Board of Directors

1. Introduction

In carrying out its responsibility and powers as set out in this Charter, the Board will at all times recognise its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of Napier Port Limited’s shareholders, its employees, customers and the wider community. In carrying out its activities, the Board is committed to achieving high standards of corporate governance. Good corporate governance is core to ensuring the creation, protection and enhancement of shareholder value.

2. Role of the board

The Board is ultimately responsible for setting the strategic direction of the Company, oversight of the management of the Company and direction of its business strategy, with the ultimate aim being to operate Napier Port as a successful business in accordance with the Port Companies Act (s.5). The Board is accountable to shareholders for the performance of the Company.

3. Responsibilities of the board

In carrying out its principal function, the Board’s specific responsibilities include:

• providing, in consultation with the Chief Executive, strategic direction for, and approving, the Company’s business strategies and objectives;
• reviewing and approving the Company’s budgets and business plans and monitoring the management of the Company’s capital;
• providing leadership of the Company within a framework of prudent and effective controls which enables risk to be assessed and managed;
• identifying the principal risks faced by the Company and taking reasonable steps designed to ensure that appropriate internal controls and monitoring systems are in place to manage and, to the extent possible, reduce the impact of these risks;
• monitoring the operational and financial position and performance of the Company;
• providing Health & Safety leadership of the Company with the aspiration of achieving Zero Harm within an updated legislative and regulatory framework;
• requiring that financial and other reporting mechanisms are put in place by the Chief Executive which result in adequate, accurate and timely information being provided to the Board and the Company’s shareholders being fully informed of all material developments relating to the Company;
• appointing, and where appropriate, removing the Chief Executive, approving other key executive appointments that the Board may designate from time to time and monitoring the performance of the Chief Executive, having regard to the Company’s strategic direction and goals;
• reviewing and approving the Company’s remuneration policies;
• establishing procedures to ensure that financial results are appropriately and accurately reported on a timely basis in accordance with all legal and regulatory requirements;
• adopting appropriate procedures to ensure compliance with all laws, governmental regulations and accounting standards; · approving and regularly reviewing the Company’s internal decision-making and compliance policies and procedures, including any codes of conduct, this Board Charter and the charters of the Board’s Committees; and
• ensuring that the Company’s internal decision making and compliance policies and procedures are adhered to, to ensure that the business of the Company is conducted in an open and ethical manner.

4. Delegation of responsibilities to management

The Board delegates the day-to-day affairs and management responsibilities of the Company to the Chief Executive and Senior Executives to deliver the strategic direction and goals determined by the Board. This delegation includes:

• operating the Company’s business within the parameters set by the Board from time to time and, where a proposed transaction, commitment or arrangement exceeds these parameters, referring the matter to the Board for its consideration and approval;
• developing business plans, budgets and Company strategies for the Board’s consideration and, to the extent that they are approved by the Board, implementing these plans, budgets and strategies;
• identifying and managing business risks, and if those risks could materially affect the Company or its business, formulating strategies to manage those risks;
• develop and manage appropriate Company Health & Safety policies and provide timely reporting of Company performance to the Board;
• managing the Company’s current financial and other reporting mechanisms to ensure that they are functioning effectively to capture all relevant material information on a timely basis; and
• implementing the Company’s internal controls, policies and procedures and monitoring these controls, policies and procedures and ensuring that they are appropriate and effective.

5. Delegation of responsibilities to committees

The Board may, from time to time, establish committees to assist it in carrying out its responsibilities. For each committee, the Board shall adopt a formal charter that sets out the delegated functions and responsibilities for, and the composition and any administrative matters relating to, that committee. The Board currently has the following committees:

• Audit and Risk Management Committee;
• Remuneration Committee; and
• Health and Safety Committee

The Board is responsible for the oversight of its committees. This oversight shall include, in relation to each committee, determining and reviewing its composition and structure and regularly reviewing its performance against its charter.

