Landcorp - Crown Ownership Monitoring Unit

Subsidiary Boards,Committees andManagementLandcorp has four subsidiarycompany boards. One ofthese, Landcorp Pastoral Ltd,comprises all parent companyBoard Directors. The other three,Landcorp Estates Ltd, LandcorpDevelopments Ltd and LandcorpHoldings Ltd, have as directors,the parent company Chairmanand Deputy Chairman and twodirectors from management.In addition, the main Board hastwo standing committees withclear charters. The Audit andDue Diligence Committee dealswith financial matters includingaudit, risk review and mitigation,insurance, and major legalcontracts. The RemunerationCommittee recommends theallocation of individual directorfees and Chief Executiveremuneration; and overseesstaff remuneration policies.Committee recommendationsare approved by the Board.Landcorp is subject to externalaudit by the Office of theController and Auditor General(OCAG) under the Public AuditAct 2001. The OCAG hasapproved Trevor Deed, using thestaff and resources of Deloitte,as its agent to perform the audit.This external audit includesadditional requirements tothe usual financial statementfocused audit, such as reviews ofperformance, waste and probity,procurement policies, reviewof all severance payments andreporting against SCI targets.Internal audit services, coveringfinancial and operational policiesand procedures and areas ofgeneral risk, have been deliveredby an independent accountingfirm, Ernst & Young. The role ofinternal audit and its deliveryare presently under review.Topics for internal audit focusare determined by the Audit andDue Diligence Committee andsenior management.Both external and internalauditors attend the Board’s Auditand Due Diligence Committee,and have direct access to theChairman as required. The Auditand Due Diligence Committeehas regular directors-onlysessions with the auditors,where management is notpresent. The external auditorreports independently, on anannual basis, to the shareholdingMinisters.Within the organisation, thereare procedural documentsapproved by the Board coveringoperational policies andguidelines, financial policies,delegations and employmentmatters. There is a managementcommittee comprising executivestaff and an external advisor,which meets monthly tooversee the Company’s treasuryfunctions and review areasof major financial risk, withinpolicies determined by the Board.Continuous DisclosureFrom 1 January 2010, Landcorp,along with other larger SOEs, hasadopted “Continuous DisclosureRules.” Based on similar rulesused by the New Zealand StockExchange, the aim is to ensure“material information” affectingan SOE is made available to thepublic at an early stage.“Material information” is definedas including matters thathave a material effect on thecurrent commercial value of theCompany, dividend declarationsand transactions which represent5% or more of Landcorp’scurrent commercial value.Exceptions to the disclosure rulesinclude matters where there isan obligation of confidentiality,trade secrets, incompleteproposals or negotiations,matters of supposition andinformation generated forinternal management purposes.In addition to othernormal company disclosurerequirements, Landcorp isalso subject to the OfficialInformation Act 1982, theOmbudsmen Act 1975 andwhistle blowing legislation (theProtected Disclosures Act 2000).Information released under theContinuous Disclosure Rules,key disclosure documents and adescription of the business, arepublished on Landcorp’s website.The following table sets out themeetings attended by Directorsduring the year.Board and Committee MeetingsYear to 30 June 2010Landcorp Audit and Due Landcorp Landcorp Landcorp LandcorpFarming Diligence Remuneration Estates Pastoral Developments HoldingsDirector Appointed Retired Ltd Committee Committee Ltd Ltd Ltd Ltd(12 meetings) (4 meetings) (2 meetings) (4 meetings) (5 meetings) (5 meetings) (4 meetings)Hon. J R Sutton 1.8.06 Chair 12 4 2 Chair 4 Chair 5 Chair 5 Chair 4A W Baylis 1.11.09 6 1 3F R S Clouston 1.5.06 10 3 5L B Henry 11.11.03 31.10.09 1 1 1T Houpapa 1.5.10 2 1M L James 6.4.03 12 Chair 4 5W A Larsen 1.5.06 11 Chair 2 4 5 5 4J M Mitchell 1.5.09 12 2 5B J Morrison 1.5.08 10 1 4M R Mullins 4.4.03 30.4.10 6 1 3C M Kelly 29.10.01 4 5 4B A R Card 25.8.04 31.1.10 3J C Kennedy-Good 24.3.06 4A J Still 24.4.07 441