Principle 3 – Board Committees
The Board has three standing committees: the Audit and Risk Committee, the People, Remuneration and Culture Committee, and the Safety and Wellbeing Committee. The Board may also establish other special purpose committees to deal with specific issues where appropriate to increase its effectiveness. Each committee operates under a Charter approved by the Board, which are available on the website here. Committee membership and attendance is disclosed in POAL's Annual Report.
Each standing committee is made up of at least three Directors appointed by the Board. The Committee Chair is also appointed by the Board and cannot be the Chair of the Board. Each Committee meets at least four times a year and all Directors receive Committee papers and minutes and may attend Committee meetings. Employees only attend Committee meetings at the invitation of the Committee Chair.
The Audit and Risk Committee assists the Board in fulfilling its responsibilities with respect to financial reporting, external audit, risk management, compliance, and internal audit. .
The People, Remuneration and Culture Committee assists the Board in fulfilling its responsibilities with respect to people strategies, policies and culture, remuneration, and senior management employment matters.
The Safety and Wellbeing Committee assists the Board in fulfilling its responsibilities with respect to health and safety.
Principle 4 – Reporting & Disclosure
Under Auckland Council's Disclosure Policy, POAL is required to formally report to the Council any material information, or information of an exceptional or extraordinary nature. POAL's Board considers this requirement during a standing board agenda item.
POAL maintains a website where stakeholders can access financial and operational information, media announcements, customer communications and key corporate governance information such as charters and policies.
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.
Principle 5 – Remuneration
POAL's shareholder, Auckland Council, determine the total remuneration payable to POAL's Directors as set out in the Council's Board Appointment and Remuneration Policy. Changes to remuneration are recommended by POAL's Board, based on advice from a remuneration benchmarking exercise undertaken by an external consultancy. In accordance with POAL's Constitution, the Board will then determine the amount of remuneration payable to each Director. 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. Actual Directors' remuneration paid for the year is disclosed in POAL's Annual Report.
POAL's Constitution makes no provision for the payment of a retirement allowance to a Director or former Director.
Remuneration for employees is overseen by POAL's People, Remuneration and Culture Committee. In accordance with the Companies Act 1993, POAL's annual report discloses the number of employees or former employees who, during the year, received remuneration and any other benefits, of over $100,000 per annum in brackets of $10,000. Employee remuneration may include short and long term incentive payments and POAL does not disclose these separately. Members of POAL's Executive are appointed as Directors to POAL subsidiaries, associates, and joint ventures. This is considered part of their role and they do not receive director fees for these appointments.
Principle 6 – Risk Management
POAL has a Risk Management 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 twice-yearly review by the Audit and Risk Committee.
Information about the critical risks that POAL face and how these are managed is contained within the Chief Executive's Statement of the Annual Report.
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 External Auditor Independence Policy requires that the auditor or lead audit partner is changed at least every five years and requires that the Audit and Risk Committee approve any non-audit service provided by the auditor to avoid any potential conflict of interest.
POAL's internal audit function is provided by an external provider whose appointment is made by the Board. Its programme of work is based on the critical risks faced by POAL and is approved by the Board. All internal audit reports are distributed to the Audit and Risk Committee for review, which monitors progress in completing the audit recommendations.
POAL's Audit and Risk 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 Rights & 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, Auckland Council, 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 Auckland Council, it is published on POAL's website here and all decisions must be made in accordance with it.
The purpose of the SCI is to:
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 is required to consult with Auckland Council for material transactions. A Memorandum of Understanding (MoU) between POAL and Auckland Council sets out the agreed framework in respect of the governance relationship between the two entities.POAL provides Auckland Council with the following reports:
- 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 Auckland Council for POAL's performance.
In addition, representatives from POAL's Board and Executive meet with Council representatives to discuss strategic issues and business performance, at least once a year.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 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.
- Annual SCI draft for discussion and final version
- 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.