Investor Centre - Governance and Risk Management Guidelines

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Board Charter
Governance Framework
Code of Ethics
Market Disclosure Policy


Governance Summary

The board and management of Geneva are committed to ensuring that Geneva maintains good governance structures and adheres to high ethical standards.  The key components being:

• The Board of Directors
• Ethical Conduct
• Selection and Role of Chairman
• Board Membership
• Director Independence
• Directors' Fee
• Nomination and Appointment of directors
• Directors Meetings
• Indemnification and Insurance of Directors and Officers
• External Auditors

The Board of Directors

The Board's primary responsibility is to formulate the strategic direction of the company, oversee the financial and operational controls of the business and monitor appropriate risk management strategies and policies. The Board is also responsible for fostering the business culture, appointment and remuneration of senior executives, adoption of plans and policies, the approval of major transactions and review of the business risks. (These responsibilities are set out in greater detail in Section 2 "Board Charter" and Section 3 "Governance Framework".)

Ethical Conduct

The Board is committed to ensuring Geneva is managed in an ethical manner at all times. This includes, but is not limited to: Directors, senior executives and staff disclosing conflicts of interest, Disclosure of receipts of any gifts and/or entertainment, behaving fairly in all business dealings and employment contracts. (Section 4 sets out the Company’s "Code of Ethics")

Selection and Role of Chairman

The Chairman is selected by the Board from the non-executive directors. The Chairman's role is to manage the board effectively, provide leadership and facilitate the Board’s interaction with the Managing Director.

Board Membership

The Board currently consists of the (Non executive) Chairman David Smale, three non-executive Directors; Peter Francis, Robin King and Phillip Bell and one Executive Director David O’Connell.

Director Independence

Each of the directors has confirmed that they do not have any conflicts of interest in respect of their obligations as a director of Geneva Finance Limited. Should any conflict arise out of a particular transaction, the directors have undertaken that they will disclose such conflict of interest.

Directors' Fees

The Board makes recommendations to the shareholders regarding Directors' fees. The shareholders are responsible for approving the fees at the annual general meeting.

Nomination and Appointment of directors
The Board is responsible for identifying and recommending candidates.  Directors may also be nominated by shareholders under Listing Rule 3.2.2.

A director may be appointed by an ordinary resolution or the Board.  A person so appointed by the Board as a director shall retire from office at the next annual meeting of the company, but shall be eligible for re-election at that meeting.

One third of directors shall retire from office at the annual meeting of the company each year, but shall be eligible for reelection at that meeting.  The directors to retire shall be those who have been longest in office since they were last elected or deemed elected.

Directors Meetings

In the normal course of events the directors meet to review the financial results monthly, normally during the last week following the month end. The exception to this being December each year where Board meetings are not normally scheduled. In addition the Board will meet on an adhoc basis where it is considered necessary to discuss matters that need attention prior to a scheduled meeting.

Indemnification and Insurance of Directors and Officers

The Company has a policy of providing directors and senior officers' liability insurance. The current policy has two components:
(a) D&O cover in respect of the Capital Reconstruction Offer Document and the Interest Bearing Repayment Plan; and
(b) Standard policy of D&O Insurance as normally carried by listed companies in New Zealand. These policies are provided by QBE.

External Auditors

The Board makes recommendations to the shareholders concerning the appointment of the auditors. The shareholders are responsible for appointing the auditors at the annual general meeting. The Board is responsible for ensuring the independence of the auditors.