New Zealand

Paromita (Mita) Chatterjee, Associate
Paul Hastings (Washington)

New Zealand has historically had a strong record of promoting diversity in its government.  With over 213 ethnicities, it is one of the most diverse countries in the world.  While New Zealand’s corporate governance best practice guidelines have advocated board diversity, corporate boards have been slow in appointing diverse boards.  As of 2017, women only held 19% of director positions on companies listed on the New Zealand Stock Exchange (NZX),¹ up from 12% in 2013.²

Governmental Initiatives

Although the New Zealand government has not set diversity quotas for Boards in the private sector, it has taken action to increase diversity representation within its own ranks. In 2011, New Zealand’s government committed to increasing the number of women on government boards and committees by 2015.³   To this end, the Ministry for Women nominated female directors to state sector boards and committees, and worked to identify future female leaders. In 2017, Women’s Minister Paula Bennett announced that the government had reached its target of appointing 45% of women to state sector boards and committees.⁴  New Zealand’s government now aims to have 50% female representation on state sector boards by 2021.⁵

NZX – A Change in Approach

The country’s private sector has also created initiatives to increase awareness and transparency regarding corporate diversity. Since 2012, for example, the NZX adopted the Diversity Listing Rule, which amended the NSZX/NZDC Listing Rules⁶ to require NZX-listed companies to disclose in their Annual Report quantitative data on the gender breakdown of the Directors and Officers, including comparative figures for the prior financial year, and to self-evaluate their performance with respect to their own diversity policies.⁷ NZX currently publishes aggregated statistics of this information on its website.

The NZX Corporate Governance Code then built upon these diversity disclosure requirements when it revised the Code in 2017.  Under the new Code, NZX-listed companies are now encouraged to have a written diversity policy that requires the board (or a relevant committee of the board) to set measureable objectives, such as specific numerical targets, and annually disclose how the issue is progressing towards its policy goals.⁸   The Code’s commentary makes clear that issuers should consider diversity more broadly than just gender to ensure that the listed companies get a wide mix of experiences and perspectives on the board and throughout their organizations.⁹   As of 2017, 51% of the NZX Main Board issuers reported having a diversity policy.  

In addition, listed companies are now required to explain how, and the extent to which, they have followed the diversity recommendations set out in the new Code. The issuer is required to state the period for which the relevant recommendations have not been followed, its reasons for not following the relevant recommendations, and any alternative governance practice adopted.

Public Advocacy Efforts

Non-governmental policy groups also have taken up the cause of increasing diversity in New Zealand’s government and corporate boards.  For example, in mid-2015, Women on Boards New Zealand was incorporated as a division ofGovernance New Zealand, an independent body concentrated on governance practices.  Women on Boards helps qualified women obtain their first board position by providing tools and trainings.¹⁰

Conclusion

New Zealand still has a long way to go in getting more women into corporate boardrooms.  Although the changes to the NZX Corporate Governance Code represent a positive step forward, many advocates caution that these policies are not yet enough. As Julie Hardaker, chairwoman of Women on Boards New Zealand, explained: “Policies are well and good and important, but they are meaningless unless they are implemented into practice, they are reported on and someone is accountable for their delivery.”¹¹