Candidate Information and Election Guide - 2020 Board Elections - New Zealand ...
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2020 Board Elections Candidate Information and Election Guide
Contents
Introduction 3
Nomination Process 4
Campaigning Guidelines 6
Voting Process 7
New Zealand Winegrowers Rules 9
Directors: duties and expectations 10
ANNEX 1: New Zealand Winegrowers Inc Charter 12
2 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
Photo: Carrick Wines.
Introduction
This booklet outlines information for prospective candidates in the 2020 New Zealand Winegrowers Incorporated
(New Zealand Winegrowers) election of Board members. It explains how candidates can be nominated, how the
election will be conducted, how the voting processes will work, and the expectations and responsibilities of Board
members.
If you have any questions about the election that are not answered by this booklet, please call the Election
Helpline on 0800 666 042.
New Zealand Winegrowers Incorporated Board Election 2020
New Zealand Winegrowers is now
seeking nominations for the election Key Election Dates
of five of the ten elected Directors on
the New Zealand Winegrowers Board Nominations open Monday 13 July 2020
– the Member Class Directors.
Once elected, all five Directors will Nominations close Noon, Friday 14 August 2020
hold office for a term of four years,
and have equal standing on the Board Voting opens Monday 14 September 2020
with the existing five Levy Class
Directors and any additional Board Voting closes Noon, Friday 25 September 2020
Appointed Director (of which there
are currently two).
Results announced Friday 25 September 2020
The election is being conducted by
online and postal voting with the First Board meeting Thursday, 8 October 2020
election period being Monday 14
September – Friday 25 September
2020.
Nomination of Candidates for Election
Who may stand as a candidate? above) to be a candidate. You may Who counts as a “Member”?
not nominate yourself – ie, the
To be nominated as a candidate, the For the purposes of this election,
nominated candidate must not be
candidate must be: to be considered as a “Member” of
the nominating Member, or its own
New Zealand Winegrowers under the
• a Member, or Member Representative.
New Zealand Winegrowers Rules, the
• where the Member is not a natural How to nominate a candidate: Member must have been levied grape
person (eg a company), the levy or wine levy due to New Zealand
For the first time this year, candidates
natural person who is appointed Winegrowers at some time since 1
will be able to choose between
by any Member to exercise May 2018 and must have paid that
completing an on-line nomination
its voting rights (a Member levy by 31 August 2020.
form or printing, completing, and
Representative).
returning via email the PDF version of The Returning Officer will verify that
In addition, a candidate must not be: the nomination form. all nominators and candidates meet
the eligibility criteria above. If one
• disqualified under the Companies The nomination form must be signed
or both of the nominator/candidate
Act 1993 from being a director of by both the Member making the
pairing on a nomination form do
a company established under that nomination and the candidate. A
not meet the eligibility criteria, that
Act; or nomination is not valid unless both
candidate will be ineligible, and will
have signed.
• currently declared bankrupt. not be accepted as a candidate.
Nominations not received by the
All potential candidates are advised How can I change my Member
Returning Officer by noon on Friday
to read this booklet carefully, Representative?
14 August 2020 will be invalid.
including the section headed Any member may change the
Directors: duties and expectations. Full details of how to nominate a
person selected as their Member
candidate, are set out below under
Who may nominate a candidate? Representative by contacting
the heading Nomination Process.
New Zealand Winegrowers at
Any Member may nominate one membership@nzwine.com.
or more other natural persons
(who meet the eligibility criteria
New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
3
Nomination Process
Key Dates
Don’t wait until the
Nominations open Monday 13 July 2020
last minute!
If your nomination Nominations close Noon, Friday 14 August 2020
documents are lodged close
to the time nominations
close and they contain Nomination Papers
errors or deficiencies, there
may be insufficient time To nominate a candidate you must use the official nomination form. If you do
for the Returning Officer not use the official form, the nomination will be rejected.
to contact you, and for you
to submit valid nomination On-line and PDF versions of the official nomination form are available from
documents before the www.electionz.com/nzwine2020resource or can be requested from the
nomination deadline. Retuning Officer, Warwick Lampp, or the Deputy Returning Officer, Michele
Day, electionz.com Ltd by:
Don’t take that risk: get your
nominations in well before • Phone: 0800 666 042
the deadline of 12 noon on • Email: iro@electionz.com
Friday 14 August 2020.
