ANNUAL REPORT 2014/2015

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OSPRI | FINANCIAL STATEMENTS 2014/2015 GOVERNANCE The Board of Directors (the Board) is responsible for and committed to maintaining the highest standards of corporate governance, ensuring transparency and accountability to shareholders and stakeholders. Nomination and Appointment of Directors and the Chief Executive Procedures for the appointment and removal of directors are governed by the company’s constitution. The major shareholders, DairyNZ and Beef + Lamb New Zealand are each entitled to appoint one director. The Stakeholders’ Council identifies and nominates candidates to fill the remaining four or five director vacancies for approval by shareholders. The maximum term for which a director may be appointed is three years. A director is eligible for re-appointment or re-election after the expiry of his or her term of appointment. OSPRI New Zealand Limited has appointed directors to the boards of each of the two subsidiaries, TBfree New Zealand Limited, and NAIT Limited. The Board farewelled the inaugural chief executive Mr William McCook on 28 February 2015. The Board appointed Ms Michelle Edge, who commenced on 4 May 2015. Mr Stu Hutchings was acting chief executive in the intervening period. BOARD COMMITTEES The Board has established the following committees to examine proposals and make recommendations. Audit and Risk Committee The Committee consists of at least three Board members. Collectively, people appointed to the Audit and Risk Committee need to have: • financial expertise • knowledge of governance, assurance, and risk management best practice, and • other attributes as deemed appropriate (for example, legal or information technology experience). The Committee’s role is to assist the Board to fulfil its responsibilities in relation to the oversight of the: • quality and integrity of financial reporting • independence and performance of the external auditor, and • adequacy of the internal control system for financial reporting integrity. Human Resources Committee The objective of the Committee is to assist the Board in setting policies and standards for employees relating to remuneration, and employment. The Committee also oversees the OSPRI Director Mentoring Programme. The Committee’s role is to assist the Board to fulfil its responsibilities in relation to: • the development of an effective policy and structure for the management of health and safety • monitoring health and safety performance and delivery, and • setting and reviewing the remuneration policies and practices of OSPRI and its subsidiaries. 62
OSPRI | FINANCIAL STATEMENTS 2014/2015 GOVERNANCE Board and Committee Meetings The Board normally meets at least ten times a year or whenever necessary to deal with specific matters. The table below shows the directors’ Board attendance and committee members’ attendance at meetings during the year ended 30 June 2015. Board Audit and risk committee Human resources committee Jeff Grant 12 3 2 Lesley Campbell 12 2 Ted Coats 12 2 Andrew Coleman (resigned July 2014) 1 Barry Harris 11 2 Deborah Roche (appointed January 2015) 5 1 Keith Sutton 12 3 OSPRI Board JEFF GRANT CHAIR LESLEY CAMPBELL DIRECTOR TED COATS DIRECTOR BARRY HARRIS DIRECTOR DEBORAH ROCHE DIRECTOR KEITH SUTTON DIRECTOR OSPRI Chief Executive and Group Managers MICHELLE EDGE CHIEF EXECUTIVE STU HUTCHINGS GROUP MANAGER, PROGRAMME DEVELOPMENT KAYO SAKEY GROUP MANAGER, BUSINESS TRANSFORMATION PETER ALSOP GROUP MANAGER, NEW BUSINESS MATTHEW HALL GROUP MANAGER, PEST MANAGEMENT SAM MCIVOR ACTING GROUP MANAGER, NAIT AND FARM OPERATIONS 63
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ANNUAL REPORT 2014/2015

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