GENESIS ENERGY LIMITED — Governance Information 2014

Apr 16, 2014

Genesis Energy Limited - Corporate Governance Statement

	Compliance ✓/NA	Pages
Principle 1: Lay solid foundations for management and oversight
1.1 Formalise and disclose the functions reserved to the board and those delegated to management	✓	4,5
1.2 Disclose the process for evaluating the performance of senior executives	✓	5,6
1.3 Provide the information indicated in the Guide to reporting on Principle 1	✓	6
Principle 2: Structure the board to add value
2.1 A majority of the board are independent directors	✓	6
2.2 The Chair is an independent director	✓	6
2.3 The roles of Chairman and Chief Executive officer are not exercised by the same individual	✓	6
2.4 The board has established a nomination committee	✓	7
2.5 Disclose the process for evaluating the performance of the board, its committees and individual directors	✓	8
2.6 Provide the information indicated in the Guide to reporting on Principle 2	✓	8
Principle 3: Promote ethical and responsible decision making
3.1 Establish a code of conduct and disclose the code or a summary of the code.	✓	8,9
3.2 Establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.	✓	9
3.3 Disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them	✓	9
3.4 Disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board	✓	9

Genesis Energy Limited - Corporate Governance Statement 13 March 2014

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	Compliance ✓/NA	Pages
3.5 Provide the information indicated in the Guide to reporting on Principle 3	✓	9
Principle 4: Safeguard integrity in financial reporting
4.1 The Board should establish an audit committee	✓	10
4.2 Structure the audit committee so that it consists of: • only non-executive directors • a majority of independent directors • an independent chair, who is not chair of the board; and • at least three members	✓	10
4.3 The audit committee has a formal charter	✓	10
4.4 Provide the information indicated in the Guide to reporting on Principle 4	✓	10
Principle 5: Make timely and balanced disclosure
5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance and disclose those policies or a summary of those policies	✓	10,11
5.2 Provide the information indicated in the Guide to reporting on Principle 5	✓	11
Principle 6: Respect the rights of shareholders
6.1 Design a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings and disclose the policy or a summary of that policy	✓	11
6.2 Provide the information indicated in the Guide to reporting on Principle 6	✓	11
Principle 7: Recognise and manage risk
7.1 Establish policies for the oversight and management of material business risks and disclose a summary of those policies	✓	11
7.2 The board requires management to design and implement the risk management and internal control system to manage the entity’s material business risks and to report to the board on whether these risks are being managed effectively.	✓	11

Genesis Energy Limited - Corporate Governance Statement 13 March 2014

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	Compliance ✓/NA	Pages
The board has disclosed that management has reported as to the effectiveness of the company’s management of its material business risks
7.3 Disclose whether the board has received assurance from the chief executive officer (or equivalent) and chief financial officer (or equivalent) that the declaration provided under section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks	N/A	N/A 12
7.4 Provide the information indicated in the Guide to reporting on Principle 7	✓	12
Principle 8: Remunerate fairly and responsibly
8.1 The board has established a remuneration committee.	✓	12
8.2 The remuneration committee is structured so that it consists of: • a majority of independent directors • an independent chair; and • has at least three members	✓	12
8.3 Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives	✓	12
8.4 Provide the information indicated in the Guide to reporting on Principle 8	✓	12,13

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Background

Genesis Energy Limited (“ Company ”) is a company incorporated in New Zealand under the Companies Act 1993 (NZ) (“ Companies Act ”) and is principally governed by New Zealand law, rather than Australian law. In Australia, it is registered with the Australian Securities and Investments Commission (“ ASIC ”) as a foreign company. Its general corporate activities (apart from any offering of securities in Australia) are not regulated by the Corporations Act 2001 (Cth) (“ Corporations Act ”) or by ASIC but instead are regulated by the Companies Act and the New Zealand Financial Markets Authority and Registrar of Companies. The Company was a state-owned enterprise under the StateOwned Enterprises Act 1986 (NZ) until 7 March 2013 when it became a mixed ownership model company governed by the Public Finance Act 1989 (NZ) (“ Public Finance Act ”). In broad terms, the Public Finance Act and the Company’s Constitution provide that Her Majesty the Queen in right of New Zealand must hold at least 51% of the shares of the Company and no other person may have a relevant interest in more than 10% of the shares. Equivalent ownership restrictions would apply to any further classes of shares issued by the Company and any other securities issued by the Company with voting rights.

