The board of Just Water International Limited (JWI) has been appointed by the shareholders to guide and monitor the business of JWI and its division Just Water New Zealand ("the Company).
The Board is committed to ensuring that the Company adheres to the best practice governance principles and maintains the highest ethical standards. The best practice principles which the Company considers in its governance approach are the New Zealand Exchange (NZX) Listing Rules and the New Zealand Exchange Corporate Governance Best Practice Code (collectively the “Principles”).
Composition and responsibilities
At present the board comprises three directors (including the chairperson), of which two are non-executive directors. Refer Board and Executive
for further details. The Company considers that the board comprises an appropriate mix of skills, expertise and independence.
The Chairman is Tony Falkenstein, who is also the Chief Executive Officer of the Company.
Board meetings are generally held quarterly, with additional meetings as required.
The directors’ primary objective is to increase shareholder value within an appropriate framework that protects the rights and enhances the interests of shareholders and ensures that JWI and its controlled entities are properly managed. The function of the board includes responsibility for:
• direction, development and approval of corporate strategies and the annual budget;
• monitoring financial performance including approval of the annual and half-year financial reports, and liaison with the Company's auditors;
• ensuring effective management of the Company's assets;
• ensue the Company complies with all health and safety responsibilities arising out of the conduct of its business operations;
• appointment of and assessment of the performance of the Chief Executive;
• monitoring managerial performance; and
• ensuring the business risks facing the Company have been identified and that adequate control, monitoring and reporting mechanisms are in place.
A copy of the Company’s constitution is available for inspection on the Companies Office’s electronic register here
The board has an audit committee and a remuneration committee. Committees do not take action or make decisions on behalf of the board unless specifically mandated to do so by express prior board authority.
The audit committee is comprised solely of non-executive directors and the chairperson of the committee is an independent director.
The function of the audit committee is to:
• assist the board in carrying out its responsibilities under the Companies Act 1993, the Financial Markets Act 1993 and the Financial Markets Conduct Act 2013 in respect of the group financial accounting practices, policies, and controls;
• to review and make appropriate enquiry into the audit of the group financial statements;
• the audit committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders and on company processes for the management of business/financial risk and for compliance with significant applicable legal, ethical, health and safety and regulatory requirements;
• the role also includes coordination with other board committees and maintenance of strong, positive working relationships with management, external and internal auditors, counsel and other committee advisors.
In line with the Principles the audit committee at the date of this document comprises:
• solely of non-executive directors, at least 50% of whom are independent;
• at least one director who is a chartered accountant;
• a chairperson who is a non-executive director and a chartered accountant, and who is not the chairperson of the board.
Link to Audit Commitee Charter
Link to Code of Ethics
The objective and purpose of the remuneration committee is to assist the board in establishing coherent remuneration policies and practices which:
• enable the Company to attract, retain and motivate executives and directors who will create value for shareholders;
• fairly and responsibly reward executives having regard to the performance of the Company, the performance of the executive and the general remuneration environment;
• comply with the provisions of the NZX Listing Rules and any other relevant legal requirements.
Recognising the key role personnel play in the pursuit of the Company's strategic objectives, the committee is responsible for determining the remuneration of the Chief Executive, and for maintaining an overview of the remuneration of senior management. In performing these roles, the committee operates independently of the Company's senior management, and, where required, obtains independent advice on the appropriateness of the remuneration and related packages that fall within its responsibility.
The fees payable to non-executive directors are determined by the remuneration committee, with the current total maximum remuneration payable to the directors of the Company being $130,000 per annum as approved by ordinary resolution at the 2006 annual meeting of shareholders. The company pays its non-executive directors in cash.
The remuneration committee is comprised solely of non-executive directors and the chairperson of the committee is an independent director.
Link to: JWI Remuneration Committee Charter
Reporting and continuous disclosure obligations
The Company is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the market and shareholders which reflects a considered view on the present and future prospects of the Company.
Continuous disclosure obligations of NZX require all listed companies to advise the market about any material events and developments as soon as the Company becomes aware of them. The Company has policies and a monitoring programme in place to ensure that it complies with these obligations on an ongoing basis and ensures timely communication of material items to shareholders through NZX or directly, as appropriate.
The Company has in place a risk management plan to identify and address areas of significant business risk. Risk management is carried out by the board with responsibility delegated through to the audit committee. The audit committee identifies and evaluates financial risks in close co-operation with the Company's operating units. The board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity that are designed to:
• optimise the return and to protect the interest of the company stakeholders;
• safeguard the company’s assets and maintain its reputation;
• improve the company’s operating performance; and
• fulfill the company’s strategic objectives.
Health and Safety
The board has approved a Health and Safety Charter which provides a framework for the culture and compliance with health and safety best practice by the Company. Each member of the board will exercise due diligence to ensure that the Company complies with its health and safety duties under the relevant health and safety legislation, ensure management has clear guidance regarding health and safety responsibilities and accountabilities and monitor the Company’s and management’s performance according to key health and safety indicators.
Link to: Health and Safety Charter.
The Company values its dialogue with institutional and private investors and is committed to giving all shareholders comprehensive, timely and equal access to information about its activities. The board aims to ensure that shareholders are informed of all information necessary to assess the board’s performance. They do so through a communication strategy which includes:
• periodic and continuous disclosure to NZX;
• information provided to analysts and media;
• annual and half-yearly reports distributed to all shareholders;
• the annual shareholders’ meeting; and
• the company’s website.
In accordance with the New Zealand Companies Act and NZX Listing Rules, the Company is no longer required to automatically mail a hard copy of its annual or half-yearly reports to shareholders. Even though these reports will be available electronically, shareholders can request a hard copy of the report to be mailed to them free of charge. The notice of meeting is circulated at least 10 days before the meeting and is also posted on the Company’s website.
Shareholders are provided with notes on all the resolutions proposed through the notice of meeting each year. Directors are available at the annual shareholder meetings to answer shareholder questions. The board encourages full participation of shareholders to ensure a high level of accountability and identification with the Company’s strategies and goals.