Board of Directors.

Ralph Graham Waters Antony John Carter Hugh Alasdair Fletcher Alan Trevor Jackson	John Frederick Judge Jonathan Peter Ling Gene Thomas Tilbrook Kerrin Margaret Vautier

Ralph Graham Waters

CP Eng, FIE Aust, MBus

Independent Non-Executive Chairman of Directors

Chairman of the Nominations Committee
First appointed 10 July 2001

Mr Waters, 62, has extensive management experience in the Australasian building products industry including as managing director of Email, a major Australian industrial company, and until 31 August 2006 as the chief executive officer and managing director of Fletcher Building. He is a director of Woolworths, Fonterra Co-operative Group, Westpac New Zealand and Fletcher Building Industries. He is deputy chairman of the Local Organising Committee for the ICC World Cup 2015. Mr Waters is a Chartered Professional Engineer and a Fellow of the Institution of Engineers Australia.

Antony John Carter

BE (Hons), ME, MPhil (Loughborough)

Independent Non-Executive Director

Member of the Remuneration and Nominations Committees
First appointed 1 September 2010

Mr Carter, 54, was previously managing director of Foodstuffs (Auckland) and Foodstuffs (New Zealand), New Zealand’s largest retail organisation, and a director of a number of related companies. He has extensive experience in retailing, having joined Foodstuffs in 1994 and from having owned and operated several Mitre 10 hardware stores, and was a director and later chairman of Mitre 10 New Zealand Limited. Mr Carter is also a director of Vector, Air New Zealand, Fisher & Paykel Healthcare and Fletcher Building Industries, chair of the NZ Institute and a trustee of the Maurice Carter Charitable Trust.

Hugh Alasdair Fletcher

MCom (Hons), MBA (Stanford), BSc

Independent Non-Executive Director

Member of the Audit and Nominations Committees
First appointed 23 March 2001

Mr Fletcher, 63, has had extensive management experience and now holds a number of directorships and advisory positions. He is a director of Rubicon, Fletcher Building Industries, the Reserve Bank of New Zealand, Vector and Insurance Australia Group, a member of the Australia and New Zealand advisory board of L.E.K. Consulting and a trustee of the New Zealand Portrait Gallery.

Alan Trevor Jackson

BEng (Hons), PhD (Auckland), MBA,
(IMD Management Institute)

Independent Non-Executive Director

Chairman of the Remuneration Committee and member of the Nominations Committee
First appointed 1 September 2010

Dr Jackson, 58, was until 2009 chairman Australasia, senior vice president and director of The Boston Consulting Group. He has been an international management consultant since 1987 with The Boston Consulting Group and has proven experience at the most senior levels of international and government business. Dr Jackson has worked across a range of industries including resources, diversified industrials, building products and construction sectors. Dr Jackson is a Fellow of the Institution of Professional Engineers. He is chairman of Housing New Zealand Corporation, a director of New Zealand Racing Board and Fletcher Building Industries and a trustee of The Icehouse Auckland.

John Frederick Judge

BCom, FCA, MPP, FINSTD

Independent Non-Executive Director

Chairman of the Audit Committee and member of the Nominations Committee
First appointed 9 June 2008

Mr Judge, 57, has considerable experience in Australasian business and brings further financial and analytical knowledge to the board. His career includes various roles within Ernst & Young culminating in the position of chief executive of Ernst & Young New Zealand. He is a director of ANZ National Bank and Fletcher Building Industries and chairman of the Accident Compensation Corporation and the Auckland Art Gallery Foundation and a member of the Otago University Business School advisory board.

Jonathan Peter Ling

BEng, MBA, FIPENZ

Managing Director

First appointed 1 September 2006

Mr Ling, 57, is the chief executive officer and managing director of the company. He has extensive management experience in competitive manufacturing business through his senior management roles in the Laminates & Panels division from 2003 to 2006, and before that in Pacifica, Visy and Nylex.

Mr Ling is also a director of ASB Bank and Fletcher Building Industries. He is a member of the Business Council of Australia Sustainable Growth Taskforce and during 2008 and 2009 served on the New Zealand-Government appointed Capital Markets Development Taskforce.

Gene Thomas Tilbrook

BSc, MBA (University of Western Australia)

Independent Non-Executive Director

Member of the Audit and Nominations Committees
First appointed 1 September 2009

Mr Tilbrook, 60, was finance director at Wesfarmers Limited until his retirement in May 2009. He led Wesfarmers’ business development group, becoming executive director, business development in 2002 and finance director in 2005. Mr Tilbrook is chairman of Transpacific Industries Group and a director of Fletcher Building Industries, QR National, the GPT Group and the Australian broadband company, NBN. He is a councillor of Curtin University of Technology and a fellow of the Australian Institute of Company Directors (WA).

Kerrin Margaret Vautier

CMG, BA, FINSTD, LEANZF

Independent Non-Executive Director

Member of the Audit and Nominations Committees
First appointed 23 March 2001
Retired 31 August 2011

Mrs Vautier, 66, is a research economist specialising in competition law and economics. She has served on a number of Government agencies, including as a member of the New Zealand Commerce Commission, and has been a director of several New Zealand listed companies. Currently, she is a director of the Reserve Bank of New Zealand and Fletcher Building Industries. She also chairs the Musica Sacra Trust and the Auckland City Mission. Mrs Vautier is a lay member of the High Court under the Commerce Act.