Airways Annual Report 2019

Airways Corporation of New Zealand Limited Annual Report 2018 2019

Governance at Airways CONTINUED

RELEVANT ROLES AND RESPONSIBILITIES The Board

CHAIR AND CEO’S REVIEW

The Board’s key role is to represent and promote the interests of the shareholders, by providing leadership in the development of Airways’ vision, strategy and activities. It is ultimately accountable for adding long term value to Airways while ensuring all obligations are met. Some of the key Board responsibilities are set out below and captured in the Board charter, published under the “Our Board” section of the Airways website: • ensuring clear goals, and strategies for achieving them, are established through the annual Business Plan and SCI • holding management responsible for delivering on that Plan • ensuring appropriate risk management policies and strategies are established and regularly monitored • establishing, participating in and monitoring effective governance structures and internal controls that address Airways’ key financial, commercial and safety risks • ensuring financial statements are produced • establishing appropriate processes and internal controls to ensure those financial statements are high quality and reliable • ensuring appropriate representations and certifications are received from the CEO and CFO regarding the accuracy and reliability of the financial statements and the supporting processes and internal controls • providing leadership and guidance on remuneration policies and strategies • ensuring systems are in place to manage statutory and regulatory compliance Ensuring independence A key component of the Board’s ability to deliver robust governance is maintaining independence, in both fact and appearance, from management and from any personal interests. To ensure this, the Board has no executive Directors, and Directors are not permitted to provide business or professional services to Airways, unless specifically authorised by the shareholders. These, and other, expectations for non-executive Directors are explicitly captured in the Board charter. Managing conflicts of interest All Directors recognise the importance of maintaining independence and are required to record all interests, material or otherwise, in the Interests Register which is updated and reviewed at each Board meeting. Where conflicts between a Director’s interests and matters being reviewed by the Board do exist, the relevant Director refrains from voting and will not take part in any of the preceding discussion. During the year, 25 new entries were made to the Interests Register. These disclosures are all either shareholdings less than 5% of the relevant director’s net worth or company directorships or other roles listed in the directors’ profiles on pages 24 to 25 (or relating to a now retired director). None of the new entries represented interests requiring management in connection with Airways’ conflict policies. Appointing new members and ensuring a balanced Board All new Directors are appointed by the shareholder, usually in consultation with the Chair. For the Board to meet its duties and responsibilities, it is crucial that they have an appropriate mix of skills and backgrounds. Director tenure is actively monitored by both the Board and the shareholder. Appropriate succession planning for Chair roles (at both Board and Committee level) and the requirement for a balanced Board are key considerations in all new appointments. Currently, the Board has a sound mix of commercial, industry, technology and entrepreneurial experience across all members. • reporting to the Shareholding Ministers on performance and other required matters • providing leadership in building effective relationships with key stakeholders • managing CEO appointment and performance

INVESTING IN THE FUTURE

INTEGRATING DRONES INTO OUR AIRSPACE

AIRWAYS INTERNATIONAL

SUSTAINABILITY

AIRWAYS BOARD OF DIRECTORS

FINANCIALS

FINANCIAL PERFORMANCE

PERFORMANCE AND PROGRESS AGAINST SCI METRICS

FINANCIAL STATEMENTS

EVA KEY PERFORMANCE INDICATORS

ADDITIONAL FINANCIAL INFORMATION

GOVERNANCE AT AIRWAYS

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