6. Membership

The Constitution provides that the number of Directors must at any time be no more than nine and no less than six. Subject to these limitations, the number of Directors to hold office will be fixed from time to time by the Board. Directors will receive induction training upon appointment, and maintain appropriate levels of financial, legal and industry understanding, throughout their appointment. A majority of the Directors should be independent. A Director is only to be regarded as independent if they do not have any direct or indirect interest or relationship that could reasonably influence, in a material way, the Director’s decisions in relation to the Company. The Board shall regularly review the independence of each Director in light of interests disclosed.

7. Terms of appointment

• The appointment of and terms of Director appointments is a shareholder decision and is normally for a term or subsequent terms of up to three years.
• The Board has determined that good governance requires regular renewal of the Board.

8. Chair

The Chair must be independent and is appointed by the shareholder.

The Chair carries out a leadership role in the conduct of the Board and its relations with shareholders and other stakeholders. He/she maintains a close professional relationship with the Chief Executive and the Senior Management Team. He/she chairs Board Meetings, as well as Annual Meetings of shareholders, and concerns themselves with the good order and effectiveness of the Board and its processes. The Chairman must ensure that all Directors are encouraged to participate in the affairs of the Board and have an adequate opportunity to express their views.

9. Meetings

The Board shall meet as often as it deems appropriate.

Board papers will be provided to Directors sufficiently prior to Board Meetings, to allow attendees to become familiar with the issues to be addressed. The Chief Executive shall ensure that Directors are receiving information of sufficient content, quality and timeliness as the Board considers necessary to enable the Board to effectively discharge its duties.

10. Review

The Board shall undertake a biennial performance evaluation of itself that:

• compares the performance of the Board with the requirements of this Charter;
• reviews the performance of the Board’s committees; and
• effect any improvements to this Charter deemed necessary or appropriate.

The performance evaluation shall be conducted in such a manner as the Board deems appropriate.

Introduction and purpose

The Code of Ethics sets out the ethical and behavioural standards expected of Directors and employees of Napier Port Holdings Limited (Napier Port) and its subsidiaries (all together, the Napier Port Group).

The purpose of the Code of Ethics is to underpin and support Napier Port’s vision and values that govern our collective and individual behaviour. The vision and values of Napier Port are an integral part of Napier Port’s Code of Ethics.

The Code of Ethics is not an exhaustive list of unacceptable behaviour. Rather it is intended to guide decisions of Directors and employees so that they are consistent with the Napier Port Group’s values, goals and legal obligations.  It also provides guidance as to what constitutes misconduct and serious misconduct and the potential consequences of misconduct.

This Code of Ethics is supported by other governance policies of Napier Port, including (but not limited to) the Board Charter, the Conflict of Interest Policy and the Disclosure of Wrongdoing Policy (including the Disclosure of Wrongdoing Procedure). All of the Napier Port Group’s governance policies can be found on the Napier Port intranet, Sharepoint.

Vision

“Together, we build a thriving region by connecting you to the world.”

Compliance with laws, listing rules and Napier Port’s policies

Directors and employees will familiarise themselves with the Napier Port Group’s polices and are expected to comply with all relevant policies, procedures and frameworks at all times.

Directors and employees are expected to abide by the laws, rules and regulations of New Zealand as well as the NZX Listing Rules.

Directors and employees will comply with all statutory and disclosure requirements on a timely basis.

In accordance with the NZX Corporate Governance Code, every Director and employee of the Napier Port Group is expected to:

• act honestly and with personal integrity in all actions;
• declare conflicts of interest and proactively advise of any potential conflicts (also see Conflicts of Interest Policy);
• undertake proper receipt and use of corporate information, assets and property;
• in the case of Directors, give proper attention to matters before them;
• act honestly and in the best interests of the Napier Port Group, as required by law, and take account of interests of shareholders and other stakeholders;
• adhere to any procedures around giving and receiving gifts (also see Conflicts of Interest Policy);
• adhere to any procedures around whistle blowing (also see Disclosure of Wrongdoing Policy and Disclosure of Wrongdoing Procedures); and
• manage breaches of the NZX Corporate Governance Code.

Conduct

The conduct of Directors and employees, whether to customers, suppliers or competitors, can impact on the way external parties view the Napier Port Group.

Directors are expected to set an example and to act in accordance with the highest standards of conduct. Acts of serious misconduct will result in removal from the office of director.

