Corporate Governance

We’re moving forward with a continued commitment to working responsibly, ethically and in full compliance with our obligations.

Our corporate governance programme determines how we are accountable to our shareholders, how we run our business, manage risks, review and improve our performance and sets the overall direction in which we are heading.

Doing the Right Thing

Trustpower complies with NZX Corporate Governance Best Practice Code and is committed to maintaining the highest standards of honesty, integrity and ethical conduct. Trustpower has adopted a Code of Ethics for the Board and employees, as well as Whistleblowing, Conflicts of Interest and Insider Trading policies.

Diversity

Trustpower is committed to being a diverse business and we welcome different views, background and experience. We believe diversity leads to better decision making, innovation and creativity and builds capability to be successful for shareholders, meet the needs of our customers and aspirations of our staff. We integrate a variety of skills, attitudes and behaviours into our business.

Board of Directors

Our Directors are elected by shareholders and responsible for the performance and management of the Group. The Board operates to a charter which outlines its responsibilities and commitments. There are currently three independent directors and four non-independent directors, in keeping with the Company’s Constitution and NZX Listing Rules.

Board Committees

Trustpower has three standing committees – the Audit and Risk Committee, the Governance and Nominations Committee and the People and Remuneration Committee.

The primary objective of the Audit and Risk Committee is to assist the Board in fulfilling its responsibilities in overseeing the accounting and reporting practices and managing the risks of the Group.

The primary objectives of the People and Remuneration Committee are to establish coherent people and remuneration strategies, policies and practices to ensure Trustpower has the appropriate level of workforce capability, culture, leadership and diversity to meet current and future requirements.

The Governance and Nominations Committee aims to ensure Trustpower has, and promotes, good corporate governance. It ensures that the Board has a balance of skills, experience, knowledge, judgement, and diversity to govern as well as the selection and retention of directors based on merit and the collective needs of our strategic objectives.

Reporting and Disclosure

The Group 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

The Group has developed a comprehensive, enterprise-wide risk management framework. Management undertakes regular reporting to appraise the Audit and Risk Committee and the Board of Trustpower’s risks and the treatment of those risks. We have also adopted an internal control system to provide an appropriate division of responsibility, sound risk management, a programme of internal audit, and the careful selection and training of qualified personnel. We have established an internal audit function for monitoring 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 the Group has developed and implemented both environmental policies and a comprehensive environmental management system.

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 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 appropriate, the Board.

This is a summary of Trustpower’s Corporate Governance Statement. To view a full copy of the statement and other policy documents click here