Nomination guidelines
Each nomination form must be:
• fully completed;
• signed by both the nominator and the candidate;
• accompanied by a candidate profile statement (see below); and
• accompanied by a recent (ie no older thatn 6 months) head and shoulders
photograph of the candidate (and only the candidate), in jpeg format (at
least 300 dpi resolution).
Candidates may also submit a short video1 (maximum 1 minute). The video
will be uploaded to YouTube, and made available for members to view on the
electionz.com election website together with the candidate’s profile statement
and photograph.
How to submit nominations
The requirements for submitting nominations are:
• Completed nomination papers must be scanned and emailed,
together with the required profile statement and photograph, to
nominations@electionz.com or submitted via the online nomination form.
• Nominations close at 12 noon on Friday 14 August 2020. Nomination
documents received by the Returning Officer after that time will be invalid.
It is the candidate’s responsibility to ensure that their nomination is received
by the Returning Officer in time.
Once lodged, the Returning Officer will check the nomination documents to
ensure the nominator and candidate meet the eligibility requirements, and that
all other requirements have been properly satisfied.
The Returning Officer will send each candidate an email confirming acceptance,
as soon as the candidate’s nomination documents are verified.
Once nominations have closed, the Returning Officer will provide New Zealand
Winegrowers with a full list of all candidates, and this will be published on the
New Zealand Winegrowers website.
1
See https://support.google.com/youtube/troubleshooter/2888402?hl=en for accepted
file formats.
4 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
Candidate profile statements
As noted above under How to submit nominations, each candidate must email a candidate profile statement along with
their photograph and nomination form, and optionally a video clip. All of this information will be collated and formatted
by the Returning Officer and made available online for Members to review before the election, and when voting for their
candidates.
The candidate profile statement must provide information in the following format:
Section heading: Requirement
Name Your usual name
Professional Qualifications Qualifications you hold
NZW Member Your name, or the name of the Member you represent – eg:
Jeffrey Clarke, or Deep Fjord Vines Ltd.
Candidate Statement Maximum 350 words. Explain why Members should vote for you. For
example:
• What are your relevant skills, experience and suitability for the position?
• What special qualities or attributes you would bring to the role?
• What issues do you think should be priorities for the Board?
Contact details How can Members contact you to discuss your candidacy? For example:
• email address
• postal address
• mobile phone number
For more information Optionally provide one or more website address, social media handle, or
other link that Members can use to find out more about you and your views.
No narrative text permitted.
To be accepted by the Returning Officer, the candidate profile statement:
• Must adhere to the maximum word count and other requirements, which will be strictly enforced.
• Must be provided in a Word document. Special formatting (bold, italics, underlining, quote marks) is permitted.
• Must be confined to information concerning the candidate, and the candidate’s policies and intentions if elected. It
must comply with the Campaigning Guidelines below.
Returning Officer review of candidate profile
If the Returning Officer is not satisfied that a candidate profile statement complies with the requirements as specified,
the Returning Officer will, as soon as practicable return the statement to the candidate and specify the concerns. The
candidate will then need to submit an amended candidate profile statement to the Returning Officer before nominations
close.
The Returning Officer is not required to verify or investigate any information included in a candidate profile statement.
The Returning Officer will take no responsibility for the accuracy of the content, and a disclaimer concerning the
accuracy of the information contained in the statements will be published together with the collated profiles of
candidates.
New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
5
Campaigning Guidelines
Election campaigning may commence when nominations have opened, or
when candidates declare their intention to stand.
No election material may contain an imitation voting paper which has the
names of the candidates with any direction or indication as to who a person
should vote for, or in any way contain such direction or indication likely to
influence the voter.
