Governance
Mana Whakahaere
http://www.wakatu.org/home/wakatu-incorporation/incorporation/governance/ ( 18 May, 2012 )
Our Board of Directors and staff are committed to excellent corporate governance and all that it entails
Legislative and regulatory framework
We are regulated and guided by the provisions of the Te Ture Whenua Māori Act 1993 and the Māori Incorporation Regulations. In addition, Wakatū Incorporation and its subsidiary companies are affected by the provisions of the Companies Act 1993, the Limited Partnership Act 2008, the Financial Reporting Act 1993 and other relevant legislation including employment, environment and health and safety.
The Board
Our Board of Directors sets the strategic direction of Wakatū. They are seven in number and drawn from the shareholding of the Incorporation. Appointment is for a term of three years and made via an election process by the shareholders. Terms are staggered so that some Directors expire each year and are able to stand for re-election. This rotation allows for continuity and stability at Board level whilst providing for the democratic election of new Directors.
Sector Boards
There are Sector Boards which have been established to ensure our businesses receive the guidance and scrutiny necessary to be successful. In all cases, Sector Boards and Joint Venture Boards have representation from members of the Head Board and where appropriate, specialist Independent Directors with specific industry expertise.
Audit and risk committee
The Board has a separate Audit and Risk Committee which reviews and monitors the Incorporation’s overall risk (both financial and non-financial) and its risk management strategies. It reviews the effectiveness of, and monitors compliance with all internal controls including those relevant to finance and treasury. The Committee also reviews and monitors the external audit process.
Human resources committee
The board also has a separate Human Resources Committee. This Committee oversees the appointment of senior employees, remuneration strategies and human resource policies.
Conflicts of interest
A full Interest Register is maintained and included in Board Papers for all Board members. This is noted and amended at each meeting. Where there is a conflict or a perceived conflict of interest this is noted in the minutes and Directors abstain from voting. The Interests Register includes all Senior Management and Independent Directors.
Delegation of Board power
Under the Te Ture Whenua Māori Act 1993 and the Companies Act 1993, the overall responsibility for management of the Incorporation and its subsidiary companies lies with the Board. However, given the size and diversity of the Incorporation a number of the Board’s decision-making powers have been delegated to Executive Management to ensure the Incorporation operates effectively and efficiently on a day-to-day basis. These delegations are defined within the Incorporation’s Policy Manual, with clearly specifies the scope of delegations and approvals to the Executive Management Team.