Spark New Zealand : 2023 Annual Corporate Governance Statement

Ethical Standards

Recommendation 1.1

policies, either through the Honesty Box

The board should document minimum

confidential whistle-blowing online portal or

standards of ethical behaviour to which the

other avenues.

"Directors should set high

issuer's directors and employees are

Training on the Code of Ethics and how to

expected to adhere (a code of ethics).

apply this is delivered to all employees

standards of ethical behaviour,

Spark has an integrated company-wide

through Spark's learning management

model this behaviour and hold

compliance framework. A Code of Ethics

system online modules. This training forms

management accountable for

(which applies to all employees) and a

part of the onboarding journey for new

Directors' Code of Ethics, together set out

employees and annual completion of the

these standards being followed

the standards by which Spark people are

module for existing employees is required to

throughout the organisation."

expected to conduct themselves.

maintain compliance. We reinforce this

The codes provide guidance on decision-

training through regular reminders from

People Leaders and broader internal

making and set out to instill a culture of

communications (emails and intranet articles)

acting lawfully, ethically and responsibly. The

across the business. The module content is

Code of Ethics contains links to Spark's core

reviewed annually and updated to reflect any

policies and details Spark's values and

code/policy changes, if necessary. We also

expected behaviours. It also sets out Spark's

embed relevant aspects of the Code into

approach to conflicts of interest, bribery and

Spark 'plays'. Plays are one-page online

corruption, gifts and hospitality,

guides on how to carry out common activities

confidentiality, use of assets and information,

at Spark. The Directors' Code of Ethics is

and compliance with laws. Also set out in the

provided to new directors as part of their

codes are Spark's compliance escalation

induction.

procedures that are designed to be used to

Copies of the Code of Ethics and the

report breaches of Spark's legal obligations,

the codes themselves and other Spark

Directors' Code of Ethics can be found at:

www.sparknz.co.nz/about/governance

Ethical Standards

Recommendation 1.2

An issuer should have a financial product

dealing policy which applies to employees

"Directors should set high

and directors.

The Insider Trading Policy and the Disclosure

standards of ethical behaviour,

Policy (together with the associated

model this behaviour and hold

procedures for implementation) are two of

Spark's core policies that address the

management accountable for

treatment of material information and trading

these standards being followed

in Spark and other issuers' financial products

throughout the organisation."

while in possession of material information.

The Insider Trading Policy and Disclosure

policies apply to all directors, senior

managers and employees of the Spark group

of companies. Copies of the Insider Trading

Policy and the Disclosure Policy can be found

at: www.sparknz.co.nz/about/governance

Board Composition

A key factor in Spark's long-term growth

When recommending a candidate to act as

and Performance

framework is strong governance, with focus

director, the NOMs takes into account factors

areas including proactive risk management

including the candidate's experience,

policies and having a diverse Board.

qualifications and personal qualities. In doing

Recommendation 2.1

so Spark will undertake appropriate checks,

"To ensure an effective board,

including the candidate's character,

The board of an issuer should operate

education, criminal record and bankruptcy

there should be a balance of

under a written charter which sets out the

history. The NOMs will review the candidate's

independence, skills, knowledge,

roles and responsibilities of the board.

skills and experience relative to the Board

The board charter should clearly distinguish

experience and perspectives."

skills matrix to determine whether they will

and disclose the respective roles and

augment the existing Board skillset and

responsibilities of the board and

assess their availability to commit themselves

management.

to the role.

The Board of Directors is elected by

If the Board appoints a new director during

shareholders to protect and enhance the

the year, that person will stand for election by

value of the assets of Spark in the interests of

shareholders at the next annual meeting.

Spark and its shareholders. The Board has

Shareholders are provided with relevant

statutory responsibility for the affairs and

information on the candidates standing for

activities of Spark, which in practice is

election in the notice of meeting.

achieved through delegation to the Chief

Recommendation 2.3

Executive Officer (CEO) and those who are

charged with the day-to-day leadership and

An issuer should enter into written

management of Spark. The CEO has, in some

agreements with each newly appointed

cases, formally delegated certain authorities

director establishing the terms of their

to direct reports and has established an

appointment.

empowerment framework that sets out

Each director has a signed letter of

decision rights at Spark.

appointment or employment agreement

More information regarding the respective

setting out the terms of their appointment,

roles and responsibilities of the Board and

including their duties, terms, conditions of

management is set out in the Board Charter,

appointment, expectations of the role and

which can be found at: www.sparknz.co.nz/

remuneration. Spark directors have no

about/governance

fixed term of office but are subject to the

The Board regularly reviews and assesses

retirement provisions contained in Spark's

Constitution and relevant stock exchange

Spark's governance structures and

listing rules.

processes to ensure that they are consistent

with international best practice in both form

Recommendation 2.4

and substance.

