Welcome to the Centre for Corporate Governance website for New Zealand. Here, you will find resources, information, and tools for boards of directors and others interested in governance.

The New Zealand Centre for Corporate Governance aims to promote dialogue in the critical area of corporate gover­nance among industry bodies, companies and their boards of directors, investors, professional services firms, academia, and government. The site is tailored for the governance concerns of New Zealand and includes a diverse collection of governance tools, resources and thought leadership from Deloitte and third party sources.

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Directors' alert: Greater oversight, deeper insight: Boardroom strategies in an era of disruptive change
The 2014 edition of the Directors’ Alert, focuses on many of the challenges — and the responses — boards of directors are taking to address them including innovation, productivity, strategy and taxation. More >

Audit Committee Brief: The role of the audit committee throughout the M&A life cycle
Governance bodies, including audit committees, are increasingly being asked to understand all aspects and stages of significant M&A deals, both to facilitate a specific transaction’s financial goals and to help the company better manage the risks associated with deal planning, analysis, and execution. More  >


Directors' Alert 2014
Greater oversight, deeper insight: Boardroom strategies in an era of disruptive change


The fifth edition of the Global Center for Corporate Governance’s Directors' Alert, an annual publication examining some of the top challenges likely to face companies and their boards of directors in 2014, focuses on governance topics such as innovation, technology, productivity, strategy, leadership, regulation, and diversity. Each article includes questions that board directors may ask to further explore these challenges with their own boards, as well as additional resources, and input from Deloitte subject matter experts across the globe.
Press release: Report assists boards to succeed in an era of disruptive change
In an environment of ongoing, tumultuous change, organisations and their boards of directors must respond quickly and adeptly if they are to effectively address all the disruptive changes that surround and affect them, according to a new report by Deloitte’s Global Centre for Corporate Governance.
Exploring Strategic Risk
Strategic risk management is a CEO and board-level priority. Two-thirds of surveyed executives indicated that their company’s CEO, board, or board risk committee has oversight when it comes to managing risk. The findings in this report are based on a global survey conducted in spring 2013 by Forbes Insights on behalf of Deloitte. It includes insights from more than 300 respondents from the Americas, Europe, the Middle East, Africa, and the Asia-Pacific region, nearly all of whom were C-level executives, board members, or specialized risk executives.
Risk Transformation in Financial Institutions
This POV article presents the business case for an integrated approach to risk management. It highlights four cornerstone issues that executives and boards should consider addressing in this new environment: 1) strategy, 2) governance and culture, 3) business and operating model and 4) data, analytics, and technology.
Cybersecurity...Continued in the boardroom
Not long ago, the term “cybersecurity” was not frequently heard or addressed in the boardroom. Cybersecurity was often referred to as an information technology risk, and management and oversight were the responsibility of the chief information or technology officer, not the board. With the rapid advancement of technology, cybersecurity has become an increasingly challenging risk that boards may need to address.
M&A - Are CFOs and boards aligned?
Effective merger and acquisition (M&A) decisions depend on strong collaboration and communication between the board and CFO, especially if both parties are focused on creating value by taking strategic risks.
Financial Reporting Survey Series Financial Reporting Survey Series

Decisions on policies and presentations in the financial statements are influenced by rules, recommendations, regulators and the reality of what is happening in practice. In order to understand how entities apply the financial reporting requirements in practice, we have commenced the Deloitte Financial Reporting Survey Series where we consider a series of questions regarding the financial reports of a sample of New Zealand entities.

Issue 9: Perspectives on annual reporting – Surveying annual reports 2012
This issue provides an overview of disclosures made in the 2012 annual reports of a sample of 100 listed and other large companies with publicly available information, focusing on management commentary, corporate governance disclosures and the financial statements. Consideration is also given to a smaller sample of 30 entities taking advantage of differential reporting concessions. (June 2013)

Issue 10: Underlying profit 2012
This issue considers the practice of providing alternative measures of profit in the 2012 annual reports of 100 listed and other large companies as a follow up to our 2011 survey (Issue 8), as well as an overview of current practice compared against the FMA’s guidance on this topic which became effective from 1 January 2013. (June 2013):

Women in the Boardroom: A Global Perspective

Recent legislative efforts and other initiatives have helped bring women’s representation in the boardroom to an all-time high. Despite this, nearly 90 percent of the world’s board seats still belong to men. This third edition of the Deloitte Global Center for Corporate Governance’s publication, Women in the boardroom: A global perspective highlights those initiatives, spanning 25 countries and six continents, aimed at balancing the scales in favor of a more diverse and inclusive boardroom.
Directors 2013

Directors’ Alert 2013: Lead or be led
In the post global financial crisis business environment, the boards that lead rather than being led will be the ones that have successfully adapted strategies to turn challenges into opportunities and leverage compliance requirements to their advantage, according to a new report by Deloitte’s Global Centre for Corporate Governance.  The report entitled Directors’ Alert 2013: Lead or be led, includes insights from governance specialists from Deloitte member firms around the globe who have applied local and international perspectives on top boardroom priorities within the context of today’s business environment.
Download >

 

Director 360: Degrees of Progress
Deloitte is proud to present the results of our global director survey: Director 360: Degrees of Progress, which provides our perspective on the views and concerns of directors serving on boards around the world. This analysis reflects in-depth interviews with 288 board directors at public and private companies across 19 countries, including 29 board directors from New Zealand. We solicited views from these non-executive directors on a variety of topical corporate governance matters from board composition, to regulation, to risk oversight, to directors’ role in strategy. We also asked for the top three issues on the board’s agenda over both the short and medium term. Download >

Navigating reporting

Navigating annual reporting: Financial reporting checklist for directors
For directors to be successful in meeting their financial reporting obligations they need the support of management and need to ask the right questions.

