Corporate Governance

Trustpower is committed to sound corporate governance that will ensure the company operates as effectively as possible and with accountability and transparency.

The Board of Directors are elected by the shareholders and are responsible to shareholders for the performance of Trustpower and subsidiaries. The Board draws on relevant corporate governance consistent with best practice principles to assist and contribute to this performance.

This is a summary of Trustpower’s Corporate Governance Statement, as of balance date 31 March 2021. A full copy of the statement and other policy documents, including committee charters, are available at trustpower.co.nz/investor-centre/governance-documents

Trustpower complies with the NZX Corporate Governance Code and is committed to maintaining the highest standards of honesty, integrity and ethical conduct. Any divergence from the code is explained.

Ethics

We have recently refreshed our Code of Ethics, reflecting the high ethical standards and behaviours acceptable from our Board and employees. More details can be found in Our People. This code works alongside our Protected Disclosures (Whistleblowing) and Financial Product Dealing (Insider Trading) policies.

Diversity and Inclusion

​A summary of our Diversity and Inclusion statement can be found within Our People. We are committed to eliminating barriers and providing a workplace environment that promotes diversity and inclusion. We endeavour to ensure our workplaces are free of discrimination and other unlawful behaviours. This intent is explained in full in our Diversity and Inclusion Policy.

Safety and Wellbeing

Trustpower is committed to establishing and maintaining a safe and healthy workplace for our people (employees, contractors) and members of the public. We take a managed approach to working towards meeting the requirements outlined in the Health and Safety at Work Act and associated Act regulations; the approved codes of practice, guidelines and rules developed by WorkSafe, the Electricity Engineers’ Association and StayLive; and safety of the public by accreditation to NZS7901: Public Safety around Electricity Generation Assets. Health and Safety risks, performance and management are included within this report in Risk & Opportunity, Our People, and the Chair & Chief Executive Report.

Board of Directors

Our Directors are elected by shareholders and responsible for the performance and management of Trustpower, and relatedly the Group (see Our Corporate Structure). The Board operates to a charter which outlines its responsibilities and commitments.

The Constitution and NZX Listing Rules require that while there is a total of seven directors, at least two must be independent directors. The Board has determined that SR Peterson and DEJ Gibson are independent directors and that all of PM Ridley-Smith, PJ Coman and K Baker (by being associated with Infratil Limited), KS Turner (by being associated with Tauranga Energy Consumer Trust) and DJ Prentice (since being appointed Chief Executive Officer in January 2020) are non-independent directors.

Recommendation 2.8 of the NZX Corporate Governance Code is that a majority of the board should be independent directors. Trustpower has not adopted Recommendation 2.8. Trustpower has five non-independent directors (determined as noted above) and two independent directors. While the non-independent directors are a majority, they have three different statuses, are independent of each other, and no one grouping represents an equality or majority of directors.

Recommendation 2.9 of the Corporate Governance Code is that an issuer should have an independent Chair of the Board and if the Chair is not independent, the Chair and the Chief Executive Officer should be different people. Trustpower does not adopt Recommendation 2.9 insofar as it recommends an independent Chair. Infratil Limited, as majority shareholder, has requested that a nominee of it (currently PM Ridley-Smith) be Chair. The Board has accepted that request. Trustpower does comply with the recommendation that the Chair and Chief Executive Officer are different people.

Board Committees

Trustpower has three standing Board committees – the Audit and Risk Committee, the Governance and Nominations Committee and the People and Remuneration Committee. Each committee is summarised in this report, with committee charters and comprehensive coverage of roles and responsibilities available in our Governance Documents in our investor centre.

Reporting and Disclosure

Trustpower has a Continuous Disclosure Policy to ensure that all of Trustpower’s shareholders have the same access to material information about the company and its prospects in a timely manner.

Remuneration

The Board has established coherent people and remuneration strategies, policies and practices to ensure Trustpower has the appropriate level of capability, culture, leadership and diversity within its workforce to meet its current and future requirements.

Managing Risk and Auditing

Trustpower operates a comprehensive, enterprise-wide risk management framework to identify and mitigate risk.

We have established an internal audit function for monitoring Trustpower and the Group’s system of internal financial control and the integrity of the financial information reported to the Board. Internal audit operates independently from the Board and reports its findings directly to the Audit and Risk Committee. The Board has engaged PricewaterhouseCoopers to act as external auditor.

Energy Trading

We have adopted an Energy Trading Policy to manage the risk relating to the purchasing of electricity and gas from wholesale energy markets and the trading of carbon related products.

Treasury Policy

We have a Board-approved Treasury Policy to manage finance, interest rate, foreign exchange and foreign investment risks.

Environment

We recognise the importance of environmental issues and are committed to the highest levels of performance. To help meet this objective we have developed and implemented both environmental policies and a comprehensive environmental management system. Taskforce on Climate-Related Financial Disclosure reporting has also been included within this annual report.

Shareholder Engagement

Trustpower keeps stakeholders informed of all major developments affecting the Group’s state of affairs. The Board encourages full participation of shareholders at the annual meeting to ensure a high level of accountability and identification with the Group’s strategies and goals.

Other Corporate Policies

The Trustpower Group has other policies covering but not limited to human resource activities, health and safety, buildings and security, business continuity and disaster recovery planning. These policies are regularly reviewed and approved by senior management and, where required, the Board.

A full copy of the statement and other policy documents, including committee charters, are available at the Trustpower Investment Centre