In campaigning for election, candidates and their supporters:
• must act in good faith and in the best interests of the New Zealand grape
and wine industry;
• must be respectful of other candidates and not make any statement relating
to other candidates that is defamatory or that undermines the integrity of
the election process;
• must not use any property or resources of New Zealand Winegrowers for
campaigning purposes, including logos, brands, photos, images or other
intellectual property of New Zealand Winegrowers; and
• may use letters, fliers, emails, radio, television, internet, social media and
print media for campaigning purposes.
6 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
Voting Process
The election will be carried out by internet voting, and all communications relating to the election will be sent by email
or SMS message. A postal ballot and postal communications will only be sent to members without a valid email
address.
Voting in the election
Example
Voting in the election will open on Monday 14 September 2020 and close at
noon on Friday 25 September 2020. Eight candidates have been
Members eligible to cast a vote in the election will receive an email from nominated to fill the five
iro@electionz.com, on Monday 14 September 2020. This will contain their login Member Class Director
details and a link to the electionz.com secure online voting site. vacancies.
A Member reviews the
If you are the person eligible to cast the vote in respect of your candidate list and decides she
Membership and have not received an email from iro@electionz.com by would be happy to see any of
noon on 25 September, please check your spam/junk/clutter folder. If the the candidates elected, except
email is not there, please contact the Election Helpline on 0800 666 042. for Candidates No. 7 and 8. The
Member would cast one vote
in support of each of the six
To cast their votes, Members must go to the secure online voting site, and candidates she supports, as
follow the instructions presented there. follows:
Members without a valid email address will receive letter in the post shortly
after this date, with instructions on how to access the online voting site. Candidate No. 1
Voting method Candidate No. 2
Each Member may cast one vote for each of as many, or as few, of the Member Candidate No. 3
Class Director candidates as they choose. The Returning Officer will count the
number of valid votes cast in favour of each candidate and declare the five
highest polling candidates to be elected as the Member Class Directors. Candidate No. 4
Note that this voting system gives each Member an equal influence on the
Candidate No. 5
election outcome.
Election results Candidate No. 6
The election results will be calculated and checked and then advised to New Candidate No. 7
Zealand Winegrowers on Friday 25 September 2020. The Returning Officer will
then personally advise all candidates by email on the same day.
Candidate No. 8
The results will be published on the New Zealand Winegrowers website and
circulated to members on Friday 25 September 2020. When all valid votes are
tallied, the five highest polling
candidates are declared
elected.
This system of voting is known
as “approval voting”.
New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
7Returning Officer – electionz.com New Zealand Winegrowers has appointed Warwick Lampp from electionz.com as Returning Officer for these elections. This means that electionz.com will be handling all matters pertaining to the election. The role of the Returning Officer is to conduct the election in accordance with the Rules of New Zealand Winegrowers as well as in accordance with accepted standard election management practices. Subject to those Rules, the Returning Officer has complete and final control over how the election is run. The Returning Officer is engaged by New Zealand Winegrowers and is responsible to the New Zealand Winegrowers Chief Executive but does not take direction from the Chief Executive Officer or the existing Board. The Returning Officer is responsible for all staff, systems, resources, policies, procedures and actions to ensure that the election process is carried out with utmost integrity, security and fairness for all parties. The Returning Officer’s decisions in respect to all matters pertaining to the elections are final. The Returning Officer can be contacted via the Election Helpline on 0800 666 042. Queries regarding the actions or performance of the Returning Officer should be directed to Jeffrey Clarke, General Counsel of New Zealand Winegrowers: jeffrey@nzwine.com. 8 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
New Zealand Winegrowers Rules
The founding document of New Zealand Winegrowers is its Rules. The Rules define the rights and obligations
of Members and Directors, and how it is to be governed. A copy of the Rules can be downloaded from
https://www.nzwine.com/media/4547/rules-of-nzw-inc-final-clean.pdf this section, text copied from the Rules is
shown in italics.
