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This section of the annual report is an overview of selected aspects of Vector’s corporate governance framework. A copy of Vector’s full Corporate Governance Statement for the 2020 financial year, which provides detailed information about the company’s framework of corporate governance policies, practices and processes, is available at the corporate governance section of the company’s website at www.vector.co.nz/ investors/governance. Vector’s Board is committed to maintaining high standards of corporate governance, ensuring transparency and fairness, and recognising the interests of our shareholders and other stakeholders. The Board has an established set of guiding principles that state that the company will: ‒ Be a leading commercial enterprise in Australasia with a reputation for delivering results through sound strategy; ‒ Have entrepreneurial agility, being the first to identify opportunities and bring them to market; ‒ Be a great employer which values knowledge and talent; ‒ Strive to ensure that everyone who does work for Vector, goes home healthy and safe; ‒ Deal fairly and honestly with its customers; and ‒ Be a good corporate citizen. Vector’s governance practices are consistent with the principles in the NZX Corporate Governance Code (2020) (NZX Code), except that Vector has not adopted a formal protocol for responding to takeovers (NZX Code Recommendation 3.6). Because Entrust holds 75.1% of Vector’s shares, it is not practically possible for a takeover offer of Vector to be made by a party other than Entrust. Roles and responsibilities of the Board and management The primary objective of the Board is to protect and enhance the value of the company in the interests of the company and its shareholders. To ensure that Vector’s business objectives and strategies are achieved
and to deliver value to the company and its shareholders, the Board strives to understand, meet and appropriately balance the expectations of all its stakeholders, including its employees, customers and the wider community. In carrying out its responsibilities and powers, the Board at all times recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law. The Board works to promote and maintain an environment within Vector that establishes these principles as basic guidelines for all of its employees and representatives. The Group Chief Executive has responsibility for the day-to-day management of Vector and its businesses. He is supported in this function by the Vector executive team. Details of the members of the executive team are set out on pages 24 and 25 of this annual report and in the About Us section of Vector’s website (www. vector.co.nz/about-us/board-executive- team). The Board maintains ultimate responsibility for strategy and control of Vector and its businesses. Board membership Vector’s Board comprises experienced directors from diverse backgrounds and who lead the company on behalf of its shareholders and other stakeholders. The directors are committed to maintaining high standards of corporate governance, ensuring transparency and fairness and recognising the interests of our stakeholders. The Board comprises seven directors, all of whom are non-executive. Biographies are set out on pages 22 and 23 of this report. The current directors possess an appropriate mix of skills, expertise and diversity to enable the Board to discharge its responsibilities and deliver the company’s strategic priorities. Director independence The Nominations Committee has responsibility on behalf of the Board for making determinations as to the independence status of all directors.
The Board has reviewed the position and relationships of all directors in office and considers that five of the non-executive directors are independent. Those directors are Dame Alison Paterson who is Vector’s Chair, Jonathan Mason who is Deputy Chair, Tony Carter, Dame Paula Rebstock and Bruce Turner. Michael Buczkowski and Alastair Bell represent Vector’s majority shareholder Entrust, and are therefore not independent directors. Board committees There are currently four Board committees: an Audit Committee, a Nominations Committee, a Remuneration Committee and a Risk and Assurance Committee. Each committee has a written charter setting out its purpose, objectives, responsibilities, structure and composition, meetings and procedure, authority and reporting. The members and chairs of each committee are: COMMITTEE MEMBERS Audit Committee Jonathan Mason (Chair)
Alastair Bell Tony Carter Alison Paterson Bruce Turner
Nominations Committee
Tony Carter (Chair*) Alastair Bell Mike Buczkowski Jonathan Mason
Alison Paterson Paula Rebstock Bruce Turner
Remuneration Committee
Tony Carter (Chair*) Alastair Bell
Alison Paterson Paula Rebstock
Risk and Assurance Committee
Bruce Turner (Chair*) Michael Buczkowski
Jonathan Mason Alison Paterson Paula Rebstock
The committee’s assessment of independence is guided by the NZX Listing Rules and NZX Code Recommendation 2.4.
* effective 2 December 2019.
Governance report
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