Board Charter Purpose Mercury is a major New Zealand energy and telecommunications company. It is listed on the New Zealand (NZX) stock exchange and as an ASX Foreign Exempt listing on the Australian (ASX) stock exchange. This Charter has been established to reflect the Board’s commitment to the highest standards of governance and to ensure essential governance principles underpin Mercury’s business practices. This Charter sets out the role, responsibilities, composition, structure, and approach of the Mercury Board. The Board is legally responsible for the affairs and activities of Mercury. This Charter provides guidance for the effective oversight of Mercury by the Board on behalf of its shareholders, employees, and other material stakeholders. This Charter should be read with the Constitution. The Board has also adopted the following governance objectives: > > > > > > > > >
lay solid foundations for management and oversight; structure the Board to be effective and add value; act lawfully, ethically, and responsibly and promote ethical and responsible behaviour and decision-making; safeguard integrity in financial and non-financial reporting; make timely and balanced disclosure; respect the rights of shareholders and other stakeholders; recognise and manage risk; remunerate transparently, fairly, and responsibly; and promote a corporate culture which embraces belonging, inclusion and diversity.
Role and responsibilities of the Board The primary role of the Board is to create long term value for shareholders by providing strategic guidance for the Mercury Group, and effective oversight of management. The Board is accountable to shareholders for Mercury’s performance. In carrying out its responsibilities, the Board collectively, and each member of the Board individually, will act honestly, fairly, diligently and in accordance with applicable laws. The Board is responsible for the following: > > > > > > > > >
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establishing clear strategic goals with appropriate supporting business plans; that adequate resources are available to meet Mercury’s objectives; monitoring strategy implementation and performance; selecting and appointing the Chief Executive, determining conditions of employment, and monitoring performance against objectives; monitoring financial performance and the integrity of reporting; setting delegated authority levels for the Chief Executive and Executive Management Team to commit to new expenditure and enter into commitments on behalf of Mercury; approving expenditure and actions that exceed the limits delegated to the Chief Executive; overseeing the process for identifying significant risks facing Mercury; overseeing that effective audit, risk management, and compliance systems are in place and monitored to protect Mercury’s assets and to minimise the possibility of Mercury operating beyond legal or regulatory requirements or beyond acceptable risk parameters determined by the Board; approving Executive Management Team appointments, remuneration including performance remuneration and monitoring performance against objectives; satisfying itself that development and succession plans are in place for the Chief Executive and Executive Management Team to promote the right mix of skills, experience, knowledge, diversity, and perspective for the future;
Board Charter | Reviewed by Board of Directors | 3 April 2023 | Page 1 of 5