaborative drivers and behaviours which can result in “If, however, you find yourself in a situation boards and if directors are having separate not just verbal conflict.” where it’s impossible to support the board, conversations outside of the boardroom, Kerry believes the key to resolving for example, where doing so goes against this can lead to adverse relationships such situations lies in working with your values, then there’s only one option around the table.” individual directors to find out where and that’s to resign.” While a range of opinions is essential for they’re coming from. In his eight years of helming boards, healthy debate, the opposite – where “You need to find out what their issues are Tony says most conflict has derived from only a few are willing to be heard – can be and offer support, perhaps by mentoring directors wearing the ‘wrong’ hat to almost as damaging. or buddying with them. Certain directors board meetings. “I was a member of a board where only might also need to upskill in certain areas “When directors represent the views three of the seven directors were fully and this could involve steering them of shareholders, this can clash with skilled for the role,” says Sue. “These towards the IoD or getting them in front the views of the entity that appointed three directors were doing all the work. of management.” them. Directors in this situation need to There was no diversity of thought and Annual board reviews are also critical in be reminded that they owe their loyalty we eventually had to question why ensuring the right people with the right to the organisation not to individual these other directors were there if skills are working towards a common shareholders.” they weren’t sufficiently skilled. There cause, adds Kerry. Tony says the buck ultimately stops with are no free rides on boards – you “Getting away once a year is really helpful the chair. either contribute or you get out.” because in my experience you learn as “There are generally two ends to the Kerry Prendergast is another chair who much about a director over dinner and a spectrum – chairs that want to get the knows her way around a board table. The glass of wine as you do during the day. As a decision made as quickly as possible former Mayor of Wellington’s governance chair, it’s about knowing the whole person, with limited discussion and chairs who career started in 1978 when she was what their values are, what their home let the debate go round and round in elected to the local Plunket committee. situation is like and how they operate. circles. A good chair will ensure that She is currently Chair of the EPA, That’s important to ensure that every everyone has their say, without any one Tourism New Zealand, the New Zealand single person on a board is doing what person dominating, and then ensure that a International Festival, the Wellington Jazz they’re supposed to, which is to add value conclusion is reached.” Music Festival Trust and the Endangered and drive shareholder value.” Species Foundation, as well as holding It’s something Sue Sheldon knows quite a Having a robust code of conduct and numerous board positions. bit about. conflict register are also essential to But it was Kerry’s years in local government keeping boards in check, as is a clear The Christchurch-based chair of where she experienced the most strategic direction. Freightways, Paymark and Global Women personality clashes. has been sitting at the top table for 18 “It’s up to the chair to ensure that the board years. She recently stepped down as Chair “You’re working with elected councillors is making a real difference. After all, isn’t of Chorus, a role she held for three years. whose ability to get re-elected is pretty that why we’re there?” 20 | BOARDROOM

MEMBERSHIP PROFILE Mover and shaker It’s fitting that Michelle Teirney created a new milestone to become the IoD’s 7000th member last month. She tells Breanna Cullen that her career has been characterised by making changes

“I’m the person who comes in and that was quite consultative.” Charged with took the opportunity to add a Postgraduate changes processes, turns things on modernising the DHB’s finance systems Diploma in Business and Administration their head and gets them back on and centralising shared services, she says and a Master of Management to her a path when they’re broken.” she was fortunate to have some great repertoire while her children were young. mentors who pushed her to new heights. Michelle joins the IoD on the cusp of After a stint consulting for a series of big her governance career, having landed “I’ve never experienced any challenges in a corporates, Michelle began her current her first directorship earlier this year. male environment with moving forward – position as CFO at MIT. Passionate about the role of women in in fact, they’ve been my biggest advocates.” But three weeks into the role, the company leadership, she aims to add diversity at She was leading a team of 30 when building the polytechnic’s new campus the board table and within the C-suite. twin boys arrived – an experience she went into liquidation. “There needs to be more female directors describes as “like having your world “I had another very big challenge on my hands, to improve business success. With thrown on its head.” as CFO, to lead the organisation through a my combination of finance skills and “I’d had no roadblocks, I’d never experienced time of quite significant challenge and issues. experience across multiple industries, the glass ceiling. But then I had my boys, I think I can add value to organisations.” “Two years down the track, we’re on a and suddenly the world got a little bit tough.” great path. We’re now stable, but that’s A Chartered Accountant, Michelle is CFO With both twins having health issues, been through a lot of work – getting the and Director of Corporate Services at Michelle found it increasingly difficult right team behind me, and getting some Manukau Institute of Technology (MIT). to balance work with family life and really strong business partnerships to She took up the reins in January 2013 hospital visits. get us moving in the right direction.” after being approached “out of the blue”. “Like a lot of women, you make some That stability gave Michelle the opportunity “I really connected with their values and choices at that time, and think ‘What’s to add a directorship to her portfolio. She where they were wanting to go. Our mantra right for me and my children?’ I resigned, came across ME/CFS Support (Auckland) here is to get people into great jobs, and and ADHB threw out my resignation and Inc – an organisation raising awareness what better purpose, really, can you have?” said, ‘Tell us what you can do, because we of Chronic Fatigue Syndrome – and says After a “fairly typical” start to her career as don’t want to lose you.’ They were fantastic that the cause connected with her. an accounting graduate at Staples Rodway, and I will forever thank them for that.” “It’s quite a stigmatised illness. A lot a move to the manufacturing sector For someone who admits to having of our members and a lot of sufferers provided her first taste of a high-change been tough on her staff at times, the find it incredibly difficult to get the environment. Amidst the turbulence, experience was a wake-up call. support they need because it’s not easily she worked her way up from corporate diagnosed and a lot of GPs don’t have accountant to Group Commercial “It does make you a lot more human and a great understanding of the illness.” Manager before itchy feet set in. you come to appreciate that people do have broader issues and challenges. I’ve She’s driven to add value to the “I’m a person who is not that motivated by become quite resilient from managing organisations she works with, and says dollars. I really wanted to start working those different challenges and changes.” it’s this that drew her to governance. where I could add value and where there was some social agenda. It was a very tough Invited to present at the Tertiary Education “I love the opportunity to make a difference operating environment, the manufacturing Women’s Leadership course last year, across a wide range of organisations. sector, and I wanted something that wasn’t Michelle took the opportunity to speak You can add value to a number of areas, just about improving shareholder value.” on the value of personal resilience in using your skills and experience to leadership – a topic now close to her heart. add to multiple disciplines and bring A move to Auckland District Health Board a bigger picture view to things.” (ADHB) was “quite hard, going from a She moved on from ADHB, opting instead hard-paced, decisive environment to one for the flexibility offered by consulting, and “A lot of people really get nervous about change and challenge, but I think they’re fantastic opportunities to show what you can do... Never be afraid of change – learn to embrace it.” PART 3 OF 3 BOARDROOM | 23 Māori solution to the health and safety challenge In this third in a series of articles, KPMG partner Matt Prichard argues we should look to tikanga Ma - ori to find rich, unique, New Zealand solutions to our key challenges to give us an advantage on the global stage. The contribution of Ma - ori business to New Zealand’s prosperity is one of the most exciting opportunities of our generation. If mainstream New Zealand personal duty to undertake due around workplace health business takes the time and builds diligence over health and safety and safety has the potential relationships of trust, KPMG systems and performance. to significantly enhance the believes there’s a huge amount success of your programme. Failure by directors to comply with to be gained for all New Zealanders these new duties could result in If a leader or manager’s own from looking inside Te Ao Māori imprisonment of up to five years mana or status comes from the for solutions to some of our and substantial fines – $100,000 way they care for and take care of biggest challenges. to $600,000 for directors and those around them, then workers up to $3 million for companies. are more likely to be supportive KEEPING PEOPLE SAFE AT WORK of health and safety measures. New Zealand has an unacceptably MANAAKITANGA poor health and safety record. Our Consider the contrast between a Enhanced rules, compliance Government has acknowledged culture of fear of the consequences checks, audits and stronger that our past approach to keeping for non-compliance (although governance will go some way people healthy and safe at work we will never be able to monitor to improving our terrible health has not been effective. every action in every workplace and safety record. Catastrophic disasters like the to enforce that compliance), Tamahere coolstore explosion Many believe that these will only and a culture of passionately in 2008 and Pike River in 2010 take us so far, and that cultural believing that leadership comes destroy lives, families, reputations change in our workplaces is the key from taking care of each other. to really driving down our record and companies. This is not an argument for retiring of serious accidents and deaths. One to two people die every the new rules, processes or week because of poor health Manaakitanga is the Māori inspections. But giving people a and safety practices. concept of respect, generosity passionate belief that supports and care for others. the way they behave in the workplace will always beat a pure A MAINSTREAM RESPONSE People demonstrate manaakitanga process and controls approach. Our mainstream response by behaving in a way that is rules-based, and every upholds the mana of others, Embedding this basic Māori director knows the rules are treating them as an equal or concept in our workplaces could about to get much tougher. of greater importance than be the most powerful part of a The Health and Safety at Work oneself, through the expression new approach to keeping New Act has now been passed, and of aroha, hospitality, generosity Zealanders safe at work. comes into force in April 2016. and mutual respect. Displaying Matt Prichard is a partner at manaakitanga elevates the status The requirements of the new KPMG. This is the third in a series of of all, building unity through Act have been well covered in articles that explores opportunities humility and the act of giving. boardroom magazine. The Act to apply tikanga Māori to give will make health and safety a key Applying this approach to New Zealand businesses an focus for directors, giving them a your organisation’s culture advantage on the global stage.

