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Governance
The Board is committed to ensuring that Fletcher Building has appropriate corporate governance arrangements in place that are consistent with the size and nature of the Company’s operations. Those arrangements should be disclosed in a meaningful way to maximise transparency and investor confidence. At Fletcher Building, governance is about creating a strong and principled ethics-based culture, where accountability and transparency improve the quality and clarity of decision-making within the Company. The primary objective is to create and adhere to a corporate culture that is open and transparent, develops capabilities, and identifies opportunities to create value for our stakeholders. This governance statement is current as at 30 June 2018 and was approved by the board on 21 August 2018. Key corporate governance highlights this year include: • Appointment of Ross Taylor as chief executive officer in November 2017. Ross has a wealth of construction experience, expertise and leadership capability to lead Fletcher Building into a new phase of growth and opportunity. • NZX Regulation report on Fletcher Building’s compliance with continuous disclosure obligations released in January 2018, which concluded that the Company released information relating to earnings forecast downgrades in 2017 promptly and without delay, as required under the NZX Listing Rules, and acknowledged the Company’s processes to track developing information relating to the group financial results, and to assess the impact of new information as it became available. Board documentation processes relating to continuous disclosure were described as best practice. • Comprehensive due diligence process underpinning the successful NZ$750 million capital raising in April/May 2018. • Refreshed board with Bruce Hassall succeeding Sir Ralph Norris as chairman and the appointment of Barbara Chapman, Rob McDonald, Douglas McKay and Cathy Quinn on the board effective 1 September 2018, to support Fletcher Building as it enters a new phase of stability and opportunity. • Rigorous implementation of a new bidding process and new bid criteria for construction projects. • A new strategy which is designed to improve the Company’s financial and operating performance by focussing its portfolio in New Zealand and Australian markets and introducing a simpler and leaner operating model. • Improvements in non-financial focus areas, including a reduction in health and safety incidents and an increase in employee engagement and customer satisfaction. The Company’s corporate governance framework is informed by the principles, guidelines, recommendations and requirements of the NZX Listing Rules and the NZX Corporate Governance Code 2017, and the Financial Markets Authority’s ‘Corporate Governance in New Zealand Principles and Guidelines.’ The Company is required to disclose the extent to which its corporate governance practices materially differ from the principles and recommendations set out in the NZX Corporate Governance Code. The Company’s approach to applying the principles and recommendations outlined in the NZX Corporate Governance Code is set out below (including where practice materially differs from the Code). The Company’s constitution, the board and committee charters, code and policies referred to in this statement are available to view on our website at www.fletcherbuilding.com/investor-centre/corporate-governance. Principle 1 – Code of Ethical Behaviour “Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being followed throughout the organisation.” Code of Conduct The Company has a written Code of Conduct with which all directors, senior executives and employees are required to comply. The Code of Conduct documents minimum standards of ethical behaviour and the Company’s expectations on loyalty and conflicts of interest, insider trading, holding of offices in another Company or public office, intellectual property and misconduct. In addition, the Company has a written Anti-bribery and Corruption Policy, which provides for a zero-tolerance approach to bribery and corruption, whether in the private or public sector anywhere in the world. All Fletcher Building personnel must adhere strictly to the requirements of this policy. The policy also sets out expectations around giving and receiving gifts, political and charitable donations and dealings with business partners. Fletcher Building has a free phone and online service (“FBuCall”) that can be used by any Fletcher Building staff member to report suspected unacceptable, unethical or illegal behaviour in the workplace. This service is operated by external providers, who act as an independent third party to ensure calls are kept anonymous. Securities Trading Policy The Company has a policy that applies to all directors and employees (including any secondee, consultant, adviser or contractor) who are in possession of material information that is not available to the market and who intend to trade, or advise or encourage others to trade, in listed securities of Fletcher Building or any of its subsidiaries. The policy employs the use of blackout periods to restrict persons covered by the securities trading policy who are likely to have knowledge of, or access to, inside information from trading. This group of personnel must also obtain the written consent of the Group General
110 Fletcher Building Limited Annual Report 2018
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