Corporate Governance Principles

The Company’s corporate governance framework takes into consideration contemporary standards in New Zealand and Australia, incorporating principles and guidelines issued by the Financial Markets Authority, the best practice code issued by NZX and the ASX Corporate Governance Council Principles and Recommendations (“ ASX Principles ”). The ASX Principles are not mandatory, but are guidelines designed to maximise corporate performance and accountability in the interests of investors and the broader community. If a listed entity considers that a recommendation is inappropriate to the particular circumstances, it has the flexibility not to adopt it – a flexibility tempered by the requirement under the ASX Listing Rules to explain why – the “if not, why not “ approach.

The corporate governance framework adopted by the Board reflects its commitment to maintain the highest standards of business behaviour and accountability. In accordance with the ASX Listing Rules and the ASX Principles, the Board has disclosed in this corporate governance statement the extent of its compliance with the ASX Principles, any principles or recommendations that it has not decided to follow and the reasons for not following them, as at the date of the Company’s admission to the official list of the ASX.

References to “Board”, “Directors” and “Chief Executive” in this statement are to the board, directors and chief executive of the Company.

Principle 1: Lay solid foundations for management and oversight

The Board

The Board is responsible for the proper direction and control of the affairs and activities of the Company and its subsidiaries. The Board recognises that its primary role is to create long-term value for shareholders while having regard to the interests of its employees and other stakeholders.

The roles of the Board and the Chief Executive and executive management team are set out in the New Zealand Prospectus and New Zealand Investment Statement in relation to the Company’s initial public offering dated 13 March 2014 (‘ Offer Documents ’) and the Company’s Board Charter in accordance with Recommendation 1.1.

The Board’s roles and responsibilities include:

• approving the strategic direction for the Company and its subsidiaries and overseeing the corresponding business strategies and objectives that give effect to the Company’s strategic direction;

• overseeing the operation of the Company’s business and ensuring that it is being managed appropriately;

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• reviewing and approving the Company’s budgets, business plans, dividend policy and financial forecasts, and monitoring the management of the Company’s capital, including the progress of any significant capital expenditure, acquisition or divestments;

• monitoring the financial performance of the Company;

• monitoring the integrity of reporting and establishing procedures to ensure the timely and accurate reporting of financial results, consistent with all legal and regulatory requirements;

• delegating the day to day operation of the Company to the Chief Executive and senior managers subject to specific limits of authority;

• approving and regularly reviewing the Company’s internal decision-making processes and any strategic policies and procedures, including any Board committee charters;

• adopting frameworks and systems designed to facilitate the Company’s business being conducted in an honest, ethical, responsible and safe manner, with particular regard to the health and safety of Company employees;

• implementing effective audit, risk management and compliance systems to protect the Company’s assets and minimise the possibility of the Company operating beyond legal requirements or beyond acceptable risk parameters;

• safeguarding the reputation of the Company and the Genesis Energy brand;

• appointing and managing the succession of the Chief Executive and reviewing the remuneration and performance of the Chief Executive, consistent with the Company’s strategic direction;

• monitoring the appointment, remuneration and performance of other key roles within the business and reviewing succession planning; and

• reporting to and communicating with shareholders.

