This Board Charter sets out the authority, responsibilities, membership and operation of the Board of Directors of Air New Zealand Limited ("the Company"). It is to be read in conjunction with the Company's constitution.
The Air New Zealand Board assesses each of its directors against specific criteria consistent with the NZX Listing Rule requirements to determine whether they are in a position to exercise independent judgement. For details, see the Board Charter document above.
An independent director is one whom the Board affirmatively determines has no material relationship with Air New Zealand (either directly or as a partner, a substantial security holder or officer of an organisation that has a relationship with the Company) that could reasonably influence their judgement and decision making as a director. Directors are required to notify the Board of all relevant information which may affect their independence.
A majority of directors of Air New Zealand's Board and Audit Committee are independent directors, including the Chairman.
The Board is responsible for filling vacancies on the Board that may occur between annual meetings. In considering potential directors to recommend to shareholders, the Board seeks to identify candidates with appropriate skills, knowledge and experience to contribute to effective direction of the Company, who can exercise an independent and informed judgement on matters which come to the Board and who are free of any business or other relationship that may interfere with the exercise of that individual judgement.
The Chairman and Deputy Chairman are selected by the full Board.