CBL Board and Governance
Until the appointment of an interim liquidator, CBL was governed by a Board of Directors comprised of individuals with strong commercial track records along with substantial experience and qualifications in insurance, banking and other financial services.
A clear majority of the Board – four of the total six members, including the Chairman – were Independent Directors.
The Board operated under a governance framework that was consistent with best practice in New Zealand and comparable jurisdictions.
The governance framework was set out in the CBL Corporation Limited Annual Report for the year ended 31 December 2016 (the last annual report published prior to the appointment of an Interim Liquidator to CBL Insurance). The Annual Report, including Board information and the Corporate Governance Statement, can be viewed in full at http://cblcorporation.co.nz
Key information from the Annual Report is extracted below. But first, a few points from us that illustrate the openness, transparency and robust communication practiced by the Board up to the time when the interim liquidator took control. Those in bold type have direct application to CBL’s dealings with the RBNZ.
- All RBNZ communications to and from CBL were immediately copied to each Director
- Responses were drawn up by management, and appropriately circulated to the Board in draft prior to being sent
- Any disclosure or media statements were drafted, circulated and signed off by the Chairman, the Managing Director and legal counsel.
- Meetings were held with RBNZ as required. The Managing Director was present in some, not present in others.
- The Appointed Actuary and Auditors were provided copies of RBNZ correspondence.
- The Appointed Actuary had separate meetings and a direct, independent relationship with the RBNZ.
- The Appointed Actuary attended some Board meetings, when relevant.
- Although geographically separated, the Board carried out its schedule of six meetings per year, with five being in NZ and one in Europe where CBLI markets were. In the intervening months, full Board reporting was maintained through video or telephone conferencing, with additional telephone conferences as required.
- Management came into Board meetings to discuss their areas of responsibility and to give both managers and Directors exposure to direct communications upwards and downwards.
- A strategic planning conference took place each year, aligned to an appropriate board meeting, and included key executives and key clients.
- Audit committee meetings were robust, with auditors, actuaries, and management all invited. The committee had a majority of Independent Directors and an independent Chair. Minutes were taken, later reviewed by the Board and entered into the record of Board minutes.
- Regulatory Solvency was reported to the Board every month.
- The Board carried out a self-evaluation every year.
- Board reviewed the Managing Director’s performance and goal achievement every year, without the Managing Director being present, and the Chairman discussed the results with the Managing Director afterwards.
- An international search for an appropriate female director was under way, with a short list of three from UK interviewed.
Key extracts from the 2016 Annual Report
CORPORATE GOVERNANCE STATEMENT
CBL is a company incorporated in New Zealand under the Companies Act and is listed on both the main board of the NZX and as a foreign exempt issuer on the ASX. The Board is committed to achieving and demonstrating the highest standards of corporate governance. Through the establishment of the corporate governance framework, the Board seeks to ensure that its Directors, officers and employees fulfil their functions responsibly, while at the same time protecting and enhancing the interests of shareholders.
This Corporate Governance Statement is current as at 30 March 2017 and has been approved by the Board. The Board continues to refine and improve CBL’s corporate governance framework and the practices in place to ensure it meets the interests of shareholders.
CBL considers that for the year ended on 31 December 2016, its corporate governance framework does not materially differ from the NZX Corporate Governance Best Practice Code (NZX Code), except that, due to CBL’s current size and business circumstances, CBL does not have a nomination committee. CBL will appoint a nomination committee if, and when, CBL considers this necessary. Under CBL’s Board Charter, the Board, with the assistance of the Governance and Remuneration Committee, is responsible for addressing board succession issues and ensuring that the Board has the appropriate skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. The Governance and Remuneration Committee is responsible for recommending new appointments to the Board in accordance with its Charter.
Copies of CBL’s Board and Board committee charters and key corporate governance policies are available in the Corporate Governance section of the Company’s website at http://cblcorporation.co.nz
1. ETHICAL STANDARDS
Code of conduct
The Board acknowledges and emphasises the importance of all directors and employees maintaining the highest standards of corporate governance practice and ethical conduct. A code of conduct has been adopted by the Board and is available on the Company’s website at http://cblcorporation.co.nz/investors/governance/.
