Board Charter Approved by the SKYCITY Entertainment Group Limited Board Last Reviewed: December 2015

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1 Board Charter Approved by the SKYCITY Entertainment Group Limited Board Last Reviewed: December 2015

2 SKYCITY ENTERTAINMENT GROUP LIMITED BOARD CHARTER INDEX 1. Governance at SKYCITY 1 2. Role of the Board 2 3. Structure of the Board 3 4. Matters Relating to Directors 5 5. The Committees of the Board 5 6. Integrity and Ethical Behaviour 6 7. Financial Reporting 7 8. Timely and Balanced Disclosure 8 9. Shareholder Relationships, Meetings and Information, External Communications Recognition and Management of Risk Performance Evaluation Remuneration Corporate Social Responsibility Internal and External Stakeholders and Community Responsibility 10 Schedules 1. Terms of Appointment Director Independence Code of Business Practice Audit and Financial Risk Committee Charter Remuneration and Human Resources Committee Charter Governance and Nominations Committee Charter Corporate Social Responsibility Committee Charter 39

3 SKYCITY ENTERTAINMENT GROUP LIMITED BOARD CHARTER Last Reviewed December Governance at SKYCITY 1.1 Corporate governance at SKYCITY encompasses the company s decision-making structures and the mechanisms used to manage the organisation. 1.2 The Board has responsibility for the affairs and activities of the company which in practice is achieved through delegation to the Chief Executive Officer and other executives (including SKYCITY appointed directors on subsidiary company Boards) who are charged with the day to day leadership and management of the company. 1.3 The Chief Executive Officer also has responsibility to manage and oversee the interfaces between the company and the public and to act as the principal representative of the company. 1.4 The Board has adopted the eleven governance parameters as set out below as the cornerstone principles of its corporate governance charter. These cornerstone principles reflect the Corporate Governance Principles and Recommendations of the Australian Stock Exchange Corporate Governance Council and the Corporate Governance Best Practice Code of the New Zealand Stock Exchange (NZX). The Board will continue to monitor developments in best practice for corporate governance internationally and will review this Charter to account for such developments. 1.5 The Board of SKYCITY Entertainment Group, through a set of formal policies and procedures comprising the corporate governance framework of the company: establishes a clear framework for oversight and management of the company s operations and for defining the respective roles and responsibilities of the Board and management structures itself to add value and to be effective in discharging its responsibilities and duties promotes ethical and responsible decision-making encourages Board and management effectiveness sets standards of behaviour expected of company personnel ensures timely and balanced disclosure safeguards the integrity of the company s financial reporting respects and facilitates the rights of shareholders recognises and manages risk remunerates fairly and responsibly recognises its obligations to all stakeholders. 1.6 This Charter is the principal specification of the governance framework within which SKYCITY Entertainment Group Limited conducts its affairs. The other support charters and policy documents which combine together to comprise SKYCITY s governance framework are: the company s Constitution Terms of Appointment/Terms of Reference for Directors (Schedule 1) and Independence Guidelines (Schedule 2) Board Charter - Page 1

4 Code of Business Practice (Schedule 3) Audit and Financial Risk Committee Charter (Schedule 4) Remuneration and Human Resources Committee Charter (Schedule 5) Governance and Nominations Committee Charter (Schedule 6) Corporate Social Responsibility Committee Charter (Schedule 7) Securities Trading Policy Delegated Authorities Policies Protected Disclosures Policy Policies and Procedures for Employees Risk Management Programme Environmental Policy Workplace Health and Safety Policy 1.7 The Company Secretary is accountable to the Board and the Governance and Nominations Committee for governance matters including the matters as set out in this Charter and its attached Schedules. 2. Role of the Board 2.1 SKYCITY s Board of directors is responsible for supervising the management of the company. 2.2 The Board establishes the company s objectives, the major strategies for achieving those objectives, the overall policy framework within which the business of the company is conducted, and monitors management s performance with respect to these matters. 2.3 The Board is also responsible for ensuring that the company s assets are maintained under effective stewardship, that decision-making authorities within the organisation are clearly defined, that the letter and intent of all applicable company and casino law is complied with, and that the company is well-managed for the benefit of its shareholders and to enhance shareholder value. 2.4 Specific responsibilities of the Board also include the following: oversight of the company, including its control and accountability procedures and systems appointment, performance, and removal of the Chief Executive Officer. Confirmation of the appointment and removal of the senior executive group (being the direct reports to the Chief Executive Officer) setting the remuneration of the Chief Executive Officer and approval of the remuneration of the senior executive group approval of the corporate strategy and objectives and oversight of the adequacy of the company s resources required to achieve the strategic objectives approval of and monitoring of actual results against the annual business plan and budget (including the capital expenditure plan) review and ratification of the company s systems of risk management and internal compliance and control, codes of conduct, and legal compliance ensures that the company s Securities Trading Policy is up to date at all times and is effective. The Board has delegated responsibility for compliance with the Policy to the Company Secretary who reports on share transactions by Restricted Persons (as defined by the Policy) twice yearly to the Board Board Charter - Page 2

