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A catalogue record for this book is available from the National Library
of New Zealand.
ISBN 978-1-77547-133-2
© 2016 CCH New Zealand Limited
Published by CCH New Zealand Limited
First published July 2012
This edition published April 2016
All rights reserved. No part of this work covered by copyright may be
reproduced or copied in any form or by any means (graphic, electronic
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Foreword
Good governance is vital for success.
A director’s role is pivotal not just for listed companies. Unlisted
companies, smaller enterprises, incorporated societies, charities, not-
for-profits, Crown entities, local body councils, district health boards,
education institutes, school boards and others need sound, ethical
governance.
Corporate Governance — A Practical Handbook, now in its second
edition, provides tools and guidance for all kinds of organisations in
the New Zealand and wider context.
Recent business and legislative changes ask more of directors.
Greater obligations and liabilities under new health and safety
legislation, and changes in areas including IT governance, contracting,
stakeholder management, performance management and others,
demand new responses by directors.
These and other new issues are charted in this expanded second
edition.
Directors play a critical role, enabling profitable companies, a stronger
economy, stable government and better delivery on the goals of
organisations of all kinds. This handbook provides practical,
contextual advice for the important work of governance in the 21st
century.
Corporate Governance — A Practical Handbook is a cornerstone
resource for everyone responsible for governance activity in New
Zealand.
Phil O’Reilly
Director Iron Duke Partners Ltd
Chair Business & Industry Advisory Committee to the OECD
Publisher’s Acknowledgments
We wish to thank the following who contributed to and supported this
publication:
General Manager: Julie Benton
Head of Content: Andrew Campbell
Editor: Reshma Korah
Composition/Graphics Editor: Barbara Hodgson
Indexer: Carol Linthwaite
Cover Designer: Envisage Design
About the Authors
Dr Karen Martyn PhD, MMgmt, MS Ed, BA
(General editor)
Karen works as a practitioner, consultant, lecturer
and researcher. She advises boards and senior
management in the areas of board policies,
systems and architecture, improving decision-
making and all aspects of the company secretariat
function. She is a popular presenter, known for
her interactive style. She has lectured for the New
Zealand Institute of Directors for eight years,
developed and delivered governance training
programmes for the Commonwealth Association
for Corporate Governance for six years, and
developed and lectured undergraduate and MBA
papers for Massey University on corporate
governance.
Sue Barker LLB (Hons) (First class), BCA, CA
Sue is director of Sue Barker Charities Law, a
boutique law firm based in Wellington, New
Zealand, specialising in charities law and public
tax law. In 2015, the firm was voted Boutique
Charities Law Firm of the Year — New Zealand, at
the Corporate LiveWire Legal Awards. Sue is the
author of a number of articles and book chapters
on charities law issues, and is co-author of the
text, The Law and Practice of Charities in New
Zealand.
Marnus Beylefeld B Acc (Hons), M Com, CA,
CFA
Marnus is a Principal of Crowe Horwath in
Auckland where he practices in the area of
corporate finance and forensic accounting. He
regularly presents expert witness testimony on
matters of valuation, consequential losses and the
analysis of financial statements.
Bede Carran CA, BA, LLB, BCom
Bede is qualified as both a lawyer and a chartered
accountant. He has previously worked in the
public sector, for corporates and in practice as a
chartered accountant. He is involved with the
admissions programme for the Chartered
Accountants Australia and New Zealand and
previously with the New Zealand Institute of
Chartered Accountants as a facilitator and as an
author of material. Bede has also held a number
of governance positions in both the public and
private sectors.
Mark Forman LLB, BCom
Mark is a partner in the corporate and commercial
team at Minter Ellison Rudd Watts. He specialises
in Companies Act 1993 advice, mergers and
acquisitions, private equity, commercial contract
advice, NZX listing rules/takeovers code advice,
securities law transactions, corporate governance
advice, shareholder agreements and employee
shareholding arrangements. Mark has experience
in the United Kingdom and New Zealand.
Bill Frecklington LLB, Dip Acc
Bill has considerable experience in public sector governance,
including nine years with the Commercial Operations Group
(formerly CCMAU) at the New Zealand Treasury, advising Cabinet
Ministers on board membership and governance issues in Crown
companies and entities. Previously he undertook a similar role for
the Ministry of Education, providing governance advice and
performance monitoring in the tertiary education sector. He is a
qualified lawyer, who previously worked in general legal practice and
in tax policy. Currently, Bill is working as a consultant in the public
sector, along with farming and writing.
Bennie Greyling B.Compt, B.Com Acc (Hons),
CA(SA)
Bennie is a Chartered Accountant with Deloitte
and has more than 10 years accounting,
assurance and audit experience. He services a
portfolio of audit clients which include high profile
and dual listed companies with global operations.