This publication includes questions across ten key areas for directors to ask management regarding the annual report. More >

 


Dig Deeper

Accounting Alert

Accounting Alerts keep you up to date with the latest developments in Financial Reporting. The alert is compiled by our National Technical Team who are continually monitoring changes to New Zealand financial reporting requirements and developments in International Financial Reporting Standards (IFRS), including exposure drafts and discussion papers issued by the IASB and the New Zealand External Reporting Board (XRB). More >


Model Annual Reports

The model annual reports have been designed by Deloitte to assist clients, partners and staff with the preparation of annual financial statements. The following model annual reports are available. More >

 
Sustainability reporting New resource on sustainability and integrated reporting Jun 26, 2012

A publication by Deloitte, the United Nations Environment Programme and the Centre for Corporate Governance in Africa at the University of Stellenbosch Business School serves to provide an international perspective on integrated reporting, by articulating the views of internationally pre-eminent role players on topical issues associated with integrated reporting and integrated reports. More >

 

  

Hot Topics

Directors to carry bigger load in the new health and safety regime
Chapman Tripp

The scale of the Pike River tragedy demanded a proportionate response, which is why the government sent in the heavy artillery - a Royal Commission and an Independent Taskforce on Workplace Health and Safety, both with assurances that their recommendations would be taken very seriously.

What Boards Can Do About Brain Drain
HBR Blog, December 2013 – focus of this article is NZ

Not only are individual companies and industries battling for talent, but countries are, too. In the global competition for top talent, emigration of highly skilled workers —brain drain — can result in an especially pernicious drag on the source nations’ talent pools. Many countries are susceptible to flights of talent and experience its deleterious effects.

We wanted to take a deeper look at this phenomenon, so we chose a country that has been experiencing substantial losses of highly skilled talent for many decades: New Zealand. In fact, the Organization for Economic Cooperation and Development (OECD) estimates that almost a quarter (24.2%) of all New Zealanders with university-level educations have emigrated. Among OECD nations, only Ireland has suffered as much brain drain.

 

Criminalisation of directors' duties – another go, another disappointment
Chapman Tripp

The Government’s latest attempt to fix the problems with the proposed new directors’ crimes in the Companies and Limited Partnerships Amendment Bill falls well short of target.

After the distress created by the finance company collapses, the Government is anxious to rebuild public confidence in New Zealand’s capital markets.  It sees the criminalisation of directors’ duties as a way of achieving this objective.

However the effect of extending criminal sanctions into what is effectively normal business decision-making is inevitably to undermine the central and stated purpose of the Companies Act - this being to “reaffirm the value of the company as a means of achieving economic and social benefits through … the taking of business risks”.

 

What Smart Boards Do When Investors Knock
HBR Blog, December 2013

Whether major investors on a board add or subtract value has become a contentious debate of the era, fueled by a sharp rise in activist campaigns.

 

MBIE and the IOD have released Good Governance Practices Guideline for Managing Health and Safety Risks
Chapman Tripp have provided a two page summary here

The do-or-die questions boards should ask about technology
McKinsey & Company
Board members should raise nine critical questions when discussing technology strategy with IT and business managers.

Step up and engage the board about information security
CIO
Your organisation will come under attack. It's not a matter of "if." It's a matter of "when." And security is no longer simply an operational concern. As technology has become the central component of nearly all business processes, security has become a business concern. As a result, information security should sit firmly on the boardroom agenda.

Two-strikes law calls for better board engagement
Lawyers Weekly - Australia
Shareholders are increasingly and unthinkingly voting 'no' on executive remuneration reports because they are not happy with general company performance, a governance forum has heard.
The first panel discussion at the Stakeholder Engagement Today - Corporate Governance Forum 2013, was comprised of a company secretary, general counsel, non-executive director and assistant company secretary...

Good Conflict Makes a Good Board
HBR Blog

The board’s role in cultivating a risk-intelligent culture
Cultivating a risk-intelligent culture is more than establishing a code of ethics and completing a risk assessment. Economic events have highlighted weaknesses in many organisations in the area of risk governance and management.

How boards are changing the HR game
To seize new opportunities for sustainable growth and manage heightened risks, boards of directors at high-performing organizations are pulling CHROs much deeper into business strategy – and far earlier in the process.

How To Talk To The Board About Security
Discussions about information security with the board of directors should highlight the most serious risks a business faces and the methods the organisation is employing to manage them.

Tapping the strategic potential of boards
Too many boards just review and approve strategy. Three questions can help them—and executives—begin to do better.

Using the Cloud to store business records: Are you compliant?
Simpson Grierson

Board decision-making – how informal is too informal?
Chapman Tripp

Board governance depends on where you sit
Common governance pitfalls and how to overcome them.

The Talent-Intelligent Board: The essential resource
This report offers boards of directors and senior executives a guide to key strategic issues affecting talent. The report will assist in defining the board's roles and responsibilities with regard to talent oversight and will provide ideas, as well as questions to pose to management.

Director 360 Survey: