2018 Corporate Governance Statement

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2018 Corporate Governance Statement
1
2018 Corporate Governance Statement
2018
Corporate Governance Statement

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2018 Corporate Governance Statement
corporate
governance
The Board regularly reviews and assesses the Group’s
governance structures to ensure they are consistent,
both in form and in substance, with best practice.
The Board considers that EBOS Group is substantially in
compliance with the NZX Corporate Governance Code
2017 (NZX Code). Following the introduction of the NZX
Code, the Board undertook a thorough review of the
Group’s corporate governance policies and codes in the
2018 financial year and updated those documents where
appropriate. Accordingly, in some cases, EBOS Group has
not complied with the NZX Code for the full financial year
(this is outlined below).
The Company supports the ASX Corporate Governance
Council’s Corporate Governance Principles and
Recommendations (ASX Principles) and acknowledges
that it does not meet all of ASX’s recommendations.
Where the Company does not meet the ASX Principles,
these have been outlined below.
Further information on the Company’s corporate
governance policies and practices can be found in the
Company’s Corporate Governance Code (‘Corporate
Governance Code’), the full content of which can be
found on the Company’s website at https://ebosgroup.
gcs-web.com/corporate-governance. The Corporate
Governance Code includes the Charters of the Board and
its committees, and the policies (or a summary of them)
referred to in this Corporate Governance Statement.
This Corporate Governance Statement was approved by
the Board of EBOS Group Limited and is current as at
22 August 2018.
PRINCIPLE 1 – CODE OF ETHICAL BEHAVOUR
In May 2018, the Board approved a revised Code of Ethics
which is a framework of standards by which the directors,
employees and contractors of EBOS and its related
companies (EBOS people) are expected to conduct their
professional lives. It covers expectations in relation to the
conduct of EBOS people, particularly in relation to acting
honestly, with integrity, in the best interests of the Group, its
shareholders and stakeholders and in accordance with law.
The Code also addresses anti-bribery and corruption and
whistleblower protection matters. In support of this, the
Board has adopted an Anti-Bribery and Corruption Policy
and a Whistleblower Protection Policy.
The Code of Ethics is set out as Appendix A to the
Corporate Governance Code. The Whistleblower
Protection Policy and a summary of the Anti-Bribery and
Corruption Policy are set out as Appendices H and I to the
Corporate Governance Code.
SHARE TRADING BY DIRECTORS AND OFFICERS
The Company has a formal policy and procedures that
directors and employees must follow when trading EBOS
shares. The Share Trading Policy is set out as Appendix D
to the Corporate Governance Code.
PRINCIPLE 2 – BOARD COMPOSITION AND
PERFORMANCE
ROLE OF THE BOARD AND MANAGEMENT
The Board is responsible for the supervision of the
business and affairs of the Company and the monitoring
of the performance of the Company on behalf of
shareholders. The Board also places emphasis on
regulatory compliance.
The Board is responsible for directing the Company and
enhancing its value for shareholders. It has adopted a
formal Corporate Governance Code that details the
Board’s role, responsibilities, membership and operation.
Responsibility for the day-to-day management of the
Company has been delegated to the Chief Executive
Officer (CEO) and his management team.
A key responsibility of the Board is its oversight of
senior management and, in this regard, all Company
executives are subject to annual performance review
and goal planning. In addition, the Board monitors the
performance of the CEO against the Board’s requirements
and expectations. In the 12 month period ended 30 June
2018, a review of each member of the Company’s senior
management was completed and this was discussed with
the executive concerned as part of the annual review
process for that executive.
STRUCTURE OF THE BOARD
The Board is structured to bring to its deliberations a range
of experience relevant to the Company’s operations.
ExpertiseExperience
Strategy
Commercial acumen
Financial knowledge and
experience
Risk management
Corporate governance
International trade
Industry
• Healthcare
• Marketing
• Logistics
• Technology
• Government
Geographic regions
• Oceania
• South-East Asia

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2018 Corporate Governance Statement
Page 21 of the 2018 Annual Report sets out the
qualifications, expertise, experience and length of service
of each director in office as at the date of this report.
The Board is elected by the shareholders of EBOS Group
Limited. At each annual meeting at least one-third of the
directors retire by rotation.
