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Directors & Officers

Corporate governance handbook

We recognise the vital role good corporate governance plays in contributing to markets that are fair, efficient and transparent, and to ensuring stakeholders’ interests are respected.

Appropriate processes and systems help to manage risks and allow those in governance roles to focus on growth, value creation and the long-term sustainability of their businesses.

The approach taken in this handbook recommends that boards provide sufficient meaningful information to show how they meet nine high-level principles:

  1. Ethical standards: Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for delivering these standards throughout the organisation.
  2. Board composition and performance: To ensure an effective board there should be a balance of independence, skills, knowledge, experience and perspectives.
  3. Board committees: The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.
  4. Reporting and disclosure: The board should demand integrity in financial reporting and in the timeliness and balance of corporate disclosures.
  5. Remuneration: The remuneration of directors and executives should be transparent, fair and reasonable.
  6. Risk management: Directors should have a sound understanding of the key risks faced by the business, and should regularly verify there are appropriate processes to identify and manage these.
  7. Auditors: The board should ensure the quality and independence of the external audit process.
  8. Shareholder relations: The board should foster constructive relationships with shareholders that encourage them to engage with the entity.
  9. Stakeholder interests: The board should respect the interests of stakeholders, taking into account the entity’s ownership type and it’s fundamental purpose. 

Download a full copy of the Corporate governance handbook.

 

A director’s guide: the essentials of being an effective director 

Being a director is more than just a title. This guide outlines some of the essential behaviours directors should demonstrate to meet legal, regulatory and ethical standards for directors, and tells you where you can go to find out more information.

Read more.

Going Public: A Director’s Guide

The number of companies looking to access the equity markets continues to grow. This guide is intended to help directors assess whether going public is the right choice for their company and provide an insight into the process of becoming a public company. It is not a comprehensive account of the legal obligations of directors during an initial public offering (IPO). Your professional advisers can help you understand those details.

Download a full copy of Going Public: A Director’s Guide

FMA's CE Rob Everett for Institute of Directors

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