To view the full Corporate Governance Statement, click here.
Abano Healthcare Group is listed on the New Zealand Stock Exchange. The Board of Abano is responsible for the corporate governance of the Company. The Board does this in line with internationally accepted best practice, and the Company’s corporate governance policies comply with the NZX Corporate Governance Best Practice Code.
We believe in diversity within our businesses, and recognise the value in different viewpoints and perspectives offered by people of different backgrounds, age, race and gender. We have a good representation of female directors on our Board (two out of seven directors), as well as many female senior executives in our business leadership teams.
In the course of the financial year, there were 15 Board meetings, three Risk Assurance and Audit Committee meetings and three Remuneration Committee meetings.
Directors’ fees were approved at the 2012 annual meeting. All non-executive directors receive $55,000 per annum, each committee chair receives a further $11,000 per annum, the deputy chairman receives $82,500 per annum and the chairman receives $110,000 per annum. In addition, there is a $50,000 allowance to provide flexibility to remunerate non-executive directors who assume additional responsibilities not normally expected in the ordinary course of business. This was not utilised during FY13.
Directors' Fixed Trading Share Plan
In June 2012, the Abano Board approved the implementation of a new director remuneration arrangement, whereby 50% of after tax fees for nonexecutives directors are paid in shares, which are acquired on market on a quarterly basis. The Board believes that directors should own shares in the Company, and this plan further aligns directors’ interests with those of our shareholders. This policy is in line with the NZX Corporate Governance Best Practice Code whereby directors are encouraged to invest a portion of their cash remuneration in the Company’s shares.
Executives' Long Term Performance Based Share Scheme
In FY12, the Board approved a new long term performance based share scheme for the managing director and chief financial officer/chief operating officer, on materially similar terms to the 2008 scheme approved by shareholders. The scheme further aligns management’s interests with those of shareholders, and encourages management to ensure the Company performs well, through long term growth and increasing shareholder value. The Board believes it is important to motivate and retain our key executives, and provide performance incentives which allow executives to share the rewards of the success of the Company.
Directors' Use of Information
No member of the Abano Board or its subsidiaries issued a notice to use information received by them in their capacity as directors, which would not otherwise have been available to them.