Contents
Foreword
Overview
- 0.1 The Four Pillars of Governance Best Practice
- 0.2 What is corporate governance?
- 0.3 Corporate governance landscape in New Zealand
- 0.4 Directors in New Zealand
- 0.5 Forecasting the future board
The first pillar - Determining purpose
- 1.1 Purpose
- 1.2 Strategy
- 1.3 Sustainability and climate action
- 1.4 Mergers and acquisitions
- 1.5 Governance in SMEs
- 1.6 Family businesses
- 1.7 Not-for-profit boards
- 1.8 State sector governance
- 1.9 Māori-owned entities
- 1.10 Advisory boards
- 1.11 Co-operatives
The second pillar - An effective governance culture
- 2.1 Board culture
- 2.2 Ethics and organisational culture
- 2.3 Board architecture – a charter for the board
- 2.4 Board composition and succession planning
- 2.5 Key competencies for non-executive directors
- 2.6 Due diligence
- 2.7 Induction
- 2.8 Director development
- 2.9 Board and director evaluation
- 2.10 Exiting the board
- 2.11 Planning the board’s workload
- 2.12 Role of the chair
- 2.13 Conflict on the board
- 2.14 Crises and the board
- 2.15 Effective board meetings
- 2.16 Human capital
The third pillar - Holding to account
- 3.1 Management accountability
- 3.2 Appointing and managing the CEO
- 3.3 Incentive schemes for management
- 3.4 Risk management
- 3.5 Internal audit
- 3.6 Technology and information governance
- 3.7 Health and safety governance
- 3.8 Human rights in business
- 3.9 Reporting to the board
- 3.10 Board papers
- 3.11 Employees holding external directorships
The fourth pillar - Effective compliance
- 4.1 Compliance
- 4.2 Directors’ duties
- 4.3 The solvency test
- 4.4 Director shareholdings and insider trading
- 4.5 Conflicts of interest
- 4.6 External reporting
- 4.7 Company records and information
- 4.8 Committees of the board
- 4.9 Audit committees
- 4.10 Nomination committees
- 4.11 Remuneration committees
- 4.12 Director remuneration
- 4.13 Annual meetings
- 4.14 Insurance and indemnities
- 4.15 Claims process
- 4.16 The company secretary or corporate officer
- 4.17 Subsidiary company boards
Appendices
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