New Image Annual Report 2012 concept.indd - NZX

Statutory Information (continued)
For the year ended 30 June 2012
Audit and Risk Management Committee
The Audit and Risk Management Committee is responsible for ensuring the Board discharges its
responsibilities relative to accounting and reporting, tax planning and compliance, and statutory
compliance and risk management practices. In particular:
Director remuneration (recommendation 2.6 and 3.7): Rather than the Board having a documented
method or acting on a recommendation of the Remuneration Committee, shareholders approve the
pool of Directors fees at annual general meetings and the board then allocates the pool as appropriate
in accordance with market information.
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.
Equity Security Plan (recommendation 2.7): The Board does not consider it necessary to actively
encourage the Directors to invest a portion of their remuneration in the Company’s shares because all
current Directors are also current shareholders in the Company.
94
As at 30 June 2012, the members of the committee are Mr Stewart, Mr Parkin and Mr Sinclair. Mr
Stewart resigned from the committee on 30 August 2012.
Remuneration Committee
The Remuneration Committee is responsible for ensuring the Board discharges its responsibilities
relative to the remuneration of the Company’s employees and Directors. In particular:
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 senior Executives;
reviewing and approving recommendations on the remuneration of senior management;
making recommendations to the Board on the remuneration of non-executive directors.
The current members of the committee are Mr Parkin, Mr Sinclair and Mr Stewart.
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 general meeting, one third of the nonexecutive
directors retire and are eligible for re-election.
For full details of the Company’s governance charters and policies, please refer to the Investor
Relations section on the Company website: www.newimagegroup.co.nz
Audit and Risk Management Committee (recommendation 3.1): In the year to 30 June 2012, the
Audit and Risk Management Committee did not comply with the recommendation to comprise solely
of non-executive directors because Mr Alan Stewart, an executive director, was a member of that
committee. However, Mr Stewart resigned from his position on the committee on 30 August 2012 and
accordingly, the Company now complies with the recommendation.
Review of Board committees (recommendations 3.3, 3.9 and 3.12): The Board did not undertake
reviews of the Board committees in the year to 30 June 2012. In the case of the Governance and
Nomination Committee, this was because the committee was not active during the year. The Board
intends to undertake reviews of the Audit and Risk Management Committee and the Remuneration
Committee in the next six months.
Attending Audit and Risk Management Committee Meetings (recommendation 3.4): The Board is
comfortable that it is appropriate for any director to attend Audit and Risk Management Committee
Meetings without a specific invitation.
Communication with internal auditors (recommendation 4.1): The Board considers that it is not
necessary to have a procedure for sustaining communication with the Company’s internal auditors
because the Company does not have a formal internal audit function.
Director training (recommendation 2.4): The Board expects that the Directors will continuously
educate themselves to ensure that they may appropriately and effectively perform their duties.
95
NZX Corporate Governance Best Practice Code
The Board considers that the Company materially complies with the NZX Corporate Governance Best
Practice Code, except in relation to the matters set out below.
Chief Executive and Board Chairman (recommendation 2.1): Currently Mr Graeme Clegg is both the
Executive Chairman and the Board Chairman. The Board is comfortable with Mr Clegg undertaking
both roles given the highly specialised nature of the industry that the Company operates in, the fact
that Mr Clegg does not serve on any of the Board committees and that the Company complies with
the NZX Listing Rules requirements for the number of independent directors on the Board. If required,
the Deputy Chairman will assume the role of Chairman in Board Meetings.
Nomination and appointment of Directors (recommendation 2.3 and 3.10): The Company does not
currently have a specific policy setting out a method for the nomination and appointment of directors,
except that the Governance and Nominations Committee is responsible for making recommendations
to the Board regarding Director selection criteria. The Board, in reviewing the committee charters,
plans to address this point.
NEW IMAGE GROUP ANNUAL REPORT
NEW IMAGE GROUP ANNUAL REPORT