5 The Company Secretary maintains a list of Restricted Persons and dealings by them and reports on them in each General Counsel report to the Board. The Company Secretary also reminds those persons of their obligations as regards trading at least twice a year. approval and monitoring of the progress of capital expenditures, capital management initiatives, and acquisitions and divestments. 2.5 In relation to the Chief Executive Officer, the following roles are the responsibility of the Board: reviewing candidates to be appointed to the position of Chief Executive Officer reviewing and evaluating the Chief Executive Officer s performance against key performance objectives reviewing the key performance objectives relevant to the Chief Executive Officer s performance and remuneration for the following year reviewing the Chief Executive Officer s current remuneration and considering proposed changes to the remuneration and any other variation of the Chief Executive Officer s conditions and terms of employment, including any agreed or proposed termination payment. 2.6 The Board has appointed four committees, being: Audit and Financial Risk Committee Remuneration and Human Resources Committee Corporate Social Responsibility Committee Governance and Nominations Committee. 2.7 Each committee is authorised to deal with matters as set out in its committee charter and/or falling within its intended mandate, on the following basis: make decisions (or submit recommendations for consideration by the Board) on matters for which decision-making authority has been delegated by the board submit recommendations to the board on matters for which decision-making authority has not been delegated by the Board. 2.8 The Board maintains a formal set of delegated authorities (including a Treasury Policy) which clearly define the responsibilities that are delegated to management and those which are retained by the Board. These delegated authorities are approved by the board and are subject to annual review by the Board. 2.9 The board appoints new directors under formal terms of reference/appointment. Directors must comply with the terms of reference at all times. The company s Terms of Appointment/Terms of Reference for Directors are attached as Schedule 1 to this Charter. 3. Structure of the Board 3.1 The board will ensure it is of an effective composition, size, and commitment to adequately discharge its responsibilities and duties and to add value to the company s decision-making. Comment (December 2015): the Board currently comprises 7 Directors (6 nonexecutive, 1 executive). The Board has initiated a search for a new Director to replace the recently retired Peter Cullinane. Currently each of the Audit & Financial Risk Committee, the Remuneration and Human Resources Committee and the Board Charter - Page 3

6 Corporate Social Responsibility Committee has 3 members with each non-executive Director (other than Sue Suckling) serving on one Committee, (Sue currently is Chair of Corporate Social Responsibility and sits on Remuneration and Human Resources) and the Chairman on each Committee. 3.2 In order to meet these requirements, the Board membership will comprise a range of skills and experience so that it can have a proper understanding of and competence to deal with the current and emerging issues of the business, can effectively review and challenge the performance of management, and can exercise independent judgement. Comment (December 2015): the Board currently contains a range of skills and experience but will be mindful of mix of skills and experience when considering a new addition and/or replacement. 3.3 Directors are expected to attend scheduled Board and committee meetings and to be available for non-scheduled meetings as may be required from time to time. Comment (December 2015): Directors are good attendees at scheduled and unscheduled meetings. 3.4 Directors are formally appointed under the company s Terms of Reference for Directors and this Charter. Comment (December 2015): All Directors have been formally appointed under the Terms of Reference. 3.5 Directors are subject to re-appointment every three years or are subject to reappointment on a more frequent basis in order for the company to comply with the listing rules of the NZX and the ASX. 3.6 Subject to shareholders exercise of their rights to appoint the directors of the company, the Board will ensure a majority of its number are independent of management, substantial shareholders, or other parties with whom SKYCITY has a business or other relationship that could reasonably be perceived to interfere with the exercise of unfettered and independent judgement. In addition, the Board will ensure it comprises not less than the minimum number of independent directors required by the listing rules of a stock exchange on which the company s securities are quoted. Comment (December 2015): All Directors (other than Mr Morrison) are independent under both ASX and NZX definitions. The independent majority is complied with. 3.7 The directors whom the Board considers are independent or not independent (and where appropriate the reasons for so determining) will be identified as such in the company s annual report. The Board will advise the market from time to time, as appropriate and as required by the listing rules of the exchanges on which the company s securities are listed, as to the independence status of its directors and if, in its opinion, a director has ceased to be independent. 3.8 The Board determines the independence of each director in terms of any matter arising at any time but on a formal basis at the time of appointment and not less than once per annum thereafter. determination made at August Board meeting. In determining independence, the directors have adopted the NZX definition of independence as set out in its Corporate Governance Best Practice Code (May 2004) and take into account the independence guidelines as recommended by the Australian Stock Exchange s Corporate Governance Council (Corporate Governance Principles and Recommendations)(June 2010). Board Charter - Page 4