Illustration Lee Watt Keeping it in the family A farming family have adapted a corporate business structure to ensure the smooth running of their extended family business. By Katherine Robinson

It’s 7:00pm on a Tuesday night and farm (Waianiwa Limited) in Southland as With four farms between them – John White is preparing one of the an investment. Study at Lincoln University two in the Waikato and two in Southland paddocks in his Southland dairy farm. deepened his connection with the South – the family could see that there would Our phone interview is conducted with Island, so after a stint of working in the be benefits of scale in continuing to a background hum of heavy machinery, USA and Chile, it seemed logical to move combine. The question was how to do it in making the point that farming is a south to take a role managing a non-family such a way that it preserved operational business that runs around the clock. owned dairy farm operation. In this time independence but provided structure and support. The family’s solution was to A fourth generation farmer, John grew the family sold Waianiwa, buying 99 South adapt a corporate structure in a way that up in the Waikato with his two brothers Limited, which John then managed. worked for them. Each of the four farms Thomas and Michael, who now run a Five years later, marriage to Renee and a is governed by a separate board and is family dairy farm each near Putaruru. young family meant that he was keen to also managed and farmed separately. John’s links with the Deep South stem find a dairy farm of his own. In conjunction Overseeing the four boards is a family from the 1990s, when his father Philip and with their family, Renee and John bought council made up of John’s father, Philip, mother Maree bought a share in a dairy South Coast Farms Ltd near Riverton. mother, Maree, brothers, Michael and BOARDROOM | 25

Kathleen, Maree, Renee (with Esther), John, Thomas, Richelle, Freda and Kevin Hurley (Maree's parents), Michael and Philip.

Thomas, Thomas’s wife, Richelle, John as a family and for the family. It tends The council also has its own exit and his wife, Renee. The council has no to make planning more long-term.” strategy – set at 15 years ahead when assets but sets a broad strategy that the next generation are ready to make The corporate approach also provided filters down to each of the farms. their own investment decisions. One the correct business etiquette on can’t help hoping that at least some of Quarterly family council meetings ensure how proposals could be put forward the new generation continue the family that the whole family regularly touches and discussed as a family. John’s tradition and stay on to farm together. base on developments, proposals and any father currently chairs the family outstanding issues. It acts as a conduit for council, but it’s under consideration communication – which is vital when the as to whether an independent director family business is split between two islands. should take this role in future.

Concepts picked up on both DairyNZ’s John says that there is strength in being ADAPTING GOVERNANCE governance course and the IoD’s able to work together, including being able FOR AGRI-BUSINESS recently launched Rural Governance to leverage off the scale of the operation. Farming families are adapting Essentials course have been fed into governance best practice to suit the “We are always looking for opportunities the way this family business operates. needs of their own business model, – though dairy is in a hell of a downturn says IoD Director Development “We took those ideas that we could see at the moment. But if there is equity facilitator Giselle McLachlan. would work well for us. As a council, we available between the businesses, it established a strategy document to means that we can achieve some growth. “They are interested in finding out more outline what we are about and why we about the benefits of good governance “Another one of our strengths is that operate, and a policy document to outline to their farms or agri-businesses. I’ve we are not all farming in each other’s how we are going to do it,” says John. noticed that they tend to pick out the pockets. We have limited say in the ideas or processes that they think are “Oddly enough the hardest thing for us management of each other’s farms, and most relevant to them or that will make was to identify our purpose. That process no one says ‘hey, you can’t do that!’” their business more effective,” she says. required some thought but it was one Personal goals are reviewed at every family of the most important things we have Giselle facilitates Rural Governance council meeting to ensure that everyone done. We thought we all knew what we Essentials, a one-day course designed is still travelling in the same direction. were doing – farming – but we found specifically for farms and agri- that it was challenging to look beyond “The key is that we do continue to keep businesses. The course gives insights the day-to-day. In the end we settled on growing together. But at any stage into the benefits that a board can our purpose being to create enjoyable, we can reshuffle shareholdings and bring to a farming business and into equitable opportunities for an enterprising, sell properties if people decided to the fundamental responsibilities values-based family business, now and diverge and go different ways. We of a board and individual directors. for future generations,” says John. would want to avoid it as a shock and Since launching in July, the course do it through a planned process.” has been rolled out around the The family then set up five key principles country to meet a heavy demand. under which they could run the At the moment there are two generations business. These were family, reputation, at the board table, but there could Get in quick for a place on the Rural sustainability, achievement and enjoyment. be three in the foreseeable future. Governance Essentials course to be held on 11 November, Palmerston “These have laid the foundations for “Technically, the children are already North. For the 2016 programme, read how we operate and make us consider part of the council now although they 2016 Director Development brochure everything we do. Before we established are very young. But when they are with this edition of boardroom these five principles, I thought that I older and if they have something to or visit iod.org.nz should be going for growth at any cost say at the council, we would be very but now I realise that we are doing this interested to hear it,” says John. Ten tips for directors on the new health and safety regime The success of the new health and safety regime will not be measured by the proliferation of health and safety site committees or by double down enforcement from WorkSafe New Zealand, or even by tougher penalties from the courts. It will be measured by the extent to which it generates cultural change, which means the motivational force must come from the board. Everything else is just a means to an end. By Garth Gallaway and Marie Wisker

The Health and Safety at Work Act will come into To assist with this preparation, we’ve identified ten effect on 4 April next year, which is not much time at actions or attitudes which should ensure that you satisfy all once Christmas and summer holidays are taken the requirements of an ‘officer’ under the Act. The officer into account. But we are aware that most boards definition was fine-tuned as the Bill went through the have already reviewed their health and safety House and is now designed to capture only directors governance arrangements in anticipation of the law and very senior managers which, in all but the largest change and are well-advanced in their planning. organisations, is likely to be just the chief executive. BOARDROOM | 27