Delegation to Chief Executive and Executive Management Team

The Chief Executive and executive management team are responsible for:

• developing and making recommendations to the Board on Company strategies and specific strategic initiatives;

• the management and implementation of strategy approved by the Board;

• the implementation of Board approved policies and reporting procedures;

• management of business risk in accordance with risk appetite approved by the Board; and

• the day-to-day management by the Company.

These responsibilities are subject to the Board’s delegations of authority to the Chief Executive and senior executives and such other rights and powers reserved to the Board from time to time.

Performance evaluation of senior executives

The Board is responsible for monitoring the performance of the Chief Executive and executive management team against established objectives.

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The Company’s Human Resources and Remuneration Committee reviews annual performance review programmes for the senior executives. In particular, the Human Resources and Remuneration Committee reviews:

• The Chief Executive’s performance, including the level of achievement and attainment of the short and long term performance objectives and targets of the Chief Executive, and recommends to the Board for approval the level of any entitlement, in accordance with the rules and principles of any incentive plans;

• The process for the Chief Executive’s evaluation of the performance objectives and targets of senior executives and recommends to the Board for approval, the level of any entitlement for senior executives, in accordance with the rules and principles of any long term incentive plans;

• The Company’s remuneration framework, including components of remuneration, the rules and principles of short and long term incentive plans and share and option plans, and performance review and annual remuneration review principles.

In determining a senior executive’s total remuneration, external benchmarking is undertaken to ensure comparability and competitiveness, along with consideration of an individual’s performance, skills, expertise and experiences. All senior executives had a performance evaluation in accordance with the process described above during the prior year.

Information on the Company’s executive remuneration arrangements (fixed remuneration, short-term performance incentives and long-term performance incentives) is set out in Section 4.2 Board, management and corporate governance of the New Zealand Prospectus.

A copy of the Offer Documents are available from the Company’s market announcements on the ASX website (www.asx.com.au). A copy of the Company’s Board Charter is available from the Governance section of the Company’s website (www.genesisenergy.co.nz)).

In accordance with Recommendations 1.2 and 1.3, the Company has disclosed the process for evaluating the performance of senior executives and has provided, or intends to provide in its Annual Report, the information indicated in the Guide to reporting on Principle 1.

Principle 2: Structure the board to add value

Board composition

The Company has 7 non-executive Directors, comprising an independent Chairman, independent Deputy Chairman and 5 other independent Directors, in accordance with Recommendation 2.1 and 2.2. The Board has determined, in its view, that all of the Directors are independent directors for the purposes of the NZX Main Board Listing Rules, the ASX Listing Rules and the ASX Principles.

The Chairman is the Right Honourable Dame Jenny Shipley and the Chief Executive is Albert Brantley. In accordance with Recommendation 2.3, the roles of Chairman and Chief Executive are exercised by different persons.

The Directors have been chosen for their mix of skills, experience and expertise. The biographies of the initial Directors are set out in Appendix 1.

Accordingly, the Company complies with Recommendations 2.1, 2.2 and 2.3, which require that:

• a majority of the board should be independent Directors;

• the Chairman should be an independent Director; and

• the roles of Chairman and Chief Executive should not be exercised by the same individual.

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Nominations committee

The Company has established a Nominations Committee in accordance with Recommendation 2.4 of the ASX Principles.

The primary purpose of the Nominations Committee is to assist the Board in discharging its responsibilities in relation to:

• Board succession planning;

• monitoring the appropriate balance of skills, experience, independence and knowledge of the Board to enable it to effectively discharge its duties and responsibilities; and

• identifying suitable prospective Directors for shareholder selection and preparing those Directors for their role within the Company.