Objects of New Zealand Winegrowers
The following are defined as the b Raising money under appropriate NZW is also:
objects of New Zealand Winegrowers legislation (such as the
a to account to Members in respect
in its Rules: Commodity Levies Act and the
of NZW’s activities; and
Wine Act) to fund Industry Good
The objects of New Zealand
Activities; b to do all such other things as may
Winegrowers are, on behalf of its
be incidental or conducive to the
Members, to promote, develop, c facilitating research and
attainment of all or any of the
research and serve the general development into, and other
above objects.
advancement of the New Zealand programmes or services for,
grape and grape wine industry as Industry Good Activities; For the avoidance of doubt, NZW
a whole, and of New Zealand grape may facilitate, coordinate or conduct
d funding research and development
growers and grape wine producers in optional (user-pays) grape wine
and other programmes or services
particular members of New Zealand industry-related activities for the
for Industry Good Activities;
Winegrowers, by: benefit of a number of, but not
e representing and advocating necessarily all, Members, provided
a Taking a strategic approach to
Members’ interests in relation to that the Members participating
maximise the best short-term
Industry Good Activities (including in such activities cover any costs
and long-term interests of New
to the Government of New incurred by NZW in facilitating,
Zealand grape growers and grape
Zealand, to foreign governments, coordinating or conducting such
wine producers, recognising:
to any of their respective activities.
i The importance of the grape departments or agencies, and
wine industry’s contribution to to New Zealand and overseas
the New Zealand economy; bodies); and
ii The special circumstances and f enhancing and protecting the
need related to growing grapes integrity and reputation of
and producing grape wine in New Zealand grape wines (as a
New Zealand; and whole) in the manner considered
appropriate, such protection and
iii New Zealand grape growers’
enhancement being both in New
and grape wine producers’
Zealand and overseas.
collective interests in the
provision of Industry Good
Activities;
New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
9Directors: duties and expectations
It is important that candidates appreciate the collective and individual duties that come with election and
appointment as a Director on the New Zealand Winegrowers Board.
Although New Zealand Winegrowers is not a company, the duties imposed by the Rules of New Zealand
Winegrowers, and the expectations set out in the Board Charter, mean that the standard of conduct and
commitment required of a Director is similar to that required of company directors.
If you are appointed as a Director on the Board, you will be provided with induction training, and on-going
governance training to help ensure that you know and understand your duties.
The main sections of the Rules covering Directors’ duties are set out below. In addition, the Board Charter is a set
of principles that guides the behaviour of the Board and its individual members in relation to carrying out their
governance roles. The Board Charter is included in this booklet as Annex 1. Candidates are urged to read both the
following information and the Board Charter.
Director duties Declaration of interests
by Directors
A Director, when exercising powers or performing duties, is to act in good
faith in what the Director believes to be the best interests of New Zealand It is a fundamental obligation
Winegrowers and of the New Zealand grape and wine industry as a whole, of all Directors of New Zealand
and in the manner which he or she believes will best attain the objects of New Winegrowers to act in the
Zealand Winegrowers. best interests of New Zealand
A Director is to exercise a power for a proper purpose. Winegrowers and of the New Zealand
grape and wine industry as a whole.
A Director may not act, or agree to New Zealand Winegrowers acting, in a Under the Rules (rule 14), a Director
manner that contravenes any legislation or these Rules. must disclose to the Board, as soon
A Director may not: as practicable after the Director
becomes aware of the interest, any
• agree to the affairs of New Zealand Winegrowers being carried on in a matter in which that Director has a
manner likely to create a substantial risk of serious loss to New Zealand material financial interest. A Director’s
Winegrowers’s creditors; or interests generally in the grape or
• cause or allow the affairs of New Zealand Winegrowers to be carried on grape wine businesses which are
recklessly or in a manner likely to create a substantial risk of serious loss to the basis for his or her involvement
on the Board, or an interest that the
New Zealand Winegrowers’s creditors.
Director has in common with all other
A Director may not agree to New Zealand Winegrowers incurring an obligation Members, do not count as a “material
unless the Director believes at that time on reasonable grounds that New financial interest”. The Rules give
Zealand Winegrowers will be able to perform the obligation when it is required more guidance on what constitutes a
to do so. “material financial interest”.
