ar11-lr-final

Corporate Governance – continued
• the audit firm may be permitted to provide non-audit services
that are not considered to be in conflict with the preservation
of the independence of the auditor subject to the approval of
the company’s Audit Committee; and
• the Audit Committee must approve significant permissible
non-audit work assignments that are awarded to an external
auditor, and the value of non-audit work must be reported at
every Board meeting.
Engagement of the External Auditor
The Warehouse’s external auditor is PricewaterhouseCoopers
(PwC). PwC was appointed by shareholders at the 2004 Annual
Meeting in accordance with the provisions of the Companies Act
1993 (Act). PwC is automatically reappointed as auditor under
Section 200 of the Act.
Attendance at the Annual Meeting
PwC, as auditor of the 2011 Financial Statements, has been
invited to attend this year’s annual meeting and will be available
to answer questions about the conduct of the audit, preparation
and content of the auditors’ report, accounting policies adopted
by The Warehouse and the independence of the auditor in
relation to the conduct of the audit.
Internal Audit
The company has an internal audit function, which is
independent of the company’s external auditors. The internal
audit function of the company is undertaken in conjunction with
Ernst & Young. The respective internal audit teams report to
and are directed by the Audit Committee.
Each year, the internal audit programme is approved by the
Audit Committee. The programme of audit work considers the
most significant areas of business risk in the company and
is developed following discussions with senior management,
review of the business process model of the company and
consideration of the findings of the annual strategic risk
assessment. The programme considers risks also in relation to
major projects that are planned or currently under way.
The role of internal audit is to:
• assess the design and operating effectiveness of controls
governing key operations, processes and business risks;
• provide the Board with an assessment, independent of
management, as to the adequacy of the company’s internal
operating and financial controls, systems and practices; and
• assist the Board in meeting its corporate governance and
regulatory responsibilities.
Store audits are conducted by the company’s internal auditors.
For the year ended 31 July 2011, 306 store audits were
conducted by the company’s internal auditor (2010: 296 audits).
Internal business processes are audited by Ernst & Young also.
Principle 8 – Shareholder Relations
The Board fosters constructive relationships with shareholders
that encourage them to engage with the company.
The company values its dialogue with institutional and
private investors and is committed to giving all shareholders
comprehensive, timely and equal access to information about
its activities.
The Board aims to ensure that shareholders are informed of
all information necessary to assess the Board’s performance.
They do so through a communication strategy which includes:
• periodic and continuous disclosure to NZX and ASX;
• information provided to analysts and media;
• half-yearly and Annual Reports;
• the annual shareholders’ meeting and any other meetings
called to obtain approval for Board actions as appropriate; and
• the company’s website.
In accordance with the New Zealand Companies Act and NZSX
Listing Rules, the company is no longer required to automatically
mail a hard copy of its half-yearly or Annual Reports to shareholders.
The Board has moved to electronic reporting. Even though
interim and Annual Reports are available electronically,
shareholders can request a hard copy of the report to be mailed
to them free of charge.
The notice of meeting is circulated at least 10 days before the
meeting and is also posted on the company’s website.
Shareholders are provided with notes on all the resolutions
proposed through the notice of meeting each year. Directors
and the company’s external auditor are available to answer
shareholder questions. The Board encourages full participation
of shareholders to ensure a high level of accountability and
identification with the company’s strategies and goals.
In addition, web-casting and teleconferencing facilities are
provided for market briefings to encourage participation from all
stakeholders, regardless of their location.
Principle 9 – Stakeholder Interests
The Board respects the interests of stakeholders within the context
of the company’s ownership type and its fundamental purpose.
The Warehouse aims to manage its business in a way that will
produce positive outcomes for all stakeholders including the
public, customers, Team Members, suppliers and shareholders.
We monitor progress in business sustainability as we seek to
actively improve the social and environmental characteristics of the
business. This is a goal to which The Warehouse is strategically
committed and which it incorporates in its day-to-day operations.
The Warehouse is listed on the FTSE4Good Index which
identifies companies that meet globally recognised corporate
responsibility standards.
Diversity
The Warehouse is committed to providing a work environment
where we recognise and value different skills, ability and
experiences and where people are treated fairly in order to
attract and retain talented people who will contribute to the
achievement of its corporate objectives.
We encourage a working environment in which individual
diversity is recognised and where equal employment
opportunities are offered to all potential and existing Team
Members on the basis of relevant merit.
