Corporate governance

Auckland Airport’s board of directors is responsible for the corporate governance of the company. This is in line with internationally accepted best practice principles and standards and it is appropriate to the company’s business, taking into account its listing on the New Zealand (NZX) stock exchange and its Foreign Exempt Listing on the Australian (ASX) stock exchange.

The board has reviewed the company’s corporate governance practices, as a result of three key reports:

• The Financial Markets Authority handbook ‘Corporate Governance in New Zealand-Principles and Guidelines’ (‘FMA Handbook’);
• The NZX Corporate Governance Code 2019 (‘NZX Code’); and
• The ASX Corporate Governance Council ‘Principles of Good Corporate Governance and Best Practice Recommendations’ (‘ASX Principles’).

The company has implemented changes to existing corporate governance structures to comply with the above organisations’ requirements. Where the corporate governance principles of these organisations vary, the directors have adopted practices they consider to be the most appropriate.

The NZX Code sets out eight fundamental principles of good corporate governance, and Auckland Airport’s annual report “corporate governance” section is structured to reflect our compliance with these principles. Our objective is to maximise transparency of the company’s corporate governance practices for our shareholders and other stakeholders.

The following corporate governance documents satisfy the requirements of each of the three regulators and also reflect international best practice for Auckland Airport:

• Constitution of Auckland Airport
• Board Charter

Board committee charters

• Aeronautical Pricing Committee Charter
• Audit and Financial Risk Committee Charter
• Infrastructure Development Committee Charter
• Membership of the Board and Board Committees
• People, Capability and Iwi Committee Charter
• Safety, Sustainability and Operational Risk Committee Charter

Core corporate governance policies

• Audit Independence Policy
• Board Nominations Policy
• Director and Executive Remuneration Policy
• Disclosure and Communications Policy
• Diversity, Equity and Inclusion Policy
• Ethics and Code of Conduct
• Health, Safety and Wellbeing Policy Statement
• Insider Trading Policy
• Letter of appointment of non-executive director
• Modern Slavery Policy
• Risk Management Policy
• Sustainability Policy
• Tax Strategy Policy
• Whistleblower Policy

The Board of directors regularly review these documents.

Definitions of Skills Matrix Categories

The attached Skills Matrix document sets out the definitions of the categories included in the Directors Skills Matrix within the Annual Report.