The Board currently comprises five directors. All of the
directors are non-executive directors. Mark Waller,
Elizabeth Coutts and Sarah Ottrey have been determined
as Independent Directors as that term is defined in the
NZX Listing Rules. Elizabeth Coutts and Sarah Ottrey are
considered to be independent as that term is defined in
the ASX Principles. Mark Waller does not satisfy every
ASX Corporate Governance Council recommendation as
to the factors relevant to assessing the independence
of a director, but the Board members unanimously
believe that he acts independently as a director and as
Chairman, based on the experiences of those of them
who have worked with him, and in particular having
regard to the high degree of professionalism he has at all
times displayed as an EBOS director and as Chairman.
In addition, the Board notes that Mark Waller has no
affiliation with any major shareholder of the Company
and did not have any such affiliation during his tenure as
the EBOS Managing Director/Chief Executive Officer.
The Board believes that its current structure is
appropriate. The involvement of Peter Williams and
Stuart McGregor reflects the confidence of Sybos
Holdings Pty Limited as a 40% shareholder in the
Company. A further enlargement of the Board for the
sole purpose of complying with the ASX Principles is not
justified at this time given the calibre of the current Board.
A statement as to which of EBOS’ directors are
Independent Directors (as that term is defined in the
NZX Listing Rules) is set out in the 2018 Annual Report.
As set out in the Corporate Governance Code, the
Chairperson and CEO are and should be different people.
As a New Zealand listed entity, the Company does not
have a company secretary. The General Counsel provides
company secretarial services. The General Counsel is
accountable to the Board through the Chairman.
The Company’s Corporate Governance Code provides
for directors of the Company to obtain independent
professional advice at the expense of the Company
subject to obtaining the prior approval of the Audit and
Risk Committee.
PROCEDURE FOR NOMINATION AND APPOINTMENT TO
THE BOARD
The Company’s policy in relation to the nomination
and appointment of directors is set out in its Corporate
Governance Code. The Company’s policy is to undertake
appropriate checks before putting forward a person
to shareholders for election or appointing a person to
fulfil a casual vacancy. Where the Company determines
that a person is an appropriate candidate, shareholders
are notified of that and are provided with all material
information in the Company’s possession that is relevant
to their decision on whether or not to elect or re-elect a
director through a number of channels, including through
the Notice of Meeting and other information contained in
the Annual Report and on the Company’s website.
AGREEMENTS WITH DIRECTORS AND SENIOR MANAGEMENT
Upon appointment, each director (and senior executive)
receives a letter of appointment that sets out the
formal terms of their appointment, along with a deed of
indemnity, insurance and access.
INFORMATION ABOUT THE DIRECTORS
Information about the directors, their independence and
ownership interests in the Group can be found in the 2018
Annual Report at pages 21, 78 and 81.
A table at page 81 of the 2018 Annual Report shows
attendance at the Board and committee meetings during
the year ended 30 June 2018.
DIVERSITY
In July 2017, the Board adopted a Diversity Policy, which is
set out as Appendix F of the Corporate Governance Code.
Under the policy, the Board is responsible for setting
measurable objectives for achieving diversity. The Board
adopted the following objectives for the 2017/18 year:
• aim to increase the proportion of women on the Board
as vacancies arise, having regard to the circumstances
(including skill requirements) relating to the vacancies;
• aim to increase the proportion of women in executive
and senior management roles as vacancies arise,
having regard to the circumstances (including skill
requirements) relating to the vacancies;
• continue to ensure that the remuneration of females
in salaried roles is objectively reviewed against the
remuneration of males in comparable roles in order to
eliminate inequity based on gender (with such review
taking into account relevant experience, qualifications
and performance); and
• continue to promote family friendly and flexible work
place practices including but not limited to parental
leave, flexible return to work arrangements, flexible work
arrangements and employee assistance programs.
The Board’s evaluation of the Group’s performance with
respect to the Diversity Policy is set out in the Annual Report.
A quantitative breakdown of the Group’s gender
representation is also provided in the Annual Report.
TRAINING
Directors attend formal induction sessions where
they are briefed on the Company’s vision and values,
strategy, financial performance, and governance and risk
management frameworks. Directors are also provided
with ongoing professional development and training
opportunities and programs to enable them to develop
and maintain the skills and knowledge needed to perform
their role effectively.
EVALUATING THE BOARD’S PERFORMANCE
The Corporate Governance Code sets out a process for
evaluating the performance of the Board, its committees
and individual directors. This process occurred during the
year and was led by the Chairman.

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2018 Corporate Governance Statement
PRINCIPLE 3 – BOARD COMMITTEES
Specific responsibilities can be delegated to the Audit
and Risk Committee and the Remuneration Committee.
