Corporate Governance

 

 

The Board and Management of Wellington Drive Technologies Limited are committed to acting with integrity and expect high standards of behaviour and accountability from all its officers and staff.

Role of the Board

The Board’s primary objective is the enhancement of shareholder value by following a set of core principles, appropriate governance and ethical strategies and ensuring effective and innovative use of Company resources. The Board is responsible for the management, oversight, supervision, and direction of the Group. Day-to-day management of the Group is delegated to the Chief Executive.

The Board Charter (link) sets out these roles and responsibilities.

Compliance

The governance principles adopted by the Board are designed to meet best practice recommendations for listed companies to the extent that they are appropriate to the size and nature of Wellington’s operations. The Board endorses the overall principles embodied in the NZX Corporate Governance Code 2017 (the NZX Code) and believes the Company’s corporate governance principles, policies and practices are appropriately aligned with the NZX Code's recommendations.  Our Corporate Governance Statement in our Annual Report (link) provides further details, including where the Company has chosen not to comply with a recommendation under the NZX Code.  

Board Committees

The Board has established a number of committees to guide and assist the Board with overseeing certain aspects of corporate governance. 

Audit and Risk Committee

This committee operates under a charter (link) approved by the Board and assists the Board in: taking reasonable steps to acquire and maintain up-to-date knowledge of enterprise risk management; overseeing the quality and integrity of external financial reporting including the accuracy, completeness and timeliness of financial statements; the appropriateness of accounting policies, areas of judgement, compliance with accounting standards, stock exchange and legal requirements; and the business's relationship with, and the independence of, the external auditor.

The committee is composed of three non-executive directors, all of whom are independent.  The current members are Lisbeth Jacobs (Chairwoman), Tony Nowell and John McMahon.

Executive Appointment and Remuneration Committee

This committee operates under a charter (link) approved by the Board and assists the Board in: the remuneration and appointment of the senior executive team; management succession planning; reviewing and approving compensation arrangements; establishing employee incentive schemes and the remuneration of the Board.  The committee also advises on proposals for significant company-wide remuneration policies and programmes.  In carrying out this role, the sub-committee operates independently of senior management of the Company and obtains independent advice on the appropriateness of the remuneration packages.

The current members are Gottfried Pausch (Chairman), Tony Nowell and John McMahon.

Technology and Innovation Committee

This committee operates under a charter (link) approved by the Board and assists the Board in overseeing and providing counsel on overall strategy, direction and effectiveness of technology and innovation activities.

The current members are Lisbeth Jacobs (Chairwoman) and Gottfried Pausch.

Other Committees

From time-to-time the Board may establish a committee to assist in the management of a matter or project.

Health and Safety

Whilst not a committee of board members, Wellington has a Health and Safety Committee that meets monthly and reports to the Board.  The Company is strongly committed to maintaining a safe and healthy workplace and believes all accidents are preventable.  The committee is made up of a mix of senior management and staff from key operational areas.

The Committee strives to: maintain and continually improve our Health and Safety systems; proactively identify hazards and take all steps to eliminate or mitigate these; consult and actively promote participation in Health and Safety matters throughout the Company.

A link to our Health and Safety Policy is below.

Governance Policies

Code of Business Conduct and Ethics (link)

Health and Safety Policy (link)

Rules for Trading in Wellington Securities (link)

Group Market Disclosure Policy (link)