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