Frequently Asked Questions
To invest in Xero please contact your usual stockbroker, or alternatively contact one of the brokers currently researching us (see Where do I find research reports below). In most stock tracking software you can use the symbol XRO.NZ. A full list of New Zealand stockbrokers and other information about buying or selling shares on the NZX can be found on the NZX website.
To invest in Xero please contact your usual stockbroker. In most stock tracking software you can use the symbol XRO.AX. A full list of Australian stockbrokers and other information about buying or selling shares on ASX can be found on the ASX website.
If you are a resident outside of New Zealand and Australia and want to invest in Xero, note that Xero shares can generally only be purchased through an NZX or ASX registered share broker. However, you can contact your local share broker to see if they have a relationship with an NZX or ASX registered broker.
Link Market Services maintain Xero’s share register. Link Market Services can be contacted by emailing firstname.lastname@example.org. They can be contacted by phone on +64 9 375 5998 for the New Zealand office, +61 1 300 554 474 for the Australian office.
The Board of Directors has delegated some of its powers to Board Committees and other powers to the Company’s executives. The terms of the delegation by the Board to the Company’s executives are clearly documented, along with permitted delegations from those executives to direct reports.
The Board comprises of eight directors, being a non-executive chairman, one executive director, and six non-executive directors. The Board has the broad range of IT, financial, sales, business and other skills and expertise necessary to meet its objectives.
The Chairman is elected by the Board from the non-executive directors. The Board supports the separation of the role of Chairman and Chief Executive. The Chairman’s role is to manage the Board effectively, to provide leadership to the Board and to facilitate the Board’s interface with the Chief Executive.
The Board Charter requires that a minimum of two directors be “independent”.
As required by the NZX listing rules, Xero’s approach to director independence is to have regard to relationships that could (or could be perceived to) materially interfere with the exercise of the unfettered and independent judgement of a director. The NZX Main Board and ASX listing rules provide guidance as to the types of relationships that constitute “material relationships”, affecting independence or the perception of independence.
The Board will review any determination it makes as to a director’s independence on becoming aware of any information that indicates the director may have a relevant material relationship with Xero. For this purpose, directors are required to ensure that they immediately advise of any new or changed relationships, to enable the Board to consider and determine the materiality of the relationship.
The Board considers that Chris Liddell, Bill Veghte, Lee Hatton, Craig Elliott, Sam Morgan, and Graham Smith are independent. The Board determined that Rod Drury is not independent by virtue of his executive responsibilities and shareholding in the company. Further the Board considers that Craig Winkler is not independent as a result of him being a substantial security holder in the company.
The Board Charter outlines the Board’s policy on conflicts of interest. Where conflicts of interest do exist, directors excuse themselves from discussions and in accordance with the relevant stock exchange listing rules, do not exercise their right to vote on those matters.
The procedures for the appointment and removal of directors are governed by the company’s Constitution. The suitability of candidates for appointment is based on pre-established criteria. When recommending a candidate to act as a director, the Board takes into account such factors as it deems appropriate, including the experience, qualifications, availability and judgement of the candidate and the candidate’s ability to work with other directors.
Directors receive formal letters of appointment setting out the arrangements relating to their appointment.
The Board has the following committees: the Audit and Risk Management Committee, the People and Remuneration Committee, and the Nominations Committee. Links to the charters of each committee are at the bottom of this web page. The membership of each committee is as follows:
- Audit and Risk Management Committee – Graham Smith (Chair), Chris Liddell, Craig Winkler, Lee Hatton
- People and Remuneration Committee – Sam Morgan (Chair), Chris Liddell, Craig Elliott, Bill Veghte, Lee Hatton
- Nominations Committee – Chris Liddell (Chair), Sam Morgan, Craig Winkler
The Constitution provides that a director is required to stand for re-election at the third annual meeting following the director’s appointment or three years, whichever is the longer. Directors also retire in accordance with ASX and NZX Listing Rules, at the Company’s Annual Meeting each year.
Directors' fees are currently set at a maximum of $850,000 for non-executive directors. The actual amount of fees paid in the past year are set out in the Company’s Annual Report.
The directors generally receive materials for Board meetings four days in advance, except in the case of special meetings for which the time period may be shorter owing to the urgency of the matter to be considered. Xero’s Company Secretary is responsible for supporting the effectiveness of the Board by ensuring that policies and procedures are followed and co-ordinating the completion and dispatch of the Board agenda and papers.
All directors have access to executives, including the Company Secretary, to discuss issues or obtain information on specific areas relating to items to be considered at board meetings or other areas as they consider appropriate. Further, Directors have unrestricted access to company records and information.
The Board, each Board Committee and each director has the right, subject to the approval of the Chairman, to seek independent, professional advice at Xero’s expense to assist them to carry out their responsibilities. Further, the Board and Board Committees have the authority to secure the attendance at meetings of outsiders with relevant experience and expertise.
All directors are responsible for ensuring they remain current in understanding their duties as directors.
All directors and employees are required to comply with the Xero's Securities Trading Policy and Guidelines, in undertaking any trading of Xero shares.
Details of the directors’ shareholdings are included in the Disclosures sections of the Company’s Annual Report.
Deeds of Indemnity have been granted to directors in relation to potential liabilities and costs they may incur for acts or omissions in their capacity as directors.
Directors and Officers Liability insurance covers the risks normally covered by such policies arising out of acts or omissions of directors and employees in their capacity as such.
Board meetings are held on a regular basis (at least eight times a year) and additional meetings are held when necessary. At each meeting the Board considers items of key financial and operational information as well as matters of strategic importance.
Executives regularly attend Board meetings and are also available to be contacted by directors between meetings.
Directors who are not members of the committees may attend the committee meetings.
Board and Board committee performance is subject to regular discussion at meetings of the Board and committees.
One of the main purposes of the Audit and Risk Management Committee is to ensure the quality and independence of the audit process. The Chairman of the Committee and the Chief Financial Officer work with the external auditors to plan the audit approach. All aspects of the audit are reported back to the Audit and Risk Management Committee and the auditors are given the opportunity at Committee meetings to meet with the Board without the Company’s executives present.
Contact our investor relations team.