A Director, when exercising powers or performing duties as a Director, is to After disclosure of a material financial
exercise the care, diligence and skill that a reasonable Director would exercise interest, the Director will continue to
in the same circumstances taking into account, but without limitation: form part of the quorum and, unless
the Board, decides otherwise, may
• the nature of New Zealand Winegrowers;
participate in any vote, discussion
• the nature of the decision; and/or decision on that matter.
• the circumstances applying at the time; and
• the position of the Director and the nature of the responsibilities undertaken
by him or her.
10 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election GuideDirectors’ term on the Board Committees
Board
As well as Board meetings, Directors are expected to be on two New Zealand
Member Class Directors elected in Winegrowers Board Committees. Additional time is required to attend
this election will hold office for four Committee meetings. Travel expenses to Committee meetings is covered by
years. The next election of Member New Zealand Winegrowers.
Class Directors will take place in
2024, and every fourth calendar year Directors’ honoraria
thereafter.
The five Levy Class Directors on Subject to annual approval by members at the Annual Members Meeting, the
the Board were elected in 2018 Board has approved the payment of annual honoraria to Directors, Chair and
and will hold office until October Committee Chairs of the Board. The amounts paid are:
2022.
In addition, after each election, Role Honorarium Comment
the Board may appoint up to two Board Chair $49,000
additional directors who hold office
until the next election. Deputy Chair $26,000
Attendance at Board Director $8,000 To be paid to all Directors
meetings (excluding Chair and Deputy)
Committee Chair $4,000 To be paid in addition to the
Board meetings are usually held 6 above for Finance, Research,
times a year in various locations. Sustainability, Advocacy, and
Generally they run from 9:00 am until Marketing Committees
2:00 pm. Travel expenses to Board
meetings is covered by New Zealand
Winegrowers.
One week before each meeting,
agenda, Board papers and other
materials are circulated to Directors,
which Directors are expected to
have read and considered before the
meeting.
New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
11ANNEX 1:
New Zealand Winegrowers Inc
Board Charter1
Purpose of this Charter 6. The Board must ensure that d) The Annual Workplan.
detailed and accurate minutes
e) The Terms of Reference for
The purpose of this Charter is to of all its meetings are kept,
Board Committees including
set out the role of the Board and its including the voting record on all
designation of the Chair
Directors and the conduct expected resolutions.
and membership of each
of them. It supplements the 7. Directors will use their best Committee.
binding legal obligations set out in endeavours to attend Board
the Rules of NZW (“Rules”). To the f) CEO performance and
meetings and if unable to attend,
extent that any Director holds a remuneration.
shall advise the Chair or CEO as
role in a subsidiary or related entity soon as possible. g) Risk assessment policies and
of NZW, this Charter also applies to controls including insurance
the Director’s conduct in that role. 8. The quorum for any Board
covers, foreign exchange
meeting is 9 (nine) Directors
management and compliance
Definitions present.
with legal and regulatory
9. For a general resolution to be requirements.
Board means the Directors who passed by the Board, 7 (seven)
h) Recommend to the AGM total
number not less than the required votes must be cast in support of
levels of honoraria for Directors
quorum, as set out in Rule 11.1, acting the motion.
and Committee members
together as the Board of Directors of 10. For a special resolution to be
NZW. i) The Board Charter.
passed 9 (nine) votes must be cast
Director means each Levy Class in support of the motion. Special 13. At each meeting the Board should
Director, Member Class Director and resolutions are defined in Rule 11.2 normally receive, consider and/or
Board Appointed Director. and relate to: decide on:
a) recommendations relating to a) The Minutes of the previous
Role and Operation of any amendments to the Rules meeting.
the Board or dissolution of NZW
b) Minutes of Board Committee
b) any Levy Order or setting of meetings and any relevant
1. The role of the Board is to
any Levy reports.
represent the interests of
members in order to achieve the c) the appointment of any Board c) An operational report including
mission and objects of NZW as set Appointed Directors a financial report from the CEO.
down in Rule 3 of the Rules.
d) the selection of the Chair and d) Major issues and opportunities
2. The powers of the Board are as set Deputy Chair for NZW.
down in Rule 10 and Schedule 2 of
e) the adoption of any annual e) Any items involving significant
the Rules.
