Corporate Governance

Overview

Active corporate governance supports value creation

Z’s board believes it should relentlessly focus on four matters: context, strategy, risk, and assurance.

Our board is entirely comprised of independent non-executive directors, leading a highly credible and capable management team with significant experience in a range of sectors, including fuel supply chain operations and retail fuel marketing.  The board make up is regularly reviewed against a skills matrix which we publish in our annual report.  The matrix considers Z’s current and future strategy and a range of other factors to ensure the appointment of a diverse range of talent and experience best suited to lead Z into the future.

The board meets eight times a year for two full days; every two months plus additional meetings at half year and full year results. There are three standing committees of the board; the Audit and Risk Committee; People and Culture Committee; and the Health Safety Security and Environment (HSSE) Committee.  The board can put together ad-hoc committees such as a takeover committee (see Z’s Takeover Policy) from time to time as the board deems necessary.

The board adheres to the NZX Corporate Governance guide and the FMA Corporate Governance Handbook Principle 8 on Shareholder relations and stakeholder interests, including this investor centre which full complies with recommendation 8.1 and 8.2 for publishing clear policies and up-to-date information.

Our board is committed to working both inside and outside the boardroom.  Each year the board engages in structured learning and stakeholder engagement and board members attend a wide range of activities such as Z’s safety day (including participation in “Safety Walk and Talks” throughout Z’s operations), retailer conferences and site visits.

Z’s board is committed to Z’s stands including diversity and inclusion, focusing on the best outcomes for Z.  Our board has a range of age groups, backgrounds, experience, and a strong gender balance.
 

How we appoint the Board

The Z Board takes a structured approach to Board appointments and succession, ensuring the Board has the appropriate skills required to effectively execute its strategy. The process of evaluating and reviewing the Board’s skills against what might be required in the future is ongoing and supplemented by professional, independent third -party review.

Capability building across the Board occurs through ongoing personal development and Board education programmes in targeted areas.

The Board’s commitment to ensuring it has the right skills around capital management served Z well over FY21, with the Board and management working closely and effectively together with the capital markets and debt providers around recapitalising the company.

These skills remain vital to Z’s future as the company resumes dividends, pays down debt and builds a more flexible and resilient organisation.

Z’s Board has particularly strong skills in listed company governance, the liquid fuels industry and infrastructure management, and has increased its capability over FY21 in organisational transformation and management of significant change.

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All of these skills are highly relevant and important to Z’s future.

Over FY21, the Board focused on increasing its capability in data and customer experience, as well as customer insight, brand and digitisation. These areas of focus will continue into FY22.

Last year Z reported it has been seeking an appropriately skilled and qualified new Director with particular skills in digital technology, data and customer experience since June 2019. This search was paused due to Covid-19 and will now resume. The market remains incredibly tight for people with these skills.

Increasing the Board’s capability in Sustainability and Clean Energy also remains a focus for ongoing Board development.

The Z Board also measures itself on how diverse we are as a group, using a ‘Diversity of Thought’ measurement tool. Using this tool, we map the diversity of both the Board and Z Executive team so we fully understand how we think and work together and so we can be highly strategic in the recruitment processes for each group.