Corporate Governance

This section of Public Trust’s website provides an overview of Public Trust’s corporate governance, practices and processes. Publication of this information is recommended by the Financial Markets Authority in their Principles and Guidelines on Corporate Governance (available here). So far as they are applicable to Public Trust, the Board has considered and included these principles in our governance arrangements.

The Board

Public Trust was established under the Public Trust Act 2001. Provisions relating to the Board’s governance, members and reporting are set out in the Public Trust Act 2001 and the Crown Entities Act 2004.

The Board is committed to the highest standards of ethical behaviour and accountability. It operates under a Charter, the purpose of which is to promote high standards of corporate governance and clarify the role and responsibilities of the Board.

A copy of the current Board Charter can be found here.

Composition of the Board

The Board of Public Trust must comprise at least five, but no more than nine, members. The structure of the Board is set out in the Crown Entities Act 2004. Board members are appointed and removed by the minister responsible for Public Trust (the Minister of Justice) and are independent from Public Trust management.

Role of the Board and Management

The Board has responsibility for the affairs and activities of Public Trust. The Board recognises the importance of focusing on governance of the business and value growth, rather than management of the business. The Chief Executive is charged with the day to day management of Public Trust, and provides the principal link between the Board and management, acting within authorities delegated by the Board.

Further information about the current Public Trust Board and Executive Team is available here.

Stakeholder relationships

Public Trust has a no surprises protocol between the Board and the Minister of Justice, and management and the Board. The Board provides the Minister of Justice with formal reports on a quarterly basis and on an ad hoc basis as matters of significance arise.

Board Committees

Committees have been created to increase the overall effectiveness and efficiency of the Board. The Board has three standing Committees that operate under delegated authority and Charters approved by the Board:

the Audit & Finance Committee (charter);
the Risk Assurance Committee (charter); and
the People, Culture & Change Committee (charter).

Committee members are appointed by the Board. The Chair, by right of office (ex officio), is a member of each Committee.

Audit & Finance Committee

The purpose of the Committee is to assist the Board with independent oversight of the financial reporting process. In fulfilling its purpose the Committee oversees and provides recommendations to the Board on Public Trust’s:

external audit activities including:
1. recommending the appointment of external auditors;
2. overseeing all aspects of Public Trust’s relationship with external auditors;
3. negotiating auditors’ fees;
4. ensuring there is a common understanding with the auditors about the scope and approach to the audit; and
5. providing feedback to the full Board regarding auditor independence and performance;
6. reviewing financial statements relating to Public Trust and the Public Trust Managed Funds, including promoting integrity and transparency in financial reporting;
7. identifying and making recommendations based on the external auditor’s opinions of Public Trust’s internal control framework;
8. monitoring the status of recommendations made by the external auditor;
identifying, making recommendations and implementing solutions for difficulties that arise during the course of external audits.financial matters including ensuring the Board is kept appropriately informed of Public Trust’s financial matters;
relevant financial policies;

Audit & Finance Committee charter and authorities delegated by the Board to the Committee.

Risk Assurance Committee

The purpose of the Committee is to assist the Board with independent oversight of the risk management framework, the internal control structure and the legal and ethical conduct of Public Trust, and ensuring that risks are identified and their potential impact assessed and managed. In fulfilling its purpose the Committee oversees and provides recommendations to the Board on Public Trust’s:

internal control framework;
enterprise risk framework including monitoring preventable risks [1] (including health and safety, retail services, corporate trustee services, and investment related risks) and insights on external and strategic risks for escalation to the Board;
internal audit activities including the annual internal audit plan, recommendations made by the internal auditor and the performance of the internal auditor;
compliance policies and processes including compliance with internal systems and controls, statutory and regulatory requirements, health and safety, and FMA requirements including licence obligations;
relevant non-financial risk management-related policies
corporate insurance arrangements;
corporate governance arrangements including general ethical and legal conduct, fraud and protected disclosures;
escalation of material issues relating to CTS supervised entities and correspondence to and from the FMA; and
oversee, on behalf of the Board, risk and compliance in respect of the investment of
1. the Common Fund and Public Trust Investment Service; and
2. the free working capital of Public Trust.
Risk Assurance Committee charter and authorities delegated by the Board to the Committee.

This Committee comprises all Board Members.

People, Culture & Change Committee

The purpose of the Committee is to assist the Board in fulfilling its corporate governance responsibilities relating to:

the employment conditions, remuneration and performance assessment of the Chief Executive;
the appointment of members of the Executive Team, their employment conditions, remuneration and performance assessment;
the organisational People & Culture strategy including the employee value proposition;
the overall organisational culture;
the wellbeing of people; and
the approach, implementation and impact of change across the organisation.

Purpose and Values

At Public Trust, we empower all New Zealanders to build and protect their legacies, this vision is backed by four core values that describe who we are and how we do things:

Make the tricky seem simple
Courage to make a difference
Better together
People at the heart

For Public Trust, these values are more than words. They help us shape the decisions we make, the interactions we have with others, and the attitude with which we work.

Ethical Standards

Public Trust expects its Board members and employees to act legally, ethically and with integrity in a manner consistent with Public Trust’s policies, vision and values. Public Trust’s Code of Conduct and Ethics Framework have been put in place to assist with achieving this expectation. The Code of Conduct and Ethics Framework outline our leadership, direction, behaviours, legislation, policies and employee commitments to maintaining an ethical workplace.

The Code of Conduct and Ethics Framework comprise a series of policy and principle based documents that apply to all Public Trust employees in carrying out their business, transactions and day to day decision making. Breaches of the Code of Conduct and Ethics Framework are taken seriously and dealt with in accordance with Public Trust’s standard disciplinary procedures.

A copy of the Code of Conduct and Ethics Framework and associated policies can be found here.

Annual Report

Public Trust’s Annual Report details our financial information and explains our operations and the scope of our business. Public Trust is required to publish our Annual Report. The most recent Annual Report can be found on the Financial Reports page.