08 - Our Financials

Board Composition and Performance

Te Ohu Kai Moana Trustee Limited is the controlling shareholder of Moana New Zealand and is responsible for appointments to the Board. The Board has statutory responsibility for the affairs and activities of Moana New Zealand. Directors are required to monitor, direct, and control the activities of Moana New Zealand and to ensure a high standard of corporate governance is exercised in the interests of the Company and shareholders.

The Board considers the annual business plan prior to the begining of the financial year in order to determine the annual targets. The Board also sets the direction of Moana New Zealand by agreeing objectives and approving strategies. It is the role of the Chief Executive Officer and senior management to develop the strategy and manage the day-today operations.

Code of Corporate Governance

As required by our constitution the Board has implemented a Code of Corporate Governance (incorporating a Code of Ethics). This code reflects accepted best practice among companies listed on the New Zealand Stock Exchange.

The guiding principles upon which the Company Governance Code is based, includes integrity and accountability. A clear understanding of moral and ethical responsibilities and strict observance of these obligations will assist Moana New Zealand in gaining support from Iwi and other stakeholders for the Company’s strategies.

The following is a summary of the sections from the Moana New Zealand Corporate Governance Code:

Board Composition and Performance

The Board represents a balance of independence, skills, knowledge, experience, and perspectives ensuring Moana New Zealand works effectively.

During the course of the year the Board has guided the direction of Moana New Zealand and provided oversight to management at a strategic level.

Ethical Standards

Directors have demonstrated and fostered ethical standards as required by the Code and acted honestly and in good faith.

Relationships with Iwi

Directors have ensured that Moana New Zealand uses its best endeavours to work co-operatively with Iwi, consistent with the requirement of the Māori Fisheries Act to manage Moana New Zealand assets in a commercial manner.

Stakeholder Interests

The Board respects the interests of all stakeholders within the context of Moana New Zealand’s special type of ownership and its fundamental purpose.

Reporting and Disclosure

Accountability is a principal incentive for good corporate governance and the Board demands integrity both in financial reporting and in the timeliness and level of disclosure.

Auditor

The Board ensures the integrity, objectivity and independence of the external audit process.

Risk Management

The Board annually reviews that Moana New Zealand has appropriate policies and processes that identify and manage all potential and relevant risks.

Remuneration

Remuneration of executives is transparent, fair, and reasonable.

Board Committees

The Board uses committees in key areas where this enhances Moana New Zealand’s overall effectiveness while retaining full Board responsibility for all governance decisions.

Three Committees to assist and enhance the Board’s stewardship in three key areas – financial integrity and business risk, Health and Safety and executive remuneration.

The Committees make recommendations to the full Board on all matters requiring a decision.

Health and Safety Committee

The Health and Safety Committee has written terms of reference, and its activities are reviewed by the full Board.

The Health and Safety Committee assists the Board in health and safety policy and planning, delivering an effective system, and monitoring and reviewing the performance.

The Health and Safety Committee met on five occasions during the year. The members were: Alan Gourdie (Chair), Greg Summerton, Mavis Mullins, Liz Ward.

Audit and Risk Committee

Written terms of reference guide the activities of the Audit and Risk Committee and these activities are reported to and reviewed by the full Board. Directors who are not members of the Audit and Risk Committee receive all Committee papers and may attend meetings.

The Audit and Risk Committee assists the Board in financial reporting compliance and meeting its responsibilities under the Financial Reporting Act 2013 and the Companies Act 1993. The Audit and Risk Committee also reviews the work and findings of the external auditor, Deloitte Limited.

The Auditor has direct access, via the Chair, to the Committee and Deloitte Limited attend the Audit and Risk Committee meetings. Prior written approval of the Board is required before the external auditor is able to perform any non-external audit work.

This decision is based on a review of the appropriateness of engaging the external auditor for the specified non-audit work as opposed to Moana New Zealand carrying out the work in-house or through other external parties.

The Auditor did not carry out any non-audit work during the year. The Audit and Risk Committee reviews the adequacy of internal controls and insurance policies. Moana New Zealand has an ongoing internal audit programme to assist in ensuring performance is robust.

A good cross section of commercial, accounting and finance experience is provided by Directors of the Audit and Risk Committee, who met on four occasions during the year.

The members were: Tony Hannon (Chair), Jason Witehira, Hinerangi Raumati-Tu’ua, Glenn Hawkins.

Executive Remuneration Committee

The Executive Remuneration Committee has written terms of reference and its activities are reviewed by the full Board.

The Executive Remuneration Committee is responsible for setting and reviewing the remuneration of the CEO and executive management as well as overseeing remuneration policies and practices at all levels of management.

The Executive Remuneration Committee met three times during the year. The members were:
Hinerangi Raumati-Tu'ua (Chair), Tony Hannon, Mavis Mullins, Liz Ward.