Make health and safety Be clear about your role. The Be vigilant. This is not a ‘spray the first item on the board primary duty of care lies and walk away’ exercise. 1 agenda, at least while the 5 with the company (or other 8 Ensure that the PCBU regularly new system is bedding in. Then make employing organisation) as the PCBU, reviews its risk profile and risk mitigation sure that it is always among the top the Person Conducting the Business or strategies. Foster a culture of feedback three items and that it is always Undertaking. Your duty as an officer is and speaking up. Consider whether actively discussed, not just ticked off. to ensure that the PCBU is fulfilling its there would be value in setting up a health and safety obligations. This will confidential channel for employees require – at a minimum – that you: to raise health and safety concerns. Interrogate decisions for • maintain an up-to-date knowledge of their health and safety workplace health and safety matters implications. Tight project Be proactive. Make site visits. 2 • have a detailed understanding of timeframes and high productivity When you are there, engage health and safety, the nature of bonuses can encourage people to take directly with the employees. the business and any associated 9 shortcuts. Where remuneration is Ask them if they feel safe at work, if they risks and hazards, and based on performance, safety must be are aware of any safety issues which • verify that the PCBU has access to first among the performance criteria. need attention (including the purchase (and uses) any resources necessary of safety equipment), and if employees to eliminate or – if elimination is not are taking safety risks on the job. Ask Apply the same disciplines possible – to minimise safety risks. yourself how well you understand the to health and safety as you workforce culture and – if the answer is apply to financial reporting. 3 Instruct the PCBU to factor scarcely at all – do something about it. The due diligence duty in the Health safety performance into and Safety at Work Act is almost procurement decisions. Your identical to the director’s general duty 6 Accept that the health and safety responsibilities end of care, diligence and skill under the reputational risks around where your sphere of influence ends, not Companies Act 1993, and will require an unsafe work practices where your legal accountability ends. 10 approach similar to that which directors causing injury or death are now higher This will underline your commitment to take to managing financial risk. than they were before 29 miners were workplace safety and will help to lead killed at Pike River on 19 November cultural change across the economy. 2010. The Royal Commission observed If you do not have a board in its report on the explosion that New health and safety committee, Ensure that the worker Zealand had had an underground coal ask yourself and your fellow 4 participation requirements – mining tragedy “every generation or directors why not. The Financial Markets the health and safety worksite so” but that the lessons from these Authority Corporate Governance 7 committees and the election of H&S tragedies had always been forgotten. guidelines, released in December last worker representatives – are taken Pike River may be the exception, the year, recommend this as a mechanism “to very seriously. The integrity of the watershed moment which forces provide oversight and accountability for establishment process will be critical profound and enduring change. safety procedures, policies and legislative to how well the structures work. compliance”, saying it is “vital that boards give proper time and attention to these matters and that committee decisions are robust and transparent”.

Over the last 20 years, we have seen seismic shifts in public perceptions of drink driving and smoking in public buildings. It may be that a similar shift is underway now around workplace safety. If so, businesses with bad safety histories may become the targets of a consumer backlash.

The “she’ll be right” attitude which has delivered New Zealand workplace injury rates twice as high as Australia’s and six times as high as Britain’s is no longer acceptable – and directors and officers are the ones tasked with driving that attitudinal change. Garth Gallaway Marie Wisker Garth Gallaway is a partner at Chapman Tripp and Marie Wisker is a Senior Associate.

BOARDROOM | 29

OPINION

Unaffordable housing – why this is a business issue Home ownership is a critical link to entrepreneurship in New Zealand – and is now no longer possible for many New Zealanders. The issue is most acute in Auckland, which is increasingly uncompetitive globally, posing a long-term and strategic risk for businesses. By Shamubeel Eaqub

House prices have risen sharply in recent home ownership means that fewer Housing has become a substantial part years, intensifying into unaffordability, and fewer Kiwis will be able realise of the household budget. Auckland particularly in Auckland. The average their dream of starting a business. is a high wage economy, reflecting a house price in Auckland is well over concentration of highly skilled jobs and the The design of our banking system further $800,000, yet the average family earns agglomeration benefits of closeness and reinforces this. Because mortgages are around $80,000. The average family serendipity in a big city. If we rank New ranked lower risk in regulation, banks cannot buy the average home. Zealand’s regions by income, Auckland is naturally prefer to lend against houses near the top. But once we take housing House prices have been rising faster than rather than to businesses, which are costs into account, Auckland falls to near incomes since the early 1990s. Home seen as riskier. As a result, the share the bottom. Housing costs are so high that ownership rose for nearly a century of bank lending to mortgages has Auckland is increasingly uncompetitive until 1991, but has since fallen steadily been steadily rising from less than relative to other parts of New Zealand. to now being the lowest since 1951. 10 per cent of total lending in the The exception is for very highly skilled 1950s to over 50 per cent today. The worsening affordability problem has led people, whose jobs simply do not exist in to a number of issues. The most prominent Entrepreneurship is important, as new any other part of the country. But medium are social consequences, but there are businesses tend to make use of emerging and low-skill workers may be better off, also business consequences that directors ideas and technologies to compete with in terms of disposable income, in the should be aware of, as cities become existing businesses. This injection of regions where there are job opportunities. internationally uncompetitive and reduced creativity through entrepreneurship is at Auckland is often compared to global access to capital dulls entrepreneurship. the heart of economic vitality, productivity cities like Sydney, to justify the cost of growth and competitive businesses. BUSINESS AND ECONOMIC housing and the cost of doing business. CONSEQUENCES Unaffordable housing is also a challenge But Auckland prices are out of step with There are tangible consequences of to the cost of doing business and Sydney. Auckland has a population of just housing unaffordability for businesses. ability to attract and retain talent. 1.5 million people, fewer than Sydney in the The two most prominent for directors to 1950s. The median house price in Sydney is Businesses in Auckland pay higher wages consider are stifling entrepreneurship over NZ$1,000,000 and the median house to reward skills and productivity, but and eroding city competitiveness. price in Auckland is NZ$735,000, at the also to pay for the high cost of living. time of going to press. (I use the median Housing unaffordability is dulling While paying wages to reward skills and price here rather than the average price, entrepreneurship. It is difficult and productivity is good business, paying which is over $800,000 for Auckland, to costly to borrow funds to start a new over the odds to compensate for a ensure we are comparing like for like.) business venture. Most lending for higher cost of living is not. But many emerging and small businesses is businesses need to do this, especially for Compared to Sydney, Auckland has secured against a mortgage. Declining support staff and back office functions. 25 per cent lower prices, 30 per cent

complize / photocase.com 30 | BOARDROOM

lower incomes, 27 per cent lower frustrating for increasing numbers of Kiwis NIMBYism and current infrastructure population density and a 66 per cent and is leading to social and political apathy. funding structures, which mean the smaller population. funders do not receive windfall gains Those who do manage to buy are in from their investments. While it is Unaffordable housing increases the mortgage slavery for all their working lives. tempting to focus on local government, cost of doing business and reduces This increases risk of financial hardship. in reality the problem is more complex. our global competitiveness. This More families now live further away, It involves local authorities and their matters for businesses, especially children stay in care outside of the home urban planning, but also NIMBYs who stop when it comes to attracting and for longer with less quality family time. change. Funding structures put the cost retaining skills, whether from other Reaching old age without a home and to local government but the economic and parts of New Zealand or globally. substantial financial savings risks an tax gains accrue to central government Directors need to think critically about impoverished retirement. New Zealand’s without any mechanism to reward local where they locate their staff: carefully universal superannuation is only authorities. Better urban design, ways to balancing the agglomeration benefits of enough if there are no housing costs combat and placate NIMBYs and better being together against the costs to the and there are some additional financial funding structures are needed. business and their staff (both financial savings. Retirement will be plagued Investor demand for housing is also a and social). Increasingly, HR managers with financial uncertainty for many. key driver. Housing is seen as tax-free are finding benefits to locating at least The gentrification of suburbs has unseen investment. Existing tax rules require taxes some of their staff, particularly low and impacts. While this leads to investment to be paid on houses bought with the intent medium skill jobs, in more provincial areas. and beautification of some locations, to benefit from capital gains. But the rules At an operational basis, the trick is to find the previous poorer residents are are vague and application inconsistent. and retain skilled staff in Auckland, who pushed out. Left unchecked, we risk Stronger application of the capital gains need to be compensated for Auckland’s creating an environment of segregation, tax (although not named as such) will high housing costs. This compensation disenfranchisement and division drawn help curb house price speculation. can be in non-financial terms, including along the lines of land ownership. The final element is banking. Current investment in staff through training and rules specifically reward lending to transparency of career progression. SOLVING THE CRISIS mortgages. These rules need to be New Zealand treats residential rentals Governance professionals need to updated to remove such a bias to differently from other contracts. Rental understand that this is a potential housing in favour of entrepreneurship. contracts tend to be short-term and with bottleneck to their firms’ growth ambitions. few rights. As a result renting is shelter, We know the causes and solutions This needs to be an important facet of but not a home. Compared to places to the housing affordability crisis. their strategic thinking, in addition to the like Germany and Switzerland, where The social, business and economic usual economic, business and regulatory the majority tend to rent, the typical costs are clear and growing. Change issues. The business implications are in lease terms are long, the bar for giving requires political leadership, but that many ways a manifestation of the social notice (both parties) is high, tenants have will only come from pressure from consequences of unaffordable housing. significant rights and responsibilities. the public and business leaders. Modelling New Zealand rental rules along SOCIAL CONSEQUENCES Shamubeel Eaqub is an independent these lines would mean that the majority The social consequences of unaffordable economist, currently on a career of adults already renting in New Zealand housing are clear to see in the rise of break to be a dad with a little would lead a higher quality of life. Generation Rent: today 52 per cent of sprinkling of consulting. adults in New Zealand and 57 per cent A key driver of unaffordable houses is of adults in Auckland rent. Yet home the high cost of land, which reflects slow ownership remains a core aspect of Kiwi supply of land (which is provisioned with culture. This dissonance between cultural infrastructure and amenities). The main identity and inability to own a home is difficulties are around urban planning, BOARDROOM | 31

Governance Leadership Centre (GLC) update Health and safety developments and a new practice guide have been a key focus for the GLC since the last boardroom.

