Board Composition and Independence

The Board Charter and Board Protocols are intended to provide a structure to ensure Directors:

• have a proper understanding of, and competence to deal with, the current and emerging issues for TOWER; and
• can effectively review and challenge the performance of management and exercise independent judgment.

TOWER's Constitution (PDF) requires a minimum of six TOWER directors and a maximum of nine. Subject to these constraints, the Board can fix the number of directors to hold office.

The roles of Chairman and Group Managing Director are, and have always been, separate at TOWER.

The Chairman's role is to lead and manage the Board so that it operates effectively, and to facilitate interaction between the Board and the Group Managing Director and Chief Executives of the three business units. The Group Managing Director is responsible for the day-to-day leadership and management of the Group and is the primary representative of management to the Board.

A majority of the Board are independent Directors. That is, they are independent of management and free of any business or other relationship that could materially interfere with the exercise of their unfettered and independent judgement – for example, a relationship with a material TOWER customer, supplier, professional adviser or substantial shareholder. Currently, four of the Directors are independent, namely: William Falconer, Susie Staley, John Spencer and Denis Wood. 

The Board has a policy of maintaining a relative balance of New Zealand Directors with recognised experience and skills that enhance the Board's effectiveness.  Currently 5 of the Directors are New Zealand residents.

Director Profiles

• View Director Profiles

Appointment and Retirement of Directors

Board Nominations

The Board has delegated to the Group Remuneration and Appointment Committee the responsibility of recommending suitable candidates for appointment to the Board. When recommending a candidate the Committee takes into account a number of factors, including skills and experience, independence, availability and the ability to work constructively with existing Directors.

All Director nominations must be voted on by shareholders at each Annual Meeting. TOWER will announce the opening date and closing date for Director Nominations three months prior to the date of an Annual Meeting.

Appointment of Directors