Conflicts of interest
The Company has adopted a Conflicts of Interest Policy that requires the directors of the Company to conduct themselves impartially at all times and to see that any conflicts of interest are identified, disclosed and impartially managed. Where there is a conflict of interest, there is an obligation to disclose that conflict to the Board and enter it in the Company’s Interests Register. The policy also addresses the extent to which an interested director may participate in and be present at the meeting when the conflict matter is being dealt with. A copy of the Conflicts of Interest Policy is available on the Company’s website at http://cblcorporation.co.nz/investors/governance/.
2. BOARD COMPOSITION AND PERFORMANCE
Composition of the Board
The Board’s composition is determined based on criteria set out in the Company’s constitution and the Board Charter, requiring a minimum of three directors and a maximum of eight. At least two directors must be ordinarily resident in New Zealand. The minimum number of independent directors shall be two or, if there are eight or more directors, three or one-third (rounded down to the nearest whole number of directors) of the total number of directors, whichever is the greatest. As at the date of this 2016 Annual Report, a majority of the Board are independent directors having regard to the tests for independence set out in the NZX Listing Rules.
The Board seeks to ensure that at any point in time its membership has an appropriate mix of skills, experience, expertise and diversity to be well equipped to help the Company navigate the range of challenges faced by the Group.
Details of each Board member’s experience, expertise and qualifications are set out in the biographies in the 2016 Annual Report.
Appointment of Board Members
A person may be appointed as a director by ordinary resolution of the shareholders or by the Board, and in each case, subject to the constitution of the Company, the Companies Act, all applicable laws and regulations, the NZX Listing Rules and the applicable ASX Listing Rules.
The Chair of the Board will be appointed by the directors from time to time, and the terms of office will be at the Board’s discretion. The Chair must be an independent director. The Company Secretary, who may also be the CFO, is directly accountable to the Board through the Chair on all matters to do with the proper functioning of the Board.
The Board is responsible for functions of a nomination committee as set out in the schedule to the Board Charter, and the Governance
and Remuneration Committee is responsible for recommending new appointments to the Board in accordance with its Charter. The Board considers a number of factors in assessing the appointment of a director, both in terms of an individual’s skills and experience, but also how that individual’s skills and experience complement that of the Board as a whole with particular regard to the following key skills
- skills such as leadership and previous experience as a managing director, chair or board member of a large organisation;
- relevant industry experience;
- business acquisition and integration skills;
- financial literacy and legal and regulatory knowledge;
- policy and regulatory development and reform;
- health, safety and social responsibility; and
- organisational development and human resources.
In accordance with the Board Charter the Board undertakes appropriate checks before appointing a person, or putting forward to its shareholders a candidate for election as a director, including checks as to a candidate’s character, expertise, education, criminal record and bankruptcy history. Such checks have been undertaken in relation to all current Board members, and will be undertaken prior to appointment or election of any new Board candidate.
CBL will provide all material information in its possession to its shareholders relevant to a shareholders decision about whether or not to elect or re-elect a director, including their relevant qualifications and experience and the skills they bring to the Board, details of any other material directorships currently held by the candidate, the term of office already served by the director, whether the director is considered to be independent and a recommendation by the Board in respect of the appointment or re-election of the director.
CBL will, in the case of a candidate standing for election as a director for the first time, provide information to shareholders about the candidate to enable them to make an informed decision on whether or not to elect the candidate, including: material adverse information revealed by any checks the Board has performed on the candidate; details of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect the candidate’s capacity to exercise judgement on Board matters or to act in the best interests of CBL and its shareholders; the Board’s view on whether the candidate will be considered to be an independent director; and a recommendation by the Board in respect of the election on the candidate.
The Board may appoint one of its directors as an executive director (who may be the Managing Director) for a term of up to 5 years on such terms as the Board sees fit. The executive director can be removed by the Board at any time, and is eligible for reappointment.
At least one-third of the directors (other than the Managing Director), or, if their number is not a multiple of three, then the number nearest to one-third, shall retire from office at the annual meeting each year, but shall be eligible for re-election at that meeting. Those to retire shall be those who have been longest in office since they were last elected or deemed elected. Persons who became directors on the same day must retire in the order they determine by lot or as otherwise agreed between those persons, unless the Board resolves otherwise. Any person appointed as a director by the directors shall retire from office at the next annual meeting, but shall be eligible for re-election at the meeting.
