Global Women wants 30% target for female directors in updated NZX code

Women comprised 16% of board members and 28% of senior management at December 2015.

Diversity champion Global Women wants to see a minimum target of 30% female board composition of NZX-listed companies as a best-practice standard benchmarked globally by 2020.

The leadership lobby group included the target in a submission to the NZX's proposed changes to corporate governance reporting requirements, the first review since 2003.

According to New Zealand's gender diversity statistics, women comprised 16% of board members and 28% of senior management at December 2015. That compares to 21.5% of women on ASX200 boards and 26% on the UK's FTSE100 boards.

The Human Rights Commission, in its latest submission to the NZX, says the number of female directors has increased by only 5% since 2013.

Global Women says mandatory reporting on board composition and transparency of diversity policies in listed companies, consistent with the ASX requirements and the New Zealand Corporate Governance Forum guidelines, is an effective way of delivering considerable financial and non-financial benefits to New Zealand.

While stopping short of calling for quotas, the group says without visible and clear gender targets, "progress to parity simply will not be achieved."

It also wants to see the objectives and reporting expanded beyond senior management and board gender diversity to include pay equity and other types of diversity, particularly ethnicity given New Zealand's rapidly growing Asian and Pacific Island populations.

The overall gender pay gap across public and private sectors is at 11.8%, up from 9.9% in 2014.

NZX's draft document recommends issuers develop a diversity policy but doesn't prescribe what should be in it, leaving it up to listed companies to determine appropriate metrics and targets to report to and seek to meet. Existing reporting requirements in the listing rules on diversity policies will remain mandatory in the code.

The Ministry for Women says a rule review later in the year should also consider how the NZX could further strengthen diversity requirements, pointing to work undertaken by Mervyn Davies in the UK which recently set a new minimum target of 33% for women's representation on boards of FTSE 300 companies within the next five years.

Global Women and law firm Chapman Tripp also called for the NZX to establish a corporate governance council, similar to the one set up by the ASX in 2002 to bring together business, shareholder, and industry groups to improve governance and reporting practices.

The law firm says providing a forum for the various stakeholders to discuss their views will assist in developing one single code for NZX issuers to comply with rather than the various stakeholders publishing their own views as has already occurred with the corporate governance forum and which it understands the NZ Shareholders' Association is also considering.

The New Zealand Superannuation Fund says it is concerned that in several respects the New Zealand market is falling behind international standards, ranking 15th out of 25 countries in a 2014 KPMG ACCA review of corporate governance requirements.

Fund chief investment officer Matt Whineray expressed disappointment its submission in the first round of consultation had largely been ignored in the "comply or explain" recommendations, with the revised NZX code having a heavier reliance on commentary that can be "easily ignored."

Both the super fund and the Corporate Governance Forum say reporting on environmental, social, and governance (ESG) factors are now considered best practice in leading corporate governance guidelines. The NZX's consultation document notes New Zealand is behind but then leaves it to a generic statement in the commentary, Mr Whineray says.

The forum says while the updated code is a good improvement, there are important areas of weakness and a number of recommendations were "too generic to be meaningful, important points of governance had been downgraded to commentary, compared to, for example, the ASX corporate governance code, and the use of conditional wording undermines the rigour of the code as currently drafted."

It suggests better clarity in three key areas – board composition and performance, reporting and disclosure, particularly on risk, and respect for shareholder rights.

One example is the draft code being silent on shareholders' rights on material transactions that can transfer or destroy shareholder value. The code also doesn't provide recommendations for protecting the proper exercising of shareholder rights at annual or special shareholder meetings.

After considering feedback, the NZX hopes to get approval from the Financial Markets Authority for the revised code by the end of this year for implementation in the first quarter of 2017.



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