Corporate governance

Promoting investor confidence through the application of good governance principles

Directors and boards face a range of complex issues arising from increased regulation and scrutiny from stakeholders.

Our dedicated team of senior corporate lawyers provides governance and strategic advice, relevant Financial Markets Authority (FMA) guidance and insights into market practice and trends. A number of our partners and consultants are independent directors of New Zealand stock exchange (NZX) listed companies, Crown agencies and other large business entities – so have first-hand experience of dealing with the challenges you face. Our partners regularly provide media comment on topical governance issues and are contributors to governance law and policy reform initiatives of government, NZX and the FMA and the Takeovers Panel.

Our specialists are across current governance issues and provide advice on the full spectrum of corporate and commercial law including:

  • directors' duties and liabilities, delegations and conflict of interest management
  • best practice corporate governance policies and procedures
  • market disclosure, insider trading and appropriate procedures and systems
  • director and senior executive remuneration structuring and disclosure, including employee share plans, employee incentive arrangements and director contracts
  • board and sub-committees composition including charters and best practice
  • annual reports and preparation for meetings of shareholders.

We’ve worked with a number of directors and boards on a range of complex issues including:

  • advising on appropriate decision making processes, management of conflict of interests and resolution of deadlocks
  • acting as a sounding-board for difficult or strategic decision-making
  • providing advice on delegation, reasonable reliance on others and required ongoing monitoring and oversight of delegates
  • providing external, independent advice to the chair or individual directors including advising on issues of board composition and refreshment
  • advising on market disclosure of listed issuers, financial reporting and assurance requirements, and other statutory disclosure obligations
  • assisting with director and senior manager remuneration policies, appropriate STI and LTI incentives and other benefits
  • advising on director and officer insurance and indemnification
  • preparing corporate governance policies and charters that meet best practice and the requirements of the Listing Rules, Companies Act and other legislation
  • assisting with reporting against corporate governance policies in annual reports or via websites, and comparison with the NZX, FMA and other third party best practice governance codes and recommendations
  • attending meetings of shareholders and advising on meeting practice and procedure.

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