7 The independence definitions of the NZX and the ASX Corporate Governance Council are set out at Schedule 2 to this charter. 3.9 The Board chairperson and (where appointed) the Board deputy chairperson are both independent directors, are not the company s chief executive officer, and must have the time necessary to discharge their respective roles effectively The Board has established the Governance and Nominations Committee to recommend the appointment of directors The Board will meet at least six times per annum on a formal, scheduled basis and will meet on other occasions as may be required The non-executive directors will meet from time to time independently of the senior executives of the company. 4. Matters Relating to Directors 4.1 Directors will advise the chairperson of the Governance and Nominations Committee of all outside directorships or other appointments which may have a bearing on their role as a SKYCITY director prior to taking up any such appointment. Comment (December 2015): Directors to confirm at December Board meeting. 4.2 Directors will ensure all relationships and appointments bearing on their independence (whether generally or for a specific matter) are disclosed to the Governance and Nominations Committee on a timely basis and will provide any further information required to enable the Governance and Nominations Committee to make an informed assessment of their independence on a continuous basis. Comment (December 2015): Directors to confirm at December Board meeting. 4.3 The company will sign a deed of indemnity in favour of each director (and senior executive) and will provide professional indemnity insurance cover for directors (and executives) acting in good faith in the conduct of the company s affairs. Comment (December 2015): Signed Deeds of Indemnity in place. 4.4 The disclosure of existing interests is an ongoing responsibility of each director. Where conflicts of interest may arise (or where potential conflicts of interest may arise), directors must formally advise the company about any matter relating to that conflict (or potential conflict) of interest. Comment (December 2015): Directors to confirm at December Board meeting. 4.5 Directors are entitled to obtain independent professional advice (at the expense of the company) on any matter relating to their responsibilities as a director or the company s affairs provided they have previously notified the Board chairperson of their intention to do so. 5. The Committees of the Board 5.1 The committees of the Board review and analyse policies and strategies, usually developed by management, which are within their terms of reference. The Board s committees examine proposals and, where appropriate, make recommendations to Board Charter - Page 5

8 the Board. The committees do not take action or make decisions on behalf of the Board except where they have been specifically mandated to do so. 5.2 The Board has four committees, being the Audit and Financial Risk Committee, the Remuneration and Human Resources Committee, the Corporate Social Responsibility Committee and the Governance and Nominations Committee. Each committee operates under a charter document as agreed by the Board. The Board will appoint the chairperson of each committee. 5.3 The members of the committees are non-executive directors. 5.4 All directors are entitled to attend any committee meeting. All directors receive the papers for each committee and the minutes of the committee meetings. 5.5 From time to time the Board creates specific sub-committees to deal with a particular matter or matters and/or to have certain decision-making authority as the Board may elect to delegate to that sub-committee. The minutes of any such sub-committee meetings are circulated to all directors. 5.6 The Chief Executive Officer attends the Board s Audit and Financial Risk, Remuneration and Human Resources and Corporate Social Responsibility Committee meetings in an ex officio capacity. 5.7 The charters of each committee are formally reviewed on an annual basis. The committee charters are attached to and form an integral part of this Charter. 6. Integrity and Ethical Behaviour 6.1 Members of the Board must at all times comply with the express terms and spirit of their fiduciary obligations to the company including acting honestly and in good faith and in what they reasonably believe to be the best interests of the company. Comment (December 2015): Directors to confirm at December Board meeting. 6.2 Members of the Board must ensure that information they hold about the company is treated in strict confidence and that property of the company (including information) is used solely in the best interests of the company. Comment (December 2015): Directors to confirm at December Board meeting. 6.3 The company operates in compliance with a Code of Business Practice which sets out the guiding principles of its relationships with stakeholder groups such as regulators, shareholders, customers, and employees. The company s Code of Business practice is attached as Schedule 3 of this Charter and is an integral component of this Charter. The company has established a Corporate Social Responsibility Committee. Comment (December 2015): The Code of Business Practice is included in the induction pack for all new staff members and circulated internally on a once per annum basis to managers who are requested to ensure that staff in their departments are familiar with and are complying with the Code. 6.4 The company co-operates at all times with police and regulatory agencies in respect of illegal or criminal behaviour or activity and also in terms of undesirable or Board Charter - Page 6