LEADING ON HEALTH AND SAFETY UPDATING THE GUIDELINE EFFECTIVE BOARD MEETINGS The Health and Safety at Work Act 2015 In 2013 the IoD and Ministry of Business, The Board Meetings Practice Guide, issued comes into effect on 4 April 2016. The Act Innovation and Employment issued the to members in September, aims to ensure aims to improve New Zealand’s workplace Good Governance Practices Guideline good decision-making through effective health and safety culture by creating a for Managing Health and Safety Risks. meetings. This new addition to the proactive partnership between employers It has been widely used by boards GLC’s suite of resources was developed and workers. and business leaders to achieve best in response to members’ requests for practice in health and safety governance. guidance on boardroom meeting practice. Under the Act the main duty of care for Although the principles of the guideline the health and safety of workers lies with The guide focuses on critical aspects still apply, the IoD is working with the company. A director’s duty as an such as planning and preparation, which WorkSafe NZ to update it to ensure it officer of a Person Conducting a Business can not only ensure a meeting runs reflects changes in the new Act. The new or Undertaking (PCBU) is to exercise due smoothly but also help to foster robust guideline will be available early 2016. diligence to ensure that the company debate. The guide provides tips and meets its health and safety obligations. The guideline and other resources, templates for three essential boardroom including directorsbriefs on health and tools – a focused agenda, board papers Managing health and safety duties should safety reform, are available at iod.org.nz. that contain the right information to be no different for directors than managing meet the board’s purpose and needs, other risks, such as financial or business and minutes that record decisions risks. Directors who are already leading on and tell the story of the meeting. health and safety should not need to do anything different under the new Act. This The guide is relevant to all boards, means staying up to date on health and including those of smaller business safety issues, understanding the nature of and not-for-profit organisations. the operations and the associated hazards GLC Practice Guides and other and risks, and making sure that there are governance resources are appropriate resources and processes available at www.iod.org.nz to eliminate or minimise those risks.

Perspectives

G20 ENDORSES UPDATED OECD investors, disclosure and transparency, She argues that independent thinking has PRINCIPLES OF CORPORATE and the responsibilities of the board. been lost in boards due to the systematic GOVERNANCE failure of the selection process and a The IoD’s submission to the OECD on The updated G20/OECD Principles of culture of confirmation bias, collegial the draft update of the Principles Corporate Governance (2015) were is available at iod.org.nz consensus and group-think. Siobhan launched at the September G20 meeting proposes a strategy and framework for in Turkey. Endorsed by the G20, the NEW PERSPECTIVE ON appointing contrarian directors to protect Principles provide recommendations to INDEPENDENT DIRECTORS and encourage independent thinking national policy makers to promote market The role and contribution of independent and improve board risk oversight. confidence and business integrity through directors in board risk oversight continues The creation of the Contrarian Director good corporate governance. The intended to engender debate and discussion. and their role in achieving workable board reach encompasses countries with a wide Siobhan Sweeney, a recent prize-winning independence and better risk oversight, range of corporate governance frameworks Cambridge researcher, suggests that we Cambridge-McKinsey Risk Prize 2015 and covers functions of financial need ‘contrarian’ directors to play the markets, shareholder rights, institutional part of devil’s advocate in the boardroom. 32 | BOARDROOM

Strengthening the code The Christchurch earthquakes heightened awareness of the need for buildings to be robust enough to stand up to a strong earthquake. For New Zealand Post, the challenge was to develop a seismic policy that would cover everything from a post box in Kaitaia to a multi- storey block in Wellington. New Zealand Post’s Group Property Manager Hamish Plimmer talks to Katherine Robinson. BOARDROOM | 33

organisation was a tenant and it had to “You are 100 times more request the information from landlords.

likely to die in a car crash “We got a mixed reaction at first as or a house fire than in an some said they already fulfilled the statutory obligations and couldn’t see earthquake but you have why more strengthening was required to put that in the context but they came round when they that if an earthquake could see the long-term benefits. Hamish Plimmer “It helped both our business and the building stock that, while meeting the does happen it can be landlord if we could stay on-site during current statutory obligations, do not the strengthening process where possible. totally catastrophic.” meet our seismic policy. To help this we Moving costs are prohibitive – for example, Developing a seismic policy for an have built two portacom shops – one hundreds of thousands of dollars to move a organisation with a national presence was in the North Island and one in South corporate Postshop. In many instances the no easy task. New Zealand Post holds a Island which we can move to different cost of strengthening is less than this. So in portfolio of 392 properties, including 38 locations if required,” says Hamish. some cases we funded strengthening works where it is the landlord as well as the tenant. in leased sites, stayed in occupation and Hamish says that the earthquake The business also has 150 ATMs in shopping were able to negotiate rent relief once the risk has to be weighed up by the centres or other buildings. In addition, New building was strengthened,” says Hamish. board as with any other risk. Zealand Post sells through 150 franchises, such as stationery shops, and 600 agencies It also became apparent that you could “If you weigh up the risk of an earthquake such as dairies or convenience shops. not apply a blanket policy across the against all the other risks to a business country – one code did not fit all regions. they rate quite low. New Zealand has The board’s priority was to not only satisfy suffered seven fatal earthquakes since legal obligations but also to ensure the “We refined our policy to reflect the 1840, killing a total of 479 people. You are safety of staff and customers and to uphold seismic activity of different regions. It is 100 times more likely to die in a car crash the reputation of the business. Under unrealistic to require the same seismic than in an earthquake but you have to put current legislation, existing buildings strength of a building in Northland or that in the context that if an earthquake need to be strong enough to meet a Auckland as you would in Wellington.” does happen it can be totally catastrophic.” standard of 34% of the building code This led New Zealand Post to consult required of new buildings. Immediately with geo-science specialist GNS Science STRONG WORDS after the Christchurch quakes, it became who was able to demonstrate the Hamish has this advice for directors apparent a higher standard was needed. effect of an earthquake on a building regarding earthquake strengthening: “The market has been driven by the in a one-in-50 year earthquake in • weigh up the earthquake risk and don’t public sector and larger corporates, a particular region. They used the underestimate the risk of objects and particularly by banks and insurance Modified Mercalli Intensity Scale (MMI) furniture being left unrestrained inside companies, who benchmarked 67% of to measure the earthquake’s effects. the building. the new building code as the standard. • manage your risk mitigation regarding “If the effect on the building from a In developing our seismic strategy, this earthquakes and consider whether there modelled one-in-50 year earthquake was was our starting point,” says Hamish. is a moral obligation or reputational risk an MMI of 7.5 or above – that is, causing that exceeds statutory obligations. The first step was for all buildings to damage – this would require the building • if you are looking for a new building – be assessed for earthquake strength to be strengthened to a higher percentage one of your first questions should be through an Initial Evaluation Procedure of the new building code. The higher the ‘what is the seismic strength of the (IEP) which is a desktop process giving earthquake risk in an area, the stronger building?’ Bear in mind that market an estimate of building strength as a the building had to be,” says Hamish. forces have pushed the preferred code percentage of the new building code. Ninety per cent of New Zealand Post’s upwards of statutory obligations. An IEP sets a baseline to feed into a portfolio has now been assessed and • no policy will ever be perfect, so decision matrix around future occupation, is compliant with its seismic policy. It you need to review it and adapt it but it should be noted that it is a expects to have completed the remaining to whether it is still workable and very basic approach and can be quite 10 per cent within 12-18 months. practical. You can’t fight the market inaccurate. If you are making major – the risk around seismic safety in Most of the remaining buildings are decisions around future occupation a buildings is always in context. If there in provincial centres where there are more in-depth on-site analysis should has just been a major earthquake the limited seismically strong alternative be conducted. This is called a Detailed risk will be perceived as high. buildings for the business to move into. Seismic Assessment (DSA). It was relatively • go to GNS Science for advice – they will straightforward getting information on “That’s an issue with provincial give you the facts behind the effect of those buildings owned by New Zealand New Zealand – many centres are in an earthquake so you can decide how Post, but more complex where the earthquake-prone areas with old best to mitigate this. 34 | BOARDROOM