financial budget expenditure in excess of the
3. The Board may constitute approved annual budget.
f) granting of any honours for
Committees and direct them to
service to the industry. 14. The Board has sole authority over
perform certain tasks on behalf of
the Board agenda and delegates
the Board. 11. The Chair shall have a deliberative
responsibility for preparing
vote as a Director, but no
4. Directors must declare any actual the agenda to the Chair in
additional casting vote as Chair.
or potential conflict of interest. A consultation with the CEO. Any
Director’s interests in the grape 12. At least once every year at a Director may request the addition
or wine businesses which are the meeting the Board shall review of an item to the agenda.
basis for his or her involvement on and agree:
15. The CEO shall attend Board
the Board will not be considered a
a) NZW’s Vision, Mission, and meetings but will have no vote
conflict of interest.
Purpose and the strategy for at such meetings, or on any
5. The Board will normally hold achieving these. Committee of the Board. The
meetings every second month CEO may also arrange for other
b) The annual budget.
and additional meetings as senior staff to attend, but such
needed. Meetings may be held by c) The annual financial statement attendance is at the discretion of
electronic or other means. and report to members. the Board.
1
As approved by the NZW Board 3 November 2016
12 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election GuideThe Board’s Relationship The Conduct of Board 6. Directors must observe all legal
and NZW policy provisions relating
with Industry Members Directors to the use of properly designated
confidential NZW information.
1. Directors will use their best 1. Director duties are set out in Rule
Board papers are intended for
endeavours to familiarise 10.4. Each Director has a duty
the use by Board members only.
themselves with views and to act in good faith in what the
However, distribution or discussion
opinions of members by gathering Director believes to be the best
of the material in Board papers to
information directly from interests of NZW and of the New
other members of the industry is
members. Zealand grape and wine industry
permitted provided:
as a whole, and in the manner
2. The Board will regularly evaluate
which will best attain the objects a) Directors use due discretion
economic, technological, political,
of NZW. when distributing or discussing
social and legal issues and any
such material;
other relevant external matters 2. Directors will use their best
that may impact the interests of endeavours to attend Board b) Any confidential material
members. meetings and to prepare discussed or distributed is
thoroughly. Directors are expected to be treated as such by the
3. The Board will maintain an
to participate fully, frankly and receiving party, and
“open door” policy on member
constructively in Board discussions
attendance at Board and c) The information is not
and other activities and to bring
Committee meetings. Members provided simply for the general
the benefit of their particular
are permitted to speak at the information of the party
knowledge, skills and abilities to
discretion of the chair but are concerned.
the Board table. Directors unable
required to advise the chair in
to attend a meeting will advise the 7. Unless specifically authorised, a
advance to enable the conduct
Chair or CEO as soon as possible. Director other than the Chair will
of an orderly and time efficient
not make any statement on behalf
meeting; such permission shall not 3. Board discussions will be open
of NZW.
be unreasonably withheld. Where and constructive, recognizing
the privacy or confidentiality that genuinely held differences of
interests require, the meeting will opinion can bring greater clarity
Board Appointed
go into closed session. and lead to better decisions. Directors
4. The Board, after each of its 4. Directors are entitled to have 1. Board Appointed Directors are
meetings, shall make available access, at reasonable times, to appointed to the Board, and hold
a brief summary report of the management and to all relevant office, in the manner set down
meeting for the benefit of the NZW information subject to the in the Rules. The Rules provide
members, including the agenda provision that confidential private that a Board Appointed Director
items discussed and any decisions member information will not be is not eligible to vote on Special
taken. This summary is not a disclosed except in aggregate Resolutions of the Board that
substitute for the minutes or form where the identity of relate to the appointment of Board
any transcript of a meeting. The individual members is protected. Appointed Directors.
minutes will be made available to
5. Directors are required to make 2. A Board Appointed Director may
members once they have been
decisions based solely on their not serve as Chair or Deputy of
confirmed as a true and accurate
judgment of the short and long NZW, nor serve as a Committee
record.
term best interests of New Chair.
