Corporate governance

We understand corporate governance

We understand the issues that directors are facing in a constantly evolving regulatory landscape and the principles that underpin the relationships between the board, management, shareholders, creditors, and other stakeholders. 

Our team includes members, chartered members of, and facilitators for, the New Zealand Institute of Directors.

We use our extensive national and international experience to establish the most effective solutions for corporate governance issues.

We advise:

• Boards
• Independent directors
• Conflicted directors
• Institutional shareholders
• Creditors and
• Other stakeholders.

Our team can support you on a wide range of complex governance and related matters including:

Duties and responsibilities

• Liability of directors and officers under the Companies Act, Financial Markets Conduct Act and other relevant legislation
• Director and officer fiduciary duties and responsibilities, particularly in mergers and acquisitions and other major transactions
• Conduct of meetings of directors and shareholders
• Composition and procedures of boards of directors and committees
• Shareholder and creditor rights and litigation
• Preparation and interpretation of constitutions, including reviewing constitutions for compliance with the listing rules of the New Zealand Exchange and the Australian Stock Exchange.

Compliance and reporting

• Statutory reporting requirements and production of annual reports
• Director certifications and disclosure requirements
• Impact of international developments brought about by the US Sarbanes-Oxley Act and governance issues for New Zealand companies operating or raising capital in the United States, United Kingdom and Australian markets
• Internal and governmental investigations.

Training and best practice, and reporting

• Training programmes for company directors and officers
• 'Best practices' for boards, committees, individual directors and officers.