Property risks and liabilities While there has been considerable discussion in recent times on risk exposures that appear to be increasingly volatile, specifically in the cyber and health and safety areas, directors should remain aware of the complexities that exist for some of the traditional property and liability risks. By Rob Frost

The lessons from Christchurch, along with the building did not meet this standard the impact of the Building Code and the at the time of loss or damage). Older National Building Standard, are major buildings understandably carry more drivers of additional complexities in the risk in this regard than newer buildings. property area. With resilience being an important capability for companies NATIONAL BUILDING STANDARD (NBS) following any loss event, there is a growing A building is considered earthquake prone focus on the quality of business continuity if it fails to meet 34 per cent of the NBS. plans and whether business interruption Such a building is likely to cause injury insurance is aligned to these plans. or death or damage to another building following a moderate earthquake. The BUILDING CODE relevant territorial authority will set a All buildings in New Zealand must comply period within which the building is to with the Building Code, which defines how be strengthened. But ask yourself, as a building must perform in its intended a director, would you be happy to have use rather than how it should be built. A staff, customers or visitors spend any contingent liability exists when the code time in such a building? A building that has been modified and a building no is assessed between 34 per cent and 67 longer complies with the current code. per cent is considered an earthquake- Organisations will face the obligation to risk building – that is, where the risk upgrade a building if any renovation work of injury or death is considered lower is to be undertaken, or if the building than an earthquake prone-building. suffers damage and is to be repaired or Many buildings in New Zealand fall into replaced. In the latter case, if insurance this category. As a director, how have proceeds are expected to be used to fund you assessed the risk to people and the repair or replacement, the policy limit other general liability exposures and may not cover the cost of work required reached a decision on the building’s to meet the current building standard (if continued acceptability for occupancy? BOARDROOM | 35

BUSINESS RESILIENCE ACCUMULATION OF VALUES substantial damage was caused over In the Marsh Directors’ Risk Survey For larger companies with a number of a wide area and as a consequence, published last year, directors said that sites, insurance cover is often purchased significant implications now exist for business interruption was a significant with a limit relating to the largest supply chains dependent upon that port. risk. Unless there are robust continuity foreseeable or probable loss, rather than Should business be interrupted, will an plans, together with adequate funding purchasing cover that reflects the total insurance policy cover losses, particularly aligned to these plans (generally financed consolidated asset value, which would be if no physical damage has occurred via insurance), a business’ viability far more expensive. The rationale for this to the occupied site? We have seen in will be seriously challenged if a major is based on the view that foreseeable loss Christchurch that many businesses in operating site suffers a severe loss. events are not likely to impact more than the city suffered severely, not due to any one site, unless two sites are adjacent. The core component of business damage to their property, but due to interruption policies revolves around However, as we have seen in Christchurch regulatory-imposed restrictions limiting maintenance of gross profit for an and now expect elsewhere, the more likely access to the site. Insurance policies may agreed term. This period is generally catastrophic loss events in New Zealand cover this exposure but often with low assessed as the time it would take to are natural: seismic, volcanic or tsunami/ limits. The same issue may arise when re-commence operations and potentially flooding. In these situations, losses can staff could be prevented from accessing recover the former market position. be more widespread than say, for a fire, a site due to an incident that forces and the possibility of losing more than closure of the area in which an office or Increasingly however, we see clients one site is greater. If companies that operating site is located. Continuity plans undertaking a strategic assessment of the have a number of sites broadly located need to be regularly updated to ensure appropriate action the business would within the same urban area continue companies have plans and resources take if a major operating site was lost. to insure on the basis of the maximum to support an appropriate response Often the outcome of this review is not probable loss, they may be under-insured to issues other than fire or flood. to replace like-for-like but to redesign and be exposing their balance sheet by a competitive capability in the context effectively self-insuring their exposure IT’S ABOUT THE RISK of the current industry and competitive beyond the foreseeable loss value. A prudent response to these types of profile. This can be very different to what issues is not about buying more or less was required when a site was established Some companies will take the view that insurance. Effective, proactive risk and may be in a different location. the likelihood of a natural catastrophe mitigation starts with an understanding Insurance should then be purchased to covering a broad geographic area such of the business’ strategic plan and support this plan plus any necessary as Christchurch, Auckland or Wellington, operations and involves a thorough risk crisis response and mitigating actions. is so low that it is reasonable to only assessment. This needs to be repeated carry insurance to cover the maximum Some clients realistically assess that, periodically. For property exposures, loss at the most valuable site. If this is following a major loss event, their insurance will generally play a part an explicit decision with full awareness customer base would be forced to rapidly in effective risk mitigation with other of the extent of risk that the company source product or services elsewhere. initiatives but the optimum solution, and is carrying with its own balance sheet, When the business disruption is for the insurance wording that is right for that may be a reasonable option. But an extended period, there is the real the business, will be determined by the if directors are not aware of the full likelihood that they may not have full outputs of a risk assessment process extent of what could be significant self- or even partial access to survive a large that would include consideration of: insurance, then you and the company disruption. In that situation, insured • compliance with Building Code and may be exposed to potential uninsured values may be considerably less than National Building Standard losses and reaction from shareholders. if full recovery needed to be financed. • aligning business interruption insurance Natural catastrophe modelling may If that situation could apply to your with current business continuity plans be prudent in these situations. business, you could be over-insured • accumulation of values within a key and paying excessive premiums. geographic area ADJACENT EXPOSURES • own or supply chain exposure to Directors are accountable to How well do businesses understand neighbour risks shareholders to ensure that adequate the risks they may be facing as a insurance protection is in place for consequence of the activities occurring FOR FURTHER INFORMATION the business. Failure to ensure that at a property adjacent to a key site or Rob Frost is Head of Business Risk, Marsh. adequate insurance is in place is one potentially, adjacent to a supplier’s For further information, on property or of the more common causes of claims key site? The recent explosions at the business risks please contact him on against directors and officers. port in Tianjin are an example where [email protected] or 09 928 3022. A new route to professionalism The Chartered Member Assessment can be a powerful affirmation of director skill, capability and experience. Breanna Cullen talks to three directors about their pathway to Chartered Membership. BOARDROOM | 37

Martin Lewington Mel Hewitson Vivien Wynne

Introduced on 1 October 2014, the Head of Wealth Risk at ANZ and Director Chartered Membership pathway Financial Advisor Regulation at the “Directors want to be established seven categories of IoD Financial Markets Authority, Mel says that the best that they can membership, providing defined standards governance has been a developing theme for the director community for the first time. throughout her career. Now a director of be to ensure that the Those making the step up to Chartered the Auckland Communities Foundation and organisations they govern Membership have to prove their skill chair of the nominating committee for the through the Chartered Member Assessment, Guardians of New Zealand Superannuation can be the best, and the completing a written assignment and Fund, she joined the IoD in 2013. IoD and the courses they exam. They must also attest to their “I was at an interview with Treasury’s good character and commit to upholding offer – the learnings, the COMU team, and they advised me that if I the principles of the IoD Charter. was serious about a governance career, I opportunity to network “The Chartered designation is tangible should join the IoD and take the Company – makes an important evidence to the business and general Directors’ Course. And I was, so I did.” community that a director has committed contribution to that.” She completed the course in early 2014, to the IoD’s professional standards and mentioning to the Director Development the ongoing development of their career,” team at the time that the ability to test her AUSTRALASIAN APPROACH says the IoD’s newly appointed Manager knowledge would be a valuable opportunity. Based in Auckland and working Chartered Pathway, Tony Southall. for Australian-owned ANZ and BNZ, “My interest was more about proving that “Chartered Members and Chartered Vivien Wynne felt she needed a trans- I’d embedded the knowledge and making Fellows improve their knowledge Tasman perspective on governance. my investment more tangible. When the and skillset as they move along the tiered membership announcements were “A number of our listed companies here pathway, and gain increased governance made, it was an easy decision for me to are also listed in Australia and have an credibility and respect from their follow the Chartered Member route.” Australasian-Asian focus, so for me, it peers and the wider community.” seemed logical to have knowledge of She completed the Company Directors’ governance in both jurisdictions.” A NEW PROFESSIONALISM Course Refresher in June, with a Mel Hewitson says that for her, passing view to completing the assessment She joined the Australian Institute the Chartered Member Assessment later in the year. Coupled with online of Company Directors (AICD) in 2014, was a fundamental step toward being modules in ethics, and health and undertaking its Company Directors’ Course recognised as a professional director. safety governance, she says it was and becoming a Graduate Member of good preparation for the assessment. AICD. Joining the IoD in early 2015, she “Unlike IoD members who earned set her sights on Chartered Membership. their Chartered Membership through “I found the Refresher course really significant experience as directors, I forced me out of the management She says consulting Membership Team had less demonstrable experience at headspace of my day job to focus on the Leader Lisa McRae made it “simple and the board table, so I really saw passing key governance themes and kickstart easy” to plot her route to develop her that Chartered Membership Assessment my revision for the assessment.” individual professional development plan. as essential to demonstrating that “As for the assessment process itself, I “Having undertaken the assessment baseline governance capability.” thought it was well-designed, really well process in Australia, the next step for With a background in institutional explained and run. Content-wise – yes, me was to undertake the Company investment management and stints as it was challenging, but positively so.” Directors’ Course Refresher. 38 | BOARDROOM