Zealand wine industry and its
members, as set out in paragraph
1 above. Where a Director does
not believe he/she can make a
decision on this basis, this must
be declared to the Board, and the
Director concerned must abstain
from voting in such instances.
New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
13Chair and Deputy Chair Breach of this Charter 6. Within 10 working days of a
decision being made by the Board
1. The Board shall appoint a Chair 1. This Charter aims to guide the that the conduct of a Director is in
and a Deputy Chair at its first conduct of the Board of NZW breach of the Charter, the affected
meeting after any Levy Class or and its Directors in serving the member may request in writing an
Member Class election, or any time interests the New Zealand wine independent review of the Board’s
should a vacancy occur. industry and its members. decision. The Review should follow
the procedure set out in point 5
2. The Chair is responsible for: 2. Where there is an allegation of the New Zealand Winegrowers’
of a breach of the Charter, the Policy on Industry Reputation and
a) representing the Board
concerned Director making the Integrity.
b) ensuring the integrity of the allegation, or any other person,
Board’s decision making should raise the matter with the Consequences for Breach
process. Chair. The Chair shall decide of Charter
whether or not to act on the
c) maintaining regular dialogue
concern raised. 1. The Board may take any one or
with the CEO over all
operational matters 3. If the Chair considers the matter more of the following actions
worthy of investigation, the Chair with regard to a Director whose
d) consulting with the Board conduct has been upheld as
shall in the first instance raise the
promptly over any matter of breaching this Charter subsequent
matter with the Director about
major concern. to the completion of any Review
whom the issue has been raised.
e) completing the annual If after consideration the Chair as set out above:
performance review of the CEO is still sufficiently concerned a) Issue an oral or written censure
in conjunction with the Deputy about the matter, the Chair shall of that Director’s conduct to be
Chair and any other Director raise the matter with the Board noted in the minutes;
appointed by the Board with a recommendation as to
the manner with which it is to be b) Publicise within either the
f) facilitating discussion at industry and/or the media any
determined. The Board may then
Board meetings to ensure oral or written censure, subject
decide on the matter and any
that all Directors have equal to appropriate legal advice and
response to it and/or conduct any
opportunity to participate, mitigation of possible financial
further investigation it believes
that differing points-of- risk;
is required, including engaging
view are expressed, that
any independent person for this c) Disallow, disqualify or cancel
thorough discussion takes
purpose. the appointment of the
place and that outcomes are
logical, understandable and 4. In following the above procedure Director to any committee of
collaborative. the Board must have due regard NZW.
to the principles of procedural
3. The Chair shall act as a media
fairness and the rules of natural
spokesperson for NZW on matters
justice. In particular if a matter is
of concern or significant interest
to be considered by the Board
to New Zealand Winegrowers
the Director concerned shall
unless otherwise agreed and shall
be advised in advance (if this is
only make statements that are
possible) and shall be given the
consistent with NZW’s strategy
opportunity to be present during
and agreed policies.
the Board consideration of the
4. The Deputy Chair shall support matter.
the Chair in all the responsibilities
5. Under this section of the Charter,
of the Chair, and in absence of the
the Deputy Chair shall in all
Chair shall act as the Chair.
respects act in the place of the
5. In accordance with Rule 15, subject Chair if a breach of Charter
to Member approval, NZW may allegation is raised concerning
provide an honorarium to the the Chair. Either the Chair and/or
Chair, Deputy Chair and other the Deputy Chair (in the context
Directors. of this clause) requires additional
resource for these processes they
Indemnity and Insurance may engage any independent
person for this purpose. If an
1. To the fullest extent permitted by allegation is raised against both
law NZW will indemnify Directors, the Chair and the Deputy Chair,
and provide and pay the premiums then that complaint will be lodged
for insurance cover, in respect of with the full Board.
their acts and omissions in their
capacities as Directors.
14 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election GuideNew Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide Photo: Ceres Wines. 15
16 New Zealand Winegrowers Incorporated 2020 Board Elections Candidate Information and Election Guide
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