Directors must also:

• have an understanding of the legal, fiduciary and ethical requirements affecting directors in New Zealand;
• be familiar with current business management techniques and related ethics;
• undertake appropriate training to remain current with how to best to discharge their duty as a director; and
• be aware of issues impacting the Napier Port Group’s business.

Directors and employees are expected to conduct themselves in accordance with the values of the Napier Port Group.

Any acts of serious misconduct by employees could lead to disciplinary action including dismissal. Serious misconduct includes fraud, dishonesty and acting in a way that threatens health and safety or hinders the safe and proper performance of the duties of the employee or of other employees.

This list is not exhaustive and any other offence which is not specifically covered by the list, but which is of similar nature, may be considered to be serious misconduct if the offence undermines the trust and confidence of Napier Port and the Napier Port Group.  Directors and employees must not seek or accept any type of compensation, fee, commission or gifts which might compromise their integrity or which might place the Director or employee under a perceived or real obligation to a third party, now or in the future. If a Director or employee is unsure or in any doubt as to the nature of the item (gift), he or she should seek clarification from the Chair or Chief Executive Officer as appropriate.  Failure to disclose a perceived obligation to a third party could lead to disciplinary action.

Directors and employees may only act within the powers delegated to them and at all times in compliance with Napier Port’s Delegation of Authority Policy.

Directors and employees must fully co-operate with both internal and external auditors of Napier Port and must not mislead or conceal any relevant information from those auditors.

Conflicts of interest

A conflict of interest occurs when an individual’s interests interfere, or appear to interfere, with the interests of the Napier Port Group. Napier Port expects its directors and all employees of the Napier Port Group to act in the best interests of the Napier Port Group at all times and to avoid any conflicts of interest.  All Directors and employees should familiarise themselves with the Conflict of Interest Policy (which can be found on the Napier Port intranet, Share Point).

Directors and employees must not use their position, or any Napier Port Group information, for personal benefit independent from the business of the Napier Port Group, or to benefit any other business or person.

An employee who is unsure whether a situation is, or may become, a conflict of interest should discuss the circumstances with his or her manager or the Chief Financial Officer.

Other than with the prior written consent of the Chair of the Napier Port Board of Directors, no Director or employee will engage in or pursue an activity that is, or risks, a conflict of interest with the Napier Port Group.

No Director or employee will accept or make any bribe, gratuity or other inducements in the course of business dealings on behalf of the Napier Port Group. This does not apply to complimentary items, entertainment and hospitality activities that are normal in an ethical business context. None the less a gift register of these items is maintained and reviewed regularly (at least annually) by the Chair of the Napier Port Board of Directors.

Reporting concerns

If any employees in the Napier Port Group become aware of a breach or suspected breach of this Code or of any law, regulation, Napier Port policy or any other serious wrongdoing, they should report it to:

• the Chief Financial Officer;
• if not appropriate for any reason, to the Chief Executive Officer; or
• if none of the above are appropriate for any reason, the Chair or a director of a Napier Port Group company or Napier Port’s external auditors.
  Failure to follow the Code of Ethics and related policies may result in disciplinary action.  Napier Port will keep transparent and accurate records of all disclosures and subsequent actions.Through its Disclosure of Wrongdoing Policy, Napier Port recognises the protections afforded employees under the Protected Disclosures Act 2000 and will support employees who, acting in good faith, report any serious wrongdoing. To the extent it is possible to do so, Napier Port will keep confidential the identity of the person making the report.  For more information, please refer to Napier Port’s Disclosure of Wrongdoing Policy (including the Disclosure of Wrongdoing Procedure).

Proper use of Napier Port’s information

Directors and employees must not disclose any confidential information about the Napier Port Group or in the possession of the Napier Port Group to any person unless authorised by Napier Port to do so. Confidential information means all information about the Napier Port Group and its operations that is not publically available.

The Napier Port Group’s confidential information will generally not be disclosed to any person who is not a Director or employee, unless that person has entered into a confidentiality agreement.  Should any employee inadvertently gain access to any confidential information they are not authorised to have access to, they should immediately seek guidance from their manager.

Directors and employees must not, without authority, directly or indirectly, state that they are representing the Napier Port Group or its position in respect of any matter to media or to any external parties.

