Capital Markets Report: Revised NZX stance on diverse governance

Joan Withers, chair of The Warehouse and Mighty River Power.

Some of New Zealand's biggest businesses will now have a comprehensive, measurable diversity policy to follow.

As part of the NZX's new Corporate Governance Code, NZX-listed companies are recommended to make their diversity policy and objectives public, and explain their attitudes and goals to achieving better diversity in the workplace.

These goals should be measurable and progress tracked. This includes reporting on the number of men and women on the board, at senior management level, and across the entire organisation.

If an organisation doesn't have a diversity policy, the new corporate governance code requires them to explain why not.

These changes will lead directly to more listed companies establishing display metrics -- including gender, but also hopefully extending to address areas such as equal pay and flexible working arrangements

Joan Withers, chair of Mighty River Power and The Warehouse, believes these changes will lead directly to more listed companies establishing diversity metrics.

"This includes gender, but also hopefully extending to areas such as equal pay and flexible working arrangements," Withers says.

"Measurable objectives lead to greater diversity; greater diversity leads to better business outcomes -- delivering to the bottom line through improved productivity, profitability and performance; better growth, innovation and customer service; and an enviable 'employer of choice' reputational standing."

The revised code aligns to Australia's ASX's diversity policy regime, which has a similar 'if not, why not' requirement.

Since those reporting requirements were introduced in Australia, the number of women on boards increased by 47 per cent (from 15 per cent in 2012 to 22 per cent in 2015), and the number of women in senior management positions increased by 30 per cent (from 20 per cent in 2012 to 26 per cent in 2015). Now, 99 per cent of ASX200 companies have a diversity policy in place.

A combination of reporting and voluntary target setting saw the number of women on UK's FTSE100 boards increase by 52 per cent over four years (from 12.5 per cent in 2011 to 26 per cent in 2015).

The changes are not a quota and won't force companies to have a specific number of women on boards.

Withers, who is also vice-chair of Global Women, is against the concept of quotas because she thinks they are demeaning.

"All of the women that I work with around the board table are there because of their all-round directorial competence. They can hack it with any of the male directors that are sitting around those same tables.

"The changes are saying that we need to be utilising -- as a nation -- the whole talent pool that we have got."

Withers notes she has never been in a position where a board she is sitting on hasn't been able to find skilled women across all areas.

All of the women that I work with around the board table are there because of their all-round directorial competence. They can hack it with any of the male directors that are sitting around those same tables.

Hamish Macdonald, General Counsel and Head of Policy at the NZX, says that the NZX Code sets out a series of recommendations, such as diversity, that listed companies are recommended to follow.

"Our role as a licensed market operator is to act as a standard setter but it is up to companies and the industry as a whole to progress change," he says.

"Naturally, the aim of the NZX Code is to improve governance standards, particularly for listed companies which are smaller in size or at an earlier stage of development.

Many of New Zealand's top listed companies will already be meeting the practices outlined in the NZX code.

"We hope the updated NZX Code leads to improved corporate governance, but ultimately it is up to shareholders to decide if they are comfortable with a company's governance practices based on the disclosure triggered by NZX's rules," Macdonald says.

New rules for CEO transparency

The NZX's Corporate Governance Code, released last week, represents a significant step forward for corporate governance reporting requirements in New Zealand.

The NZX Code has eight parts, covering principles that reflect internationally accepted corporate governance practices intended to protect the interests of and provide long term value to shareholders while also seeking to reduce the cost of capital for issuers.

Principles include ethical behaviour, board composition and performance, board committees, reporting and disclosure, remuneration, risk management, auditors, and shareholder rights and regulations.

Each principle contains specific recommendations and explanatory commentary that NZX-listed issuers are encouraged to adopt. It's been more than 13 years since the NZX Code was reviewed.

The remuneration principle requires the pay of directors and executives to be transparent, fair, and reasonable, and includes the following recommendations:

• An issuer should recommend director remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be clearly disclosed in the issuer's annual report.

• An issuer should have a remuneration policy for directors and officers, which outlines the relative weightings of remuneration components and relevant performance criteria.

• An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include disclosure of the base salary, short term and long term incentives, and the performance criteria used to determine performance-based payments.

Companies that do not comply with the recommendations will have to justify their decision. Currently, companies only have to report on the number of people who earn over $100,000 within salary bands of $10,000 above that threshold -- and it is not always the case that the chief executive is the top earner.

Hamish Macdonald, General Counsel and Head of Policy at the NZX, says the code recommendations were designed to drive increased transparency for shareholders.

"Sound corporate governance practices can lead to a lower cost of capital and higher valuations for New Zealand listed companies. The streamlined NZX Code will result in greater transparency for investors and hopefully drive increased confidence in our capital markets."

The NZX Code was subject to extensive market consultation -- more than 80 submissions were received throughout the consultation process from major governance groups, issuers, corporate firms and investors in New Zealand and overseas.

"The extensive engagement NZX received as part of this review reflects the industry's desire for strong corporate governance and the key leadership role NZX plays in encouraging these improved practices," Macdonald says.

The updated NZX Code takes effect from October 1, 2017 so it must be reported against for reporting periods ending December 31, 2017 and beyond. The NZX encourages issuers to adopt the recommendations on a voluntary basis earlier if they wish.