During the year The Warehouse Equal Employment Opportunity
Policy was reviewed in line with recent guidelines in respect of
diversity issued by the ASX. The Board has adopted a Diversity
Policy for the Group. Executive teams will assist the Board in
establishing measurable objectives for achieving diversity.
The Board will assess annually both the measurable objectives
and progress towards achieving them and will ensure that the
appropriate disclosures are made in the Annual Report, in
addition to the diversity disclosures which been included for many
years in The Warehouse Community and Environment Report.
The Warehouse’s commitment to Communities and Environment
is further demonstrated on page 20.
Statutory Disclosures
Disclosures of Interests by Directors
General Disclosures
The following are particulars of general disclosures of interest given by the Directors of the company pursuant to section 140(2) of
the Companies Act 1993:
Robert Challinor
Director, Electronic Navigation Limited
Director, CDL Investments New Zealand Limited
Director, Enterprise Motor Group Limited and subsidiaries
Director, Challinor and Associates Limited
Director, Gwendoline Holdings Limited (non-trading)
JV Committee Member, Copthorne Bay of Islands Resort
Director, James Raymond Holdings Limited (non-trading)
Graham Evans
Director, Mighty River Power Limited
Chairman, Multichem Group Limited and associated companies Director, PGG Wrightson Limited
Trustee, Cornwall Park Trust Board
James Ogden
Director, MTA Group Investments Limited
Sir Stephen Tindall
and associated companies
Chairman, KEA New Zealand
Director, Ogden Consulting Limited
Director, Branches Station Limited
Director, Petone Investments Limited
Director, Byron Corporation Limited
Director, Seaworks Limited and associated companies
Director, Foundation Services Limited
Director, Summerset Group Holdings Limited
Director, Highland Resorts Limited
and associated companies
Director, K One W One Limited
Director, Upstart Capital Limited
Director, K One W One (No 2) Limited
Director, Vehicle Testing Group Limited
Director, Norwood Investments Limited
Council Member, Victoria University of Wellington
Director, Nurture Nature Limited
Independent Member, AMP Capital Property Portfolio Fund Director, Sustainable New Zealand Limited
(Governance Committee)
Member, New Zealand Institute
Chair, Audit Committee of the Ministry of Social Development
Chair, Value for Money Advisory Board of the
Ministry of Social Development
Member, Audit and Risk Committee of the Ministry of
Foreign Affairs and Trade
Member, Finance and Risk Committee of Crown Forestry
Rental Trust
Member, Nominating Committee for the Guardians of
New Zealand Superannuation
Janine Smith
Chairman, McLarens Young (New Zealand) Limited
and associated companies
Chairman, AsureQuality Limited
Director, Steel & Tube Holdings Limited
Principal, The Boardroom Practice Limited
Member, University of Auckland New Zealand Governance
Centre Advisory Board
Member, Massey University College of Business Advisory Board
Director of other privately owned companies
Keith Smith
Chairman, Goodman (NZ) Limited
Chairman, Healthcare Holdings Limited and subsidiaries
Chairman, Mobile Surgical Services Limited
Chairman, Tourism Holdings Limited
Member, New Zealand Business Council for
Sustainable Development
Trustee, The Tindall Foundation
Eduard (Ted) van Arkel*
Chairman, Health Benefits Limited
Chairman, Restaurant Brands NZ Limited
Chairman, UNITEC NZ Limited
Director, Abano Healthcare Group Limited
Director, Auckland Regional Chamber of
Commerce & Industry Limited
Director, AWF Group Limited
Director, Danske Mobler Limited
Director, Lang Properties Limited
Director, Nestlé NZ Limited
Director, Van Arkel & Co Limited
* Appointed 1 July 2011
Mark Callaghan †
Director, Callaghan & Associates
† Resigned 31 July 2011
Robert Tindall (Alternate Director) ‡
Trustee, The Tindall Foundation
‡ Appointed 1 July 2011
Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the constitution of the company, the company has provided
insurance for, and indemnities to, Directors and employees of the Group and its subsidiaries for losses from actions undertaken in
the course of their legitimate duties. The insurance includes indemnity costs and expenses incurred to defend an action that falls
outside the scope of the indemnity.
CORPORATE GOVERNANCE 84 STATUTORY DISCLOSURES 85