Corporate Governance

Corporate governance is the system of rules and practices by which a company is controlled and conducted. Heartland’s corporate governance frameworks have been approved by the Board of Directors of Heartland (the Board).  This corporate governance statement outlines the role of the Board and each Board Committee, and sets out the Codes of Conduct with which all Heartland directors and employees are required to comply.

Click here to view Heartland Bank Limited's Constitution

About the Board

The Board is elected by Heartland's shareholders to direct and supervise the management of Heartland. The Board establishes Heartland's objectives, strategies and overall policy framework within which the business is conducted.

The day to day management of Heartland is delegated to the Chief Executive Officer. The Board monitors and reviews management's performance in carrying out this delegation.

The Board undertakes a regular review of its own, its committees' and individual Directors' performance. This is to ensure that it has the right composition and appropriate skills, qualifications, experience and background to effectively govern Heartland and monitor Heartland's performance in the interests of its shareholders.

Click here to view the Board Charter

Board Committees

The Board has the following permanently constituted committees. Each committee assists the Board by working with management in its specific areas of responsibility and then reporting its findings and recommendations to the Board. Other ad hoc Board committees are established for specific purposes from time to time.

Audit Committee

The role of the Audit Committee is to advise and provide assurance to the Board in respect of:

• the integrity of financial control, financial management and external financial reporting;
• the internal audit function; and
• the independent audit process,

in order to enable the Board to discharge its responsibilities in relation to the oversight of those matters.

Click here to view the Audit Committee Charter

Click here to view the External Auditor Independence Policy

Risk Committee

The role of the Risk Committee is:

• to advise the Board on the formulation of its risk appetite, as defined in the Risk Appetite Statement;
• to monitor the effectiveness of the Enterprise Risk Management Framework (ERMF); and
• to provide the Board with assurance that all risks within the key risk categories which are relevant to Heartland and its subsidiaries have been appropriately identified, managed and reported to the Board in accordance with the ERMF.

Click here to view the Risk Committee Charter

Corporate Governance, People, Remuneration and Nominations Committee

The role of the Corporate Governance, People, Remuneration and Nominations Committee includes advising and making recommendations to the Board regarding:

• corporate governance matters;
• people strategy including organisation structure, performance, succession planning, development, culture, diversity and remuneration strategy and policies and any other strategic people initiatives;
• the remuneration of the directors, Chief Executive Officer and senior executives; 
• the performance of the Chief Executive Officer including setting and review of annual KPIs; and
• director and senior executive appointments, Board composition and succession planning.

Click here to view the Corporate Governance, People, Remuneration and Nominations Committee Charter  

Corporate Finance Committee

The role of the Corporate Finance Committee is to advise and make recommendations to the Board regarding the oversight of the management of Heartland's financial resources and major financial strategies and transactions.

Click here to view the Corporate Finance Committee Charter  

Code of Conduct

Heartland is committed to acting with integrity and requires Directors and staff to act based on the highest standards of ethical and professional conduct.

Click here to view Heartland's Directors' Code of Conduct

Click here to view Heartland's Code of Conduct