The Nominations Committee does this by:

• providing assurance and making recommendations to the Board as to the Board's size, composition, diversity and desirable expertise appropriate for the discharge of its responsibilities and duties in accordance with the law and with the strategic direction of the Company;

• reviewing the criteria for the selection of Directors and recommending to the Board any necessary alterations to that criteria to ensure the Company has a formal and transparent process for the selection and appointment of new Directors;

• developing and implementing a plan for identifying and assessing Director competencies;

• where there is a vacancy or pending vacancy, recommending appropriate candidates to the Board based on the approved criteria and process for consideration;

• reviewing nominations from shareholders and providing recommendations in respect of such nominations to the Board, for the next annual meeting of shareholders;

• ensuring that potential Director candidates understand the role of the Board, the corporate expectations of the Company and the time commitment involved when acting as a Director of the Board;

• ensuring letters of appointment are in place for all new Directors and that these letters of appointment clearly set out the corporate expectations of new Directors;

• providing a programme for the effective induction of new Directors, including information on the Company's financial, strategic and operational positions, the values of the Company and the corporate governance structure of the Company;

• ensuring the Company provides on-going training and development for new and existing Directors;

• implementing adequate succession plans for key roles such as Chairman and Deputy Chairman of the Board, and the Chairs of the various Board committees, in order that the effective composition, size and expertise of the Board is maintained;

• monitoring and reporting to the Board on Director independence;

• where required and subject to the constitution of the Company, recommending the removal of a particular Director from the Board;

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• recommending and disclosing an annual evaluation process of the Board and its committees and individual Directors;

• undertaking a review of its effectiveness and report on the actions of that review to the Board;

• undertaking any other matters as may be delegated by the Board.

The current members of the Nominations Committee are Dame Jenny Shipley (Chairman), Joanna Perry and Graeme Milne, all of whom are independent Directors.

A copy of the Company’s Nominations Committee Charter is available from the Governance section of the Company’s website (www.genesisenergy.co.nz).

Performance evaluation of the Board, its committees and individual Directors

In the past the Board has carried out an annual performance review and evaluation of the Board and the Chairman, with Directors’ views sought and discussed on issues relating to Board process, efficiency and effectiveness. This self-review and evaluation process has been conducted utilising a range of tools including evaluation templates and online questionnaires generated from the New Zealand Institute of Directors.

The Board has recently established a Nominations Committee as a consequence of its proposed initial public offering (“ IPO ”), which is responsible for recommending to the Board for its approval, an annual evaluation process of the Board, its committees and individual Directors.

The Company has complied with Recommendation 2.5.

Independent professional advice

Under the Board Charter, Directors may access such information and seek such independent advice as they individually or collectively consider necessary to fulfil their responsibilities and permit independent judgement in decision-making. In particular, with the prior approval of the Chairman, Directors are entitled to engage and consult with independent professional advisors, with any costs being met by the Company.

In accordance with Recommendation 2.6, the Company has provided, or intends to provide in its Annual Report, the information indicated in the Guide to reporting on Principle 2.

Principle 3: Promote ethical and responsible decision-making

Code of Conduct and Ethics

The Board has adopted a Code of Conduct and Ethics for the Company which is a formal statement acknowledging the commitment of the Board, management and employees of the Company to maintaining the highest standards of honesty, integrity and ethical conduct in their day-to-day behaviour and decision-making at the Company.

The Code of Conduct and Ethics provides guidance on values, standards and policies, and ethical and legal obligations to facilitate behaviour and decision-making that meets the Company's business goals.

The Code of Conduct and Ethics covers Directors’ obligations in the performance of their duties. The Code of Conduct and Ethics guides Directors in the:

• practices necessary to maintain confidence in the Company’s integrity;

• practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders;

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• responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Code of Conduct and Ethics is supported by other existing Company policy including the Company’s Compliance Policy, Protected Disclosures Policy and Fraud Policy.

A copy of the Company’s Code of Conduct and Ethics is available from the Governance section of the Company’s website (www.genesisenergy.co.nz). The Company complies with Recommendation 3.1.

Diversity Policy

The Board has adopted a Diversity Policy which sets out the Company’s commitment to a diverse and inclusive work environment, its practical application and the Company’s process for an annual review and measurement of both the objectives of the Diversity Policy and progress in achieving them.

