Code of Ethics

In accordance with the principles and guidelines established by the New Zealand Securities Commission, Ngāi Tahu Holdings Group has developed a number of governance procedures that included the adoption of a Code of Ethics for the Group.

The Code of Ethics was developed from the Virtue Ethics philosophical school. It establishes a system for identifying and addressing ethical issues, monitoring conduct within the workplace, and involves the Board and the Executive Management Team.

The Ngāi Tahu Holdings Corporation Board adopted the Code of Ethics in June 2004.

A code of ethics is important to the company from a business perspective, as it is one of the differentiators of successful businesses. The NZ Institute of Directors is the reference point for substantiating this detail.

As we have a 100-year perspective as a company, it is essential that any system is sufficiently flexible to adapt over time and meet the inevitable change in society, morality and ethics over such an extended period.

The overriding principle is that directors and officers should observe and foster high ethical standards.

Each individual is responsible for maintaining ethical standards consistent with this Code. All people judge ethics, but it is the Board’s role to establish standards of business ethics for the Group of Companies.

There is no formally constituted ethics subcommittee of the Ngāi Tahu Holdings Board. The Board is the final adjudicator of all ethical issues and ethical standards in respect of the Group’s activities. If a director is conflicted in any ethical issue, consensus of the remaining directors will determine the outcome. If the Chair of the Board is conflicted, then the Chair of the Audit and Risk Committee will officiate over the determination.

The Board can delegate the power to make ethical determinations to the Chief Executive and the Executive Management Team given that appropriate monitoring and reporting occurs.

In judging an ethical dilemma, the Board will approach the issue using the personal qualities, attributes or virtues listed below. These are personal qualities that dispose a good director or officer of the Group to act in the right way.

Individual Qualities

  • Probity (strong moral principles)
  • Courage
  • Honesty
  • Integrity
  • Aspires to achieve excellence

Decision Making Qualities

  • Objectivity and independence of mind
  • Good judgement
  • Prudence
  • Seeks the truth
  • Rational
  • Inquisitive, challenging and probing

Interpersonal Qualities

  • Respect for others or mutual respect
  • Consistently acts in the best interests of the company
  • Is reasonable

The straightforward test of an ethical dilemma under this Code of Ethics is:

Would a reasonable director, officer or employee of the Group, with the personal qualities or arrtirbutes listed above, agree with your decision?

The first consideration is to determine if an ethical dilemma exists that warrants further deliberation. The second consideration is then the ethical dilemma itself. The Virtue Ethics approach is used in determining the outcome of the dilemma.

With respect to ethical decisions, the circumstances, nature and timing of any ethical dilemma are unique. So each ethical dilemma is approached considering the unique circumstances at the time the ethical decision was made. Hence, this Code evolves and develops as each ethical issue arises. These are progressively documented and form part of the Code of Ethics for the Holdings Group. The Code is therefore a living document. This continual improvement fosters learning and promotes the requisite ethical standards in the wider Ngāi Tahu Holdings Group.

However, the core of the Code is formed by the Board determining their stance on the following fundamental business ethics issues:

  • Conflicts of Interest
  • Confidentiality
  • Company Assets Including Intellectual Property
  • Fair Dealings with Other Parties
  • Dealing with Gifts and Other Facilitation Payments

An Interests Register is maintained and regularly updated documenting areas of interest covering all Board members and executive management. The external auditors, Deloitte, are appointed according to legislative requirements, with additional internal audits completed by PricewaterhouseCoopers.