Guidelines

guidelines

The New Zealand Corporate Governance Forum Guidelines (Guidelines) are intended to be used by both companies and institutional investors. They are designed as a contemporary governance reference for shareholders, chairpersons, directors and senior executives of listed companies.

The New Zealand Corporate Governance Forum (Forum) is committed to promoting good corporate governance in NZ companies for the long-term health of the capital market. The Forum’s members are institutional investors with significant investment in NZ listed companies. The Forum members believe that good governance improves company performance and increases shareholder value.

The Forum supports the principles and guidelines developed by the Financial Markets Authority (FMA), published in its Corporate Governance in New Zealand Handbook for Directors. The FMA principles apply to a wide range of entities including unlisted, listed, governmental and not-for-profit organisations. The FMA guidelines form the basis for the Forum’s Guidelines.

In several areas the Forum has extended the FMA guidelines in order to provide more detailed guidance for companies and investors in the listed company environment. The Guidelines reinforce that boards and management teams are accountable to the owners. The majority of additions come from international principles and frameworks that institutional investors globally regard as best practice. These include the guidelines of the International Corporate Governance Network (ICGN), the Australian Council of Superannuation Investors (ACSI) and the UK’s Financial Reporting Council (FRC). The Guidelines will be reviewed periodically to take into account the evolving regulatory and governance landscape.

The Forum recognises that each company is different and deviations from the Guidelines are sometimes appropriate. However, transparency with owners is important and Boards should explain the reasons why a particular Guideline is not being followed. This enables shareholders to take account of a company’s individual circumstances, including its size and stage of development. Companies can enhance their communications with shareholders by referring to these Guidelines when presenting their annual corporate governance report.

Note: The New Zealand Corporate Governance Forum Guidelines should not be used as a reference document for determining an issuer's legal obligations. However, companies should note that some guidelines may also cover areas which are subject to separate legal requirements (either within legislation or NZX's Listing Rules).

principles for corporate governance

The FMA Principles for Corporate Governance contribute to high standards of corporate governance in NZ and are supported by Forum.

01 Ethical Standards

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for delivering these standards throughout the organisation.

02 Board Composition and Performance

To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.

03 Board Committee

The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.

04 Reporting and Disclosure

The board should demand integrity in financial reporting and in the timeliness and balance of corporate disclosures.

05 Remuneration

The remuneration of directors and executives should be transparent, fair and reasonable.

06 Risk management

Directors should have a sound understanding of the key risks faced by the business.

07 Auditors

The board should ensure the quality and independence of the external audit process.

08 Shareholder relations

The board should foster constructive relationships with shareholders that encourage them to engage with the entity.

09 Stakeholder interests

The board should respect the interests of stakeholders, taking into account the entity’s ownership type and its fundamental purpose.

Download the full guidelines document