directorVacancies directorVacancies is a cost-effective way to reach IoD members – New Zealand’s largest pool of director talent. We will list your vacancy until the application deadline closes or until you find a suitable candidate.

ST MARGARET’S COLLEGE HALLOWAY GROUP LTD Role: trust board member Role: directors (two) “The standard Location: Christchurch Location: Auckland of candidate was

Applications close: 23 October  Applications will remain open until position is filled. exceptional, CHILDFUND NEW ZEALAND Role: board members (four) AOTEAROA NEW ZEALAND testament to both Location: Auckland ASSOCIATION OF SOCIAL WORKERS the IoD network Applications close: 30 October Role: board member Location: national and the power of WHITESTONE CHEESE CO Applications will remain open Role: director the Habitat brand” until position is filled. Location: Oamaru Peter Taylor, General Manager, Applications close: 31 October AUCKLAND DIVING COMMUNITY TRUST Habitat for Humanity Role: trustees (two) (Christchurch) Ltd. KEEP NEW ZEALAND Location: Auckland BEAUTIFUL SOCIETY INC

 Applications will remain open Role: director until position is filled. Location: national You’ll find more directorVacancies Applications close: 12 November SCOUT ASSOCIATION OF NZ advertised on the IoD website, in the Role: national chair, board members monthly directorVacancies email FAMILY AGRIBUSINESS COMPANY Location: Wellington distributed to IoD members and on Role: independent director

 Applications will remain open the IoD Twitter feed, @IoDNZ. Location: Hawera until position is filled.

 Applications will remain open until position is filled. HALIFAX NEW ZEALAND LTD Role: director, chair MULTIPLE SCLEROSIS WAIKATO TRUST Location: Auckland Role: trustees (two)

 Applications will remain open Location: Hamilton until position is filled.

 Applications will remain open until position is filled. CHILDREN’S AUTISM FOUNDATION Role: trustees (three) SAFE (SAVE ANIMALS Location: Auckland FROM EXPLOITATION)

 Applications will remain open Role: board members (three) until position is filled. Location: national

 Applications will remain open BEDS R US FRANCHISE until positions are filled. SYSTEMS INCORPORATED Role: chair MARLBOROUGH HOSPICE TRUST Location: Auckland Role: trustee

 Applications will remain open Location: Blenheim until position is filled.

 Applications will remain open until position is filled. BOARDROOM | 39

She says the CDC Refresher filled any knowledge gaps and equipped her well for the exam.

“There were very experienced company directors facilitating, and the course was enriched by examples of applied governance from attendees. Do I need to “What I found helpful was that there was updated New Zealand material, covering governance requirements, case studies, do the CDC legislation and judicial decisions, which I could add to the body of knowledge that I gained from the Australian course. Refresher? “The preparation required is knowledge of The Four Pillars, These members all completed the recent course material, as well as the Companies Act, and all Company Directors’ Course (CDC) of that is discussed at the Refresher course.” Refresher before sitting the Chartered Vivien recommends consulting the IoD’s New Zealand Member Assessment. Not everyone Director Competency Framework to help identify areas will need to, here are the guidelines: that may need strengthening. IF YOU DID THE CDC IN 2014 OR 2015: “For a number of us, we haven’t sat exams for a while, so • review your course materials it’s also helpful to think about exam technique. Think about • study the Four Pillars, and familiarise yourself the number of questions and the time you have to complete with the Companies Act 1993 (and amendments). the assessment.” IF YOU DID THE CDC FROM 2007-2013: “Preparation equals confidence, and you can go into the • complete the two-day CDC Refresher course assessment confident of the outcome when you’ve done • study the Four Pillars, and familiarise yourself the preparation,” says Vivien. with the Companies Act 1993.

IF YOU DID THE CDC BEFORE 2007: MAKING TIME TO LEARN • consider attending a current five-day CDC as A tailored training day run by the IoD’s Boardroom Training the course has been reviewed and modified team was the inspiration Mercer Managing Director Martin since you attended. Lewington needed to focus on his governance skills. IF YOU ARE JUST NOW COMPLETING THE He signed up for the CDC Refresher and says it hit the CDC OR PLAN TO IN THE FUTURE: right spots. • we recommend you sit the Chartered Member “It gave me a couple of days out, it focused on a lot of the Assessment, closely after completion of the new issues – financial markets, changes in health and safety, CDC while it is fresh in your mind. conflicts of interest, many things.” Visit www.iod.org.nz/charteredmember “Those two days gave me an opportunity just to reflect, refresh, for full details and criteria. and update skills – but also spend time discussing with others contemplating a similar path or sharing experiences, so that was really good.”

Having made the first step along the pathway, Martin decided to continue on to Chartered Membership. “Chartered Membership gives you that discipline and motivation BOOK YOUR to continually embark on that self-development course – you know, making sure you do take time to stay up to date or EXECUTIVES participate in seminars. It puts a really good framework and INTO THE MOST process around it.” IMPORTANT He made time in a busy schedule to take the Chartered Member Assessment in August. MEETING OF “You do think, ‘Where am I going to find the time?’ But it’s just THEIR LIVES. a case of making sure you know what you’re signing up to. And it’s ongoing – you’re making that commitment, so you do need to prioritise time for learning and continued self-growth.”

“Directors want to be the best that they can be to ensure that the organisations they govern can be the best, and the IoD www.dominionclinic.co.nz PREVENTIVE HEALTH CHECKS and the courses they offer – the learnings, the opportunity to network – makes an important contribution to that.” Get in front of the leaders Advertise in boardroom For advertising details contact Justine Turner 027 9570 315 or [email protected] BOARDROOM | 41

Astute in governance A Rotorua family business opened its doors to good governance because it makes sense, adds value and will help them grow to new heights. Grant Jeffrey

“The idea was a bit daunting,” Fiber short list would have been perfect, and enhance the board’s ability to make Fresh Managing Director Michael Bell it’s amazing that those people wanted strategic and operational business says of appointing an independent to be on our board. The process has decisions that maximise the value director onto his company’s board. given us so much confidence.” of the business,” Grant says.