Each of these committees has a charter setting out the
committee’s objectives, procedures, composition and
responsibilities. Copies of these charters are available on
the Company’s website and form part of the Corporate
Governance Code.
Under the Corporate Governance Code, the Board may
constitute an ad hoc Committee to deal with a particular issue
facing it which requires specialist knowledge and experience.
During the year ended 30 June 2018, the Board
determined, having regard to the current composition of
the Board, that a Nomination Committee was no longer
required. The Board undertakes the functions previously
delegated to that committee.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee provides the Board with
assistance in fulfilling its responsibilities to shareholders,
the investment community and others for overseeing
the Company’s financial statements, financial reporting
processes, internal accounting systems, financial controls,
annual external financial audit and EBOS’ relationship
with its external auditor. In addition, the Audit and Risk
Committee is responsible for the establishment of policies
and procedures relating to risk oversight, identification,
management and control.
The current members of the Audit and Risk Committee
are Elizabeth Coutts (Chairman), Mark Waller and Stuart
McGregor. Further information about the relevant
qualifications and experience of the members of the
committee is set out on page 21 of the 2018 Annual Report.
The majority of the members are not independent for the
purposes of the ASX Principles, but the Board consider
them appropriate based on their individual skills.
The Audit and Risk Committee Charter which outlines
the Committee’s authority, duties, responsibilities and
relationship with the Board is set out as Appendix B to
the Corporate Governance Code. Information on the
procedures for the selection and appointment of the
external auditor, and for the rotation of external audit
engagement partners, is set out in section 10 of the
Corporate Governance Code.
There were 3 Audit and Risk Committee Meetings held
during the year which were attended by all then-current
members of the committee.
Employees only attend meetings of the Committee at the
invitation of the Committee.
REMUNERATION COMMITTEE
The Remuneration Committee provides the Board with
assistance in establishing relevant remuneration policies
and practices for directors, executives and employees
including ensuring appropriate background checks are
undertaken. The current members of the Remuneration
Committee are Mark Waller (Chairman), Elizabeth Coutts
and Sarah Ottrey.
The Remuneration Committee’s Charter which outlines
the Committee’s authority, duties, responsibility and
relationship with the Board is set out as Appendix C to the
Corporate Governance Code.
There were 3 Remuneration Committee meetings held
during the year which were attended by all then-current
members of the committee.
The CEO has a standing invitation to attend the
Remuneration Committee however, it is open to the
Committee to meet without the CEO or any other
management being present.
TAKEOVER OFFER PROTOCOL
In May 2018, the Board established a procedure to
be followed in the event that there is a takeover offer
received. A copy of the procedure is attached as
Appendix J to the Corporate Governance Code.
PRINCIPLE 4: REPORTING AND DISCLOSURE
CONTINUOUS DISCLOSURE POLICY
The Company has a Continuous Disclosure Policy that
is designed to ensure compliance with the NZX Listing
Rule and ASX Listing Rule disclosure requirements and
to ensure accountability at a senior executive level for
that compliance. The General Counsel is responsible for
the Company’s compliance with statutory and NZX and
ASX continuous disclosure requirements and the Board is
advised of, and considers, continuous disclosure issues at
each Board meeting.
The Group’s Continuous Disclosure Policy is set out as
Appendix E to the Corporate Governance Code.
FINANCIAL AND NON-FINANCIAL REPORTING
For the annual and half-year accounts released publicly,
the Board has received assurances from the Chief
Executive Officer and the Chief Financial Officer that, in
their opinion, the financial records of the Company and
the consolidated group have been properly maintained;
the financial statements and notes required by
accounting standards for external reporting give a true
and fair view of the financial position and performance
of the Company and the consolidated group, and comply
with the accounting standards and any further legislative
requirements and the representations are based on a
sound system of risk management and internal control
and the system is operating effectively in all material
respects in relation to financial reporting risks.
Deloitte acts as the Company’s external auditor, attends
the Company’s Annual Meeting and is available to answer
questions from shareholders relevant to the audit.
In relation to material exposure to key risks, set out below
are the key risks, together with the Group’s approach to
managing those risks.

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2018 Corporate Governance Statement
RiskRisk management
Competition risk
EBOS Group operates in a competitive environment and,
as such, may experience increased competition that
could adversely affect EBOS Group’s sales, operating
margins and market share.
The risk of increased competition in the markets that
EBOS operates in is ever present and to a large extent
outside the control of management. The Group has a
continued focus on its operating performance to ensure
that it continues to service the needs of its customers
whilst at the same time delivering acceptable returns to
shareholders.
