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INTERESTS REGISTER
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The Company is required to maintain an Interests Register in which particulars of certain transactions and matters involving the Directors must be recorded.
The matters set out below were recorded in the Interests Register of the Company during the financial year.
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GENERAL NOTICE OF INTEREST BY DIRECTORS
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The Directors of the Company have declared interests in the following identified entities.
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Director
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Interest
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Entity
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Bruce James Harker
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Director
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TrustPower Metering Limited
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Director
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Te Maunga Power Limited
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Director
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Morrison Capital Limited
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Director
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Energy Developments Limited
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Director
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Victoria Electricity Pty Ltd
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Director
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Infratil Energy Australia Pty Ltd
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Ronald Powell Carter
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Director
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Rugby New Zealand 2011 Limited
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Director
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Rural Equities Limited
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Director
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Rural Equities Trust Management Limited
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Chairman
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Committee for Auckland
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Michael James Cooney
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Trustee
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Tauranga Energy Consumer Trust
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Director
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TECT Holdings Limited
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Partner
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Cooney Lees & Morgan
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Director
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TrustPower Australia (New Zealand) Limited
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Director
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TrustPower Insurance Limited
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Director
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Tararua Wind Power Limited
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Director
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Cobb Power Limited
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Ian Samuel Knowles
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Chief Executive
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Kiwibank Limited
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Director
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Banking Ombudsman Commission Limited
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Director
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Kiwi Insurance Limited
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Director
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The New Zealand Home Loan Company Limited
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Director
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Kiwibank Nominees Limited
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Director
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New Zealand Home Lending Limited
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Director
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AMP Home Loans Limited
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Director
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St James Theatre Limited
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Trustee
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Te Omanga Hospice
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Hugh Richmond Lloyd Morrison
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Director
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Auckland International Airport Limited
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Director
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Infratil Limited and certain Infratil Limited Subsidiaries
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Chairman
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H.R.L. Morrison & Co Group Limited and its Subsidiaries
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Geoffrey Jon Campbell Swier
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Associate
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Farrier Swier Consulting Pty Ltd
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Member
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Australian Energy Regulator
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Associate Member
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Australian Competition and Consumer Commission
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INFORMATION USED BY DIRECTORS
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During the financial year there were no notices from Directors of the Company requesting to disclose or use Company information received in their capacity as Directors which would not otherwise have been available to them.
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DIRECTORS HOLDING OFFICE AND THEIR REMUNERATION
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The Directors holding office as at 31 March 2008 and during the year to 31 March 2008 are listed below. The total amount of the remuneration and other benefits received by each Director, and each former Director during the fi nancial year, and responsibility held, is listed next to their names.
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Director
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Remuneration
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Responsibility Held
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Bruce James Harker
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$130,000
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Chairman
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Non-executive Director
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Member of Audit Committee
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Member of Remuneration Committee
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Ronald Powell Carter
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$75,000
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Independent Director
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Member of Audit Committee
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Hugh Richmond Lloyd Morrison
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$65,000
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Non-executive Director
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Michael James Cooney
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$65,000
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Non-executive Director
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Geoffrey Jon Campbell Swier
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$98,352
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Independent Director
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Chairman of Audit Committee
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Member of Remuneration Committee
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Ian Samuel Knowles1
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$36,750
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Independent Director
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Harold Mervyn Titter2
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$314,723
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Chairman
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Member of Audit Committee
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Member of Remuneration Committee
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Independent Director
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1 Sam Knowles was appointed as a Director of the Company on 31 August 2007.
2 Harold Titter resigned as a Director of the Company and its subsidiaries on 26 July 2007. Mr Titter’s remuneration includes the payment of a retirement allowance of $270,000 previously approved by shareholders.
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INDEMNIFICATION AND INSURANCE OF DIRECTORS AND EXECUTIVES
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During the financial year the Company paid insurance premiums in respect of Directors’ and certain executive employees’
liability insurance, as permitted by the Company’s Constitution and the Companies Act 1993. The policies do not specify
the premium for individuals. This insurance extends to Directors and certain executive employees acting in the capacity of
a director or on behalf of a subsidiary or related company.
The Directors’ and executive employees’ liability insurance provides cover against costs and expenses involved in
defending legal actions and any resulting payments arising from a liability to persons (other than the Company or a
related body corporate) incurred in their capacity as Director or executive employee unless the conduct involves a wilful
breach of duty or an improper use of inside information or position to gain advantage.
The Company has entered into deeds of indemnity in respect of each Director, the Chief Executive, Chief Financial Offi cer
and Company Secretary, Strategic Business Development Manager, Generation Manager, Energy Sales Manager and
Trading and Risk Manager whereby each such Director and executive employee is indemnifi ed against the types of liability
and costs described above, as permitted by the Company’s Constitution and the Companies Act 1993.
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SUBSIDIARY COMPANY DIRECTORS
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Set out below are details of the Directors of TrustPower’s subsidiaries as at 31 March 2008. Harold Mervyn Titter resigned as a Director of Cobb Power Limited and Tararua Wind Power Limited on 26 July 2007.
