Board Charter

NZ Funds Board Charter

January 1, 2026

Purpose

The purpose of NZ Funds is to help New Zealanders achieve their investment goals and to generate strong outcomes for all stakeholders.

The purpose of this charter is to set out the role, responsibilities, and procedures of the Board of NZ Funds.

The Board is responsible for NZ Fund’s business strategy, culture, governance, performance and its compliance with relevant laws and standards.

Holding Company

NZ Funds operates within the governance structure of Investment Group Holdings Limited (IGH), NZ Funds’ holding company.

Under the IGHL Shareholders’ Agreement:

IGHL may appoint up to five directors of NZ Funds (which must include Michael Lang);
the Siddell Tills Business Trust may appoint up to two directors of NZ Funds; and
provided the RSTJ Trust holds at least 7.5% of the ordinary shares of IGHL, the RSTJ Trust may appoint up to one director of NZ Funds.

In addition, The Siddell Tills Business Trust must approve the appointment of any director of NZ Funds other than Michael Lang and Richard James.

The current Directors of IGHL are Michael Lang, Rebecca Cottrell and Richard James.

Any change to the constitution of NZ Funds requires the consent in writing of the Siddell Tills Business Trust.

Under the Project Apollo agreements, NZ Funds is required to provide to IGHL (who in turn provides those same certificates to NZFunds Capital Partners Limited, the lender under the Loan Agreement):

A quarterly compliance certificate in relation to certain financial covenants (leverage ratio, DSCR, core cash funds and FUM) and a cash sweep requirement under the Loan Agreement; and
An annual certificate in relation to required licensing.

Board Governance Process

Role of the Board

The role of the NZ Funds Board is to consider, approve and monitor the strategic direction of NZ Funds, having appropriate regard for the interests of all material stakeholders, including clients, employees, shareholders, regulatory authorities, its Supervisor, the community in which it operates and in accordance with NZ Funds’ Constitution and relevant law. Directors must act in the best interests of the company.

The Board will direct and supervise the management of the business of NZ Funds including, in particular:

Ensuring that NZ Funds’ strategic goals are clearly established and that plans are in place for achieving them.
Emphasising the interests of its clients.
Establishing policies for strengthening the performance of NZ Funds, ensuring that management is proactively seeking to build the business.
Ensuring NZ Funds has effective risk and compliance management frameworks, policies, and processes in place.
Appointing the Chief Executive, setting the terms of their employment contract, including remuneration, and monitoring their performance relative to NZ Funds’ strategic goals and plans.
Setting and monitoring the delegated authorities of the Board.
Monitoring the financial position of NZ Funds to ensure it has sufficient financial resources to implement its plans and meet its debts (if any) and obligations when they fall due.
Monitoring and approving NZ Funds’ financial statements, and climate reports (if any), offering documents and other regulatory and reporting obligations, including reporting to shareholders.
Approving the long-term investment strategy and monitoring outcomes for funds and clients.
Establishing and promoting an environment and remuneration practices within NZ Funds which facilitate the recruitment, development and retention of quality employees which is consistent with NZ Funds’ ethics and good client outcomes.
Ensuring that health and safety policies are appropriate for NZ Funds’ employees and visitors to NZ Fund’s premises and are effectively monitored.

In the normal course of events, day to day management of NZ Funds will be delegated through the Chief Executive Officer.

The performance of the Board and its committees is evaluated at regular intervals and at least once every two years. The Board and committees undertake either self-evaluation or use an outside specialist.

The Board’s Relationship with Stakeholders

NZ Funds operates within a regulatory environment overseen by the Financial Markets Authority. The Board will ensure that NZ Funds maintains an open and constructive relationship with the Financial Markets Authority, any other relevant regulatory authorities and its Supervisor.

The Board will use its best endeavours to familiarise itself with issues of concern to shareholders and significant stakeholders, including clients, employees and the communities in which NZ Funds operates.