9 inappropriate behaviour or activity, including but not limited to loan sharking and money laundering. The company adopts a proactive approach and will move to exclude patrons associated with such activities. Some activities are noted as not necessarily illegal or unlawful but if deemed undesirable or inappropriate in the casino context, appropriate response and preventative actions will nevertheless be initiated on a timely basis. 6.5 The company has adopted a policy for employees to report instances of suspected breaches of laws or wrongdoing by the company and/or any of its employees or directors without fear of adverse consequences and for such reporting to be properly investigated. 6.6 The company maintains a code of practice for directors and senior executives which sets out the procedures which must be followed before trading in the company s securities. The company s insider trading policy is supported by education for directors and executives about their obligations when trading in the company s securities. The current procedures are set out in the SKYCITY Securities Trading Policy. Comment (December 2015): An insiders list is maintained by Legal and the Policy and Code are provided to all new senior personnel on commencement. The insider trading policy is rigorously applied at all times and all insider personnel are educated (briefed and reminded) in the requirements of the Code. 6.7 Any proposed trading in the company s securities by a director (or senior executive or nominated staff member) must be in compliance with the company s Securities Trading Policy. Comment (December 2014): No breaches have come to light in the period. 6.8 Directors and staff are not permitted to participate in any gaming or wagering activity at any SKYCITY property or with any related company. Comment (December 2015): This restriction is well understood within the business. 6.9 The Board, through its committees and reporting structures, monitors compliance with the company s regulatory obligations and internal policies and procedures. Comment (December 2015): A regulatory report is included as a standard reporting item in Board papers (General Counsel report) and an internal audit programme is undertaken each year. 7. Financial Reporting 7.1 The Board ensures that effective policies and procedures are in place to ensure the integrity of the company s financial reporting. Comment (December 2015): The Audit and Financial Risk Committee conducts a thorough review of financial reporting at each half year and the results of the internal audit reviews are reported in detail to the Committee at each of its meetings. The Committee relies on the external auditor (PcW) to inform it of any issues identified during the course of their review and auditing work. The Committee (and the Board) relies on PwC for tax expertise and confirmation that company s tax affairs are in order. 7.2 The Board has established an Audit and Financial Risk Committee. This committee comprises at least three directors, all of whom are independent non-executive directors and who are financially literate. At least one member of the committee must have financial expertise (i.e. has knowledge and experience of accounting and financial matters and regulations). Board Charter - Page 7

10 7.3 The Audit and Financial Risk Committee is chaired by an independent director who is not also the chairperson of the Board. 7.4 The Audit and Financial Risk Committee has responsibility for oversight of the quality, reliability, and accuracy of the company s internal and external financial statements, for the quality of the company s external result presentations, for its internal control environment and risk management programmes, and for its relationships with its internal and external auditors. Comment (December 2015): The Committee meets with management, reviews financial and other related reports and external release information relating to the company s half year and full year results, and meets on a regular basis with the company s internal and external auditors. The Committee chairman meets with the auditors and with management prior to meetings of the Committee. 7.5 The Chief Executive Officer and the Chief Financial Officer are required to state in writing to the Audit and Financial Risk Committee that the company s interim and full year financial statements present a true and fair view, in all material respects, of the company s financial condition and operational results and are in accordance with relevant accounting standards. 7.6 The Audit and Financial Risk Committee has a formal charter setting out its role and responsibilities, authority, relationship with the Board, reporting requirements, composition, structure and membership requirements. The Board will, on an annual basis, review the performance of the committee in accordance with its charter. The Committee Charter is attached to this Charter as Schedule The Audit and Financial Risk Committee (and the Board) undertakes sufficient inquiry of the company s management and the company s internal and external auditors in order to enable it to be satisfied as to the validity and accuracy of the company s financial reporting. Comment (December 2015): refer comment at 7.4 above. 7.8 The Audit and Financial Risk Committee meets with the internal and external auditors independently of management as often as is appropriate, but not less than twice per annum. 7.9 The Audit and Financial Risk Committee oversees the independence of the company s internal and external auditors and monitors the scope and quantum of work undertaken and fees paid to the auditors for other than audit work The company s external audit partner shall not serve in that position for more than five years. Comment (December 2015): Leo Foliaki took over from Bruce Hassall as PwC Audit Partner from and including FY The company discloses information regarding the key functions and responsibilities of its Audit and Financial Risk Committee in its annual report and on its website. Board Charter - Page 8

11 8. Timely and Balanced Disclosure 8.1 The company communicates its financial and key operational performance results in a clear, effective, balanced, and timely manner to its shareholders, analysts and other market commentators, and to the stock exchanges on which the company s securities are listed, and such information is accessible on the company s website. Comment (December 2015): SKYCITY has a very good reputation for disclosure of operational and financial performance information. Relevant information relating to the company s performance is accessible on the company s website. 8.2 The Board ensures that all directors and senior management are aware of and comply with the company s reporting responsibilities and disclosure requirements under stock exchange listing rules applicable to the company and in accordance with the company s internal policies and this Charter. 8.3 The Company Secretary is responsible for bringing to the attention of the Board any matter relevant to the company s disclosure obligations. 8.4 The company s policy is to provide timely and sufficient information in appropriate format so as to enable external parties to achieve a sound understanding of the company s performance during any six month reporting period and to achieve an understanding of the key elements of the company s business strategy. 8.5 The company maintains internal policies and procedures and monitors compliance with those policies and procedures in order to protect the confidentiality of its commercially sensitive information. 9. Shareholder Relationships, Meetings and Information, External Communications 9.1 The company facilitates the effective exercise by shareholders of their rights as shareholders by: - taking steps to ensure information about the company is available to all shareholders by means of personal and/or website communication - shareholders to attend general meetings of the company and making appropriate time available at such meetings for shareholders to ask questions of directors and management. Comment (December 2015): Yes complied with. SKYCITY has a good reputation in this area, including with the New Zealand Shareholders Association. 9.2 The Board monitors the relationships of the company with its shareholders and ensures that the intent of this Charter as to communications with shareholders is achieved. 9.3 From time to time, but not less than three times per annum, management reports to the Board the significant shareholdings in the company and the movements in the share register since the previous reporting. 9.4 The company s auditor attends any general meeting of shareholders and is available to answer questions about the conduct of the audits and the preparation and content of the audit reports. Board Charter - Page 9