The Company takes a holistic view of diversity that is anchored around diversity of thought, and includes those differences in people resulting from employee experiences and capabilities, and family and cultural heritage.

For the Company, diversity encompasses differences that relate to gender, marital status, religious belief, colour, race, ethnicity or national origin, disability, age, political opinion, employment status, family status or sexual orientation.

A copy of the Diversity Policy is available from the Governance section of the Company’s website (www.genesisenergy.co.nz).

The Company complies with Recommendation 3.2.

The Company intends to make the disclosures recommended by Recommendation 3.3 at the time of preparing its Annual Report and currently reports on Recommendation 3.4 in its Annual Report.

Trading in Company Securities

The Board has adopted a Trading in Company Securities Policy which details the Company’s policy on, and rules for, trading in Company securities and trading in New Zealand electricity futures listed on the ASX.

The policy applies to Directors, officers, employees, contractors and secondees and is additional to the legal prohibitions on insider trading in New Zealand and Australia. The three fundamental principles are:

• insider trading is prohibited at all times;

• short term trading is discouraged; and

• additional trading restrictions apply if you are a Director, the Chief Executive and senior management (and their trusts and companies), and anyone else notified by the General Counsel and Company Secretary as being subject to additional restrictions.

A copy of the Trading in Company Securities Policy is available from the Governance section of the Company’s website (www.genesisenergy.co.nz).

In accordance with Recommendation 3.5, the Company has provided the information indicated in the Guide to reporting on Principle 3.

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Principle 4: Safeguard integrity in financial reporting

Audit and Risk Committee

The Board has an Audit and Risk Committee whose principal purpose is to assist the Board in the proper and efficient discharge of its responsibilities in relation to:

• the integrity of external financial reporting prepared by management;

• financial management;

• internal control systems;

• accounting policy and practice;

• appointment and performance of internal and external auditors;

• related party transactions;

• the risk management framework and the monitoring of compliance within that framework; and

• compliance with applicable laws, regulations, standards, codes of practice, the NZX Main Board Listing Rules and the ASX Listing Rules.

The current members of the Audit and Risk Committee are Joanna Perry (Chairman), Dame Jenny Shipley, John Dell, John Leuchars and Rukumoana Schaafhausen.

The Company complies with Recommendations 4.1 and 4.2 in relation to the Audit and Risk Committee and the requirements for its composition that it:

• consists of only non-executive Directors;

• consists of a majority of independent Directors;

• is chaired by an independent chairman, who is not the Chairman of the Board; and

• has at least three members.

Copies of the Audit and Risk Committee Charter and the Audit Independence Policy (which sets out information on procedures for the selection, appointment and rotation of the external auditor) are available from the Governance section of the Company’s website (www.genesienergy.co.nz). The Company complies with Recommendation 4.3.

In accordance with Recommendation 4.4, the Company has provided or intends to provide in its Annual Report, the information indicated in the Guide to reporting on Principle 4.

Principle 5: Make timely and balanced disclosure

As the Company has debt securities quoted on the NZX Debt Market, it must comply with the NZX Debt Market Listing Rules. From the date its shares are quoted on the NZX Main Board and ASX, the Company will also be required to comply with the NZX Main Board Listing Rules and ASX Listing Rules and the disclosure requirements of securities and other laws in New Zealand and Australia.

The Company is committed to notifying the market of any material information related to its business required by applicable listing rules. It is mindful of the need to keep stakeholders informed through a timely, clear and balanced approach which communicates both positive and negative news.

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The Company is also required to comply with the periodic disclosure requirements under the NZSX and ASX Listing Rules.

In accordance with Recommendation 5.1, the Board has adopted a Market Disclosure Policy that establishes procedures which are aimed at ensuring Directors and management are aware of and fulfil their disclosure obligations under the NZX Main Board Listing Rules and ASX Listing Rules. The Market Disclosure Policy also sets up a Disclosure Committee, which is comprised of senior executives and is responsible for ensuring that the Company complies with its disclosure obligations.

