Corporate Governance

The Board and Executive of the Company are committed to ensuring that the Company adheres to best practice governance principles and maintains the highest ethical standards. The best practice principles which the Company considers in its governance approach are the New Zealand Exchange (NZX) Listing Rules and Corporate Governance Best Practice Code and the New Zealand Securities Commission’s Corporate Governance Principles and Guidelines. The Board has adopted the following principles to ensure that the New Image Group is effectively managed.

View Corporate Documents

Responsibilities of the Board

The Board of Directors is responsible to shareholders for the overall corporate governance of the New Image Group.
It does this by:

• Active management in reviewing and determining strategic direction and policy;
• Approval of appropriate Company strategies and transactions involving acquisition or divestment or other transactions of a material nature;
• Review and approval of the Company’s budgets and business plans and monitoring of progress;
• Review of key risk identification processes and systems and monitoring the management of risks;
• Approval and review of the overall policy framework within which the business of the Company is conducted including remuneration, financial reporting, compliance, treasury management, insider trading, market disclosure and travel;
• Appointing, monitoring and rewarding the Executive; and
• Reporting to shareholders.

The Board delegates management of the day-to-day affairs of the Company to its Executive to deliver the strategic direction and goals determined by the Board.

Composition of the Board
The Company’s Constitution states that there should be no fewer than three Directors, the majority of whom should be non-executive Directors. The non-executive Directors that meet the independence criteria are Messrs Maxwell Frederick Parkin and Alan Grant Stewart.  The Board’s Charter sets out the governance principles, authority, responsibilities, membership and operation of the Board of Directors.  

Code of Ethics
The Company expects its employees, contractors, members and Directors to maintain high ethical standards.  The Company has adopted policies to ensure it maintains high standards of performance and behaviour when dealing with the Company’s members, customers, suppliers, shareholders and staff.  Specific policies are in place relating to the environment, confidentiality of Company information, complaints from stakeholders and trading of the Company’s securities.

Business Risks
The Company has in place a risk management plan to identify and address areas of significant risk to the business.  The Company maintains insurance policies that it considers adequate to meet the insurable risks.  The Executive are required to identify and report on major business risks and develop strategies to mitigate these risks in consultation with the Board.  

Reporting and Continuous Disclosure
The Company is committed to ensuring integrity and timeliness of its financial reporting and providing information to its shareholders and the market which it considers reflects the present and future prospects of the Company.  The Company has policies in place to ensure it complies with the Continuous Disclosure obligations of the NZX on an on-going basis.

Investor Relations
The Company communicates directly with shareholders through its six monthly reports.  Major shareholders are visited from time to time and open discussion is encouraged at the Annual General Meeting.

Share Trading
On a continuing basis, the Board considers whether any matters under consideration are likely to materially influence the present or future market expectations of the Company, including its share value.  It will then determine whether or not there continues to be an “open window” for share trading by Directors or Officers of the Company.  The policy is for a specific declaration in respect of this matter to be made as appropriate.  

External Audit Independence
To ensure the independence of the Company’s external auditor is maintained, the Board has agreed the external auditor should not provide any services not permitted under the International Federation of Accountants regulations.  This is monitored by the Audit and Risk Management Committee.

Committees
The Board operates three committees to assist in the execution of the Board’s duties.  Each committee has a specific charter.  Committee members are appointed from members of the Board.  All matters determined by the committees are submitted to the full Board as recommendations for Board decision.  The Chairman is an ex-officio member of all Board committees.

Governance and Nomination Committee
The Governance and Nomination Committee is responsible for the selection and performance of the Directors and Executive and for developing a set of corporate governance principles applicable to the Company. This committee is chaired by Mr Sinclair.  Messrs Parkin and Stewart are members of the committee.

Audit and Risk Management Committee
The Audit and Risk Management Committee is responsible for ensuring the Board discharges its responsibilities relative to the financial reporting and regulatory conformance. In particular:

• overseeing and liaising with the external auditors;
• overseeing compliance with statutory responsibilities relating to financial and other requirements;
• monitoring of corporate risk assessment and the internal controls instituted.

• setting policies for the remuneration of the Group’s employees having regards to the Group’s market position, the financial health of the Group and the general economic climate;
• making recommendations to the Board on the remuneration of the Chief Executive;
• reviewing and approving the Chief Executive’s recommendations on the remuneration of senior management;
• making recommendations to the Board on the remuneration of non-executive directors.

The committee is chaired by Mr Parkin. Messrs Sinclair and Stewart are members of the committee.

Annual Review by the Board

The Board reviews its performance at least annually. In addition, the Board regularly reviews the composition of the Board to ensure it has an appropriate mix of expertise and experience. In accordance with the Company’s Constitution, at each annual meeting, one third of the non-executive directors retire and are eligible for re-election.

Corporate Documents

Constitution 3.7 Mb

Board Charter 632Kb

Code of Ethics 772Kb

Audit & Risk Management Committee Charter 8175 Kb

Share Trading Policy 397 Kb

Governance & Nominations Committee Charter 375 Kb

Remuneration Committee Charter 406 Kb