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Director as at 31 March 2008
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TrustPower Group Company
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Bruce James Harker
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TrustPower Metering Limited
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Michael James Cooney
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Tararua Wind Power Limited
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Cobb Power Limited
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TrustPower Insurance Limited
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TrustPower Australia (New Zealand) Limited
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Tamaroa Raymond Nikora
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Waikaremoana Power Limited
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Rangi Tumoana Manuel
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Waikaremoana Power Limited
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Jeremy Graeme Schultz
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TrustPower Australia Holdings Pty Ltd
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Te Maunga Renewable Investments Pty Ltd
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Snowtown Wind Farm Pty Ltd
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Sellicks Hill Wind Farm Pty Ltd
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Keith Neville Tempest
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Tararua Wind Power Limited
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Cobb Power Limited
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TrustPower Metering Limited
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TrustPower Australia (New Zealand) Limited
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TrustPower Insurance Limited
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Bay Energy Limited
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Pulse Business Solutions Limited
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Paehinahina Mourea Geothermal Limited
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Taheke Geothermal Limited
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Waikaremoana Power Limited
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TrustPower Australia Holdings Pty Ltd
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Te Maunga Renewable Investments Pty Ltd
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Snowtown Wind Farm Pty Ltd
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Sellicks Hill Wind Farm Pty Ltd
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No Directors’ fees or other benefits were paid in relation to these Directorships during the financial year. The remuneration and other benefits received by employees acting as Directors of subsidiaries during the financial year is disclosed in the relevant bandings for employee remuneration.
Mr JG Schultz is a Partner in the Adelaide based law firm of Finlaysons. Finlaysons has acted for the Australian based subsidiaries in certain legal related matters and received $178,000 during the year to 31 March 2008 for legal services provided.
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GENERAL NOTICE OF INTERESTS BY DIRECTORS OF SUBSIDIARY COMPANIES
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Director
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Interest
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Entity
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Bruce James Harker*
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Michael James Cooney*
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Harold Mervyn Titter*
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Jeremy Graham Schultz
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Partner
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Finlaysons Adelaide
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Keith Neville Tempest
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Chief Executive
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TrustPower Limited
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Director
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GAP Business Solutions Limited
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Director
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New Zealand Bus Limited
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Director
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New Zealand Bus Finance Limited
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* Refer General Notice of Interests by Directors
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INFORMATION USED BY DIRECTORS OF SUBSIDIARIES
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During the financial year there were no notices from Directors of subsidiary companies requesting to disclose or use subsidiary company information received in their capacity as Directors which would not otherwise have been available to them.
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EMPLOYEE REMUNERATION
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During the financial year the number of employees or former employees (including employees holding office as Directors of subsidiaries) who received remuneration and other benefits in their capacity as employees of the Company, the value of which was or exceeded $100,000 per annum was as follows:
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Remuneration Ranges
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Number of Employees
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$100,000 – 109,999
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9
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$110,000 – 119,999
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7
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$120,000 – 129,999
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5
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$130,000 – 139,999
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-
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$140,000 – 149,999
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2
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$150,000 – 159,999
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2
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$160,000 – 169,999
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1
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$170,000 – 179,999
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3
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$180,000 – 189,999
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-
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$190,000 – 199,999
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4
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$200,000 – 209,999
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1
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$210,000 – 219,999
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-
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$220,000 – 229,999
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1
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$310,000 – 319,000
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1
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$340,000 – 349,999
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1
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$350,000 – 359,999
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1
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$470,000 – 479,000
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2
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$480,000 – 489,000
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1
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$960,000 – 969,000
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1
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DIRECTORS’ TRANSACTIONS AND RELEVANT INTERESTS IN SECURITIES OF THE COMPANY
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The relevant interests of Directors in securities of the Company as at 31 March 2008 are listed below together with transactions by Directors in securities of the Company during the financial year.
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Director
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Number
Acquired/(Disposed)
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$ Amount
Paid/
(Received)
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Date
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Class of Security
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Number Held
at 31 March
2008
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Number Held
at 31 March
2007
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BJ and JS Harker Family Trust
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53,000
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$51,788.59
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19 December 2007
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Bonds
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103,000
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50,000
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RP Carter Family Trust
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-
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-
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-
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Bonds
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200,000
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200,000
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MJ Cooney (beneficial)
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-
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-
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-
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Shares
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1,000
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1,000
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MJ Cooney (non beneficial)
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-
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-
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-
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Bonds
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150,000
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150,000
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MJ Cooney (non beneficial)
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-
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-
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-
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Shares
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103,878,838
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103,878,838
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HRL Morrison (non beneficial)
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-
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-
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-
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Shares
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159,215,388
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159,215,388
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The non beneficial shares recorded for MJ Cooney are held in his capacity as a Director of TECT Holdings Limited.
The non beneficial bonds recorded for MJ Cooney are held in his capacity as Trustee for an estate and a private trust.
The non beneficial shares recorded for HRL Morrison are held in his capacity as a Director of Infratil Limited.
The Company was not advised of any other security transactions by any Director during the year.
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