About Smartpay | Board of Directors | Corporate Governance | News | Company Reports and Documents | Meetings | Presentations
Smartpay Holdings Limited is the listed Company Trading as Smartpay ("NZX:SPY, ASX:SMP")
Smartpay delivers a range of managed merchant services allowing merchants to deal with one organization but realize many benefits.
The Smartpay offer to merchants uses the latest technology to bring them a range of services that is unmatched by any other single company.
We are committed to providing merchants the best in innovative new technologies and will be adding to our managed services packages as these come on stream.
We can also license our technologies to third parties allowing not just local merchants to benefit from innovations we have made.
We are market leaders in a number of areas and are listed on the New Zealand Stock exchange (NZX code : SPY) and the Australian Stock Exchange (ASX code: SMP).
Board of Directors
Ivan Hammerschlag - Independent Chairman
Ivan is an accountant and has extensive experience in retail, property and investment in both listed and unlisted companies in South Africa and Australia. In 1990, he purchased Freedom Furniture which, during Ivan’s years of ownership, grew to sales in excess of A$200 million. Ivan spent 5 years in Australia working alongside private equity fund investors and was executive chairman of five of the businesses purchased by the private equity fund investors. In 2006 Ivan was instrumental in taking control of a retail conglomerate listed on the ASX called RCG Limited. At that time the market capitalisation of RCG was A$8 million and the company was in severe financial stress. Today the business is highly profitable, with a market capitalisation in excess of A$125 million. The business consists of 147 stores selling athletic and lifestyle footwear in Australia and New Zealand. It also has a wholesale division selling international brands into the Australian market.
Ivan Hammerschlag ordinarily resides in Sydney, Australia.
In addition to being Chairman of the Board, Ivan is the Chair of the Board’s Remuneration and Appointments Committee.
Bradley Gerdis - Managing Director
Bradley joined Smartpay in December 2011 bringing to the company expertise and experience in managing high growth payments businesses. He was a founding executive of Customers Ltd, an ASX listed ATM and payments company which grew from start-up to become Australia’s largest ATM operator during his time with the business. Bradley also played a leading role as a founding director in the development of Strategic Payments Services Pty Ltd, a payments processing business in joint venture with Customers Limited, Bendigo Bank Ltd and MasterCard International. Bradley’s experience includes direct investment roles with ANZ Private Equity and Gresham Private Equity. He has held executive and non-executive director positions in both publicly listed and private companies.
Bradley Gerdis ordinarily resides in Sydney, Australia.
In addition to being on the Board, Bradley serves on the Board’s Audit and Finance Committee and Remuneration and Appointments Committee.
Greg Barclay - Independent Director
Greg was a founding principal of Auckland law firm Claymore Partners and currently acts as a consultant to that firm. He specialises in commercial law including corporate structuring, mergers and acquisitions and deals with new enterprises, venture capital and project commercialism. Greg has a law degree from the University of Canterbury and a post graduate diploma qualification in marketing from Auckland University and is a member of the New Zealand Institute of Directors. He is a past or present director of some high profile New Zealand corporate or sporting entities including Rugby Sales LP (a partner in the commercial programme for Rugby World Cup 2011) and Experience Group (a leading national sports and event management company). He is currently a director of New Zealand Cricket and a former chairman of Northern Districts Cricket. He is a chairman of Pacific Forest Products Group (a significant log and export marketing company in New Zealand) and currently chairs Franchised Businesses Limited (the largest franchise company in New Zealand with over 700 Green Acres and Hire-A-Hubby franchisees).
Greg Barclay ordinarily resides in Auckland, New Zealand.
In addition to being on the Board, Greg serves on the Board’s Remuneration and Appointments Committee and Audit and Finance Committee.
Matthew Turnbull - Independent Director
Matthew Turnbull is a Chartered Accountant and is a member of the New Zealand Institute of Chartered Accountants. He commenced his career with PWC (then PriceWaterhouse) and has over 20 years’ experience providing accounting and corporate advisory services.
Matthew has a detailed understanding of Smartpay, having assisted the company in the 2012 recapitalisation and restructure, and the recent acquisition of Viaduct.
Matthew Turnbull ordinarily resides in Auckland, New Zealand.
In addition to being on the Board, Matthew serves on the Board’s Remuneration and Appointments Committee and is the Chair of the Audit and Finance Committee.
Corporate Governance Statement
This section of the Annual Report provides an overview of Smartpay's main corporate governance policies, practices and processes adopted and followed by the Board.
The Board of Smartpay Holdings Ltd is committed to the guiding values of the company as being:
- Australasian focused
- Pursuit of excellence
- Integrity, and
It has put in place the following measures to assist with achieving high ethical standards and to meeting its guiding values:
- Ethics Policy and Code of Conduct
This policy and code articulates acceptable practices for board members, senior executives and employees and guides all in compliance with their ethical, legal and statutory obligations.
- Trading in Smartpay Securities
Directors, officers, employees and contractors of Smartpay are subject to limitations on their ability to trade in Smartpay securities in accordance with the company's Securities Trading Policy, the NZSX Listing Rules and the Securities Markets Act 1988. This policy has recently been updated in line with the ASX Listing rule requirements in anticipation of the company's ASX listing.
- Avoiding Conflicts of interest
To maintain integrity in decision making each Director must advise the Board of any potential conflict of interest. If a significant conflict exists the Director concerned will have no involvement in the decision making process relating to that matter. In accordance with its legal requirements the company maintains an Interests Register in which relevant transactions involving directors and officers of the company are recorded.
- Disclosure and Communications Policy
The company is committed to providing forthright, timely, accurate, complete and equal access to information and has developed this policy to commit the company to the continuous disclosure obligations.