Reliance on key suppliers
A material proportion of EBOS Group’s inbound supplies
is derived from key suppliers in several of its markets.
If any key suppliers ceased supplying to EBOS Group or
materially reduced the amount of these supplies, this
could result in a material negative impact on the financial
performance of EBOS Group.
There is the possibility of competition for supply of
wholesale services with suppliers choosing to bypass
the existing wholesale network. The Group is focused on
maintaining its critical supplier relationships by active
engagement programs.
Price regulatory risk
The commercial success of EBOS is partly dependent on
the achievement of acceptable pricing and margins for
the goods and services it provides. EBOS Group operates
in a number of highly regulated industry segments,
relating to the distribution and supply of pharmaceutical
and medical products and as such, EBOS Group is
continually exposed to the risk of new government
policies, regulations and legislation that may impact on
both the pricing of products and its resulting profitability.
The pharmaceutical distribution industry is subject
to significant regulation and government reform.
The Australian government’s reforms to the
Pharmaceutical Benefits Scheme (PBS) over many years
has had and continues to have the effect of lowering
the prices paid for medicines, thereby lowering the
distribution margin earned by the Group. The Group has
no control over these price adjustments and to date has
offset the impact of lower distribution margin by reducing
operating costs and customer discounts. As the regulated
adjustment to medicine prices continues, the Group is
focused on adjusting its business model that best meets
its objectives, however there is no guarantee that it will
always be in a position to offset the lost margin from
these reforms.
Industry regulatory risk
The financial performance of EBOS may be materially
affected by changes in government regulations with
respect to the pharmacy industry in Australia and New
Zealand, including the Community Service Obligation
(CSO) funding in Australia. Any material adverse change
in the CSO arrangements could have a material negative
impact on the financial performance of EBOS Group.
These changes could include: changes to the basis of the
CSO funding (including a reduction in the overall CSO
funding pool or the way in which payments to eligible
wholesalers are calculated), changes to the performance
criteria, or the termination or expiry of Symbion’s CSO
deed. In addition, Symbion could fail to achieve the
performance criteria resulting in restricted or no access
to the CSO funding pool.
Symbion Pty Ltd, a wholly owned subsidiary of EBOS
Group, is a signatory to the CSO deed which governs
the arrangements under which the Group distributes
medicines around Australia in return for access to
a pool of funding that subsidises the distribution of
pharmaceuticals to rural and remote parts of Australia.
Failure to meet the obligations under this deed or other
state-based legislation, may result in restricted or no
access to the CSO pool of funding, fines or loss of licence
to distribute pharmaceuticals. The Group reports and
reviews its compliance with regulations to ensure all
obligations are met. The Group’s operations are also
subject to separate external audit by the CSO Agency.
If at any point in the future the government decided to
reduce the amount of funding provided under the CSO
deed then the Group may need to reconsider its business
model and determine whether being a signatory to the
CSO continues to be commercially viable.

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2018 Corporate Governance Statement
RiskRisk management
Risk of change to industry structure
Future potential changes to the structure of the
pharmaceutical industry in Australia or New Zealand may
have a material impact on EBOS Group’s margins and
financial performance.
Retail pharmacy in Australia and New Zealand is subject
to significant government regulation. This regulation
governs the rules on both pharmacy ownership and
location rules. If the government were to change either
the ownership or location rules then this could have
a significant impact on the Group’s operations and
financial position. The Group has no control over the
government’s approach to regulation of these matters
but does actively engage with government on the
benefits of the current model.
Currency risk
EBOS Group’s operations are primarily in New Zealand
and Australia. Foreign exchange risk arises when future
commercial transactions and recognised assets and
liabilities are denominated in a currency that is not the
primary currency for the Group’s operations. The Group
makes purchases in foreign currencies such as the US
dollar and the Euro and is therefore exposed to foreign
exchange risk arising from movements in exchange rates.
EBOS Group’s presentation currency is New Zealand
dollars. EBOS Group is exposed to currency translation
risk on conversion of earnings in Australian dollars to New
Zealand dollars. This has the impact of either increasing
or decreasing the expected reported earnings of EBOS
Group – noting that with the greater the movement in the
NZD:AUD exchange rate in any one period, the greater
the volatility in the Group’s reported earnings.
To manage the currency risk in respect of both revenue
and expenses, EBOS Group may hedge a percentage of
its net foreign currency exposures using forward foreign
exchange contracts and/or foreign exchange options
to reduce the variability from changes in EBOS Group’s
net operating income and cash flows to acceptable
parameters. Such hedging does not, however, guarantee
a more favourable outcome than that achieved by not
hedging.