The statutory disclosures section in the 2016 Annual Report lists each directors’ appointment date.
Roles and responsibilities of the Board
The Board is responsible for the governance of the Company and for promoting the success of the Group in a manner designed to create and build sustainable value for shareholders and in accordance with the duties and obligations imposed upon them by the constitution of the Company and by law, while having due regard to other stakeholder interests and the requirements of the NZX Listing Rules and the applicable ASX Listing Rules.
Issues of substance affecting the Company are considered by the Board, with advice from external advisers as required. Each director is required to bring an independent view and judgment to the Board and must declare all actual or potential conflicts of interest on an ongoing basis. Any issue concerning a director’s ability to properly act as a director must be discussed at a Board meeting as soon as practicable, and a director may not vote on any matter relating to the transaction in which the director is interested except where otherwise provided in the Constitution or the Companies Act.
The Board delegates certain functions to its four Board Committees: Audit and Financial Risk Committee, Governance and Remuneration Committee, Disclosure Committee and Investment and Treasury Committee. The role of each of these Committees is outlined in section 3 of this Corporate Governance Statement.
Board procedures also ensure that all directors have the information needed to contribute to informed discussion on all meeting agenda items and to effectively carry out their duties. Senior managers make direct presentations to the Board on a regular basis to give the directors a broad understanding of management philosophies and capabilities.
Responsibilities of the Board, responsibilities of individual directors, and the ability to access information and seek independent advice as they individually or collectively consider necessary to fulfil their responsibilities is formalised via the Board Charter.
Formal letters of appointment are provided to all new directors setting out key terms and conditions of their appointment.
Responsibilities of management
To enable the effective day-to-day management and leadership of the Company, the Board has delegated authority for the operations and administration of the Company to the Managing Director. The Managing Director has in turn sub-delegated parts of his authority to senior executives in his leadership team to enable effective and timely decision making. The Board meets regularly with management to provide strategic guidance for the Company and effective oversight of management. Management are responsible for implementing the strategic objectives of the Company and operating within the risk appetite set by the Board as well as other aspects of the day-to-day running of the Company. Management is also responsible for providing the Board with accurate, timely and clear information to enable the Board to perform its responsibilities.
Formal letters of employment and delegations of authority are provided to all senior management setting out key terms and conditions of their employment.
Role of Chairman
The Chairman’s role is set out in the Board Charter and includes to lead and manage the Board so that it operates effectively, and to facilitate Board discussions so that core issues facing the Company are addressed. The Board supports the separation of the roles of the Chairman (Sir John Wells) and Managing Director (Mr Peter Harris) in accordance with the requirements of the NZX Code. As at the date of this Annual Report Sir John Wells is considered an independent director.
Role of Company Secretary
The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. Each director is able to communicate directly with the Company Secretary and vice versa.
Evaluation of directors and senior management
A performance evaluation for directors, Board committees and senior management takes place at least annually.
The Board recognises that the performance of the directors and the Board Committees are critical to the Company’s success and to the interests of shareholders. The Board, with the assistance of the Governance and Remuneration Committee, undertakes an annual assessment of the performance of the Board and individual directors against the relevant charters, corporate governance policies, and agreed goals
The performance evaluation process used to assess the performance of directors, including roles as Board committee members, involves peer evaluations through the use of anonymous performance evaluation questionnaires. The completed questionnaires are provided to the Governance and Remuneration Committee as part of the assessment process.
The performance evaluation process for senior management is based on written reviews prepared by the appropriate reporting line manager, which are provided to the Governance and Remuneration Committee as part of the assessment process.
All performance evaluations take into account the performance of the Group, performance of specific operating entities as appropriate, and individual performance against key deliverables for the applicable role.
The Board is ultimately responsible for annually reviewing the performance of the Managing Director and senior executives in accordance with the process set out above. across the Group.
3. BOARD COMMITTEES
To ensure that the responsibilities of the Board are upheld and executed to the highest level, the Board has established the following Board committees:
Each of these committees, with the exception of the Disclosure Committee, has established charters (which detail the committees specific functions and responsibilities) and operating procedures in place, which are reviewed by the Board on a regular basis. The Disclosure Committee operates in accordance with the Continuous Disclosure Policy as outlined below. Copies of the committee charters are available at http://cblcorporation.co.nz/investors/governance/.