The Board will regularly evaluate economic, political, social, and legal issues and any other relevant external matters that may influence or affect the strategy of the business or the interests of stakeholders and, where appropriate, seek expert advice on these matters.

Board Procedures

The Board will be disciplined in conducting its role, with the emphasis on strategic issues, policy, and risk management. Directors will always act within any limitations imposed by the Board on its activities.

The Board will normally hold at least seven full meetings in each year and will hold additional meetings as required. At full meetings, the company’s Register of Directors' Interests will be updated as necessary (and any conflicts noted) and the Board will consider:

The strategic objective(s) of NZ Funds.
A report from the Chief Executive.
A report from the Chief Investment Officer.
A report on the financial position of NZ Funds.
Reports from senior executives as appropriate.
Reports on governance and management of conduct risk.
Minutes from each of the Board Committees.
Specific proposals for capital investments
Major risks for NZ Funds.
Briefings from industry and professional experts when appropriate.

In addition, the Board will at least annually:

Approve the annual business plan and budget for NZ Funds.
Review the audit requirements of NZ Funds and the funds of which it is the offeror.
Approve the annual financial statements and climate reports (if any) of NZ Funds and the funds of which it is the offeror.
Review cyber security.
Review the offer documents.
Review non-executive Directors’ remuneration.
Review the Chief Executive Officer’s remuneration.
Review Principal’s and other senior executives’ remuneration.
Review and implement appropriate insurance coverage.
Review NZ Funds’ key policies.
Review the adequacy and robustness of NZ Fund’s governance, risk management and compliance arrangements.
Review compliance with AML/CFT requirements.

Directors will use their best endeavours to attend all Board meetings and to prepare thoroughly. Directors should participate fully, frankly, and constructively in Board discussions and other activities and to bring the benefit of their knowledge, skills, and abilities to the Board. Directors unable to attend a meeting will advise the Chairperson at the earliest date possible.

Board discussions will be open and constructive; recognising that genuinely held differences of opinion can bring greater clarity and lead to better decisions.

Formal minutes will be taken at each Board and Committee meeting. All discussions and their record will remain confidential unless there is a specific direction from the Board to the contrary, or disclosure is required by law.

Executive Directors attend Board meetings to discharge their Board responsibilities. At Board meetings, Board responsibilities supersede all executive responsibilities.

The Board has sole authority over its agenda and exercises this through the Chairperson. Any Director may, through the Chairperson, require the addition of an item to the agenda. The agenda will be set by the Chairperson in consultation with the Chief Executive.

Directors are entitled to have access, at all reasonable times, to all relevant NZ Funds information to enable them to carry out their duties as Directors.

Board Composition, Induction and Tenure

The size of the Board will be determined in accordance with NZ Funds’ Constitution and Investment Group Holdings Limited’s Shareholder Agreement. It must be of sufficient size to ensure a diversity of skills, knowledge, and experience.

The composition of the Board will reflect the duties and responsibilities it is to discharge and perform in setting NZ Funds’ strategy and monitoring its implementation.

The Board will include at least one independent Director. The Chair will be selected from among its members.

The Board will ensure that new Directors conduct appropriate due diligence before joining the Board and are acquainted with relevant knowledge of NZ Funds, its business and the environment and industry in which it operates.

The Board has not adopted a tenure policy.

Board Committees

Board Committees will be formed when it is efficient or necessary to facilitate efficient decision-making or when required by law.

Each Committee operates in accordance with a charter approved by the Board.

Committee chairpersons and members are appointed by the Board.

The Board committees established as at the date of this charter and their purpose are as follows:

The Investment Committee. Its purpose is to ensure that NZ Funds’ investment process is fit for purpose and appropriately researched, documented, monitored, and adhered to.
The Audit & Risk Governance Committee. Its purpose is to (i) oversee the annual financial reporting process, the resulting financial statements and climate reports (if any), and to make a recommendation to the Board in relation to the financial statements and climate reports (if any); and (ii) oversee the operational risk management framework.