“Bringing someone we didn’t know into the The IoD maintains New Zealand’s “I have a global sales and manufacturing working secrets of our 30-year-old family largest database of independent background reaching back to 1991. Along business was something we had to think directors, and helps companies match with these skill sets, I continue to be about seriously. It is a big undertaking individuals’ skills and experience part of my family businesses, hold opening that door. But once we started with their specific business needs. directorships on other medium-sized the process our confidence grew, it just companies, all of which allow me to “We are approached by a broad range bring those dynamics and experiences makes sense now. Why wouldn’t we?” of organisations looking to appoint to businesses such as Fiber Fresh.” Fiber Fresh, a world leader in fibre one or more independent directors nutrition for calves and horses, currently to their board. Family businesses in Grant was also appointed to the employs around 50 staff and exports particular are seeing the benefits of board of Jenkins Group Ltd via the IoD from its New Zealand manufacturing having independent views, to assist them DirectorSearch service last year. in meeting their objectives,” IoD Board base to a growing number of countries, Fiber Fresh says they’re looking forward Services Advisor Kelly McGregor says. including Singapore, Malaysia, Hong to what happens next. Kong, Korea, Japan and the Middle East. “We work with clients to determine their “It’s about bringing confidence to our criteria and use this to provide a long list Initially advised by New Zealand Trade investors, banks and the government of suitable candidates for consideration. and Enterprise that it needed to consider agencies funding us. I think a board We can also assist with the overall appointing an independent director member coming into our family appointment process and regularly if it wanted to continue to grow and company is going to add value, because participate on selection and appointment develop, Fiber Fresh contacted the they’re coming from an independent panels to provide an objective view.” Institute of Directors (IoD) to ask about background,” Michael says. DirectorSearch and took the leap. Experienced Tauranga director and “It’s about setting up structure, having IoD Chartered Member Grant Jeffrey Get in front of the leaders “Like most small businesses we fresh eyes and involvement from a high was chosen by Fiber Fresh. His first initially didn’t know where to go or level professional outside of what we know. board meeting was in September. how to do this but understood why it It’s important as he will hold us to account Advertise in needed to happen,” Michael says. Grant says having an independent eye and make us more astute in governance.” on a company is not only comforting “The bigger we get the more common If you are looking to appoint a director, for shareholders but also gives external sense it becomes, because it’s about call to discuss your needs with room stakeholders more confidence. board practising good governance. The calibre DirectorSearch. Tel: 04 499 0076, For advertising details contact Justine Turner of the directors the IoD provided us “Independent directors bring fresh email [email protected] or 027 9570 315 or [email protected] with was unbelievable. Anyone on the viewpoints to a board and thus visit iod.org.nz 42 | BOARDROOM

events branch 2 IoD members are welcome to attend branch events nationwide. CPD POINTS Members will be awarded Check out the full list of branch events at iod.org.nz 2 CPD points per event.

AUCKLAND WAIKATO

Fraser Whineray, CEO, Rugby World Cup: Breakfast function with Mighty River Power The aftermath David Galbraith Fraser Whineray on how the NZRU chair Brent 7:00am – 9:00am, 21 October, company is building a shared Impey considers Waikato Stadium vision of real sustainability. the question: Is it a Lunch function with Mark Stewart 7:30am – 9:00am, 30 October, celebration of brilliant Brent Impey 12:00pm – 2:00pm, 11 November, The Northern Club, governance, or is the Waikato Stadium 19 Princes Street, Auckland board responsible no matter what? 7:30am – 9:00am, 19 November, Evening panel meeting The Northern Club, Engaging executive search/finding WELLINGTON 19 Princes Street, Auckland the right skills for the board. East Coast 5.30pm – 7.30pm, 2 November, breakfast with The Northern Club, Hal Josephson 19 Princes Street, Auckland Everything you always wanted

to know about Hal Josephson BAY OF PLENTY the digital revolution, but were afraid to ask. 7:15am – 9:15am, 20 October, Employment #BelieveYouCan The Old Church, legislation: what Join us for a festive 199 Meeanee Road, Meeanee you need to know event with Sir Peter Sharp Tudhope Blake Leader Rachel After 5 with Tim Bennett, CEO, NZX partner Shima Taulelei, speaking on the Everything you need to know about Grice talks Shima Grice theme ‘Believe you can’. Rachel Taulelei capital raising for small companies. legislation for employers. 6:00pm – 9:00pm, 26 November, 5:30pm – 7:30pm, 28 October, 5:30pm – 7:30pm, 28 October, Rydges Rotorua, 272 Fenton Street, Level 1, NZX Centre, 11 Cable Street Hui Bar & Grill, 19 Pohutukawa Rotorua After 5 with The Drug Avenue, Ohope, Whakatane Christmas event Detention Agency Strategy for a board agenda Join us for a festive evening dinner Managing drugs and alcohol Maven International’s Joanna Lambert with guest speaker Steve Saunders, in the workplace – hear about on prioritising and how to get the most winner of the 2014 Westpac Tauranga directors’ responsibilities under the out of boardroom strategy sessions. Business Awards Excellence in Health and Safety at Work Act. 5:30pm – 7:30pm, 12 November, Business Leadership Award. 5:30pm – 7:30pm, 10 November, Tauranga Club, Devonport 6:00pm – 9:00pm, 9 December, Hotel Coachman, 140 Fitzherbert Road, Tauranga ASB Baypark, 81 Truman Lane, Avenue, Palmerston North Mt Maunganui Annual Dinner Join us for our annual dinner with Phil O’Reilly as guest speaker. 6:00pm – 10:00pm, 23 November, Wellington Club, 88 The Terrace BOARDROOM | 43

TARANAKI

Experiences of a new director Christmas function Graeme Johnston and Ian Steele share Guest speaker Dan Radcliffe, founder of AUCKLAND their experiences as new directors International Volunteer HQ and winner of Shirley Hastings on the BTW Company board. the EY Entrepreneur of the Year 2014. ph: 021 324 340 7:30am – 9:00am, 20 October, 7:00pm – 10:00pm, 12 November, fax: 04 499 9488 New Plymouth Golf Club, Golf Course Yarrow Stadium, Maratahu St, Westown email: Lane, Bell Block, New Plymouth auckland.branch@ iod.org.nz

NELSON MARLBOROUGH BAY OF PLENTY Laura Gaveika Annual dinner and AGM ph: 027 5888 118 Guest speaker Sir Peter Talley. email: 6:30pm onward, 3 December, The Grand Mercure Nelson Monaco [email protected]

CANTERBURY Sharynn Johnson CANTERBURY ph: 03 355 6650 fax: 03 355 6850 Dame Jenny Shipley Governance in SCIRT email: The next 25 years – a forward Jim Harland on how the board canterbury.branch@ view on things that matter. has helped deliver. iod.org.nz 5:45pm – 7:45pm, 5:45pm – 7:45pm, 18 November, NELSON MARLBOROUGH 21 October, Addington Commodore Airport Hotel, Memorial Jane Peterson Events Centre, Jack Hinton Avenue, Christchurch Dame ph: 021 270 2200 Drive, Christchurch Jenny Shipley New member lunch email: Fellows and Distinguished Fellows Dinner Meet your local branch committee [email protected] By invitation only. and find out more about the IoD. OTAGO SOUTHLAND 7:30pm to 9:30pm, 21 October, 12:00pm – 2.00pm, 27 November, Vivienne Seaton Addington Events Centre, Jack The George, Park Terrace, Christchurch ph: 03 481 1308 Hinton Drive, Christchurch Christmas cocktails fax: 04 499 9488 Enjoy an opportunity to relax and catch email: otago.branch@ up with colleagues and friends. iod.org.nz 6:00pm – 8:00pm, 3 December, Hagley Oval TARANAKI Pavilion, Riccarton Avenue, Christchurch Cathy Thurston ph: 027 2410 458 email: OTAGO SOUTHLAND taranaki.branch@ iod.org.nz Queenstown cocktail function Ethnic diversity and the bottom line WAIKATO Join us for a function with guest speaker Mr Join Mai Chen at this event, co-hosted with Megan Beveridge Mark Quickfall, Chair of Skyline Enterprises Ltd. the Southland Chamber of Commerce. ph: 021 358 772 5:30pm – 7:30pm, 23 October, 7:00pm, 29 October, Kelvin Hotel, Invercargill fax: 07 854 7429 Queenstown Resort College, Dunedin cocktail function with Jen Rolfe email: 7 Coronation Drive, Queenstown 12:00 pm, 10 November, The Dunedin Club, [email protected] Lunch function with Christopher 33 Melville Street, Dunedin WELLINGTON Luxon, CEO Air New Zealand Christmas cocktails Pauline Prince Strategy setting: the role of the board and Guest speaker Mark Verbiest, ph: 021 545 013 the CEO. Chairman of Spark New Zealand. fax: 04 499 9488 12:00pm – 2:00pm, 28 October, 5:30pm, 2 December, The Dunedin email: The Dunedin Club, 33 Melville Street, Dunedin Club, 33 Melville Street, Dunedin wellington.branch@ iod.org.nz 44 | BOARDROOM

