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GOVERNANCE AT MERCURY.
MERCURY’S BOARD. The Board comprises eight directors: Prue Flacks (Chair), Hannah Hamling, Andy Lark, James Miller, Keith Smith, Scott St John, Patrick Strange and Mike Taitoko. Kim Gordon is Mercury’s current Future Director. Dennis Barnes will be joining the Board as a director from 1 September 2021. Keith Smith steps down from the Board on 23 September 2021 after 12 years' service. A brief profile of each director is available here.
Chair Prue Flacks is the Chair of the Board and was first appointed as a director in 2010 and was appointed as Chair in 2019. Prue is an independent, non-executive director. The Chair’s overarching responsibilities are to provide leadership to the Board and to ensure the Board is well informed and effective. More information about the role of the Chair is contained in the Board Charter (in the Corporate Governance section of our website).
Future Director Kim Gordon was appointed as our fourth Future Director on 1 May 2021. Her appointment runs for 18 months. The Board has been a long-standing supporter of the Institute of Directors’ Future Directors Programme which provides people with governance potential and ambition with mentorship and the opportunity to participate on a board. It aims to increase the next generation of board-ready directors in New Zealand. Mercury has offered three previous appointees valuable experience sitting at the board table for 12 or more months. Future Directors are invited to
Structure The Board is structured to ensure that as a collective group it has the skills, experience, knowledge, diversity and perspective to fulfill its purpose and responsibilities. The Board’s responsibilities are set out in Mercury’s Board Charter.
RESPONSIBILITIES The Board is responsible for Mercury’s strategic direction and operation and has delegated certain responsibilities to the Chief Executive and the Executive Management Team (EMT). Our Board is committed to creating long-term value for investors and to safeguarding the highest standards of governance, corporate behaviour and accountability.
The Board’s responsibilities are set out in the Board Charter, and include:
The Chief Executive and EMT are responsible for:
Strategy and Planning
• developing and making recommendations to the Board on Mercury strategies and associated initiatives • managing and implementing strategies approved by the Board • formulating and implementing policies and reporting procedures for management • decision making compatible with Mercury’s Delegations Policy • managing business risk • the day-to-day management of Mercury
INDEPENDENCE & CONFLICTS All of Mercury’s directors are considered by the Board to be “independent” directors in that they are non-executive directors who are not substantial shareholders and who are free of any interest, business or other relationship that would materially interfere with, or could reasonably be seen to materially interfere with, the independent exercise of their judgement. No director has been employed or retained, within the last three years, to provide material professional services to Mercury. Within the last 12 months, no director was a partner, director, senior executive or material shareholder of a firm that provided material professional services to Mercury or any of its subsidiaries. No director has been, within the last three years, a material supplier to Mercury or has any other material contractual relationship with Mercury or another group member other than as a director of Mercury. No director receives performance-based remuneration from, or participates in, an employee incentive share scheme of Mercury. No director controls, or is an executive or other representative of an entity which controls, 5% or more of Mercury’s voting securities. The Chief Executive is not a director of Mercury.
Environmental and Health & Safety
Financial Performance and Integrity Executive Authority Risk and Audit
Ethics and Corporate Behaviour
• establishing clear strategic goals with appropriate supporting business plans and resources • monitoring strategy implementation • ensuring Mercury’s environmental and health and safety culture and practices comply with all legal requirements, reflect best practice in New Zealand and are recognised by employees and other stakeholders as key priorities • monitoring financial performance and the integrity of reporting • setting delegated authority levels for the Chief Executive and EMT • ensuring that effective audit, risk management and compliance systems are in place and monitored to protect Mercury’s assets and to minimise the possibility of Mercury operating beyond legal or regulatory requirements or beyond acceptable risk parameters as determined by the Board • ensuring Mercury adheres to high standards of corporate behaviour, responsibility and ethics
GOVERNANCE AT MERCURY
The Board
attend Mercury Board meetings and Committee meetings, although they do not participate in decision making.
The Chief Executive and EMT have appropriate employment agreements setting out their roles and conditions of employment. Chief Executive and EMT performance are reviewed regularly against objectives and measures set by the Board in annual performance scorecards. The Chief Executive’s and each EMT member’s performance were evaluated during the reporting period on this basis. Further details are contained in the Remuneration Report.
The Board reviews Mercury’s Board Charter at least every two years. 6
BOARD COMPOSITION & CHARACTERISTICS
