CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
• Fraud Control Policy Sets out Vector’s
PROMOTION OF ETHICAL AND RESPONSIBLE DECISION-MAKING
commitment to achieving effective fraud control supporting an honest and ethical culture. • Health and Safety Policy Sets out Vector’s overarching commitments and requirements for health, safety and well-being. • Reporting Non-GAAP Profit Measures Policy Sets out Vector’s position in relation to reporting profit measures to the market other than those calculated in accordance with GAAP. • Risk Management Policy Provides a framework for maximising opportunities and managing risk (creating and protecting organisational value) by supporting effective decision-making and robust commercial outcomes. Details Vector’s policy on, and rules for, dealing in Vector’s or its subsidiaries’ quoted financial products (including ordinary shares and bonds). • Shareholder Relations Policy Recognises the rights of Vector’s shareholders as the owners of the company, and encourages their ongoing active interest in the company’s affairs. • Stakeholder Relations Policy Recognises the interests of stakeholders, and • Insider Trading Policy demonstrates Vector’s commitment to treat all stakeholders fairly and with respect. Vector maintains an interests register in which relevant transactions and matters involving the directors are recorded. See the ‘Statutory Information’ • Interests Register
Vector expects its directors and employees to act legally, ethically, responsibly and with integrity in a manner consistent
with Vector’s policies, procedures and values.
The following measures have been put in place to assist with this. • Code of Conduct and Ethics Sets out the ethical standards expected from Vector’s behalf. The Code of Conduct and Ethics is made available to all employees. Vector monitors compliance with the Code through its normal performance management processes and its Whistleblower Policy. Vector’s directors, staff and anyone acting on
GUIDING PRINCIPLES Vector’s board is committed to maintaining the highest standards of corporate governance, ensuring transparency and fairness, and recognising the interests of our shareholders and other stakeholders. Vector strives to maintain a framework of corporate governance that reflects this commitment. This section provides an overview of Vector’s main corporate governance policies, practices and processes which have been adopted and are followed by Vector’s board. More information can be found at: www.vector.co.nz/investors/governance. Vector’s ordinary shares are quoted on the NZX Limited’s Main Board and its capital bonds are quoted on the NZX Debt Market. Consequently, Vector’s governance practices are informed by the principles, guidelines and recommendations of NZX Limited’s Main Board Listing Rules, the NZX Corporate Governance Best Practice Code, and the Financial Market Authority’s Corporate Governance Principles and Guidelines. Vector believes that the governance practices it has adopted follow all of these principles, guidelines and recommendations with one exception – the NZX Corporate Governance Best Practice Code encourages directors to take a portion of their remuneration under a performance-based equity security compensation plan; however, Vector does not have an equity security compensation plan for directors. NZX CORPORATE GOVERNANCE CODE In May 2017, NZX published the NZX Corporate Governance Code, which will replace the existing NZX Corporate Governance Best Practice Code with effect from 31 December 2017. The new Code is the first substantial change since 2003. Vector will be required to report against the new NZX Corporate Governance Code. While Vector has opted not to voluntarily report early against the new Code, Vector is already compliant with the Code’s eight principles and most of the recommendations. Vector fully supports NZX’s update to the Code, which has a stated purpose of promoting good corporate governance, recognising that boards are in place to protect the interests of shareholders and provide long-term value.
• Continuous Disclosure Policy Affirms Vector’s
commitment to provide accurate, timely, orderly and consistent disclosure and compliance with its continuous disclosure obligations.
• Director and Executive Remuneration Policy Sets out Vector’s policy on director and executive remuneration. • Directors’ Code of Practice Sets out additional standards expected from Vector’s directors when carrying out their duties as directors of Vector. • Diversity and Inclusion Policy Recognises Vector’s
commitment to diversity and inclusion and sets out measurable objectives in relation to diversity and inclusion.
• Environmental Policy Sets out Vector’s
overarching commitment for managing the environmental aspects of its businesses.
section of this Annual Report for details of directors’ interests.
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