Corporate Governance
The Board of Directors is responsible for the Corporate Governance of the Company. Corporate Governance is the control of the business by the Directors, and accountability of the Directors to shareholders and other stakeholders for the performance and conduct of the Company and the Company’s compliance with laws, standards and codes of practice.
Click here to view PGC’s Constitution.
About the Board
The board of directors of Pyne Gould Corporation is elected by shareholders to direct and supervise the management of the Company. The board establishes the Company’s objectives, strategies and overall policy framework within which the business is conducted.
The day to day management of the company is delegated to the Chief Executive Officer. The board monitors and reviews management’s performance in carrying out this delegation.
The board has put in place a formal performance assessment procedure to assist it in ensuring that it has the right composition and appropriate skills, qualifications, experience and background to effectively govern the Company and monitor performance in the interests of its shareholders. This procedure involves a review of the board, board committees and individual director performance on an annual basis.
The current members of the board of directors are Bryan Mogridge (Chairperson), John Duncan (Managing Director), Bruce Irvine and George Kerr.
Board Committees
The board has the following permanently constituted committees to assist the board by working with management in specific areas of responsibility and then reporting their findings and recommendations to the board. Other ad hoc board committees are established for specific purposes from time to time.
Audit Committee
The role of the audit committee is to assist the board in:
- discharging its financial reporting and regulatory responsibilities;
- ensuring the ability and independence of the external auditor to carry out its statutory audit role;
- maintaining effective internal audit and internal control systems.
Click here to view PGC’s Audit Committee Charter.
Remuneration and Appointments Committee
The role of the remuneration and appointments committee is to:
- oversee a formal and transparent method of recommending director remuneration to shareholders;
- assist the board in establishing remuneration policies and practices for the company and in discharging its responsibilities for reviewing and setting the remuneration of the Chief Executive Officer and senior executives;
- assist the board in reviewing the board’s composition and the competencies required of prospective directors; identifying prospective directors; develop succession plans for the board; and make recommendations to the board accordingly.
Click here to view the Remuneration and Appointments Committee Charter.
Risk Committee
The role of the risk committee is to assist the board to formulate its risk appetite and understand the risk the company faces for each of credit, liquidity, market, insurance, operational and reputational risk.
Click here to view the Risk Committee Charter.
Corporate Trust
Perpetual Trust has independent corporate trust boards established under the Trustee Companies Act. The responsibilities of these boards are to discharge Perpetual Trust’s fiduciary obligations and duties in respect of its corporate trust business.
These duties include:
- the acceptance of appointments as trustee or statutory supervisor for corporate trust clients;
- the performance of all duties and the exercise of discretions under those appointments;
- overseeing corporate trust compliance monitoring processes and procedures.
Current members of the corporate trust board are Sam Maling (Chairman), Euan Abernethy, and Keith Rushbrook.
Code of Conduct
PGC is committed to acting with integrity and requires director’s and staff to act based on the highest standards of ethical and professional conduct.
Click here to view PGC’s Code of Conduct.
Click here to view PGC’s Share Trading Policy.
Shareholder Relations
The board has a policy of a full and open communication to ensure that shareholders are kept informed of major developments affecting the company. Information is communicated to shareholders at the annual meeting, through the annual and interim reports, as well as by letters and newsletters throughout the year.
Reports are in Adobe PDF format. To view these you will need the latest version of Adobe Acrobat Reader.