The Board may establish other committees from time to time to deal with matters of special importance. The Committees have access to the Company’s executives and senior management as well as independent advice. The Chair of each Committee provides an update on the outcomes of Committee meetings at the Board meeting following the relevant Committee meeting.
While the committees make recommendations to the Board, they have no decision making power except where expressly provided by the Board.
With the advice and assistance of the Governance and Remuneration Committee, the Board reviews the performance of the committees against their relevant Charter and agreed goals and objectives on an annual basis.
The qualifications and experience of the Committee members are set out in the biographies in the 2016 Annual Report, and the number of meetings and attendance at meetings is included in the statutory disclosures section in the 2016 Annual Report.
Audit and Financial Risk Committee
The Audit and Financial Risk Committee comprises three non-executive directors (details of whom are set out above), all of whom are considered independent as at the date of this 2016 Annual Report. The Audit and Financial Risk Committee is chaired by Tony Hannon. The Managing Director and the CFO attend as exofficio invitees and the external auditors and appointed actuaries attend by invitation of the Chairman. In December 2015 the Company also engaged Diana Puketapu in a consulting capacity to act as an advisor to the Audit and Financial Risk Committee.
The objectives of the Audit and Financial Risk Committee are to assist the Board in fulfilling its responsibilities relating to risk management and internal control, financial reporting, legislative and NZX and ASX Listing Rule compliance, internal policies and industry standards, the external and internal audit functions, tax management, and includes, among other things:
- promoting a culture of compliance;
- providing a forum for communication between the Board and senior management in relation to audit and compliance matters affecting the Company; and
- reviewing and commenting on senior management’s plans for managing the material financial and reporting risks faced by the Company.
The Audit and Financial Risk Committee scope includes managing and reviewing the following:
- the effectiveness of the Company’s internal control and risk management framework;
- the integrity and effectiveness of the internal and external audit functions;
- the integrity and effectiveness of the financial management processes and systems;
- the independent audit process, including recommending the appointment and assessing the performance of the external auditor;
- the Company’s process for monitoring compliance with laws, regulations, the NZX and ASX Listing Rules, internal standards (including the code of conduct), policies and expectations of key stakeholders, including customers and employees; and
- the relationship and interaction with institutional investors and other shareholders.
The risk management framework is reviewed at least annually by the Audit and Financial Risk Committee.
Governance and Remuneration Committee
The Governance and Remuneration committee comprises three non-executive directors (details of whom are set out above), two of whom are considered independent as at the date of this 2016 Annual Report. The Governance and Remuneration Committee is chaired by Sir John Wells.
The objectives of the Governance and Remuneration Committee are to:
- establish a clear framework for oversight and management of the Company’s remuneration structures, policies, procedures and practices;
- consider and recommend new appointments to the Board and oversee management succession planning;
- fairly and responsibly reward directors and senior management and other employees of the Company having regard to the performance of the Company, the performance of these officers and employees and the general external pay environment; and
- see that the Company and the Board have in place and adhere to policies, procedures and practices to ensure compliance with all laws, rules and regulations applicable to the Company and the directors, including the Companies Act, the constitution of the Company,
the NZX Listing Rules, the ASX Listing Rules and the Board Charter.
As part of the Company’s obligations as a publicly listed company the Company needs to ensure compliance with the NZX Listing Rules relating to continuous disclosure. As part of that commitment the Company has established a Disclosure Committee charged with:
- monitoring compliance by the Company and its officers and employees with the Continuous Disclosure Policy;
- reviewing the Continuous Disclosure Policy at least once each financial year;
- reporting to the Board on any matters dealt with under the Continuous Disclosure Policy; and
- requiring that all material information provided to NZX and ASX is also placed on the Company’s website.
Investment and Treasury Committee
The objectives of the Investment and Treasury Committee are to assist the Board in fulfilling its responsibilities and includes, among other things, to:
- promote a culture of prudent and conservative investment and balance sheet management and management of treasury risks;
- provide a forum for communication between the Board and Senior Management in relation to investments and treasury matters affecting the Group; and
- review and comment on Senior Management’s plans for managing the investment assets, balance sheet and treasury risks faced by the Group.
