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CORPORATE GOVERNANCE FRAMEWORK
by Mercury
GOVERNANCE AT MERCURY.
CORPORATE GOVERNANCE FRAMEWORK.
This corporate governance statement has been prepared in accordance with NZX Listing Rule 3.8.1(a) and was approved by the Board of Mercury NZ Limited on 15 August 2022. The information contained in this corporate governance statement is current as at that date. Some information in the corporate governance statement is expressed to be current at another date, for example the FY22 balance date of 30 June 2022.
At Mercury, we are committed to the highest standards of corporate governance. Our corporate governance framework includes robust policies and processes which are fundamental to all of Mercury’s foundational pillars. At the heart of this framework is our commitment to protect and enhance the interests of our owners through the highest standards of governance, business behaviour and transparency.
Our corporate governance framework underpins the maintenance of strong relationships with our stakeholders and our ability to create long-term value. It also ensures Board accountability to our shareholders and provides for an appropriate delegation of responsibilities to our people.
The Board regularly reviews our corporate governance policies and practices to ensure compliance with NZX and ASX standards (Mercury is an ASX Foreign Exempt Listed company) as well as reflecting positive contemporary corporate governance trends in New Zealand and Australia. Over the reporting period, our corporate governance practices were in substantial compliance with the NZX Corporate Governance Code. The only exceptions relate to Recommendation 3.3 (Remuneration Committee), where the governance of remuneration at Mercury is split between the People and Performance Committee for executive and general remuneration, and the Nominations Committee for director remuneration (this exception is fully explained later in this statement); and Recommendation 8.5 (Notice of Meeting), where our 2021 Notice of Meeting was posted on our website later than anticipated in order to allow time to consult with stakeholders on the subject matter of the Notice of Meeting.
While not required due to our ASX foreign-exempt listing status, we also endeavour to comply with ASX Corporate Governance Principles and Recommendations (fourth edition).
We consider that governance at Mercury generally aligns with the BlackRock Investment Stewardship Global Principles published in January 2022 and we disclose against the framework set out by the Financial Stability Board Taskforce on Climate Related Financial Disclosures (see the TCFD Report). We consider our practices and procedures substantially reflect the guidelines and principles from the International Corporate Governance Network (ICGN) Global Governance Principles and the Organisation for Economic Cooperation and Development (OECD).
Shareholders
Risk Assurance and Audit Committee
MERCURY BOARD
People and Performance Committee Nominations Committee