The Group does not hedge the translation risk that arises
upon conversion of its overseas based operations into
New Zealand dollars.
In order to reduce the volatility of the Group’s reported
results, the Group has changed its presentation currency
to Australian dollars with effect from 1 July 2018.
Impairment risk
EBOS Group carries significant goodwill and intangible
assets on its balance sheet. Accounting policies require
that these assets be regularly tested for impairment
and that the underlying assumptions supporting their
carrying value be confirmed. There is a risk that the
carrying balances for goodwill and/or intangibles may
become impaired in the future which would have an
adverse effect on EBOS Group’s financial position.
Whether the Group experiences a write down in the
carrying value of its intangibles will largely depend on
the operating performance of the business with which
those intangibles are associated. The Group conducts an
annual test for impairment on the value of all goodwill and
indefinite life intangible assets, including the underlying
assumptions using a discounted cash flow analysis.
Cyber risk
EBOS Group operates a number of information
technology systems. These systems may be subject to
internal or external security breaches. A security breach
could result in significant business disruption and cost,
misappropriation of funds, loss of intellectual property
and disclosure of sensitive business information or
personal data.
Other consequences as a result of a security breach
could include legal or regulatory liability, loss of business
and reputational damage.
The Group has in place a number of measures to manage
cyber risk including:
• policies, procedures and practices regarding the use of
company information and IT security;
• a data breach response plan to respond to, and mitigate
the effects of, any instances of sensitive data breaches
should they occur; and
• periodic testing of user access and general system
penetration testing.
Notwithstanding the Group’s efforts to manage this risk
as outlined above, there is no guarantee that the Group
will not suffer loss or damage if a security breach occurs.

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2018 Corporate Governance Statement
PRINCIPLE 5 – REMUNERATION
DIRECTOR AND CEO REMUNERATION
The remuneration of directors for the financial year ended
30 June 2018 is set out on page 81, and for the CEO is set
out on pages 78 and 79, of the 2018 Annual Report.
Should shareholder approval of director remuneration be
required, the Group is committed to recommending the
director remuneration in a transparent manner.
REMUNERATION POLICY
It is recognised that in order to support the business and
its strategy, the Group must attract and retain people of a
high calibre. Accordingly, in May 2018, the Board approved
a Remuneration Policy which codified the Group’s existing
remuneration practices in respect of directors, the CEO
and certain senior management.
The Group’s Remuneration Policy is set out as Appendix G
to the Corporate Governance Code.
In relation to the Group’s senior executives, they are
appointed by the CEO and their key performance
indicators contain specific financial and other objectives.
These KPIs are reviewed annually by the CEO and noted
by the Remuneration Committee. The performance of the
EBOS Group senior executives against these objectives is
evaluated annually.
In accordance with the Group’s Remuneration Policy the
relative weightings of the remuneration of the CEO and
his direct reports in the 2018 financial year is as follows:
Chief Executive Officer53% fixed remuneration
34% short term incentive
13% long term incentive
CEO Direct Report -
LTI participation
64% fixed remuneration
30% short term incentive
6% long term incentive
CEO Direct Report -
no LTI participation
75% fixed remuneration
25% short term incentive
LTI SCHEME
EBOS operates a long term incentive share plan for senior
executives. Under the rules for the plan, a participating
executive must not enter into an arrangement with
anyone, including a derivative or hedging arrangement,
if the arrangement would have the effect of limiting the
exposure of the participant to risk relating to unvested
shares.
PRINCIPLE 6 – RISK MANAGEMENT
EBOS Group defines risk management as the
identification, assessment and treatment of risks that
have the potential to materially impact the Group’s
operations, people, and reputation, the environment and
communities in which the Group works, and the financial
prospects of the Group.
EBOS Group’s risk management framework is tailored to
its business, embedded largely within existing processes
and aligned to the Company’s objectives, both short and
longer term. Given the diversity of the Group’s operations,
a wide range of risk factors have the potential to affect
the achievement of business objectives.
The Company has established the Audit and Risk
Committee whose purpose is to, among other things,
assist the Board in discharging its responsibility to
exercise due care, diligence and skill in relation to
identifying and monitoring material business risks. The
functions of the Audit and Risk Committee are described
in the Audit and Risk Committee Charter which is set out
as Appendix B to the Corporate Governance Code.
