2 minute read
NZX CORPORATE GOVERNANCE CODE INDEX.
by Mercury
NXZ CGC Recommendation Section title Location
PRINCIPLE 1 – ETHICAL STANDARDS
1.1 Code of ethics Acting Ethically & Responsibly The Mercury Code & Our Policy Framework, p16-18
1.2 Financial product dealing policy Acting Ethically & Responsibly The Mercury Code & Our Policy Framework, p17
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
2.1 Board charter Mercury’s Board Responsibilities, p7
2.2 Board nomination and appointment Mercury’s Board Selection, Nomination & Appointment, p8
2.3 Director agreements Mercury’s Board Selection, Nomination & Appointment, p8
2.4 a. Director profiles, tenure and ownership interests Your Board of Directors
FY2023 Integrated Report - Directors’ Disclosures p2-4 Interests register, p104 b. Director meeting attendance FY2023 Integrated Report - Remuneration Report Director Remuneration, p102 c. Director independence Mercury’s Board Independence, p7
2.5 Diversity policy Diversity & Inclusion p19-20
2.6 Director training Mercury’s Board Induction & Development, p8
2.7 Director performance Mercury’s Board Board Skills Matrix, p9 Reviewing Performance, p10
2.8 Majority independent directors Mercury’s Board Independence, p7
2.9 Independent chair Mercury’s Board Independence, p7
2.10 Chair / CEO separation Your Board of Directors
FY2023 Integrated Report - Your Executive Management Team
PRINCIPLE 3 – BOARD COMMITTEES
p2-4 p78
3.1 Audit committee Mercury’s Board Board Committees, p10-11
3.2 Attendance at audit committee by employees by invitation Mercury’s Board Board Committees, p11
3.3 Remuneration committee Mercury’s Board Board Committees, p10
As an exception to the NZX Corporate Governance Code, Mercury does not complywith Recommendation 3.3 because it does not have a separate remuneration committee. See the Board Committees section of this Corporate Governance Statement for a full explanation of this exception.
3.4 Nomination committee Mercury’s Board Board Committees, p11
3.5 Other standing committees Mercury’s Board Board Committees, p10-11
3.6 Takeover protocol Acting Ethically & Responsibly The Mercury Code & Our Policy Framework, p18
NXZ CGC Recommendation Section title Location
PRINCIPLE 4 – REPORTING & DISCLOSURE
4.1 Continuous disclosure policy Acting Ethically & Responsibly The Mercury Code & Our Policy Framework, p17
4.2 Code of ethics, charters and policies on website Acting Ethically & Responsibly www.mercury.co.nz/investors/corporategovernance
The Mercury Code & Our Policy Framework, p16
4.3 Balanced, clear and objective financial reporting FY2023 Integrated Report - Notes to the Consolidated Financial Statements p36-57
4.4 Non-financial disclosure FY2023 Integrated Report - Climate Statement p58-73
PRINCIPLE 5 - REMUNERATION
5.1 Director remuneration policy FY2023 Integrated Report - Remuneration Report Director Remuneration, p102
As an exception to the NZX Corporate Governance Code, Mercury does not fully complywith Recommendation 5.1 because it does not have a specific policy for director remuneration. See the Remuneration Report in our FY2023 Integrated Report for a full explanation of this exception.
5.2 Executive remuneration policy FY2023 Integrated Report - Remuneration Report Executive Remuneration, p95-101
5.3 CEO remuneration FY2023 Integrated Report - Remuneration Report Chief Executive’s Remuneration, p99-101
PRINCIPLE 6 – RISK MANAGEMENT
6.1 Risk management Assurance & Managing Risk
FY2023 Integrated Report - The Risks We Face
6.2 Health and safety risks FY2023 Integrated Report - The Risks We Face FY2023 Integrated Report - 4. Ngā Tāngata / People
PRINCIPLE
7 - AUDITORS
Risk Management Framework & RAAC Responsibilities, p12-14
Our Key Risks, p13
Our Key Risks, p13
Lifting Health, Safety and wellbeing, p24
7.1 Audit framework Assurance & Managing Risk Audit Plan & Role of Auditor, p12
7.2 External auditor attends annual meeting Assurance & Managing Risk Audit Plan & Role of Auditor, p12
7.3 Internal audit Assurance & Managing Risk Internal Audit & Risk Assurance, p12
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
8.1 Investor website www.mercury.co.nz/investors
8.2 Shareholder communications FY2023 Integrated Report - Engaging With Investors p89
8.3 Right to vote FY2023 Integrated Report - Other Disclosures Information About Mercury NZ Limited Ordinary Shares, p113
8.4 Pro rata offers N/A during the reporting period
8.5 Notice of meeting See the Notice of Meeting for 2023 released on NZX and posted on our website