Nominations, appointments and ongoing education
The Remuneration and Appointments Committee recommends to the Board suitable candidates for appointment as directors. The Committee will consider, among other things:
- the candidate's experience as a director;
- their skills, expertise and competencies (the Board aims to have a mix of skilled directors with particular competencies in the insurance and financial services sector);
- the extent to which those skills complement the skills of existing directors;
- the candidate's ability to devote sufficient time to the directorship, and;
- the candidate's reputation and integrity.
To ensure that the Board appoints directors and officers who have appropriate skills, knowledge, experience and integrity to perform their duties, and to fulfil their roles, Tower has developed a Fit and Proper Policy benchmarked to the requirements of the Insurance (Prudential Supervision) Act 2010 and Fit and Proper Policy Guidelines for Licensed Insurers, along with the Fit and Proper Policy Guidelines for Licensed Insurers issued by the Reserve Bank of New Zealand. This policy is applied to all directors and relevant officers.
The Remuneration and Appointments Committee undertakes appropriate checks before appointing a person or putting forward to shareholders a new candidate for election as a director. Such checks have been undertaken in relation to all current Board members, and will be undertaken prior to the appointment or election of any new Board candidate.
In the case of a candidate standing for election as a director for the first time, Tower will 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 Remuneration and Appointments Committee 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 Tower 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 candidate’s election. Where directors are seeking re-election at a general meeting, Tower will provide information to shareholders to enable them to make an informed decision on whether or not to re-elect the 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 re-election of the director.
On appointment to the Board, directors receive a formal letter of appointment outlining their duties, obligations and remuneration, and are provided induction information about Tower in the form of a Director’s Manual. The Director’s Manual contains historical background on Tower and its operations, information about how Tower and its subsidiaries are structured, details of the Company’s directors’ and officers’ insurance, the Board Charter and other Tower corporate governance policies. The induction process also involves one-on-one discussions with the Chair, other directors and briefings from senior management to help new directors participate actively in Board decision making at the earliest opportunity.
Directors are expected to develop their skills, competencies and industry knowledge by taking responsibility for their continuing education. To ensure ongoing education, directors are regularly informed of developments that affect Tower’s industry and business environment, as well as company and legal issues that impact the directors themselves. Directors receive comprehensive board papers and briefing information before Board meetings, including a report from the Chief Executive Officer and reports from senior management.
Directors have unrestricted access to management and any additional information they consider necessary for informed decision making. Senior management also attend Board meetings in order to provide presentations to the Board and answer any queries directors may have. This allows the Board to understand the practical issues affecting Tower and the impact of these issues on its performance.
A director may obtain independent professional advice relating to the affairs of Tower or his/her responsibilities as a director or Committee member. Where the director has the approval of the Board Chair or Committee Chair to obtain independent professional advice, Tower will meet the reasonable costs of the advice.