Role of the Tower Board of Directors
Tower's Board operates in accordance with a written charter which sets out the roles and responsibilities of the Board.
It provides that the primary role of the Board is to effectively represent and promote the interests of shareholders with a view to enhancing growth and returns across Tower and its subsidiaries, adding long-term value to Tower shares. The Board, when fulfilling its roles and responsibilities, is required to have appropriate regard to Tower's values, the concerns of its shareholders, its relationships with significant stakeholders and the communities and environment in which it operates.
Role of Chair
The Chair's role is to lead and manage the Board so that it operates effectively, and to facilitate interaction between the Board and the Chief Executive Officer (CEO). The Chair of the Board is elected by the directors. The Board supports the separation of the roles of Chair and CEO as recommended by the NZX Corporate Governance Best Practice Code and these roles are separate at Tower. Michael Stiassny was appointed Chair of Tower on 21 March 2013.
Nominations, appointments and ongoing education
Tower's procedure for the nomination and appointment of directors to the Board is set out in Tower's Remuneration and Appointments Committee Terms of Reference (PDF 264). The Remuneration and Appointments Committee will identify and recommend to the Board suitable candidates for appointment as directors. The Committee will consider, among other matters, a candidate's:
- experience as a director
- 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.
All newly appointed directors and relevant officers are subject to Fit and Proper assessments prior to appointment. The Fit and Proper assessment considers a candidate's character, experience, education, criminal record, and credit history.
Director's independence is assessed in accordance with the requirements for independence set out in Tower's Board and Director Protocols (PDF 185kb). Those independence requirements are benchmarked against the Reserve Bank of New Zealand and NZX independence requirements. As at 22 March 2023, the Board comprised of six non-executive directors, five of whom are independent.
Retirement and re-election
At least one-third of the total number of directors must retire from office each year by rotation and, if they choose, stand for re-election by shareholders at the Annual Shareholders' Meeting. Directors who retire each year are those who have been in office longest since their last election. If two directors have held office for equal terms and cannot agree who will retire it is determined by lot.
In addition, all directors appointed by the Board since the last Annual Shareholders' Meeting to fill a casual vacancy must stand for election. Shareholders will be provided with relevant information on the directors standing for re-election and election prior to the Annual Shareholders' Meeting to enable them to make informed decisions when voting.
Director share ownership
All directors are required by the Company's Constitution (PDF 515kb) to hold Tower shares. Directors and management are required to comply with Tower's Insider Trading and Market Manipulation Policy (PDF 265kb) when purchasing and disposing of Tower securities. The number of shares held by each director and their dealings in Tower securities during the financial year are disclosed in the Annual Report.
For a list of the director's shareholdings as at 30 September 2022, please see page 131 of Tower's 2022 Annual Report.
Indemnities and insurance
In accordance with section 162 of the Companies Act 1993 and Tower's Constitution, Tower has provided insurance for and indemnities to, directors and employees of Tower for losses from actions undertaken in the course of their duties. The insurance includes indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity. Particulars are entered in the Interests Register pursuant to section 162 of the Companies Act 1993.
Attendance at Board and Committee meetings
The CEO attends all Board and Audit and Risk Committee meetings. The Chief Financial Officer and Chief Risk Officer attend these meetings in part. All meetings are attended by an appropriately qualified person who is responsible for taking accurate minutes of each meeting and ensuring that Board procedures are observed.