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Corporate Governance Statement

Ports of Auckland Limited (POAL) is a wholly owned subsidiary of Auckland Council Investments Limited (ACIL). ACIL is a council-controlled organisation (CCO) wholly owned by Auckland Council. POAL has an independent board of directors appointed by ACIL. The Board is responsible for directing POAL in a way that creates, protects and enhances shareholder value, and protects stakeholder interests, while meeting the objectives agreed with ACIL in POAL's Statement of Corporate Intent (SCI). POAL's Board and Management recognise the importance of good corporate governance in achieving these responsibilities. Therefore POAL is committed to ensuring that it applies and adheres to good governance practices by monitoring its performance and reviewing this against best practice codes. This disclosure is based on the 9 Principles in the FMA's Corporate Governance Handbook 2014.

Principle 1 – Ethical standards

POAL believe that the Board must set high standards of ethical behaviour, model this behaviour and hold Management accountable for these standards being followed throughout the organisation. 

To achieve this POAL has a Code of Ethics which documents the standards of ethical behaviour to which its directors and employees must adhere.  In addition POAL has separate policies for managing conflicts of interest, accepting gifts and hospitality, approving sponsorship and donations, managing fraud risk and for whistle blowing.  These policies are published on POAL's intranet and staff are required to read them and receive training on these as required.  The Board monitors adherence to the Code of Ethics and holds directors, executives, and other staff accountable for acting ethically at all times.

It is accepted and acknowledged that Directors and Officers will have other business interests.  All such interests as a shareholder, director, officer or trustee of other companies or entities are recorded in POAL's Interest Register.  If it appears there may be a conflict of interest for any Director or Officer, the Chairman will discuss the issue with that person as appropriate.  Any Director is at liberty to accept other board appointments, providing those appointments are not in conflict with POAL's business.  

Principle 2 – Board composition and performance

POAL's Board Charter sets out the roles and responsibilities of the Board, relationships between the Board and Management, and Board procedures.

POAL's shareholder, ACIL, determine director appointments, reappointments and terminations.  ACIL enter into written agreements with each newly appointed director establishing the terms of their appointment.  New Directors complete POAL's induction programme to ensure they have an understanding of the port industry and POAL's operations.

The Board is made up of between six and nine members. All Directors are independent and none perform any management function.  The Board considers that individually and collectively, these Directors have an appropriate mix of skills, qualifications and experience to enable them to appropriately discharge their duties effectively.  Information about Directors is disclosed here.

POAL believes that diversity and inclusivity are essential to driving sustainable commercial success and creating a high performing values driven culture. The Board aims to have diversity of skills, experience, length of service, knowledge and gender. POAL has a Diversity and Inclusion Policy to help deliver a high level of diversity.

Directors undertake appropriate training on how to best perform their duties when it is considered beneficial.

The Board engages an external facilitator to review the performance of the Board, Board Committees and individual directors on a regular basis.

The Board has delegated the day-to-day management of the Company to the Chief Executive Officer.  The CEO in turn delegates authority to management.  These authorisation levels are set out in the Delegated Authority Policy.

Principle 3 – Board committees

The Board has two standing committees; the Audit Committee and the Remuneration Committee, and may also establish other special purpose committees to deal with specific issues where appropriate to increase its effectiveness. All committees operate under a Charter approved by the Board, click here for the Audit Committee Charter and here for the Remuneration Committee Charter.

The Audit Committee assists the Board in fulfilling its responsibilities with respect to financial reporting, external audit and internal audit.  The Committee is made up of at least three Directors appointed by the Board, one of whom must be the Board Chairman who cannot chair the Committee.  The Committee meets at least four times a year and all Directors are invited to attend Committee meetings.  Employees only attend Committee meetings at the invitation of the Committee Chairman.

The Remuneration Committee assists the Board in fulfilling its responsibilities with respect to remuneration and incentive policies, practices and performance indicators. The Committee is chaired by the Board Chair, includes at least two other Directors, and meets at least twice a year.

Principle 4 – Reporting and disclosure

POAL maintains this website where stakeholders can access financial and operational information, media announcements, customer communications and key corporate governance information.

POAL's half yearly and annual reports contain financial and non-financial information, including its strategy, key performance measures, environmental impacts, health and safety performance, sustainability initiatives and critical risks.  POAL follows the Integrated Reporting framework to ensure there is balanced, transparent, public disclosure which connects financial, social and environmental performance.

