Corporate governance

Promoting investor confidence through the application of good governance principles

Our leading team of senior corporate lawyers specialising in corporate governance advise a number of New Zealand's largest listed companies, and government owned companies and agencies, on governance and strategic advice, relevant Financial Markets Authority guidance, and market practice and trends.

Our work includes advising on:

  • 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 and incentive arrangements, and director contracts
  • board and sub-committees composition, including charters and best practice, and
  • annual reports and preparation for meetings of shareholders.

A number of our partners and consultants are independent directors of NZX listed companies, crown agencies, and other large business entities. We are the primary national legal partner for the Institute of Directors in New Zealand. Our partners regularly provide media comment on topical governance issues, and are active contributors to governance law and policy reform initiatives of government, NZX, the Financial Markets Authority and the Takeovers Panel.

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

  • advice 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
  • 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

  • advice on market disclosure of listed issuers, financial reporting and assurance requirements, and other statutory disclosure obligations
  • advice on director and senior manager remuneration policies, appropriate STI and LTI incentives, and other benefits
  • advice on director and officer insurance and indemnification
  • preparing corporate governance policies, charters and 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, and
  • attending meetings of shareholders and advising on meeting practice and procedure.
Equity capital markets; Financial services regulation; Funds, KiwiSaver & superannuation; Mergers & acquisitions; Private client & trusts

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Banks & financial institutions; China Desk; Construction & major projects; Energy & natural resources; Technology, media & telecommunications

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