Directors and employees must not use the Napier Port Group’s information for personal gain or the benefit of others.

Directors and employees are committed to protecting confidential information and personal information of Napier Port’s customers, other employees, suppliers, stakeholders and any other business partners at all times.  All personal information will be handled in accordance with all applicable privacy laws and shall only be collected for lawful and specific business purposes.  All Directors and employees should refer to and be familiar with the Napier Port Privacy Policy.

Proper use of the Napier Port Group’s assets and property

Directors and employees are responsible for taking all prudent steps to ensure the protection of the Napier Port Group and its customers’ assets and property, and to minimise the possibility of theft by any person. Directors and employees must ensure that the Napier Port Group’s assets and property are used only for the purposes of the Napier Port Group and in accordance with appropriate authorisations.

Review

The Code of Ethics is subject to annual review by the Board of Directors of Napier Port.

An experienced director, Alasdair joined the Napier Port board in April 2014 and took up the chairman’s role in December that year. Based in Hawke’s Bay, he has a keen interest in strategy and is passionate about growing businesses in our region. He chairs the Hawke’s Bay chapter of ExportNZ and was involved in authoring the Hawke’s Bay Regional Economic Development Strategy – Matariki.

Alasdair brings a range of experience across the energy, infrastructure, technology and primary sectors. Alongside his role as chairman of Napier Port, he is chair of Optimal Product Ltd, Hold Fast Investments Ltd and tech firm SilverStripe Ltd.

Wendie joined the Napier Port board in 2013, and has an extensive background in law, executive management and business consultancy.

Based in Hawke’s Bay, Wendie’s governance experience includes Hawke’s Bay Airport, Centralines Limited, QRS (Quality Road Services (Wairoa) Ltd) and ETCO (Electrical Training Company Ltd). Wendie also serves on the EIT Council and as Commissioner on the New Zealand Gambling Commission.

Diana joined the Napier Port board in 2017, and has a broad background in commercial, iwi and sports governance. She is a director of Ngāti Porou Holding Company and currently sits on the boards of the Tāmaki Redevelopment Company, Manawanui in Charge, New Zealand Olympic Committee and NZ Cricket.

Diana is of Ngāti Porou descent and is passionate about improving the lives of New Zealanders, iwi and the local communities in which we live. She has previously served as a director for Auckland Council Investments Ltd and the World Masters Games 2017. A Fellow Chartered Accountant, Diana was formerly the Chief Financial Officer of Ngāti Whātua Ōrākei Corporate.

Stephen Moir joined the Napier Port board in 2017. He brings an extensive background in institutional banking and financial markets, having held senior roles at Westpac Institutional Bank, Credit Suisse (Singapore), and Citibank (Singapore, Thailand and Australia).

Stephen is a director of The Guardians of the New Zealand Superannuation Fund, the Crown entity responsible for managing the New Zealand Super Fund’s global investment portfolio. He was previously a non-executive director on the BNZ board, and chaired both BNZ Life Insurance Ltd and BNZ Insurance Services Ltd, as well as the advisory board to the Victoria University Chair of Business in Asia.

Vincent Tremaine joined the Napier Port board in February 2019. He brings a wealth of experience in the port sector, having served for 16 years as CEO of Flinders Ports Holdings, which owns seven South Australian ports.

Based in Adelaide, Vincent is currently Chairman of Riverland Holdings and a director of South Australia’s Statewide Superannuation. He has served as Chairman of both Ports Australia and the South Australian Chamber of Commerce and Industry and as a director of Australia’s National Heavy Vehicle Regulator. He has also worked for Toll Ports and Resources, managing GeelongPort and Port of Hastings in Victoria.

John Harvey joined the Napier Port board in February 2019. He brings a strong background in financial services, including NZX listings, acquisitions, mergers and financial reporting. He was a partner at PricewaterhouseCoopers for 23 years, including eight years as Auckland Managing Partner.

John is currently a non-executive director of listed companies Heartland Bank, Investore Property, Stride Property Group and Kathmandu Holdings. He has previously served on the board of Port Otago for nine years, and has been a director of Ballance Agri-Nutrients and APN News and Media.