Every issuer should disclose information

Recommendation 2.2

about each director in its annual report or

Every issuer should have a procedure for the

on its website, including:

a. a profile of experience, length of service

nomination and appointment of directors to

and ownership interests;

the board.

The procedures for the appointment and

b. the director's attendance at board

meetings; and

removal of directors are governed by Spark's

Constitution, the Companies Act 1993 and

c. the board's assessment of the director's

relevant stock exchange listing rules.

independence, including a description

Recommendations for nominations of new

as to why the board has determined

the director to be independent if one

directors are generally made by the

of the factors listed in table 2.4 applies

Nominations and Corporate Governance

to the director, along with a description

Committee (NOMs) and considered by the

of the interest, relationship or position

Board as a whole. External consultants are

that triggers the application of the

from time to time used to access a wide base

relevant factor.

of potential candidates and to review the

suitability of candidates for appointment.

Board Composition

A biography of each Board member can be

For more details on the importance of

and Performance

found on Spark's website, see

diversity, equity and inclusion at Spark, and

www.sparknz.co.nz/about/directors, and

reporting on our workforce demographics,

at page 78 of the 2023 Annual Report.

please see the 'Creating value for our people'

The Board skills matrix that outlines the

section of the 2023 Annual Report.

"To ensure an effective board,

qualifications, capabilities, geographical

Recommendation 2.6

there should be a balance of

location, tenure and gender of each member

Directors should undertake appropriate

of the Board can be found in the 'Our Board'

independence, skills, knowledge,

training to remain current on how to best

section of the 2023 Annual Report.

perform their duties as directors of an issuer.

experience and perspectives."

Board and Committee meeting attendance

The Board introduces new directors to

can be found at page 143 of the 2023

management and the business through

Annual Report.

specifically tailored induction programmes,

The Board's statement regarding Director

depending on their needs. All directors are

regularly updated on relevant industry and

independence can be found at page 144 of

company issues. This may include visits to

the 2023 Annual Report.

Spark operations and briefings from key

Recommendation 2.5

Leadership Squad members or external

An issuer should have a written diversity

experts. There is an ongoing programme of

policy which includes requirements for the

presentations to the Board by management

board or a relevant committee of the board

from across Spark. From time to time the

to set measurable objectives for achieving

Board also receives educational briefings from

diversity (which, at a minimum, should

companies in relevant industries and relevant

address gender diversity) and to assess

consultants and academics. The Board

annually both the objectives and the entity's

expects all directors to undertake continuous

progress in achieving them.

education so that they may appropriately and

Spark's Board believes that building a diverse

effectively perform their duties.

and inclusive team that reflects the country's

Recommendation 2.7

rich diversity speaks to our role as a major

The board should have a procedure to

New Zealand company and shows leadership

regularly assess director, board and

in areas important to society. Improving

committee performance.

diversity is a company-wide ambition that

The Board regularly discusses governance

encompasses the Board. The Board also

and performance and annually reviews its

believes that a highly inclusive, adaptive

own performance as a whole against the

culture will unlock future growth and

Board Charter and each Committee's

ultimately deliver enhanced customer

performance against its Charter. The Chair

experiences and business performance. One

meets with directors to discuss the

of Spark's major initiatives is the Blue Heart

performance of each director individually.

Pledge, which is an individual's personal

commitment to support a 'heart-led'

Board evaluations are undertaken annually to

approach to diversity and inclusion at Spark.

seek director and Leadership Squad

Spark's Diversity and Inclusion Policy sets out

feedback on a range of matters relating to

Board performance, including its role and

the requirement for the Board to set and

composition and engagement with

review measurable objectives for achieving

management, shareholders and stakeholders.

diversity each year. The Human Resources

The collective results of the evaluation are

and Compensation Committee (HRCC)

then reported to the Board by the Chair and

annually reviews and reports to the Board on

discussed individually with directors. Further,

the relative proportion of gender diversity

every three years it is the usual practice of the

that makes up Spark's workforce and

Board to engage an external consultancy to

recommends objectives to the Board. A copy

perform the Board evaluation with the latest

of Spark's Diversity and Inclusion policy can

external evaluation being undertaken

be found at:

between March and June 2023.

www.sparknz.co.nz/about/governance