The members of the Audit and Risk Committee and their
independence is noted on page 21 of the 2018 Annual
Report and the number of times they met is noted on
page 81 of the 2018 Annual Report.
The management team reports to the Board and/or the
Audit and Risk Committee on whether the Company’s
material business risks are being managed effectively.
The Audit and Risk Committee is required to review the
Company’s risk management framework annually to
satisfy itself that it continues to be sound, with the last
such review undertaken in August 2018.
HEALTH AND SAFETY RISK MANAGEMENT
EBOS Group aims to provide workplaces that are safe and
healthy. It seeks to achieve this aim by:
• Implementing a workplace health and safety
management system.
EBOS Group has implemented a management system
comprising key policies and procedures to manage
health and safety risks. The system is periodically
reviewed to ensure continual improvement.
• Identifying and managing its workplace health and
safety risks.
The Group has implemented a systematic approach to
the identification, assessment and control of hazards
in the workplace. This approach typically includes
workplace inspection, risk assessment and training.
Individual risk management programs have been
implemented for our critical risks, being working at
height and traffic management.
• Reporting incidents, injuries and near misses.
The Group has an online incident reporting system
which assists with the timely reporting and follow up of
incidents, injuries and near misses across all workplaces.
• Provision of information, instruction and training.
Appropriate training on health and safety requirements
is provided to the Board, management and site
personnel.
• Reporting on safety measures and activities.
Workplace health and safety personnel provide the
Board and senior management with regular reports on
the Group’s health and safety performance, including
lost time injury frequency rates (LTIFR), total recordable
injury frequency rates (TRIFR), incidents, training and key
activities coordinated by the health and safety team.

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2018 Corporate Governance Statement
PRINCIPLE 7 – AUDITORS
The EBOS Group external auditor, Deloitte, was
reappointed on 27 October 2015. Deloitte is invited to all
Audit and Risk Committee meetings and all Audit and Risk
Committee papers are made available to Deloitte.
The Audit and Risk Committee Charter sets out the
framework for EBOS Group’s relationship with its
external auditor.
Deloitte attends the Company’s Annual Meeting and
a representative is available to answer questions from
shareholders relevant to that audit at, or ahead of, the
Annual Meeting.
The Company does not have an internal audit function
other than the oversight undertaken by the Audit and Risk
Committee. However, the Company has appointed KPMG
to act as the Company’s internal auditor by reviewing
specific areas of the business each year under a program
approved by the Audit and Risk Committee to provide the
Company with an independent and objective evaluation
of the Company’s management of risk.
PRINCIPLE 8 – SHAREHOLDER RIGHTS AND
RELATIONS
Respecting the rights of shareholders is of fundamental
importance to the Company and a key element of this
is how the Company communicates to its shareholders.
To this end, the Company recognises that shareholders
must receive relevant information in a timely manner in
order to properly and effectively exercise their rights as
shareholders.
Information is communicated to shareholders in the
Annual Report and the Interim Report. Investors are
provided with information on the Company from its
website. The website contains recent NZX and ASX
announcements and reports. Shareholders are also given
the option to receive communications from, and send
communications to, the Company and its security registry
electronically.
The Company has an investor relations program, which
aims to provide information that will allow existing
shareholders, potential shareholders and financial
analysts to make informed decisions about the Company.
This program is governed by a set of shareholder
participation principles that are designed to promote
effective communication with shareholders and
encourage shareholder participation at general meetings.
These principles are set out in section 12 of the Corporate
Governance Code.
The Board encourages full participation of shareholders
at the Company meetings to ensure a high level of
accountability and identification with the Group’s
strategies and goals, including encouraging shareholders
to attend meetings, giving advanced notice of the dates
of all scheduled meetings, inviting shareholders to submit
questions in advance and allowing time at meetings
for shareholders to speak on any resolutions and ask
questions of the Board. The notice of meeting for any
annual meeting is despatched at least 28 days prior to
the meeting.
The Board acknowledges NZX Code Recommendation
8.4 which states that shareholders should have one vote
per share of the company and the commentary that
votes should be conducted by poll. The Group’s practice
has been to allow for voting by way of a show of hands
however it has in place processes to call a poll should the
Chairman be of the view that a vote on a show of hands
does not reflect the proxy votes submitted prior to the
meeting.
ANNUAL MEETING
The Annual Meeting of Shareholders will be held at
Addington Raceway Events Centre, 75 Jack Hinton Drive,
Addington, Christchurch, New Zealand, on Tuesday,
16 October 2018.

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2018 Corporate Governance Statement
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