4. REPORTING AND DISCLOSURE
This 2016 Annual Report includes relevant information about the operations of the Company during the year, key financial information, changes in the state of affairs and indications of future developments. The Annual Reports for the current year and for previous years are available under the ‘Investors’ section of the Company’s website.
The Board has received a declaration from the Managing Director and the CFO that, in their opinion, the financial records of CBL have been properly maintained and that the financial statements have been prepared in accordance with applicable laws, regulations, and accounting standards and present a true and fair view of the financial position and performance of the Group. The Board has also been provided with assurance from the Managing Director and the CFO that the declaration is founded on a system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
The Company has established policies and procedures to ensure timely and balanced disclosures of all material matters concerning the Company, and to ensure that all investors have equal and timely access to information on the Company’s financial performance.
These policies and procedures include a Continuous Disclosure Policy that includes identification of matters that may have a material effect on the price on the Company’s securities, quality control procedures over announcements, notifying them to the NZX and ASX, posting relevant information on the Company’s website and issuing media releases. The policy requires that the Board appoint a Disclosure Committee consisting of the Managing Director, CFO and the Chair of the Board (or if any are unavailable, then the Chair of the Audit and Financial Risk Committee).
The Continuous Disclosure Policy requires the Managing Director and the CFO to be informed of any potential material information or proposal immediately after any officer of the Company or any member of senior management becomes aware of that information or proposal.
The Governance and Remuneration Committee sets compensation packages in such a way that it:
- motivates senior management to pursue the long-term growth and success of the Group;
- demonstrates a clear relationship between senior managements’ performance and remuneration;
- fairly and responsibly rewards directors and senior management and other employees of the Group having regard to the performance of the Group, the performance of these officers and employees and the general external pay environment; and
- will result in the Group being able to attract and retain the best directors and senior management and other employees.
6. RISK MANAGEMENT
The Board considers identification and management of key risks associated with the business as vital to maximise shareholder wealth. The directors are ultimately responsible for reviewing and ratifying the risk management structure, processes and guidelines which are to be developed, maintained and implemented by management. The active identification of risks and implementation of mitigation measures is also the responsibility of management.
To assist the Board in discharging its financial responsibility in relation to risk management, the Board has delegated certain activities to the Audit and Financial Risk Committee. The responsibilities of the Audit and Financial Risk Committee in relation to risk management and internal compliance and control systems include, among other things:
- overseeing the establishment and implementation of risk management and internal compliance and control systems and requiring that there is a mechanism for assessing the ongoing efficiency and effectiveness of those systems;
- reviewing (at least annually) and approving policies and procedures on risk oversight and management to establish an effective and efficient system for:
- identifying, assessing, monitoring and managing risk;
- disclosing any material change to the Company’s risk profile;
- receiving reports from senior management concerning the Company’s material risks in order to assess the internal processes for determining, monitoring and managing these risks and to monitor the risk profile of the Company; and
- reviewing the Company’s financial risk management procedures with the objective of seeing that the Company complies with its legal obligations.
Senior management are responsible for designing and implementing risk management and internal compliance and control systems which identify the material risks facing the Company. These compliance and control systems are designed to provide advanced warning of material risks before they eventuate.
Senior management must regularly monitor and evaluate the effectiveness of these processes and risk plans and the performance of employees implementing them. In addition, senior management must promote and monitor the culture of risk management within the Company and compliance with internal risk systems and processes by employees.
All employees are responsible for implementing, managing and monitoring processes and risk plans with respect to material business risks, as appropriate for their role.
Senior management must report on risk management to the Board, and to the Audit and Financial Risk Committee. The reporting must identify the Company’s material risks and the extent to which:
- the Company’s ongoing risk management programme effectively identifies all areas of potential risk, including with respect to licensing and regulatory issues;
- adequate policies and procedures have been designed and implemented to manage identified risks;
- a regular programme of audits is undertaken to test the adequacy of, and compliance with, prescribed policies; and
- proper remedial action is undertaken to redress areas of weakness.
