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The Four Pillars
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The Four Pillars
Contents
Foreword
Overview
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Overview
0.1 The Four Pillars of Governance Best Practice
0.2 What is corporate governance?
0.3 Corporate governance landscape in New Zealand
0.4 Directors in New Zealand
0.5 Forecasting the future board
The first pillar - Determining purpose
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The first pillar - Determining purpose
1.1 Purpose
1.2 Strategy
1.3 Sustainability and climate action
1.4 Mergers and acquisitions
1.5 Governance in SMEs
1.6 Family businesses
1.7 Not-for-profit boards
1.8 State sector governance
1.9 Māori-owned entities
1.10 Advisory boards
1.11 Co-operatives
The second pillar - An effective governance culture
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The second pillar - An effective governance culture
2.1 Board culture
2.2 Ethics and organisational culture
2.3 Board architecture – a charter for the board
2.4 Board composition and succession planning
2.5 Key competencies for non-executive directors
2.6 Due diligence
2.7 Induction
2.8 Director development
2.9 Board and director evaluation
2.10 Exiting the board
2.11 Planning the board's workload
2.12 Role of the chair
2.13 Conflict on the board
2.14 Crises and the board
2.15 Effective board meetings
2.16 Human capital
The third pillar - Holding to account
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The third pillar - Holding to account
3.1 Management accountability
3.2 Appointing and managing the CEO
3.3 Incentive schemes for management
3.4 Risk management
3.5 Internal audit
3.6 Technology and information governance
3.7 Health and safety governance
3.8 Human rights in business
3.9 Reporting to the board
3.10 Board papers
3.11 Employees holding external directorships
The fourth pillar - Effective compliance
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The fourth pillar - Effective compliance
4.1 Compliance
4.2 Directors' duties
4.3 The solvency test
4.4 Director shareholdings and insider trading
4.5 Conflicts of interest
4.6 External reporting
4.7 Company records and information
4.8 Committees of the board
4.9 Audit committees
4.10 Nomination committees
4.11 Remuneration committees
4.12 Director remuneration
4.13 Annual meetings
4.14 Insurance and indemnities
4.15 Claims process
4.16 The company secretary or corporate officer
4.17 Subsidiary company boards
Appendices
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Appendices
A1 IoD Code of Practice for Directors
A2 Sample board charter
A3 IoD Chartered Membership pathway
A4 Resources
A5 References
A6 Glossary
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Institute of Directors
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