Corporate Governance

The Board is committed to upholding standards in corporate governance, business behaviour and accountability in order to promote investor confidence. Consistent with this, the Board has endorsed the Corporate Governance Best Practice Code set out in the NZX Listing Rules and the ASX Corporate Governance Principles and Recommendations.

Role of the Board

The Board has ultimate responsibility for the strategic direction of Metroglass and for supervising Metroglass’ management for the benefit of its Shareholders. The Board’s responsibilities include setting and overseeing the execution of Metroglass’ strategy, and supervising management in the operation of Metroglass’ business. The Board has adopted a Charter recording its commitment to best corporate governance practices. The Board Charter describes the specific responsibilities, values, principles and practices that underpin the role of Directors on the Board.

The Board Charter does not attempt to provide a complete record of all of the formal and informal rules associated with the role of the Board and should be read in conjunction with the Constitution and relevant laws, regulations, codes and guidelines.

The Board currently plans to meet not less than ten times during the financial year, including sessions to consider Metroglass’ strategic direction and business plans. Video and/or phone conferences will be used as required.

The Board has not, at this stage, adopted a Diversity Policy. It intends to conduct an overall review of Metroglass’ diversity practices and statistics prior to adopting any Diversity Policy.

Audit and Risk Management Committee

The Board has established an Audit and Risk Management Committee, as a sub-committee of the Board. The Audit and Risk Management Committee is responsible for overseeing the risk management (including treasury and financing policies), treasury, insurance, accounting and audit activities of Metroglass, and reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the performance of external auditors, reviewing the consolidated financial statements and making recommendations on financial and accounting policies.

The members of the Audit and Risk Management Committee are Russell Chenu (Chairman), Bill Roest and Sir John Goulter KNZM, JP..

Nominations Committee and Remunerations Committee

The Board established separate Nominations or Remuneration sub-committees in late 2016. The members of the Nominations Committee are Sir John Goulter KNZM, JP (Committee Chairman) and Bill Roest, and the members of the Remuneration Committee are Peter Griffiths (Committee Chairman) and Gordon Buswell.

Policies

Constitution

Code of Ethics

Market Disclosure Policy

Share Trading Policy

Charters

Audit and Risk Committee Charter

Board Charter

Nominations Committee Charter

Remuneration Committee Charter