Corporate Governance Principles & Policy
The Board of Directors has adopted Best Practice standards of governance and will continue every endeavour to communicate effectively with its shareholders.

Role of the Board

The directors of Southern Travel Holdings Limited are elected by the shareholders to direct and supervise the management and affairs of the Company as part of the Board of directors. The Board establishes the Companyís strategic objectives, overall policy framework within which the business of the Company is conducted, and confirms strategies for achieving these objectives. The Board monitors managementís performance and ensures the procedures are in place to provide effective internal financial controls.

The Board seeks to add long-term value to the Companyís shares for the benefit of shareholders having appropriate regard to the interests of all significant stakeholders. In setting and assessing the objectives of the Group and management, the Board does so with the intent to strengthen the performance of the Group.

The financial statements of the Group are presented to the Board at each board meeting with reforecasts and budgets presented at appropriate times throughout the financial year. The Board regularly reviews the affairs and direction of the Group and assesses the need to inform shareholders and market participants of matters arising to meet the requirements of the continuous disclosure regime.

The Board aims to ensure that shareholders are informed of all major developments affecting the Groupís state of affairs. Information is communicated to shareholders in the annual report and interim reports, media announcements, and through the market announcement platform of the Unlisted Exchange. The Board encourages full participation of shareholders at the annual meeting and shareholder identification with the Groupís strategies and goals.

The directors are committed to continually improving the operation of the Board and its corporate governance practices.

Board Composition

The Board currently comprises of four non-executive directors including the chairman. The directors work closely with senior management, but the Board remains independent of management. There are no executive directors. The Board and its committees meet on a regular basis throughout the year.

The Board considers that John King is an independent director, and Rodney Walshe and Kiyomi Gunji are non-independent directors due to their shareholding interests in the Company.

The experience and skills of directors are considered in assessing the composition of Board and maintaining a Board with an appropriate balance so as to represent the interests of shareholders and stakeholders. One third of directors, or the number nearest to one third, is required to retire by rotation at each annual meeting of shareholders. The director to retire is the director who has been longest in office since their last election. A director retiring by rotation may, if eligible, stand for re-election.

Committees of the Board

Due to the size of the Company and its Board, the benefits of operating committees outside the full Board are more limited than larger companies; however the directors ensure that separate meetings are scheduled to provide an appropriate level of focus on specific committee responsibilities and issues.

Audit and Finance Committee:
The Audit and Finance Committee comprises all members of the Board and meets as a discrete committee. Management attends meetings of the committee when determined as appropriate.

The functions of the Audit and Finance Committee are set out within the Audit and Finance Committee charter, which is reviewed on an annual basis. The functions include reviewing the integrity and compliance matters relating to the interim and annual financial statements, and releases to the New Zealand Exchange, and reviewing and assessing the system of internal controls including those internal controls which are intended to enable the preparation of financial statements that are free from material misstatement. The committee also provides recommendations regarding the remuneration, appointment and removal of the auditor, and reviews the independence of the external auditors and the non-audit services they may perform.

Remuneration Committee:
The Remuneration Committee comprises all members of the board and meets as a discrete committee. During the 2011 financial year John King assumed the position of chairman of the committee. Management attends meetings of the committee when determined as appropriate. Rodney Walshe does not participate in decisions or discussions relating to the remuneration or performance of the chief executive officer (Jacqui Walshe).

The functions of the Remuneration Committee are set out within the Remuneration Committee charter, which is reviewed on an annual basis. The functions include reviewing and determining the remuneration policies relating to the chief executive officer, senior executives of the Group, and the remuneration of directors.


Hayes Knight Audit are the current auditors of the Group.

The Audit and Finance Committee reviews the independence of the external auditor on a regular basis.