Bennie previously also held senior roles in the
technical accounting and assurance advisory
division of KPMG where he regularly advised
clients and audit and accounting professionals on
technical matters.
Anna Kominik MSJ, BA, CertJourn, MInstD
Anna is a specialist in risk management and
strategic communication, providing advice and
support to boards and senior management in
Australia and New Zealand. A former award-
winning journalist, she has held high profile roles
in both the public and private sectors. Anna was a
press secretary to two New Zealand Prime
Ministers. She has provided public affairs and
community engagement advice for a range of
major corporate clients, and has provided media
support to the Commonwealth Secretary General.
She held management positions at the New
Zealand Rugby Union and also a leading
telecommunications provider.
She has a Masters degree from the Medill School
of Journalism, Northwestern University, Chicago
and sits on three Boards.
Adrian Olney LLB (Hons), BA
Adrian has extensive commercial litigation
experience, particularly in large commercial
disputes litigated in the High Court and in
arbitration. He is a general commercial litigator but
has particular experience in oil and gas, financial
services and telecommunications disputes.
Adrian also has experience in contractual
disputes, insurance, trade finance, maritime and
international trade litigation, criminal prosecutions
and regulatory and corporate investigations. He
has also advised on Treaty settlement and Māori
fisheries issues.
Susan Robson LLB, BA
Susan is a lawyer with experience in the public, private and
academic sectors, specialising in conflict avoidance and resolution.
She is an author of texts about gambling, lawyers and conveyancers,
employment and family law, and a legal commentator in the
employment jurisdiction.
Professor Clive Smallman B.Sc Hon, M.Sc,
MBA, MA PhD, FBCS CITP GAICD
In March 2016 Clive became President and an
Executive Director of Asia Pacific International
College (APIC. Clive sits on the advisory boards
of three tech start-ups based in Sydney and
coaches home based businesses through the
Home Base Business Network. A Professor of
Management, Clive remains an active researcher
and is an Adjunct Professor at Western Sydney.
Dr Elizabeth Valentine DIT, MBA
Elizabeth is an experienced chief executive,
company director, researcher, consultant and
online coach. She coaches senior executives and
boards in IT governance and digital leadership.
She is a sought after consultant and advisor to
public, private and industry sector organisations in
New Zealand, Australia and Europe. She is the
creator of the internationally renowned IT
governance competency standards for boards of
directors.
Author Acknowledgments
Since the publication of the first edition in 2012, this statement has not
changed: Governance is an emerging profession still developing its
own evidence-based standards. The rapid rate of development of
what governance is (or should be) is evident in the number of
legislative amendments. These are only equalled (or exceeded) by the
number of prosecutions for governance breaches. Governance is in
“white water”.
This handbook provides “how to” guidance for directors, trustees and
officers governing in New Zealand. Authors have created practical
guides for small-to-medium sized enterprise directors (and their
advisors) with minimal theory and maximal applicable advice in the
form of checklists, templates and other “how to” instructions. The
authors are acknowledged for their ability to fulfil this difficult task.
The skills and knowledge required to govern effectively are changing
rapidly. We added new topics — notably IT governance, annual
meetings and the new health and safety requirements — all required
in the current and future environment. We significantly modified other
topics such as stakeholder management, hiring the CEO, and public
sector governance. All other chapters were updated.
Polishing the collective talents of the authors into high-quality gems
required Reshma Korah, the CCH editor assigned to this second
edition. Reshma served as grammar police, fact checker and ghost
writer when required. I am most appreciative of her humour, which
kept me up when some challenges might have brought me down.
I hope this book meets your needs, which was our goal. Please let us
know your experiences and suggestions for further chapters at
[email protected].
Wishing you great governance!
Karen Martyn, PhD
About the CD-ROM
What does the CD-ROM contain?
The CD-ROM contains all the templates, checklists and graphics in
this book apart from examples which duplicate blank forms. Some
templates have been amended for the CD by removing sample data
(eg Figure 10.5: Resolutions Register and Figure 10.8: Delegations of
Authority).
By using the same numbered reference system as the book (eg
Figure 1.1, Figure 1.2, etc) as well as the numbered paragraph where
each Figure appears in the book, the CD-ROM gives you easy access
to the templates, checklists and graphics.
See the list of CD-ROM contents below.
Using the documents
Copy the files off the CD-ROM and onto your hard drive. (Full
instructions are given on the CD-ROM.) You can then use and
customise the templates, checklists and graphics to suit your own
requirements. Note the copyright information at the beginning of this
book and the Important Disclaimer that appears on the CD-ROM.
eBook purchasers
If you have bought the eBook version and would like a CD, please
email us at [email protected] with your name and postal address
and we will send you one.