12 Comment (December 2015): Yes - the PwC audit partner attends annual meetings and are available to respond to questions if asked. The company s solicitors also attend the annual meeting to respond to questions or procedural queries if required. 9.5 The Board monitors the company s procedures and authorities governing the communication of company information to external parties including shareholders, financial analysts and commentators, and the media. The Board requires that only authorised personnel make external comment on the business. 9.6 In this respect, of the Board members, only the chairperson of the Board or the Chief Executive Officer are authorised to make any external comment or statement with respect to the business. The Chief Executive Officer may delegate authority to specified executives to make external comment, as may be appropriate from time to time. 10. Recognition and Management of Risk 10.1 The company maintains a programme for the identification, assessment, monitoring and management of risk to the company s business. The risk management programme is approved and overseen by the Audit and Financial Risk Committee in accordance with the charter for that committee. The Corporate Social Responsibility Committee is responsible for the company s risk management programme in relation to problem gambling. Comment (December 2015): With the recent appointment of a new Group GM Risk, SKYCITY has commenced a refresh of its risk management framework. A new policy, framework, and risk planning process will be presented to the Audit and Financial Risk Committee in February, with ongoing annual refresh and integration into the annual internal audit planning process. Risk management identification, management, and reporting remains the primary responsibility of the business, with monitoring and oversight from the Group GM Risk (Erica Jenkin) and the CRO (Peter Treacy) The company maintains an up to date risk profile for each of its business operations and ensures that business continuity/disaster recovery plans are in place and are well understood throughout the organisation. Comment (December 2015): Risk profiles and business continuity plans continue to have been maintained by the business. These will undergo a significant refresh in 2016 as part of the refresh of SKYCITY s risk management framework The Chief Executive Officer and the Chief Financial Officer are required to state in writing to the Audit and Financial Risk Committee that the statement given to the committee in respect of the integrity of the financial statements (by the Chief Executive Officer and the Chief Financial Officer) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board, and that the company s risk management and internal compliance and control systems are operating efficiently and effectively in all material respects The company maintains business continuity, material damage and liability insurance covers to ensure that the earnings of the business are well-protected from adverse circumstances. Comment (December 2015): Renewed in September 2015, following Audit and Financial Risk Committee approval on levels of insurance, including self insurance. Board Charter - Page 10

13 11. Performance Evaluation 11.1 The Governance and Nominations Committee assesses the role and responsibilities, composition, training and membership requirements for the Board, including the necessary and desirable competencies of Board members, director succession planning, performance evaluation of the Board and its committees, procedures for selection and appointment of new directors, independence of directors, time commitments of non-executive directors, and recommendations for the appointment and removal of directors. The Governance and Nominations Committee determines the process for evaluation of Board and director performance and oversees the process so determined. Comment (December 2015): The company has a formally constituted Governance and Nominations Committee which operates under a Charter and meets once per annum, or more often as appropriate. The Governance and Nominations Committee undertakes the matters as outlined above on an annual and ongoing basis. The last meeting of the Governance and Nominations Committee was in December The Board will review the performance of each committee and the performance of the members of each committee on an annual basis. Comment (December 2015): The Committees review their own performance. Agendas, papers, and minutes of meetings of each Committee are circulated to all directors and directors who are not members of a Committee are able to attend meetings. In this way the board as a whole is well aware of the activities of each committee and how it conducts its business and can raise any matters of concern at any time A formal induction procedure provides new directors with detailed information about the company and the businesses it operates, the company s financial, strategic, operational, regulatory/legislative and risk management position, the company s main policies and procedures, the duties, rights and responsibilities of directors, and the role of the board and its committees. Comment (December 2015): New directors are provided with an induction by senior management personnel and directors are welcome to visit the properties for briefings from management. Board reporting is designed to ensure that these matters are kept up to date for directors following their initial induction Directors are expected to maintain an up to date knowledge of the company s business operations and of the industry sectors within which the company operates. Comment (December 2015): Board reporting is comprehensive and topics of special interest are presented from time to time. Directors to confirm at the December meeting that they are complying with this knowledge requirement All directors have access to the Company Secretary on matters relating to the conduct of the company s affairs, the corporate governance of the company, and on any matter pertaining to this Charter. 12. Remuneration 12.1 The company operates remuneration structures for executive employees which are sufficient and reasonable to attract and retain talented and motivated executives and which clearly define the relationship of remuneration to individual and corporate performance. Comment (December 2015): The company receives independent expert advice on remuneration matters and this information is presented to the Remuneration and Human Resources Committee. There is a clear link between remuneration and performance through the salary setting process and the incentive structures. Board Charter - Page 11

