NZ Securities Commission & Directors Institute, Just Who’s Interests Are They Looking After?

NZ Securities Commission & Directors Institute

Who’s Interests They Are Looking After?

 Nicki Crauford CEO NZ Directors Institute

 Genisis Corporate Board Profile

Dr Nicki Crauford’s 25 years’ experience in engineering and business makes her well-qualified for her appointment to the board of Genesis Power.

As a teenager growing up in a family of stockbrokers and lawyers in England, she decided she wanted to break with tradition and become a chemical engineer. “Chemistry was my best subject and I was fascinated how a chemical reaction in a lab can be turned into an industrial process and how we can use that knowledge,” she said.

She gained a doctorate in engineering (fluid mechanics and combustion), worked in Cambridge and London for a period before travelling to Australia and New Zealand. On returning to England, she discovered the job market was extremely tight – 100 job applications resulted in just one interview.

She applied for residency in New Zealand, intending to stay for only a year or two, and eventually married a New Zealander. She has been here 12 years.

During her career in the UK and New Zealand, she has worked in a variety of roles in oil, gas, electricity and banking. She was appointed Chief Executive of the Institute of Directors 18 months ago. This work fulfils an interest in developing the most from people and she is closely involved with the Institute’s director accreditation scheme. She is the first woman to become the Institute’s chief executive.

Dr Crauford and her husband, Steve Martin, decided that she would work-full time and he would care for their two young children. The arrangement allows her to further develop her executive career while enabling Steve to study for a degree in computer science.

“Some jobs just cannot be done part-time and you can’t do everything. My advice for women, or anyone, is to arrange your expectations to suit what you are able to do.

“Make decisions based on your skills and the needs of your family. Sometimes the cards you are dealt are not perfect, but play the cards you have to your best advantage and don’t waste time

thinking they could have been better. You succeed by just getting on with it.”

 

The same Nicki Crauford involved with the disasterous

Transpower Cross Border Lease Deal described by John

Key as “Labours Winebox Affair”

From 2007 New Zealand Board of Directors CEO profile

 1. Nicki Crauford BSc (Hons), PhD, FIPENZ, FAICD, MInstD
Nicki has been Chief Executive of the Institute of Directors for four years. Previously she held senior executive positions in the oil, gas, electricity and banking sectors in the UK and in New Zealand.
Before joining the IoD, Nicki was with Transpower New Zealand for a period of nine years where she held several positions including General Manager Strategy.
                     
SI grid in US cash shock

The Press

21-4-2008

Future ownership of the South Island’s high-voltage electricity grid may be at risk as the international financial crisis hits the United States bank that now owns it.

Wachovia, the fourth biggest bank in the US, effectively bought the southern grid from Transpower in December 2003 for more than $700 million.

The takeover was done in a highly controversial and secretive tax-avoiding deal that raised concerns when details were uncovered by The Press in 2005.

Last week, US newspapers reported Wachovia had been hard-hit by the financial crisis related to the mortgage market.

It has had to raise extra money, its share price has plummeted to less than half that at this time last year, and it has posted a first-quarter loss of $US393m ($NZ497m).

The bank’s woes are raising fears in New Zealand that if it goes under, or if it uses the South Island grid as security on borrowings, a strategic New Zealand asset could be up for grabs by creditors.

 Full article here:    http://www.stuff.co.nz/business/377666

 

    Sale and leaseback may cost millions of

dollars

By MARTA STEEMAN – The Press

14-3-2009
Transpower may have to pay millions of dollars from its sale and leaseback of the South Island grid because of the collapse of the United States banking system.

Yesterday, Transpower reported an underlying half-year profit of $67.5 million from $53.3m in the previous 2007 half-year.

US bank Wachovia bought the South Island grid and leased it back to Transpower in a deal in 2003 to save Wachovia tax and provide a big boost for Transpower’s coffers.

Transpower’s half-year report said the state-owned national grid operator, guarantor for the deal, could be “exposed” in two ways but did not say by how much. Chief executive Patrick Strange said the liability could “easily be millions of dollars” but Transpower considered the chances of that happening “remote”.