In addition to these general disclosure obligations, the Market Disclosure Policy requires Directors at every Board meeting and management on a regular basis, to consider whether there is any information that may require disclosure in accordance with the Market Disclosure Policy.

A copy of the Company’s Market Disclosure Policy is available from the Governance section of the

Company’s website (www.genesisenergy.co.nz).

In accordance with Recommendation 5.2, the Company has provided the information indicated in the Guide to reporting on Principle 5.

Principle 6: Respect the rights of shareholders

The Company is committed to providing a high standard of communication to its shareholders and other stakeholders and to ensuring they have available all information reasonably required in order to make informed assessments of the Company’s value and prospects. The Company believes effective communication is achieved by providing equal access to timely, accurate and complete information.

In accordance with recommendation 6.1, the Company’s Stakeholder Communication Policy details the steps that the Company will take to most effectively communicate with its stakeholders. The aim of the Company’s communication strategy is to provide full, fair and timely disclosure of information about the Company to stakeholders and the investment community to enable them to engage with the Company in an informed manner.

A copy of the Stakeholder Communication Policy is available from the Governance section of the Company’s website (www.genesisenergy.co.nz).

In accordance with Recommendation 6.2, the Company has provided the information indicated in the Guide to reporting on Principle 6.

Principle 7: Recognise and manage risk

Risk management

The identification and effective management of the Company’s risks are a priority of the Board. The Board is responsible for overseeing and approving risk management strategy and policies, as well as ensuring effective audit, risk management and compliance systems are in place. The Audit and Risk Committee assists the Board in fulfilling its risk assurance and audit responsibilities.

The Company has in place an enterprise-wide Risk-management Framework and Policy which is supported by a set of risk policies appropriate for its business, including a Market Risk Policy, a Credit Risk Policy, a Treasury Management Policy, a Compliance Policy and a Delegations of Authority Policy.

The principal purpose of the enterprise-wide Risk-management Framework and Policy is to integrate risk management into the Company’s operations, and to formalise risk-management as part of the Company’s internal control and corporate governance arrangements.

A summary of the Company’s risk management framework and policies is available from the Governance section of the Company’s website (www.genesisenergy.co.nz).

The Company complies with Recommendations 7.1 and 7.2.

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Recommendation 7.3 is not applicable to the Company, as the provisions of Chapter 2M of the Corporations Act 2001 (Cth) do not apply. Accordingly, the Company will not seek or obtain the assurance from management ordinarily required by section 295A of the Corporations Act 2001 (Cth) and will not be complying with Recommendation 7.3 on an ongoing basis.

The Company has complied with Recommendation 7.4 and provided an explanation for its departure from Recommendation 7.3.

Principle 8: Remunerate fairly and responsibly

Remuneration of Directors

None of the Directors are entitled to any remuneration from the Company other than by way of directors’ fees and reasonable travelling, accommodation and other expenses incurred in the course of performing duties or exercising powers as directors.

The Company’s shareholders have approved annual fees of NZ$80,000 for each Director, NZ$145,000 for the Chairman, NZ$100,000 for the Deputy Chairman and an additional aggregate allowance of NZ$80,000 for Board committee work. These fees take effect from the date on which the Company is listed.

Prior to this, the Shareholding Ministers, as sole shareholders of the Company agreed to the payment by the Company of additional fees of up to NZ$190,000 in the year beginning 1 July 2013 to compensate Directors for additional work required in preparation for the IPO.

Human Resources and Remuneration Committee

The Company has established a remuneration committee in the form of the Human Resources and Remuneration Committee. The primary purpose of the Human Resources and Remuneration Committee is to assist the Board in the discharge of its responsibilities and oversight in relation to:

• the Company’s human resource’s strategy and policy;

• the remuneration of Directors; and

• the remuneration and performance of the Company’s Chief Executive and senior executives.