14 12.2 The Board is supported by the Remuneration and Human Resources Committee on matters relating to staffing and personnel (human resources) and remuneration. The Remuneration and Human Resources Committee comprises at least three members, all of whom are non-executive and a majority of whom are independent directors. The role and responsibilities, composition, structure and membership of the Remuneration and Human Resources Committee is set out in the committee s charter which is reviewed/approved by the board on an annual basis. Comment (December 2015): Yes - complied with. The Remuneration and Human Resources Committee Charter and the agendas for meetings cover the matters referred to in Non-Executive Directors 12.3 Non-executive director remuneration is paid in the form of directors fees. Fees may be paid in cash or in shares. Comment (December 2015): Directors fees are paid in cash on a quarterly in arrear Non-executive directors are paid the same base fee but additional remuneration may be paid for additional responsibilities undertaken by any director, at the discretion of the board and subject to the maximum remuneration amount which has been approved by the shareholders of the company. Comment (December 2015): Richard Didsbury was paid $47, in the last 12 months in relation to his additional NZICC responsibilities The chairpersons of the Board and the committees are paid additional remuneration to reflect the additional responsibilities of their positions. Where the Board chairperson is also the chair of a committee, no additional remuneration is paid for that committee chairperson role. Comment (December 2015): The Board Chairman is paid $275,000 per annum and the Deputy Chairman $157,500, and each other non-executive Director is paid $126,000. In addition each ordinary member of the Board s Committees receives $15,000 per annum and the Chairman of the Audit and Financial Risk Committee and the Chairman of the Remuneration and Human Resources Committee each receives $35,000 and the Chairman of the Corporate Social Responsibility Committee receives $25,000 per annum The deputy chairperson of the Board is paid additional remuneration to reflect additional responsibility of the position. The deputy chairperson may be paid additional remuneration for committee work The company s constitution permits the company to make a retirement payment to a director (or his or her dependants), provided that the director was in office on or before 1 May 2004 and has continued to hold office since 1 May 2004, and the total amount of the payment does not exceed the amount determined by the formula set out in the company s constitution, or the payment has been authorised by an ordinary resolution of the company s shareholders. Comment (December 2015): the Board agreed to discontinue retirement allowances effective from 1 July The final remaining Director entitled to such an allowance, Mr McGeoch, retired (and was paid an allowance) in October A director s expenses, reasonably incurred in carrying out their duties as a director are paid for by the company. The Company Secretary may authorise such expenses or refer them for approval to the chairperson, or in the case of the chairperson, to the chair of the Audit and Financial Risk Committee or the deputy chairperson. Comment (December 2015): expenses claimed by directors are light (with relatively few claims received) and are mainly for travel reimbursement. The majority of director travel is arranged and paid for by the company direct to the travel agency rather than to directors individually. Board Charter - Page 12

15 Chief Executive Officer 12.9 The Chief Executive Officer is paid a salary plus performance-related remuneration as approved by the Board. 13. Corporate Social Responsibility 13.1 The Company is committed to maintaining the highest levels of corporate social responsibility objectives and practices The Board is supported by the Corporate Social Responsibility Committee on matters relating to corporate social responsibility. The Corporate Social Responsibility Committee comprises at least three members, all of whom are nonexecutive and a majority of whom are independent directors. The role and responsibilities, composition, structure and membership of the Corporate Social Responsibility Committee is set out in the Committee s Charter which is reviewed/approved by the Board on an annual basis. 14. Internal and External Stakeholders and Community Responsibility 14.1 The company adheres to a Code of Business Practice which is attached as Schedule 3 to this Charter. Comment (December 2015): a copy of the Code of Business Practice is provided to every employee on commencement. Awareness of the ethics and values set out in the Code within the company is assessed as being at a high level. Ethical/ appropriate behaviour by staff at all times in their interactions with customers and as between themselves is strongly emphasised within the company. In addition, a separate Code of Business Practice in relation to International Business activities outside of New Zealand was introduced in Health and Safety The Board of Directors of SKYCITY Entertainment Group recognises its role in leading Health and Safety across the organisation. The Board may, from time to time, nominate a non-executive director as a Board Health and Safety champion to focus on this key area. Comment (December 2015): Sue Suckling has, until recently, performed this role. Overall responsibility for Health and Safety will continue to sit with the Board Vision and Beliefs for Health and Safety The Board Vision and Beliefs for Health and Safety sit above the SKYCITY Workplace Health and Safety Policy. They are: VISION - Our environment will be safe for all who come to us to work, stay or be entertained BELIEFS - As part of SKYCITY Entertainment Group s vision To be the centre of world-class entertainment with casinos at our heart, SKYCITY is committed to providing and maintaining a safe and healthy environment for employees, customers, neighbours, visitors and contractors. Board Charter - Page 13

