The Board has established a number of committees to assist in the exercise of its functions and duties and to ensure that all risks are effectively monitored and managed.  A summary of the work of the committees is set out below.

Audit Committee
The Board has established an Audit Committee, which meets on a regular basis. The Audit Committee comprises three independent directors, Keith Smith (as Chairman), Rick Bettle and Susan Paterson. Jim McLay also attends meetings in an ex-officio capacity.

The Audit Committee operates under the terms of a formal charter.  The duties and responsibilities of the Audit Committee include the following:

• Providing advice to the Board.
• Reviewing the external audit plan and reports with the external auditor and the internal audit programme and reports with the internal auditor.
• Reviewing the half year and annual financial statements.
• Reviewing annually the independence, ability and objectivity of the external auditor.
• Monitoring procedures for sustaining communication with internal accounting staff and the external auditor.
• Reviewing what services other than statutory audits (if any) may be provided by the external auditor and procuring and monitoring the provision of such services.
• Obtaining regular updates from management on key enterprise-wide risks faced by GMT.

The Audit Committee reports its findings to the Board, in particular any matters that may have a material impact on the operating results or financial position of GMT.

Due Diligence Committee
The Board will establish a Due Diligence Committee to oversee and report to the Board on the due diligence process for any transaction for the Turst of a significant size and/or complexity. Examples of such transactions are major acquisitions funded by equity raisings. A Due Diligence Committee will usually include at least one Independent Director, relevant external consultants and members of Management considered appropriate for the transaction in question.

Appointments Committee
The Board will, when it considers appropriate, constitute a committee to consider senior executive and director appointments and performance. Any Appointments Committee will usually include at least one Independent Director and other personnel considered appropriate.

Remuneration Committee
The NZX Code requires that GNZ should establish a Remuneration Committee to recommend remuneration packages for Directors to Unitholders. Considering that Directors' fess are paid by GNZ and not by the Trust, GNZ does not maintain a Remuneration Committee.

Remuneration of the Board is determined by the Board, taking guidance from appropriate market rates for directors with similar experience undertaking comparable roles.  Remuneration is paid to all Directors other than Mr Goodman, on an equal basis between cash and Units. Importantly, the cost of such remuneration is borne by GNZ and not passed on to Unitholders as a cost over and above the management fee received by GNZ.  It is on this basis that the Board considers this particular non-compliance with the Code is appropriate.