Corporate governance

Corporate governance statement

Corporate governance is the system of rules and practices by which a company is controlled and conducted. Heartland's corporate governance frameworks have been approved by the Board of Directors of Heartland (the Board). This corporate governance statement outlines the role of the Board and each Board Committee, and sets out the Codes of Conduct with which all Heartland directors and employees are required to comply.

Heartland Group Holdings Limited's Constitution

About the Board

The Board is elected by Heartland's shareholders to direct and supervise the management of Heartland. The Board establishes Heartland's objectives, strategies and overall policy framework within which the business is conducted.

The day to day management of Heartland is delegated to the Chief Executive Officer. The Board monitors and reviews management's performance in carrying out this delegation.

The Board undertakes a regular review of its own, its committees' and individual Directors' performance. This is to ensure that it has the right composition and appropriate skills, qualifications, experience and background to effectively govern Heartland and monitor Heartland's performance in the interests of its shareholders.

Board Charter

Heartland Group

Greg Tomlinson

Jeff Greenslade

Kate Mitchell

John Harvey

Simon Beckett

Rob Bell

Heartland Bank (New Zealand)

Bruce Irvine

Jeff Greenslade

John Harvey

Kate Mitchell

Shelley Ruha

Simon Tyler

Heartland Bank (Australia)

Geoff Summerhayes

Shane Buggle

Lyn McGrath

Vivienne Yu

Leanne Lazarus

Jeff Greenslade

Bruce Irvine

Heartland Group refers to Heartland Group Holdings Limited, the listed parent company. Heartland Bank (New Zealand) refers to Heartland Bank Limited, and Heartland Bank (Australia) refers to Heartland Bank in Australia.

Board Committees

The Board has the following permanently constituted committees. Each committee assists the Board by working with management in its specific areas of responsibility and then reporting its findings and recommendations to the Board. Other ad hoc Board committees are established for specific purposes from time to time.

Board Audit & Risk Committee

The role of the Board Audit & Risk Committee is to advise and provide assurance to the Board in respect of:

  • the integrity of financial control, financial management and external financial reporting
  • the internal audit function
  • the independent audit process
  • the formulation of its risk appetite
  • material, emerging and strategic risks relevant to Heartland Group Holdings Limited and its subsidiaries having been appropriately identified, managed and reported to the Board

in order to enable the Board to discharge its responsibilities in relation to the oversight of those matters.

Board Audit and Risk Committee Charter

External Auditor Independence Policy

Corporate Governance, People, Remuneration and Nominations Committee

The role of the Corporate Governance, People, Remuneration and Nominations Committee includes advising and making recommendations to the Board regarding:

  • corporate governance matters
  • people strategy including organisation structure, performance, succession planning, development, culture, diversity and inclusion, remuneration strategy and policies, and any other strategic people initiatives
  • the remuneration of the directors, Chief Executive Officer and senior executives
  • the performance of the Chief Executive Officer including setting and review of annual KPIs
  • director and senior executive appointments, Board composition and succession planning.

Corporate Governance, People, Remuneration and Nominations Committee Charter

Code of Conduct

Heartland is committed to acting with integrity and requires Directors and staff to act based on the highest standards of ethical and professional conduct.

Heartland's Directors Code of Conduct

Code of Conduct NZ