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Corporate Governance

Our governance expertise assists organisations to meet best practice requirements and, critically, to measure up to public expectation.

There are two areas where our expertise stands out: organisational design and key event management.

Organisational design focuses on the creation and implementation of governance structures. We advise on choice of corporate form, and the details of constitutional arrangements. We deliver best practice solutions, taking into account a business' complexity and available resources.

Key event management focuses on stress points - when a business is in the spotlight and when stakeholders could raise concerns. We have been at the table for many significant corporate challenges, from unexpected takeover offers to transactions affected by conflicts of interest. We have the experience needed to work through these types of events.

Our services cover:

  • conflicts of interest
  • best practice requirements
  • board and board committee composition requirements, charters, delegations, legal responsibilities and directors' duties
  • public disclosure and reporting requirements affecting businesses, or their directors or other individuals
  • information protocols
  • meeting procedure requirements
  • senior management and board remuneration structures.

We also provide board and management training on governance requirements, and regularly present individual client and industry-wide courses.

Examples of our work

  • Vista Group Holdings - advising on the $108m block trade of 25.5% of Vista Group International
  • Agria Corporation (a NYSE listed Chinese agriculture business) - $120 million investment in PGG Wrightson as part of its $250 million capital raising, including board restructurings and appointments, related party transaction requirements and other governance protocols
  • Haier Group Corporation - $80 million investment in cornerstone shareholding in Fisher & Paykel Appliances, including board restructurings and appointments, related party transaction requirements and other governance protocols
  • Ministry of Economic Development (now MBIE) - organisational design of Crown Fibre Holdings, the vehicle for the New Zealand government's $1.5 billion investment in broadband infrastructure
  • Auckland Council - a range of governance related issues, particularly around its establishment
  • ABC New Zealand - advising directors on the New Zealand sales process
  • Pumpkin Patch, Methven, GPG, OceanaGold Corporation - Listed company regulatory and NZX listing rule compliance
  • Gullivers Travel Group - management of independent board sub-committee requirements and protocols in a takeover situation
  • Vertex Group - advice to independent directors, culminating in the majority shareholder's full takeover offer
  • Capital Properties - board and information handling protocols dealing with representation from two major shareholders (AMP Property Portfolio and Kiwi Income Property Trust) in a takeover situation
  • Establishment of Crown and Council-owned companies, including structuring for unique statutory and constitutional governance arrangements