Principle 5 – Remuneration

POAL's shareholder, ACIL, determines the remuneration paid to POAL's Directors. The level of remuneration is reviewed annually and, as required by section 161 of the Companies Act 1993, each Director must be of the opinion that the remuneration is fair to the Company, and must sign a certificate to that effect which gives the grounds for their opinion.

POAL's constitution makes no provision for the payment of a retirement allowance to a Director or former Director.

Principle 6 – Risk management

POAL has a Risk Management Policy [insert link to policy] which describes its risk management framework, assigns accountability for managing risk, requires risks to be managed and mitigated, and outlines risk reporting. This approach enables POAL to pursue business opportunities and grow shareholder value; as well as developing and protecting its people, assets, and reputation, as well as the environment.

POAL's risk management framework ensures a comprehensive approach across the business with oversight by management and the Board. Risk assessments are ongoing within each area of the business to identify, evaluate and manage risks.  Significant risks are reported to the Executive team who maintain and regularly review the Key Risk Register.  This register is subject to a formal annual review by the Board.

The risk management function works closely with insurers, internal and external auditors, and other external advisors to ensure there is a common understanding of the purpose and effectiveness of controls that mitigate risks and that those risks which remain are acceptable.

Principle 7 – Auditors

As required by the Port Companies Act 1988, the Auditor-General is the auditor of POAL's financial statements.  The appointed auditor must satisfy the independence requirements of the Auditor-General and External Reporting Board.  POAL's Auditor Independence Policy [insert link to policy] requires that the auditor or lead audit partner is changed at least every five years and requires that the Audit Committee approve any non-audit service provided by the auditor to avoid any potential conflict of interest. 

POAL's internal auditor appointment and programme of work is approved by the Board.  All internal audit reports are distributed to the Audit Committee for review, who monitor progress in completing the audit recommendations arising on a regular basis.

POAL's Audit Committee Charter sets out the Committee's responsibilities for both external and internal audits.  The Committee meets regularly with both the external and internal auditor, both with and without management present.

Principle 8 – Shareholder relations

POAL was established as a Port Company under the Port Companies Act 1988 and, as a result, acquired the port-related commercial undertakings of the Auckland Harbour Board.  Under this Act the principal objective of every port company is to operate as a successful business.  Although not defined by the Act, POAL understands this to mean it must operate as profitably and efficiently as comparable businesses that are privately owned, following generally accepted commercial practices and disciplines.  Port Companies must prepare and publish an annual Statement of Corporate Intent (SCI) declaring proposed activities and performance targets relating to financial, environmental and social performance measures.  POAL's shareholder, ACIL, has the power to require POAL to modify the SCI by including or omitting any provision, after having regard to POAL's obligation to operate as a successful business.  Once the SCI is adopted by ACIL, it is published on POAL's website and all decisions must be made in accordance with it. 

The purpose of POAL's SCI is to:

  • state publicly the activities and intentions, and the objectives to which those activities will contribute; and
  • provide a basis for the accountability of the Board to ACIL  for POAL's performance.

The SCI defines the nature and scope of services POAL provides, and the key performance measures it is targeting.  It includes the dividend policy, and details when POAL are required to consult with ACIL for material transactions.

POAL provides ACIL with the following reports:

  • Annual SCI draft for discussion and final version
  • Strategic Business Plan
  • Half Yearly Report including performance commentary, financial statements and performance against SCI targets
  • Annual Report including performance commentary, financial statements, performance against SCI targets
  • Quarterly Reports including financial updates and performance against SCI targets.

In addition POAL's Board meets with ACIL's Board twice each year to discuss strategic issues and business performance.

Principle 9 – Stakeholder interests

POAL plays a vital role in New Zealand's economy and it recognises that due to its central location in Auckland, many stakeholder groups are both interested and affected by its operations and developments. POAL is committed to increasing its transparency, so that stakeholders can better understand how its business operates, the value it adds and how it is likely to develop in the future. POAL is committed to greater engagement with stakeholders, particularly the Auckland public, when it comes to the construction of new infrastructure on the port, as it acknowledges the sensitive nature of such development.  POAL engages stakeholders through regular meetings with different stakeholders groups and independent surveys to understand what matters to them and how they assess POAL's performance.  The Board closely monitors POAL's conduct with its shareholder engagement to ensure the behaviour is ethical and enhances the company's reputation.