Corporate Governance

Role of the Board

The Board of Directors of NZ Bus Ltd is appointed by its shareholder (Infratil) to govern NZ Bus Ltd. The Board establishes NZ Bus’ objectives, overall policy framework within which the business is conducted and confirms strategies for achieving these objectives. The Board also monitors performance and ensures that procedures are in place to provide effective internal financial control.

The Board is committed to undertaking its role in accordance with internationally accepted best practice within the context of NZ Bus’ business. The Board also takes account of its shareholder’s (Infratil) listing on the NZSX. NZ Bus Ltd’s corporate governance practices reflect and satisfy the NZX Corporate Governance Best Practice Code (‘NZX Code’).

The day to day management responsibilities of NZ Bus Ltd have been delegated to the Chief Executive Officer of NZ Bus Ltd.

Kevin Baker

Steven Proctor

Jason Boyes

Keith Tempest

Audit and Risk Committee

The Board has also established an Audit and Risk Committee comprising the Board members.

The function of the Audit and Risk Committee is to oversee financial reporting, accounting policies, financial management, internal control systems, risk management system, systems for protecting assets, and compliance. The Committee keeps under review the scope and results of audit work, its cost effectiveness and performance, and the independence and objectivity of the auditors.

The Audit and Risk Committee receives regular reports from the Chief Executive Officer including reports on financial and business performance, risk management and accounting and internal control matters.

Health and Safety Committee

The Board established a health and safety sub-committee in 2013. Membership comprises the Chair and one other board member. The second board member will rotate on an annual basis. The CEO and National HSSE Manager will also attend and provide a secretariat.

The principle responsibility of the Board health and safety sub-committee is to review and make recommendations to the Board on the appropriateness and effectiveness of the company’s health and safety strategy, performance and governance.

The Health and Safety Committee receives regular reports from the Chief Executive Officer including reports on serious incidents and investigations outcomes, trend analysis and updates on HSSE activities.

Role of Management

All Board authority conferred on the Manager is delegated through the Chief Executive Officer. The Board determines and agrees with the Chief Executive Officer specific goals and objectives, with a view to achieving the strategic goals of NZ Bus Ltd. Between Board meetings, the Chairman maintains an informal link between the Board and the Chief Executive Officer, and is kept informed by the Chief Executive Officer on all important matters. The Chairman is available to the Chief Executive Officer to provide counsel and advice where appropriate. Decisions of the Board are binding on the Chief Executive Officer. Chief Executive Officer is accountable to the Board for the achievement of the strategic goals of NZ Bus Ltd. At each of its Board meetings, the Board receives reports from or through the Chief Executive Officer including financial, operational and other reports and proposals.

Zane Fulljames | Chief Executive Officer