The Audit and Financial Risk Committee oversees the relationship with the external auditor, including recommending the appointment and assessing the performance of the external auditor. The Audit and Financial Risk Committee responsibilities in regard to the external auditors are to, among other things:
- review the professional qualification of the external auditor and ensure the external auditor and audit partner hold current auditor licences with the Financial Markets Authority (including background and experience of partner and auditing personnel);
- consider the independence of the external auditor and any potential conflicts of interest;
- review on an annual basis the performance of the external auditor and make recommendations to the Board for the appointment, reappointment or termination of the appointment of the external auditor, including ensuring that the audit partner is changed at least every five years;
- review the external auditor’s proposed audit scope and approach for the current year in light of the Company’s circumstances and changes in regulatory and other requirements;
- discuss with the external auditor any audit problems encountered in the normal course of audit work, including any restriction on audit scope or access to information;
- ensure that significant findings and recommendations made by the external auditor and management’s proposed response are received, discussed and acted on appropriately;
- discuss with the external auditor the appropriateness of the accounting policies applied in the Company’s financial reports and whether they are considered to be aggressive, balanced or conservative;
- meet separately with the external auditor at least once a year to discuss any matters that the Committee or auditor believes should be discussed privately;
- ensure that the external auditor has access to the Chair of the Committee when required;
- review policies for the provision of non-audit services by the external auditor and, where applicable, the framework for preapproval of audit and non-audit services;
- require that the external auditor attends the annual meeting of the Company and is available to answer questions from shareholders of the Company relevant to the audit; and
- see that the Company has appropriate policies for hiring audit firm personnel for senior positions.
The Group internal audit function is the responsibility of the Group Quality Assurance Manager. The role of internal audit involves risk assessment, and the design of an internal audit programme. The role also includes performance of the monitoring and testing procedures. Independent external experts may be engaged from time to time to assist in specialist areas. The internal audit function reports directly to the Board and to the Audit and Financial Risk Committee.
8. SHAREHOLDER RELATIONS
The Company has a Shareholder Communications Policy which is designed to promote effective communication with shareholders and encourage effective participation by shareholders at general meetings of the Company. The Company seeks to recognise numerous modes of communication, including electronic communication, to ensure that its communication with shareholders is timely, clear and accessible. The Company provides investors with comprehensive and timely access to information about itself and its governance on its website at http://cblcorporation.co.nz. The website includes copies of past annual reports, results announcements, media releases (including NZX and ASX announcements) and general Company information. The Company website also has a comprehensive corporate governance section for shareholders.
Pursuant to the Shareholder Communications Policy the Company endeavours to:
- maintain and update relevant information about the Company and its corporate governance practices on the Company’s website within a reasonable timeframe;
- distribute shareholder communications to shareholders in accordance with the Companies Act and the NZX and ASX listing rules; and
- use available channels and technologies to communicate widely and promptly to shareholders.
The Company makes announcements to the ASX and NZX in accordance with the relevant listing rules of those exchanges and the Companies Act. Announcements made by the Company to the ASX and NZX are, subject to applicable securities laws, available to shareholders:
- on the Investors section of the Company’s website;
- under the ‘Company Announcements’ section of the ASX website and the ‘Announcements’ section of the NZX website; and
- by email notification (when shareholders provide the Company with their email address and elect to be notified of all the Company’s ASX and NZX announcements).
9. STAKEHOLDER INTERESTS
The Company has established a policy, the Securities Trading Policy and Guidelines, detailing the Company’s policy on, and rules for dealing in the Company’s shares listed on the NZX and ASX, any debt securities issued by the Company, and any other issued security of the Company or its subsidiaries or any derivatives in respect to the Company’s securities. The policy prohibits insider trading at all times, and designates certain persons as Restricted Persons subject to blackout periods. The Securities Trading Policy and Guidelines is available on the Company’s website at http://cblcorporation.co.nz/investors/governance/.
The Company has adopted a Diversity Policy which supports the commitment of the Company to an inclusive workplace that embraces and values diversity while always upholding the principle of meritocracy. The Board believes that embracing diversity in its workforce contributes to the achievement of its corporate objectives (including optimising financial performance in a competitive labour market) and enhances its reputation. The diversity objectives of the Group include requiring the Board and management to:
- actively consider diversity in the recruitment process; and
- monitor the trend in overall gender diversity across the Group.