Corporate Governance Rules




4688 NEW ZEALAND GAZETTE, No. 185 7 NOVEMBER 2005

(b) an agreement, arrangement or other transaction entered into, or proposed to be entered into, by ARH;

"Interested" means where a Director:

(a) is a party to, or will or may derive a material financial benefit from the matter; or

(b) has a material financial interest in another party to the matter; or

(c) is a director, employee, or trustee of another party to, or person who will or may derive a material financial benefit from, the matter, not being a party or person that is a member of the ARC Group;

(d) is the parent, child, or spouse or de facto partner of another party to, or person who will or may derive a material financial benefit from, the matter; or

(e) is otherwise directly or indirectly materially interested in the matter,

(and "Interest" will be interpreted accordingly).

However, a Director is not interested in a matter if his or her interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence him or her in carrying out his or her responsibilities under these Rules, the Act or any other enactment.

10. Directors’ Remuneration & Other Benefits

10.1 Remuneration & Benefits

The Board may, subject to the prior written approval of the ARC, authorise:

(a) the payment by ARH of remuneration or the provision of other benefits (including reimbursement of reasonable travel, accommodation and other expenses incurred by the Director relating to the Director’s attendance at meetings or otherwise relating to the activities of ARH) by ARH to a Director for services as a Director (but not in any other capacity); or

(b) the entering into of any agreement by ARH to do those things.

10.2 Interests Register Details

The Board will ensure that forthwith after authorising the making of such payment or the provision of such benefit or the entering into of such agreement, particulars of that payment, benefit or agreement are entered in the Interests Register in relation to the relevant Director.

11. Indemnity & Insurance for Directors & Employees

11.1 Protection from Liability

A Director or employee of ARH is not liable for any liability of ARH by reason only of being a Director or employee of ARH.

11.2 Indemnity - Costs of Proceedings

ARH may indemnify a director or employee of any ARH Group member for any costs incurred by him or her in any proceedings:



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Online Sources for this page:

VUW Te Waharoa PDF NZ Gazette 2005, No 185


Gazette.govt.nz PDF NZ Gazette 2005, No 185





✨ LLM interpretation of page content

🏘️ Rules of Auckland Regional Holdings (continued from previous page)

🏘️ Provincial & Local Government
26 September 2005
Rules, Auckland Regional Holdings, Local Government, Directors, Remuneration, Indemnity, Insurance