Contents

Foreword

Overview

• 0.1 The Four Pillars of Governance Best Practice
• 0.2 What is corporate governance?
• 0.3 Corporate governance landscape in New Zealand
• 0.4 Directors in New Zealand

The first pillar - Determining purpose

• 1.1 Purpose
• 1.2 Strategy
• 1.3 Sustainability
• 1.4 Mergers and acquisitions
• 1.5 Governance in SMEs
• 1.6 Family company boards
• 1.7 Not-for-profit boards
• 1.8 State sector governance
• 1.9 Māori-owned entities
• 1.10 Advisory boards

The second pillar - An effective governance culture

• 2.1 Board culture
• 2.2 Ethics
• 2.3 Board architecture – a charter for the board
• 2.4 Board composition and succession planning
• 2.5 Key competencies for non-executive directors
• 2.6 Due diligence
• 2.7 Induction
• 2.8 Director development
• 2.9 Board and director evaluation
• 2.10 Exiting the board
• 2.11 Planning the board’s workload
• 2.12 Role of the chair
• 2.13 Conflict on the board
• 2.14 Crises and the board
• 2.15 Effective board meetings

The third pillar - Holding to account

• 3.1 Management accountability
• 3.2 Appointing and managing the CEO
• 3.3 Incentive schemes for management
• 3.4 Risk management
• 3.5 Internal audit
• 3.6 Technology and information governance
• 3.7 Health and safety governance
• 3.8 Human rights in business
• 3.9 Reporting to the board
• 3.10 Board papers
• 3.11 Employees holding external directorships

The fourth pillar - Effective compliance

• 4.1 Compliance
• 4.2 Directors’ duties
• 4.3 The solvency test
• 4.4 Director shareholdings and insider trading
• 4.5 Conflicts of interest
• 4.6 Financial reporting
• 4.7 Company records and information
• 4.8 Committees of the board
• 4.9 Audit committees
• 4.10 Nomination committees
• 4.11 Remuneration committees
• 4.12 Director remuneration
• 4.13 Annual meetings
• 4.14 Insurance and indemnities
• 4.15 Claims process
• 4.16 The company secretary or corporate officer
• 4.17 Subsidiary company boards

Appendices

• A1 IoD Code of Practice for Directors
• A2 Sample board charter
• A3 IoD Chartered Membership pathway
• A4 Resources
• A5 References
• A6 Glossary

The Four Pillars of Governance Best Practice may not be reproduced, republished, posted, transmitted, or distributed in whole or in part without prior written permission.

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© Copyright 2018 The Institute of Directors in New Zealand (inc).