Membership of the committees comprises Directors, independent advisers and NZ Funds senior managers. Members are chosen for their expertise, experience, and other qualities they bring to the relevant forum.

Chairperson

The Chairperson is responsible for:

Representing the Board to shareholders.
Ensuring the integrity and effectiveness of the governance process of the Board as set out in this Charter.
Maintaining regular dialogue with the Chief Executive and with senior management as appropriate.
Ensuring Directors are provided with appropriate and timely information on issues requiring Director consideration.
Facilitating openness and constructive debate at meetings of the Board.
Ensuring that Board discussions achieve logical and understandable outcomes.

Director Responsibilities

Directors are expected to comply with their legal duties and obligations when discharging their responsibilities as Directors. These include:

Acting honestly and in good faith.
Acting in the best interests of NZ Funds.
Acting with care and diligence.
Avoiding conflicts of interest.
Refraining from making improper use of information gained through the position of Director.
Refraining from taking improper advantage of the position of Director.

Directors are expected to keep themselves abreast of changes and trends in the business, in financial markets and in the operating and regulatory environment.

Any Director is entitled to obtain independent professional advice relating to either the affairs of NZ Funds or to his or her responsibilities as a Director of NZ Funds.

With the prior approval of the Chairperson, the cost of the advice will be reimbursed by NZ Funds, but the Director will ensure, as far as is practicable, that the cost is reasonable.

Directors’ Remuneration

The Board will determine the level of remuneration paid to Directors.

Executive Directors will not be eligible for remuneration for their role as Directors.

Directors will be reimbursed for all reasonable expenses incurred in their role as Directors.

Provision of Services by Directors

Directors should not, generally, provide business or professional services of an ongoing nature to NZ Funds.

Notwithstanding the general rule, NZ Funds is at liberty to engage the services of any Director or a Director’s organisation so long as the terms of engagement are competitive and all legal requirements for disclosure of the engagement are properly observed.

Other Board Appointments

Any Director is at liberty to accept other Board appointments so long as the appointment is not in conflict with the business of NZ Funds and does not detrimentally affect the Director’s performance as a Director.

Any other board appointments must be discussed with the Chairperson before being accepted.

Conflict of Interest

Directors must disclose to the Board any actual or potential conflicts of interest which may exist or be thought to exist as soon as they become aware of the issue.

If a potential conflict situation exists the affected Director should excuse themselves from Board discussions, and the remaining Directors will determine whether an actual conflict exists or not.

Directors are expected to be aware of and adhere to NZ Funds’ Policies where applicable, including the Personal Holdings Policy.

Indemnities and Insurance

As provided for under the constitution of NZ Funds, the company will provide Directors with, and pay the premiums for, indemnity and insurance cover while acting in their capacities as Directors.

Board/Management Relationship

Chief Executive

All Board authority conferred on management is delegated through the Chief Executive.

The Board will agree specific plans, goals and procedures with the Chief Executive directed towards NZ Funds’ strategic goals. The Chief Executive is accountable to the Board for the achievement of the strategic goals of NZ Funds.

Decisions of the Board acting as a body are binding on the Chief Executive.

Between Board meetings the Chairperson maintains an ongoing link between the Board and the Chief Executive, expects to be kept informed by the Chief Executive on all important matters, and is available to the Chief Executive to provide guidance where appropriate.

At each of its formal meetings the Board expects to receive from or through the Chief Executive:

The reports and proposals referred to in Board Procedures.

Such assurances as the Board considers necessary to confirm that management have:

Acted within all specific authorities delegated to them by the Board.
Allowed only practices which conform to NZ Funds' ethics and business policies.
Maintained and protected NZ Funds’ financial, human, physical and relationship assets.

Review

This Charter and the Board Committee Charters will be reviewed annually by the Board.