- Director re-election
Under the terms of the constitution, one third of Directors (two) are required to retire by rotation at the annual meeting of the Company but may seek re-election at that meeting. At the annual meeting of shareholders held on 20th September 2012 Bradley Gerdis and Ivan Hammerschlag stood for re-election and were re-elected by the shareholders as Directors of the Company.
The Board has ultimate responsibility to shareholders for the proper direction and control of the Company's activities. This includes strategic direction, capital expenditure, policy determination, and stewardship of the Company's assets, risk management, legal compliance and monitoring management performance. The Board guides and monitors the affairs of Smartpay on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board operates under a Board Charter which is available on the Company's website which identifies the measures it takes to meeting these responsibilities:
The Board has delegated day to day responsibility for the leadership and management of the Company to the Managing Director, who is required to do so in accordance with the Board Charter, Board direction and within the guidelines agreed in the Annual Budget, Strategic Plan and Delegated Authorities.
- Board composition and focus
The Board recognises the importance of independent directors in ensuring an optimal balance between board members who are able to bring a wide range of business experience and skills and those with direct company knowledge and operational responsibility. It has three independent directors, one of whom is the chairman, and one executive director in the Managing Director. Individual board members work directly with management on major initiatives. The Board generally meets every alternate month to review business operations and performance.
- Director Board Meeting Attendance
Directors' board meeting attendance is monitored and, as required by the constitution, if a director misses more than three consecutive meetings without leave being granted by resolution of the Board the position is vacated. For the period all Directors were present at all board meetings.
The Board recognizes that its Committees add to the effectiveness of the Board by being able to provide a more detailed analysis of key issues and help to bring a degree of efficiency to decision making. The Board regularly reviews its Committee structure and Board Charter and have approved the terms of reference for two Committees. Each Committee is empowered to seek any information it requires from employees and to obtain independent legal or other professional advice it may deem necessary:
- Audit and Finance Committee
The Committee's terms of reference require it to consist of three Directors, at least two of whom must be independent. They review financial data and facilitate the annual audit, they meet at least four times a year. The Committee's Board approved terms of reference are contained within the Board Charter which is available on the Company's website.
Matthew Turnbull (Chair of the Committee)
The current composition of Smartpay's Audit and Finance Committee differs from the principles set out in the NZX Code to Corporate Governance. The role of Bradley Gerdis on the Committee means that the Audit and Finance Committee does not consist only of non-executive directors. However, the Board believes that the current composition of the Audit and Finance Committee is the most appropriate means for discharging its responsibilities and duties.
- Remuneration and Appointments Committee
The Committee's terms of reference require it to consist of at least three non-executive directors of the Company. It is constituted to approve appointments and terms of remuneration for senior executives of the Company, review and agree terms of any bonus incentive or share option scheme; it meets at least once a year. The Managing Director submits recommendations to the Committee for consideration. Its' Board approved terms of reference are contained within the Board Charter which is available on the Company's website.
Ivan Hammerschlag (Chair of the Committee)
Disclosures, Shareholder & Stakeholder Communication
Smartpay has written policy and procedures in place to keep investors and staff informed of all material information about Smartpay and to ensure compliance with its continuous disclosure obligations under legislation and stock exchange listing rules. Its' Board Charter and policies of public relevance are published on its website at www.smartpayltd.com
Remuneration and Performance Management
It is the Company's objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions.
Smartpay has a performance management system which includes detailed job descriptions, key performance indicators and regular appraisals which applies to all employees including the executive management group. The business's remuneration policies are reviewed by the Remuneration & Appointments Committee and are designed to link directly to the performance and development processes to ensure the achievement of business goals are appropriately recognised and rewarded.
- Non Executive Directors
Smartpay's non executive directors are paid a basic fee as ordinary remuneration for their appointment as Director of the company. In addition they may be paid extra remuneration for their membership of board appointed Committees and in consideration for their appointment as Chairman or Deputy Chairman. The level of remuneration to be paid is reviewed annually by the Remuneration and Appointments Committee who consider the skills performance, experience and level of responsibility of the Directors in undertaking the review and is authorised to obtain independent advice on market conditions.
- Board Evaluation
The Directors review the Board's own performance, including the individual performance of the Chairman and the Non-Executive Directors. Oversight of this process is the responsibility of the Chairman. The Remuneration and Appointments Committee is responsible for succession planning and the Board has an orientation and education policy for all board members to ensure that each member is able to appropriately and effectively perform their duties.
Smartpay takes a proactive approach to risk management and reviews major decisions and deals with a view to every potential risk that the Company may be exposed to as a result. The Board is responsible for ensuring that risks and opportunities are identified on a timely basis and that the Group's objectives and activities are aligned with the risks and opportunities identified by the Board. Risk mitigation strategies are updated on an ongoing basis as required.
Independence of External Audit
The Audit and Finance Committee regularly reviews the external audit function and makes recommendations to the Board. At the Annual General Meeting in September 2012 shareholders were asked to approve the appointment of new auditors KPMG.
The Board has not yet adopted a Diversity Policy however it is committed to the establishment and maintenance of appropriate ethical standards and in its recruitment practices is committed to recruiting individuals with the appropriate skills and qualifications required for the role. Its Ethics Policy and Code of Conduct includes policies against discrimination. The business is committed to ensuring that the rights of all people to obtain and hold employment without unlawful discrimination are upheld and its Staff Handbook details its policy and implementation procedures to ensure all employees are treated fairly and with dignity and respect. This will be monitored as the company develops and if deemed necessary an appropriate diversity policy may be established.