Annual Report 2013 - Mainfreight

Corporate
Governance
THE ROLE OF THE BOARD OF
DIRECTORS
The Board is responsible for the proper
direction and control of the Group’s activities.
This responsibility includes such areas of
stewardship as the identification and control
of the Group’s business risks, the integrity
of management information systems and
reporting to shareholders. While the Board
acknowledges that it is responsible for the
overall control framework of the Group, it
recognises that no cost effective internal
control system will preclude all errors and
irregularities. Our system is based upon
written procedures, policies and guidelines,
organisational structures that provide an
appropriate division of responsibility, and the
careful selection and training of all qualified
personnel.
The Board includes in its decision making;
dividend payments, the raising of new capital,
major borrowings, the approval of annual
accounts and the provision of information
to shareholders, major capital expenditure
and acquisitions. It does however delegate
the conduct of day to day affairs of the
Company to the Group Managing Director
and Executive Chairman.
Financial statements are prepared monthly
in conjunction with the weekly profit and loss
statements generated at branch level. These
are reviewed by the Board progressively
through the year to monitor management’s
performance.
BOARD MEMBERSHIP
During the financial year, Mr Simon Cotter
was appointed to the Board. The Board
now comprises seven Directors, comprising
an Executive Chairman, a Group Managing
Director and five Directors, four of whom
are independent. From time to time key
executives are invited to attend full Board
Meetings and are encouraged to fully
participate in all debate. The Board met on
seven occasions in the financial year ended
31 March 2013.
DIRECTORS MEETINGS
The Directors normally hold five Board
Meetings per year over two day periods
throughout Australia, New Zealand, United
States, Asia and Europe in locations of
interest and concern. At the close of day
one of each meeting, customers and/or
our team are invited to meet Directors and
management.
meetings Meetings
held Attended
Bruce Plested 7 7
Richard Prebble 7 7
Carl Howard-Smith 7 7
Don Braid 7 7
Emmet Hobbs 7 7
Bryan Mogridge 7 7
Simon Cotter 1 1
(appointed 1 January 2013)
SHARE TRADING
The Board has set out a procedure which
must be followed by Directors and key
Executive Management when trading in
Mainfreight Limited shares. This procedure
follows the Security Markets Regulations
2007.
FUNDING
Group funding facilities were extended to
April 2018 (previously in place to March
2016) at substantially the same terms.
GROUP MANAGEMENT STRUCTURE
The Group’s organisational structure is
focused on its core competencies; domestic
distribution, international air and ocean
freight forwarding, warehousing and supply
chain management. These operations are
located in New Zealand, Australia, the United
States of America, Europe and Asia. During
the year a country/regional management
structure was introduced to reflect the size
and diversity of our global operations. It is our
belief this will provide an ideal platform for
succession planning.
DIVERSITY
The Board recognises the current
requirement placed by NZSX Listing Rules
on Issuers to report on diversity, and has
included a gender breakdown across its full
team in its Annual Reports for many years.
At the level of Directors and Officers, gender
composition is set out below, and reflects
changes in both Board and management
structure which took place during the year.
Mr Simon Cotter was appointed as a
Director with effect from 1 January 2013,
bringing the number of Directors to seven.
The Company’s management structure was
streamlined in a move away from product/
discipline leaders in each region, to overall
country/regional management:
this year
Last year
Male Female Male Female
Directors 7 0 6 0
Officers 10 0 19 1
All Team
Members
70% 30% 73% 27%
52 Mainfreight | Annual Report 2013