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AUCKLAND China Watch editor David Mike O’Donnell tackled WELLINGTON Mahon gave an overview of governance, disturbance and Irrigation NZ CEO Nicky Hyslop Commerce Commission Chair China’s changing demographic, online mongrels in his talk, and spoke on the value of water for Dr Mark Berry and CEO Brent economic and political gave 10 digital rules of thumb regional New Zealand at an East Alderton talked on directors’ landscapes. for understanding the web, Coast breakfast event. obligations in relation to the business and data. Acts the Commission enforces, Members heard Labour leader Hon. Paula Bennett gave a and the benefits of an effective the Hon. Andrew Little on Nick Wells, partner at Chapman lively presentation about her compliance programme. Labour’s vision for the future Tripp, spoke on Treaty journey into politics and her of the New Zealand economy settlement issues and trends passion to make a difference on 21 August. in iwi governance at a joint in New Zealanders’ lives. IoD-CAANZ event in Kerikeri. Mai Chen spoke on cultural Former Wellington mayor Kerry intelligence and how 3months director Mark Pascall Prendergast discussed conflict demographic disruption gave a beginner’s guide to management and her views creates a burning platform for digital transformation. on the skills needed in the companies wanting to be fit for boardroom. the future. BOARDROOM | 45

1 | David Mahon (Auckland) 7 | Alex Wilson, Blair Matheson, Melissa Evans, 2 | Neil Sisam, Jan Alley (Auckland) Sarah Matheson (Bay of Plenty) 3 | Liz Gunn, Kelly Smith (Auckland) 8 | Alec Wilson, Des Hammond, Deb Shepherd 4 | Hon. Andrew Little (Auckland) (Bay of Plenty) 5 | Lizzie Leuchars, Michelle Boag (Auckland) 9 | Richard Hegan, Paul Burns, Jason Toth 6 | Hon Louise Upston, Simon Arcus, Paula Southgate, (Canterbury) 11 | Tania Palmer (Nelson Marlborough) Margaret Devlin (Waikato) 10 | Tony Offen, Dr Peter Fennessy (Otago Southland) 12 | Katrina Kidson, Dave Schape (Nelson Marlborough)

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WAIKATO BAY OF PLENTY Shelley Major of Major Consulting Group University of Auckland lecturer Deb Ngaire Best from The Treasury provided spoke on the Health and Safety at Work Act. Shepherd led an open floor interactive an overview of the landscape of discussion on areas of concern state sector board and the Crown Minister for Women Hon. Louise Upston within SMEs, suggesting where board appointment process. discussed women in leadership. and when governance can help. Dr. Bev Edlin delivered a workshop New Zealand Olympic Committee head Stephan van Lieshout from Spark on ethics in the boardroom, and Mike Stanley presented on governance Digital BoP and Xavier Marginaud from walking the ethical line. challenges facing the NZOC. Marsh discussed cybersecurity and Tom Walton of Network Box spoke on the the measures board members must urgency of cybersecurity measures. take to ensure business survival.

Matt Cooper of Sport Waikato looked 9 10 at changes in sport.

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CANTERBURY OTAGO SOUTHLAND Richard Hegan, ASB’s National Manager The Governance Wisdom Breakfast 12 Rural Corporate, gave an insightful proved popular, with aspiring directors presentation on the bank’s governance working through a case study and expectations and the use of independent learning from experienced directors. directors in farming businesses. Tony Offen, Dr Peter Fennessy, Dr Stephen Steve Abley held an interactive Sowerby, and Dr Peter Dearden outlined conversation on the changing how they balance good governance role of an SME founder. with ensuring scientists have the freedom to explore and discover. Tony McCormick and Nicky Hyslop shared their insights into crisis communications at an event in TARANAKI Timaru, noting the importance of pre- Jim Ramsay and Graham Symons shared NELSON MARLBOROUGH established relationships with media. their journeys to governance best practice Tania Palmer spoke about Contact at a panel breakfast event. Workshops tackling the question Energy’s cultural journey to zero harm. of whether an advisory board was Craig Macfarlane and James Crighton Wynyard Group CEO Craig Richardson the next step for a business drew tackled the issues faced in their family shared his views on the crime shift to a strong crowd in Christchurch. businesses, including diversifying to cybercrime. multi-site operations. THE NEW ZEALAND SECURITY CONFERENCE AND EXHIBITION “SAFE AND SECURE CITIES” will be held in Auckland on: solutions with existing systems to offer a thursday 19th November, common platform for monitoring and dealing Friday 20th November and with situations at all levels Saturday 21st November. • Regulatory obstacles including data protection the venue is the ASb showgrounds laws 217 green Lane west, greenlane, Auckland • Delivering a return on investment when funding is required the Conference theme this year is “Safe and Secure Cities”. we will also look at how technology has evolved and made it possible for government agencies, the safe-city concept presents a number of emergency services, public sector officials and challenges: professionals across the security industry to • The sharing of information effectively to reduce work together in order to deliver safe and secure crime and disorder cities which protect people and safeguard critical • The integration of smart intelligence gathering national infrastructure.

SPEAKERS include:

Peter Houlis A Charted Security Professional, with a passion for designing ground- breaking, high end CCTV, Access Control and Totally Integrated Security Solutions. Peter is an EXHibitioN experienced practitioner in the physical security field, having spent 40 years gaining considerable The ASB Showgrounds provides for a larger exhibition space, plenty of parking and easy access to the knowledge and understanding of security building. The exhibition is FREE to attend. technology and the principles and practices of protecting people and assets, along with the ethics necessary for leading a respected company.

NEtwoRKiNg RECogNiSiNg PRoDUCt EXCELLENCE The New Zealand Security Association (NZSA) is the Email: [email protected] Exhibitors are invited to present their latest range of largest industry representative body for the security products and solutions to a broad range of potential Telephone +64 9 486 0441 industry in New Zealand. Its voluntary members clients. This will be on a first – come – first – served Facsimile + 64 9 486 0442 include security companies ranging from large multi basis and since we have only 8 sessions available, you nationals to sole traders both in the private and Website www.security.org.nz need to HURRY and book. government sectors. The conference is the single largest gathering of security professionals in New Zealand. BOARDROOM | 47

Institute of Directors (IoD) boardroom is published six times a year by SENIOR MANAGEMENT TEAM COUNCIL 2015 the Institute of Directors in New Zealand Chief Executive Officer Michael Stiassny, President; (IoD) and is free to all members. Subscription Simon Arcus Liz Coutts, Vice President; for non-members is $155 per year. Dr Helen Anderson, Wellington; Manager, Membership, Margaret Devlin, Waikato; boardroom is designed to inform and Marketing and Communications Julia Hoare, Auckland; Alan Isaac, stimulate discussion in the director Nikki Franklin Wellington; John McCliskie, Nelson community but opinions expressed Manager, Governance Leadership Centre Marlborough; Ray Polson, Canterbury; in this magazine do not reflect IoD (Acting) Glenn Snelgrove, Bay of Plenty; policy unless explicitly stated. Felicity Caird Geoff Thomas, Otago Southland; Editor, Katherine Robinson 027 5639 686 Clayton Wakefield, Auckland Corporate Services Manager or email [email protected] Chris Fox COMMERCIAL BOARD Advertising, Justine Turner General Manager Commercial Simon Arcus, Chairman, Michael Stiassny, 04 474 7639, 027 9570 315 or Tim Allen Dr Alison Harrison, Rangimarie Hunia, email [email protected] Catherine McDowell, Ray Polson Branch Network Manager boardroom is designed by Strategy Design Peter McLellan & Advertising, www.strategy.co.nz Manager Chartered Pathway Institute of Directors in New Zealand (Inc) Tony Southall Mezzanine Floor, 50 Customhouse Quay, PO Box 25253, Wellington 6146, The Institute of Directors has staff based at the National Office in Wellington, New Zealand Tel: 04 499 0076, an office in Auckland, and eight branch managers operating from their localities. Fax: 04 499 9488 Email: [email protected] For National Office, telephone 04 499 0076. For branch managers’ contact details www.iod.org.nz see Branch Events, page 43 boardroom is pleased to acknowledge the support of sponsors ASB, Marsh, Chapman Tripp and KPMG.

asb.co.nz, 0800 803 804 marsh.co.nz, 0800 627 744 chapmantripp.com, 04 499 5999 kpmg.co.nz, 09 367 5800 Secure Portal for Boards and Leadership

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