Full article here: http://www.stuff.co.nz/business/industries/2260339/Sale-and-leaseback-may-cost-millions-of-dollars

Nicki Crauford response to tougher financial regulations;

 IOD supports tougher insider trading law A recent story in the NZ Herald could give people the impression that the Institute of Directors doesn’t exactly approve of proposed legislation changes that provide tougher penalties for insider trading. Not the case, says IOD chief executive Nicki Crauford. “Insider trading is effectively stealing, so something that says we can’t do it is absolutely fine with us. We’re in favour of robust securities legislation because we don’t want to create the perception that our directors are a bunch of cowboys.” Neither does the Institute want to deter people from taking up directorships or shy away from buying shares in a company in which they sit on the board. Which is why the IOD made a submission on the Securities Legislation Bill that is currently in front of a Parliamentary Select Committee.  This, says Crauford, targeted just two aspects of the proposed changes that risk pushing the good behaviour criteria to somewhat untenable extremes.                                                                                                                                        The first is removal of the “approved procedure” provision that, under existing legislation permits company directors and officers to buy or sell shares during designated “window” periods – providing assurance that inside information is not being used. Without this, directors could be open to liability as “information insider” on an ongoing basis and could discourage any buying or selling. “If the shares are part of the director’s compensation, for example, that remuneration may become inaccessible for an extended period,” the IOD points out. It recommends that this approved procedure provision be reinstated on the grounds that its removal discourages share ownership by directors. “One of the major criticisms of directors is that they are not aligned with the interests of the company,” Crauford comments.

The second aspect of its submission relates to banning provisions which automatically deliver a five-year ban on working as either a director or manager to anyone convicted of breeching the rules. “That applies even if it’s a simple technical breech – like failing to file information within a certain deadline. It’s basically taking away the source of someone’s livelihood for what could be just an unintended technical breech,” says Crauford.  That, the IOD says, is “draconian and unreasonable”. Instead it suggests a more discretionary approach in which the seriousness of the offending can be determined by the courts. If it’s serious then there are already provisions for the imposition of a ban up to 10 years long. The Select Committee is due to report on the Securities Legislation Bill in June this year.

 Nicki Crauford has been to the land of Enron to investigate electricity policy;

As part of the early development work Nicki led a Transpower/M-co delegation to Philadelphia in September 2000 to study the PJM experience. PJM, the market for a number of states in the North East of the United States, has had FTRs on offer for three years now and there has been high levels of market participation and acceptance of the product.

Jane Diplock Ceo NZ Securities

Commission

JANE DIPLOCK BA (Hons) LLB DipEd Dip IntLaw (1968-77)

After leaving the Women’s College in 1977 Jane worked as a policy maker and a lawyer and she was recently the first woman to be elected as the chairman of the International Organisation of Securities Commission. In this role Jane is responsible for strengthening confidence in New Zealand’s capital markets locally and overseas and for implementing the organisation’s principles as standards for securities regulators worldwide, along with cross-border enforcement of securities law.

Jane and her husband(Phillip Meyer) now own property in New Zealand and in New South Wales but they live permanently in New Zealand. In addition to a highly successful professional career in the financial industry Jane has made a name for herself in the voluntary sector through her extensive work in a range of organisations in the health, education, social justice and cultural fields. Jane is a strong advocate of women in business, and firmly believes that women should advance in the business world through merit and achievement.

Professional qualifications Barrister and solicitor of ACT Supreme Court and High Court of Australia; barrister of New South Wales Supreme Court; fellow of Institute of Public Administration Australia; Chevening fellow at London School of Economics.

Work history

Elected chairman of executive committee of International Organisation of Securities Committees

May, 2004.

Appointed chairman of NZ Securities Commission 2001 for five-year term.

National director Infrastructure and Strategic Planning and New South Wales regional commissioner with the Australian Securities and Investments Commission.

Director-general of the Department of Training and Education Coordination.

Managing director of NSW Technical and Further Education Commission.

With Westpac for six years, starting 1988.

This is what Jane Diplock supports re independent auditing from - Corporate Governance in New Zealand Principles and Guidelines ;

The board audit committee has a crucial role in selecting and recommending board and shareholder appointment of auditors, and in overseeing all aspects of their work.

Rotation of auditors is important to promote independence and objectivity over time. However, the advantages of this need to be balanced against the costs that are necessarily incurred when a new auditor is engaged. International practice strongly favours rotation of audit partners rather than audit firms. Although independence would be maximised by rotating audit firms, there are practical impediments and efficiency losses incurred by doing this.