16 15.2 Targets The Board's target is to reduce the frequency and severity of incidents year on year. Management will provide quarterly monitoring reports to the Board to ensure the target is being monitored and that management is effectively implementing the Board's vision and goals. The monitoring reports will include audit results and information on lead and lag safety indicators. The Board may request additional explanation from management or independent specialists where necessary. In the case of a Catastrophic Event, an independent review with external input may be sought SKYCITY Entertainment Group Health and Safety Policy The Board endorses the Workplace Health and Safety Policy as the formal mode of communication that demonstrates the organisation's commitment to Health and Safety. ---ooo0ooo--- Board Charter - Page 14

17 SKYCITY ENTERTAINMENT GROUP LIMITED TERMS OF APPOINTMENT TERMS OF REFERENCE FOR DIRECTORS 1. Introduction 1.1 SKYCITY Entertainment Group Limited is a company listed on both the New Zealand and the Australian Stock Exchanges. The directors of SKYCITY Entertainment Group Limited are responsible to the shareholders of the company for its corporate and financial performance and are responsible at law and under the rules of the NZX and the ASX for compliance with the applicable legislation and regulations in the jurisdictions within which the company and its subsidiaries operate. Comment (December 2015): The company has been fully compliant with the rules of the ASX and the NZX and the relevant securities and companies law in New Zealand and Australia during the last 12 month period. 1.2 The directors are responsible to ensure that the requirements and the intent of the group s casino licences are complied with at all times. Comment (December 2015): A regulatory report is included in each set of Board papers (General Counsel report) and the Audit and Financial Risk Committee receives an annual report from management relating to regulatory and licensing matters (including compliance, issues, regulatory relationships, etc). 1.3 Under the terms of the Gambling Act 2003, directors of SKYCITY Entertainment Group Limited are deemed to be Associated Persons of the casino licence holders. Each director must complete the Associated Persons questionnaire and be approved by the Department of Internal Affairs in New Zealand before they can be appointed as a director. A director must resign if his or her Associated Persons approval is revoked for any reason. Comment (December 2015): All directors are approved as Associated Persons of the parent company, SKYCITY Entertainment Group Limited. 1.4 Under the terms of the Casino Act 1997 (South Australia) directors are persons in a position of control or significant influence with respect to SKYCITY Adelaide. Directors must complete the Personal History Declaration and be approved by the Independent Gambling Authority and the Liquor and Gambling Commissioner in South Australia before they can be appointed as a director. A director must resign if his or her approval by the IGA or the LGC is revoked for any reason. Comment (December 2015): All directors are approved by the LGC and the IGA in South Australia as persons of control or significant influence. 1.5 Under the terms of the Gaming Control Act (Northern Territory) and the SKYCITY Darwin Casino Operator s Agreement, directors are subject to the approval of the Minister of Racing, Gaming and Licensing. Directors must complete the required information declaration and provide any other information required following their appointment as a director. A director must resign if the Minister declines to give approval for the director, or his/her approval is revoked for any reason. Comment (December 2015): All directors are approved by the Northern Territory Minister of Racing, Gaming and Licensing 1.6 The company s constitution refers to various matters relating to directors. Reference should be made to the constitution as well as to this document. The company s constitution applies to all matters. Board Charter - Page 15

18 2. Responsibilities 2.1 Responsibilities of the directors of SKYCITY Entertainment Group Limited (and its subsidiaries) include but are not necessarily limited to the following: setting the strategic direction and policy of the company ensuring that the company complies with the Companies Act 1993, the Corporations Law (as applicable) and other applicable legislation, New Zealand and Australian stock exchange listing rules and other requirements, Gambling Commission, Independent Gambling Authority, Liquor and Gambling Commissioner, and Northern Territory Director of Racing Gaming and Licensing regulations and/or instructions, and any other applicable requirements of government, casino regulatory bodies or other statutory agencies appointing, reviewing and appraising the performance of the Chief Executive Officer ensuring that the company has in place appropriate corporate governance practices, internal controls and audit procedures and risk management programmes ensuring that the company complies with the intent and the letter of its casino licences attending, participating actively in and contributing to the scheduled and other meetings of the Board and the sub-committees of the company. In this regard, directors need to have adequate time to commit to carrying out their director responsibilities and be available for the scheduled meetings of the Board and its sub-committees as required raising any matters of concern as they arise with the chairperson of the board and/or the Board s committees and/or the Chief Executive Officer as appropriate declaring their other business and/or personal interests which might affect their independent status as a director of SKYCITY Entertainment Group and declaring any potential conflicts of interest which may arise from time to time complying with the SKYCITY Board Charter and its associated support documents complying with the company s Securities Trading Policy which governs the trading of securities in the company by directors complying with the company s Code of Business Practice which governs the way directors and employees conduct themselves and the business activities of the company understanding the duties and responsibilities of a director of a publicly-listed company in New Zealand and Australia developing and maintaining a reasonable understanding and knowledge of the strategic and operational components of the gaming entertainment industry in general and the SKYCITY Entertainment Group businesses in particular. Comment (December 2015): Management believes that all of the above requirements are complied with but directors should affirm (or otherwise) at the Board meeting. 3. Gaming Restriction 3.1 Directors (and staff) are prohibited from gaming at any of the company s casinos Comment (December 2015): This restriction is well understood within SKYCITY and no breaches by Directors have been reported during the last 12 months. Board Charter - Page 16

