Corporate Governance Policies

TOWER’s governance policies are an integral part of the corporate governance framework. All TOWER Directors and employees are expected to comply with the governance policies. Below you can read about our Code of Ethics, Insider Trading Rules/Guidelines, and Market Disclosure and Risk Management policies.

Code of Ethics

The Code of Ethics Policy (PDF) establishes a policy and provides guidance to executives and employees in situations where their or TOWER’s integrity could be compromised, including conflicts of interest, use of non-public information and company assets, relationships with employees, customers and other stakeholders, reporting of unethical and dishonest behaviour, and related matters.

As well as the Code of Ethics, the Board Charter, Board Protocols and other documents referred to in this corporate governance section collectively and individually promote ethical and responsible decision-making in the Group.

Insider Trading Policies

The Group has written Rules that govern trading in TOWER securities so as to minimise the risk of insider trading.

The Insider Trading Rules (PDF) apply to Directors, senior executives and all staff of TOWER Asset Management Limited and TOWER’s Head Office. The protocols follow the Insider Trading (Approved Procedure for Company Officers) Notice 1996 (NZ). Persons subject to the protocol may only trade TOWER shares in certain defined windows around the announcement of half-year and full-year results.  Permission to trade must be obtained from the Chairman of the Board in respect of directors, and the Group Managing Director or the Group Chief Financial Officer  in respect of certain designated employees, prior to trading. Permission can only be granted if the Chairman, Group Managing Director or Group Chief Financial Officer is satisfied as to certain matters, including that the person trading is not doing so on the basis of inside information.

TOWER also has Insider Trading Guidelines (PDF) that apply generally to all Group employees.

Directors and senior executives are required to disclose all their trading in TOWER securities to the Board and the market. Details of share trading by Directors and senior executives are disclosed to the market and posted on the TOWER Limited website under Announcements.

Market Disclosure

TOWER has policies and procedures in place designed to ensure that:

• all investors have equal and timely access to material information concerning the company.
• company announcements are factual and presented in a clear and balanced way.
• TOWER complies with the continuous disclosure requirements of the ASX and NZX.

TOWER has a formal Corporate Disclosure Policy (PDF) to prevent unauthorised or selective disclosure of information that could have a material effect on TOWER’s share price. The Company Secretary is responsible for ensuring compliance. The Board reviews all releases of financial information to the market prior to their release.

This website provides webcasts of shareholder meetings, speeches and briefings given by the Chairman and Group Managing Director, market disclosure notices, and financial results and presentations.

Risk Management

The Risk Management Charter (currently under review) establishes the framework to ensure a formal and consistent process of risk identification, assessment, mitigation, management and acceptance, and a regular review  of risk is carried out across the Group. Each operating company has in place Risk Management Profiles and Plans which identify the key risks and provide for the monitoring and control of those risks within the company.  These Profiles and Plans operate in conjunction with the Risk Management Charter.