|Corporate Governance Principles
The Board of Directors has adopted Best Practice standards
of governance and will continue every endeavour to
communicate effectively with its shareholders. |
Role of the Board
The directors of Southern Travel Holdings Limited are
elected by the shareholders to direct and supervise the
management and affairs of the Company as part of the Board
of directors. The Board establishes the Companyís strategic
objectives, overall policy framework within which the
business of the Company is conducted, and confirms
strategies for achieving these objectives. The Board
monitors managementís performance and ensures the procedures
are in place to provide effective internal financial
The Board seeks to add long-term value to the Companyís
shares for the benefit of shareholders having appropriate
regard to the interests of all significant stakeholders. In
setting and assessing the objectives of the Group and
management, the Board does so with the intent to strengthen
the performance of the Group.
The financial statements of the Group are presented to the
Board at each board meeting with reforecasts and budgets
presented at appropriate times throughout the financial
year. The Board regularly reviews the affairs and direction
of the Group and assesses the need to inform shareholders
and market participants of matters arising to meet the
requirements of the continuous disclosure regime.
The Board aims to ensure that shareholders are informed of
all major developments affecting the Groupís state of
affairs. Information is communicated to shareholders in the
annual report and interim reports, media announcements, and
through the market announcement platform of the Unlisted
Exchange. The Board encourages full participation of
shareholders at the annual meeting and shareholder
identification with the Groupís strategies and goals.
The directors are committed to continually improving the
operation of the Board and its corporate governance
The Board currently comprises of four non-executive
directors including the chairman. The directors work closely
with senior management, but the Board remains independent of
management. There are no executive directors. The Board and
its committees meet on a regular basis throughout the year.
The Board considers that John King is an independent
director, and Rodney Walshe and Kiyomi Gunji are
non-independent directors due to their shareholding
interests in the Company.
The experience and skills of directors are considered in
assessing the composition of Board and maintaining a Board
with an appropriate balance so as to represent the interests
of shareholders and stakeholders. One third of directors, or
the number nearest to one third, is required to retire by
rotation at each annual meeting of shareholders. The
director to retire is the director who has been longest in
office since their last election. A director retiring by
rotation may, if eligible, stand for re-election.
Committees of the Board
Due to the size of the Company and its Board, the benefits
of operating committees outside the full Board are more
limited than larger companies; however the directors ensure
that separate meetings are scheduled to provide an
appropriate level of focus on specific committee
responsibilities and issues.
Audit and Finance Committee:
The Audit and Finance Committee comprises all members of the
Board and meets as a discrete committee. Management attends
meetings of the committee when determined as appropriate.
The functions of the Audit and Finance Committee are set out
within the Audit and Finance Committee charter, which is
reviewed on an annual basis. The functions include reviewing
the integrity and compliance matters relating to the interim
and annual financial statements, and releases to the New
Zealand Exchange, and reviewing and assessing the system of
internal controls including those internal controls which
are intended to enable the preparation of financial
statements that are free from material misstatement. The
committee also provides recommendations regarding the
remuneration, appointment and removal of the auditor, and
reviews the independence of the external auditors and the
non-audit services they may perform.
The Remuneration Committee comprises all members of the
board and meets as a discrete committee. During the 2011
financial year John King assumed the position of chairman of
the committee. Management attends meetings of the committee
when determined as appropriate. Rodney Walshe does not
participate in decisions or discussions relating to the
remuneration or performance of the chief executive officer
The functions of the Remuneration Committee are set out
within the Remuneration Committee charter, which is reviewed
on an annual basis. The functions include reviewing and
determining the remuneration policies relating to the chief
executive officer, senior executives of the Group, and the
remuneration of directors.
Hayes Knight Audit are the current auditors of the Group.
The Audit and Finance Committee reviews the independence of
the external auditor on a regular basis.