19 4. Annual Review 4.1 The Governance and Nominations Committee will review and discuss the performance of each director and the performance and effectiveness of the Board on an annual basis. Comment (December 2015): The annual performance review is conducted by the chairman at the end of each calendar year. Last review completed and reported back to directors in February The Board has recently appointed Jane Allen to undertake a performance review. 5. Fees and Expenses 5.1 Non-executive directors will be paid fees, as agreed by the company and approved by shareholders, on a quarterly basis. Expenses incurred in carrying out the responsibilities of the position will be reimbursed. Comment (December 2015): Fees are paid quarterly within the $1,365,000 maximum approved by shareholders at the company s 2014 annual meeting. Expenses are reimbursed but, as referred earlier, travel expenses are where possible paid directly by the company. Other expense claims are for minor items only and are relatively insignificant in amount. 5.2 Fees will be reviewed regularly having regard to fees paid by comparable companies and will recognise the additional responsibilities of Board Chairperson and deputy chairperson roles and committee chairperson roles. The total remuneration payable to non-executive directors is set by shareholder resolution. Comment (December 2015): As noted above, Directors fees were last approved by shareholders at the company s annual meeting in October Fees paid for the year ending 30 June 2015 are within the total amount of $1,365,000 (plus GST if any) agreed by shareholders at the 2014 annual meeting. 6. Chairperson and Deputy Chairperson 6.1 One of the directors is elected by the Board to chair the company. The directors may also elect a deputy chairperson. Election of the chairperson and deputy chairperson is for a 12 month term and will occur at the first meeting following the Annual Meeting of shareholders. Comment (December 2015): Chris Moller, current chairman, was re-elected by the directors at the December 2014 Board meeting. 7. Committee Membership 7.1 The Board has four standing committees - the Remuneration and Human Resources Committee, the Corporate Social Responsibility Committee, the Audit and Risk Financial Committee, and the Governance and Nominations Committee. Each committee is governed by a charter and is responsible for attending to the matters as set out in its charter document. Membership of these committees is determined on an annual basis at the first meeting following the Annual Meeting of shareholders. Comment (December 2015): the membership of these committees was confirmed by the Board at its December 2014 meeting. Board Charter - Page 17

20 8. Public Statements, Media Questions 8.1 Except as specifically authorised, public statements about the company or its activities may be made only by the chairperson of the Board or by the Chief Executive Officer. Comment (December 2015): The company has a strict media policy with only a small number of senior people authorised to speak to the media (or analysts or investors) and this policy is strictly enforced and complied with. Directors, other than MD or Chairman, have not made media comments during the 12 month period. 9. Advisors 9.1 The company has appointed certain legal and accounting advisors to advise directors on any matter pertaining to the company s affairs. Any director who wishes to obtain such advice must first advise the chairperson of the Board or, in his/her absence, the deputy chairperson of the Board or the Chairperson of the Audit and Financial Risk Committee. The cost of such advice will be to the account of the company, not to the account of the director. 10. Induction 10.1 Following appointment, each director will receive an induction to the company. The induction programme will include the following: a copy of the Board Charter and attached schedules a site visit to SKYCITY in Auckland, and other properties as appropriate introductory meetings with the Chief Executive Officer and the Board Chairperson a business briefing with the Chief Financial Officer, General Counsel, and other senior executive personnel as may be appropriate attendance at the company s Harm Minimisation course as soon as practicable after joining Richard Tsiang will hopefully do his HR course in February Involvement in the Company s Affairs 11.1 Directors are encouraged to maintain knowledge and contact with the business operations but should liaise with the Chief Executive Officer or the Company Secretary who will then ensure that the director s enquiry is handled in the most appropriate manner. Comment (December 2015): Management believes that this policy is working well - for confirmation by directors. 12. Confidentiality 12.1 Directors are required to sign the company s standard Confidentiality Declaration at the time of joining the Board. Board Charter - Page 18

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