Corporate Governance in New Zealand

Principles and Guidelines

18 February 2004

Contents

Foreword
Terms
The Principles in Context

Developing the Principles
Applying the Principles
Implementation of the Principles by Issuers
The Guidelines
The Governance Environment
Auditor Oversight

How to Use This Document
How to Report Against the Principles

All Entities
Listed Issuers
A Note to Shareholders and Other Users of Annual Reports

Principles for Corporate Governance
Principles and Guidelines

Ethical Standards
Board Composition and Performance
Board Committees
Reporting and Disclosure
Remuneration
Risk Management
Auditors
Shareholder Relations
Stakeholder Interests

Appendix - Report on Findings from the Consultation Process