The current members of the Human Resources and Remuneration Committee are Andrew Clements (Chairman), Dame Jenny Shipley and John Dell.

The Board has adopted a Human Resources and Remuneration Committee Charter. A copy is available from the Governance section of the Company’s website (www.genesienergy.co.nz).

The Company complies with Recommendations 8.1 and 8.2 in relation to the Human Resources and Remuneration Committee and the requirements for its composition, that it:

• consists of a majority of independent Directors;

• is chaired by an independent chairman; and

• has at least three members.

The structure of remuneration of senior executives, as distinct from Directors’ remuneration, is set out in Section 4.2 Board, management and corporate governance of the New Zealand Prospectus under the heading “Executive Remuneration”. The Company complies with Recommendation 8.3.

No Directors are entitled to any retirement benefits.

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Transactions in associated products

The Company’s Trading in Company Securities Policy prohibits Directors, officers, employees, contractors or secondees of the Company or any of its subsidiaries, where they are entitled to participate in any equity based remuneration scheme, from entering into any transaction for any associated product which has the effect of limiting the economic risk of participating in any entitlement that they are eligible for under that remuneration scheme.

In accordance with Recommendation 8.4, the Company has provided, or intends to provide in its Annual Report, the information indicated in the Guide to reporting on Principle 8.

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Appendix 1

Genesis Energy Limited Board Members

THE RIGHT HONOURABLE DAME JENNY SHIPLEY

Chairman of the Board and independent director

DNZM

Dame Jenny Shipley has been Chairman of Genesis Energy since November 2009. She is the Chairman of the Company's Nominations Committee and is also a member of the Company's Audit and Risk Committee and Human Resources and Remuneration Committee. Dame Jenny is Chairman of Momentum Holdings Limited, Seniors Money International Limited and the Financial Services Council of New Zealand. Dame Jenny is also a director of Trans-Tasman Resources Limited and recently retired, having completed a six-year term, as a director on the Hong Kong and Shanghai-listed China Construction Bank.

Dame Jenny was Prime Minister of New Zealand from 1997 to 1999 and in the preceding seven years she was a Minister in the New Zealand Government and responsible for various portfolios including Minister for State Owned Enterprises. In both roles she was involved in the split of ECNZ and the selldown of the shares in Contact Energy Limited. Dame Jenny is a member of the Canterbury Earthquake Recovery Authority review panel, Chair of Global Women NZ, Co-Chair of Women Corporate Directors, Vice-President of the Club of Madrid and a member of the World Women's Leadership Council.

Dame Jenny is a former director of Mainzeal Property and Construction Limited (resigned 31 December 2012), its parent company Mainzeal Group Limited (resigned 5 February 2013) and a number of their associated companies. Mainzeal Property and Construction Limited, Mainzeal Group Limited and a number of their associated companies were placed in receivership and/or liquidation in February 2013.

JOANNA PERRY

Deputy Chairman of the Board and independent director

MNZM, MA Econ (Cantab), FCA

Joanna Perry joined the Genesis Energy board in May 2007 and was appointed Deputy Chairman in May 2009. She is Chairman of the Audit and Risk Committee and a member of the Nominations Committee.

Joanna is a professional director whose current governance appointments include Trade Me Group Limited, Partners Group Holdings Limited, Kiwi Property Management Limited, The Co-operative Bank Limited, Tainui Group Holdings Limited, Rowing New Zealand and Sport and Recreation New Zealand. She is Chairman of the Investment Advisory Panel of the Primary Growth Partnership.

Joanna will be a member of the IFRS Interpretations Committee until 31 March 2014 and will assume Chairmanship of the IFRS Advisory Council from 1 April 2014.

She was previously a partner in the international accountancy and consultancy firm KPMG (17 years), a member, then Chairman, of the New Zealand Financial Reporting Standards Board (11 years) and a member of the Securities Commission (11 years).

