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Governance
Principle 4 – Reporting and Disclosure “The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.” Continuous disclosure
Fletcher Building is committed to ensuring that all of our investors have timely access to full and accurate material information about the Company. Our Market Disclosure Policy sets out the internal processes designed to ensure that the Company complies with the disclosure obligations of the stock exchanges on which its securities are listed. The board has adopted this policy, which applies to members of the board, all employees in the Fletcher Building Group, and contractors, consultants and other service providers to the Group, where they are under a relevant contractual obligation. The Market Disclosure Policy is available on the Company’s website. Directors formally consider at each board meeting whether there is relevant material information which should be disclosed to the market. Disclosure of codes and charters All of our key governance documents (including the Code of Conduct, key corporate policies and board and committee charters) are available on our website at www.fletcherbuilding.com/investor-centre/corporate-governance, other than the Company’s remuneration policy. The Company currently does not comply with the NZX Corporate Governance Code recommendation to publish its remuneration policy, as this policy is currently being reviewed in light of the new organisational structure and will be published on our website subsequent to adoption. Safeguarding integrity in financial reporting The Audit and Risk Committee oversees the accounting and internal control systems, policies and procedures to ensure compliance with the legal requirements, in respect of accounting policies, financial reporting, internal control, external audit and environmental regulation in all jurisdictions in which the Fletcher Building Group operates. In addition, prior to approving the full year financial statements, the board received from the chief financial officer a declaration that, in his opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control that is operating effectively. Business Sustainability The Business Sustainability section on pages 38 to 51 discusses non-financial focus areas for our business, including environmental, economic and social matters. The board and executives recognise that sustainability is critical to Fletcher Building's success, which is why it has been included as a key enabler of our new strategy. In FY19 we will recruit a head of sustainability to lead the development and execution of an overarching sustainability strategy for Fletcher Building, which will include improvement targets that we will report on annually. Further sustainability information can be found on the Company’s website at www.fletcherbuilding.com. Principle 5 – Remuneration “The remuneration of directors and executives should be transparent, fair and reasonable.” Fletcher Building remuneration structure is designed to attract, reward and retain high performing directors, executives and employees who are able to enhance the Company’s performance. The remuneration framework is managed by the Remuneration Committee in line with its charter, which is available on the Company’s website. The ‘Remuneration Report’ on pages 105 to 109 outlines in detail the remuneration framework of Fletcher Building, as well as the remuneration of the directors, the chief executive officer and other executives, and senior management. This includes a discussion on share-based remuneration.
114 Fletcher Building Limited Annual Report 2018
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