Annual Report 2013 - Mainfreight

The supply chain logistics industry is
recognised as being dominantly male,
however as the Company moves into a
broader geographic range, we are
discovering areas where there is greater
gender balance such as our Logistics
business in the Netherlands, our Air &
Ocean business in many locations, and
our Russian, Polish, Finnish and Ukranian
operations, where five of six branch
managers are women.
The Board does not currently have a
Diversity policy, however Mainfreight is
firmly committed to diversity and equality
in all areas of its operations.
THE ROLE OF SHAREHOLDERS
The Board aims to ensure that shareholders
are informed of all major developments
affecting the Group’s state of affairs.
Information is communicated to shareholders
in the Annual Report, the Interim Report, and
twice-yearly Newsletters. In accordance with
the New Zealand Stock Exchange policy, the
Board has adopted a policy of Continuous
Disclosure as required. The Board
encourages full participation of shareholders
at the Annual Meeting to ensure a high level
of accountability and identification with the
Group’s strategies and goals.
The Board has constituted the following
standing Committees that focus on specified
areas of the Board’s responsibility.
AUDIT COMMITTEE
The Committee is required to establish a
framework of internal control mechanisms
to ensure proper management of
the Group’s affairs. The Committee
is accountable to the Board for the
recommendations of the external auditors,
Ernst & Young, directing and monitoring the
audit function and reviewing the adequacy
and quality of the annual audit process.
The Committee provides the Board with
additional assurance regarding the accuracy
of financial information for inclusion in
the Group’s Annual Report, including the
Financial Statements. The Committee is also
responsible for ensuring that the Group has
an effective internal control framework.
These controls include the safeguarding
of assets, maintaining proper accounting
records, complying with legislation, including
resource management and health and safety
issues, ensuring the reliability of financial
information, and assessing and over viewing
business risk. The Committee also deals
with Governmental and New Zealand Stock
Exchange compliance requirements.
During the year, two changes were made to
the Committee’s members: Richard Prebble
vacated his position and assumed a role on
the Remuneration Committee and Simon
Cotter was appointed to the Committee.
Audit Committee:
Carl Howard-Smith, Chairman
Simon Cotter, Director
Bryan Mogridge, Director
REMUNERATION COMMITTEE
The Committee reviews the remuneration
and benefits of senior executives and
makes recommendations to the Board.
The Committee also monitors and reports
on general trends and proposals concerning
employment conditions and remuneration.
General remuneration for all team members
is reviewed on an annual basis and
takes into account CPI and responsibility
changes for each individual. This does not
include senior executives. Senior executive
remuneration is reviewed every eighteen
months.
A general increase is applied to all salaries
in April, as detailed below. Senior executives’
salaries are reviewed every 18 months, and
were last reviewed in April 2012.
1 April 2013 1 April 2012
New
2.5% 3.0%
Zealand
and
Australia
USA 2.0% 3.0%
Asia 5.0% 5.0%
Europe 2.0% 2.0%
The discretionary bonus system used in
Mainfreight was applied during the financial
period. This bonus calculation is applied
across all business units other than the
Wim Bosman Group and only to those
people who have completed 12 months
continuous full time service for Mainfreight.
The total cost of this discretionary bonus for
the 2013 financial year is $13.98 million.
Richard Prebble was appointed to the
Committee during the past year..
Remuneration Committee:
Bruce Plested, Executive Chairman
Emmet Hobbs, Director
Richard Prebble, Director
Corporate Governance
55