Investor Information

About SmartPay

SmartPay Holdings Limited is the NZX listed Company Trading as Smartpay ("NZX:SPY") which is an innovative merchant services company providing merchants with the opportunity to better market themselves, increase revenue or save costs.

SmartPay delivers a range of managed merchant services allowing merchants to deal with one organization but realize many benefits.

The SmartPay offer to merchants uses the latest technology to bring them a range of services that is unmatched by any other single company.

We are committed to providing merchants the best in innovative new technologies and will be adding to our managed services packages as these come on stream.

We can also license our technologies to third parties allowing not just local merchants to benefit from innovations we have made.

We are market leaders in a number of areas and are listed on the New Zealand Stock exchange (NZX code : SPY).

Board of Directors

	Wayne Johnson - Chairman and Independent Director Wayne has over 25 years business and financial transaction experience gained in Australia, New Zealand, Asia and North America. He has founded and helped manage a range of businesses from start-ups through to public listings and has been responsible for a number of large business sales in the technology and telecommunications industries to multinational buyers. Wayne provides a wealth of experience in mergers and acquisitions, corporate advisory and general business development to the board. Wayne manages Nobleman Ventures, his own boutique corporate advisory firm in Australia.
	Ian Bailey - Managing Director Ian has been involved in the EFTPOS and IT industries for over 25 years. He has been Managing Director of a number of successful start-up companies in the EFTPOS and IT industries including 5 years as Managing Director of Hypercom Data Systems based in Australia until 1996, and subsequently founder of Cadmus Technology Limited from inception to listing, in New Zealand, until his departure in 2007 prior to the merger with Provenco. He is also a member of the Institute of Directors and owns management consultancy company Riverhorse Consultants Limited.
	Greg Barclay - Non Independent Director Greg is a founding partner of Auckland law firm Claymore Partners and brings expertise in commercial law including corporate structuring, mergers and acquisitions. He is a past or present director of a number of high profile private New Zealand companies including Kim Crawford Wines, Pacific Forest Products Group, and recent Rugby World Cup appointee Hospitality New Zealand, as well as being a board member of the Northern Districts Cricket Association.
	John Nimmo - Independent Director John has had over 20 years' experience as Chief Executive of manufacturing, marketing, exporting and distribution businesses with turnovers of up to $100 million. In conjunction with Ian Bailey, John was a founder of Cadmus Technology Ltd (CTL) listing it on the NZX in November 2000. He served as Commercial Director until his retirement in December 2007, prior to the merger with Provenco. In July and August 2009 he assisted SmartPay with the purchase by of the payments division of ProvencoCadmus and provided consultancy services to SmartPay until his appointment to the board in December 2010. He continues to provide independent advice to a wide range of businesses and entrepreneurs. John is a Fellow of The Chartered Institute of Secretaries and has an MBA (with distinction) from Massey University.

CORPORATE GOVERNANCE STATEMENT

The Board of SmartPay Holdings Limited is committed to the guiding values of the company as being Australasian focused, innovative, pursuit of excellence, leadership, integrity and honesty in its role of being a profitable provider of end-to-end payment solutions It expects that management and staff subscribe to these values and use them as a guide in making decisions.

We pride ourselves on transparency and accountability in all our business dealings. As a listed company SmartPay strives to go beyond mere compliance and achieve best practice standards.

SmartPay has modelled its corporate governance on the New Zealand Exchange (NZX) Corporate Governance Best Practice Codes and also has had regard to the Principles and Guidelines of Corporate Governance as recommended by the New Zealand Securities Commission. In addition, SmartPay is aware of the guidelines of the Institute of Chartered Accountants of New Zealand when it comes to best practice in terms of reporting requirements expected in terms of annual reports and other statutory documents.

Responsibility

The Board has ultimate responsibility to shareholders for the proper direction and control of the Company's activities. This includes strategic direction, capital expenditure, policy determination, and stewardship of the Company's assets, risk management, legal compliance and monitoring management performance. The Board guides and monitors the affairs of SmartPay on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board operates under a Board Charter which is available on the Company's website.

Delegation

The Board has delegated day to day responsibility for the leadership and management of the Company to the Managing Director, who is required to do so in accordance with Board direction and within the guidelines agreed in the Annual Budget and Strategic Plan.

Board composition and focus

The Board currently comprises three non executive directors (including the chairman) and one executive director. The board recognises the importance of independent directors in ensuring an optimal balance between board members who are able to bring a wide range of business experience and skills and those with direct company knowledge and operational responsibility. It has two independent directors, one of whom is the chairman. Individual Board members work directly with management on major initiatives. The Board generally meets six to eight times a year (or more often as required) to review its operations and performance.

Committees

Board committees add to the effectiveness of the Board by being able to inject a more detailed analysis of key issues and help to bring a degree of efficiency to decision making. The Board regularly reviews its committee structure and Board Charter and have approved the terms of reference for three committees. Each committee is empowered to seek any information it requires from employees and to obtain independent legal or other professional advice it may deem necessary.

Audit and Finance Committee - The committee's terms of reference require it to consist of three directors, at least two of whom must be independent. They review financial data and facilitate the annual audit. It's Board approved terms of reference are included in the Board Charter which is available on the Company's website. It's members are:

John Nimmo (Chair of the committee)

Wayne Johnson

Greg Barclay

Risk and Compliance Committee - The committee's terms of reference require it to consist of a minimum of two directors. It's role is to ensure controls are in place to minimise business risk and to require and monitor legislative and regulatory compliance and will meet at least 4 times a year. Its Board approved terms of reference are included in the Board Charter which is available on the Company's website Members:

Greg Barclay (Chairman of the Committee)

Wayne Johnson

Remuneration and Appointments Committee - The committee's terms of reference require it to consist of two non-executive directors of the Company. It is constituted to approve appointments and terms of remuneration for senior executives of the Company, review and agree terms of any bonus incentive or share option scheme; it meets at least once a year. The Managing Director submits recommendations to the committee for consideration. Its Board approved terms of reference are included in the Board Charter which is available on the Company's website

Members throughout the year were:

Wayne Johnson (Chair of the Committee)

John Nimmo

Greg Barclay

Director Board Meeting Attendance

Directors meeting attendance is monitored and, as required by the constitution, if a director misses more than three consecutive meetings without leave being granted by resolution of the board the position is vacated.

Insider Trading

All directors and management have endorsed the insider trading procedure as issued under the Securities Amendment Act 1988 which sets the criteria for dealing in securities by directors and employees.

Director re-election

Under the terms of the constitution, one third of directors (two) are required to retire by rotation at the annual meeting of the Company but may seek re-election at that meeting.

Recognising Risk

SmartPay takes a proactive approach to risk management and reviews major decisions and deals with a view to every potential risk that the Company may be exposed to as a result. The Board is responsible for ensuring that risks, and opportunities, are identified on a timely basis and that the Group's objectives and activities are aligned with the risks and opportunities identified by the board.

Risk mitigation strategies are updated on an ongoing commercial basis.