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ANDREW CLEMENTS

Independent Director

BCom

Andrew Clements, known as Clem, was appointed to the Genesis Energy board in July 2012 and chairs the Company's Human Resources and Remuneration Committee. Clem is an investor and professional director. He is Chairman of Orion Corporation Limited and currently Chairman of New Zealand Assets Management Limited and Amadeus Asset Administration Limited from which he will retire on 28 March 2014. Clem is a director of NZX-listed Ryman Healthcare Limited. He is also the Chairman of the New Zealand Football Foundation. He was previously director of Emerald Capital Limited, a Canadian-owned investment company, until 2008. Prior experience includes nine years with Goodman Fielder Wattie in various financial and general management positions in New Zealand and Asia, following corporate money market and foreign exchange positions in New Zealand and London. Clem will retire as a director of Genesis Energy at the 2014 Annual Meeting and will not be standing for re-election.

JOHN DELL

Independent Director

BCom (Hons), CA

John Dell was appointed to the Genesis Energy board in May 2010 and is a member of the Company's Audit and Risk Committee and Human Resources and Remuneration Committee. John is a professional director, with current appointments including Higgins Group Holdings Limited, Viridian Glass GP Limited and Unimarket Holdings Limited. He has experience in executive finance and strategic management having previously held executive positions as Chief Financial Officer and Chief Executive Officer of Tenon Limited (formerly Fletcher Challenge Forests Limited) and as Chief Financial Officer of Air New Zealand Limited. While acting in his capacity as Chief Financial Officer of Air New Zealand Limited, John served as a director of several subsidiaries in the Ansett New Zealand Group. The Ansett New Zealand Group went into liquidation in 2001. Prior to his corporate roles, John worked for KPMG.

JOHN LEUCHARS

Independent Director

ME, BCA, FIPENZ

John Leuchars joined the Genesis Energy board in July 2012 and is a member of the Company's Audit and Risk Committee. He is a professional company director. John was a consulting engineer who held director and managing director positions in international consulting engineering companies for 30 years. These included managing director of Connell Wagner (NZ) Limited (now Aurecon) and of Connell Mott MacDonald, London. He has experience in a broad range of industries including the design of power generation projects in a hands on design role or at a governance level. John is currently a director of KiwiRail Holdings Limited.

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GRAEME MILNE

Independent Director

ONZM, BTech (Biotech) Hons

Graeme Milne was appointed to the Genesis Energy board in May 2009 and is a member of the Company's Nominations Committee. He is a professional director and is the Chairman of a number of New Zealand-based entities, including Synlait Milk Limited, New Zealand Pharmaceuticals Limited, Johne's Disease Research Limited, TerraCare Fertilisers Limited, Rimanui Farms Limited and Pacific T&R Limited, and holds directorships in the New Zealand Institute for Rare Disease Research Limited, Alliance Group Limited and FMG Insurance.

Graeme was a director of NZX-listed distribution company Horizon Energy Distribution Limited for seven years prior to joining the board of Genesis Energy.

RUKUMOANA SCHAAFHAUSEN

Independent Director

LLB

Rukumoana Schaafhausen was appointed to the Genesis Energy board in May 2010 and is a member of the Company's Audit and Risk Committee. She serves as a director and executive member on a number of boards including Regional Facilities Auckland Limited, Te Waharoa Investments Limited and Waikato-Tainui Te Kauhanganui Incorporated (the Trustee of the Waikato Raupatu Lands Trust and Waikato Raupatu River Trust). Rukumoana chairs Te Kauhanganui Incorporated's Group Audit and Risk Committee. She has practised as a lawyer for a number of years in the areas of governance and property and previously worked as Group Counsel for a largescale property development company. Rukumoana is of Waikato-Tainui descent.

Genesis Energy Limited - Corporate Governance Statement

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