CORPORATE GOVERNANCE Continued
Nominations Committee
RESPECTING THE RIGHTS OF SHAREHOLDERS Vector recognises the rights of shareholders as the owners of the company and encourages their ongoing active interest in the company’s affairs by: • communicating with them effectively • ensuring they have full access to information about the company, including through the Vector website • conducting shareholder meetings in locations and at times convenient to the majority of shareholders and comment upon, relevant matters, and to question directly the external auditors at shareholder meetings • enabling shareholders to receive communications from, and send communications to, Vector and its security registry electronically • inviting shareholders to contact the company to ask questions, or express views, about matters affecting the company. To facilitate this, Vector has a dedicated email address for shareholder/ investor queries, which is: investor@vector.co.nz. Vector’s Shareholder Relations Policy is published on Vector’s website. Vector’s Constitution includes provisions relating to its majority shareholder, Entrust. In addition, Vector and Entrust are parties to a Deed Recording Essential Operating Requirements, which includes certain policy, consultation, pricing reporting • providing shareholders with adequate opportunity to ask questions about,
of the Remuneration Committee’s composition and duties is contained in the Remuneration Committee Charter, which is published on Vector’s website. Members of the Remuneration Committee as at 30 June 2017 were: James Carmichael (Chairman), Michael Stiassny, Alison Paterson and Karen Sherry. Assists the board in fulfilling its responsibilities and objectives in matters related to implementing sustainable business practices and Vector’s role as a responsible corporate citizen; this includes but is not limited to environmental performance and opportunities, community engagement and investment, diversity and inclusion, ethical business practices and human rights and sustainable supply chain practices. The Sustainability Committee Charter is available on Vector’s website. Members of the Sustainability Committee as at 30 June 2017 were: Karen Sherry (Chair), James Carmichael, Hugh Fletcher, Jonathan Mason, Alison Paterson, Michael Stiassny and Bob Thomson. REMUNERATING FAIRLY AND RESPONSIBLY The directors’ remuneration, and certain employee remuneration information, is set out in the ‘Statutory Information’ section of this Annual Report. Vector’s Director and Executive Remuneration Policy is published on Vector’s website. Vector’s directors do not participate in an executive remuneration or share scheme. Directors do not receive any options, bonus payments or incentive-based remuneration. The company does not have a scheme for retirement benefits to be given to directors. Sustainability Committee
A full description of the Audit Committee’s composition and duties is contained in the Audit Committee Charter, which is published on Vector’s website. The committee’s members as at 30 June 2017 were: Jonathan Mason (Chairman), James Carmichael, Hugh Fletcher, Alison Paterson, Karen Sherry, Michael Stiassny and Bob Thomson. fulfilling its responsibilities to protect the interests of Vector, its shareholders and stakeholders given the regulatory environment in which Vector operates. A full description of the Regulatory Committee’s composition and duties is contained in the Regulatory Committee Charter, which is published on Vector’s website. The committee’s members as at 30 June 2017 were: James Carmichael (Chairman), Jonathan Mason, Karen Sherry, Michael Stiassny and Bob Thomson. Risk and Assurance Committee Assists the board in fulfilling its responsibilities to protect the interests of shareholders, customers, employees and the communities in which Vector operates through establishing a sound risk management framework and rigorous processes for internal control. A full description of the Risk and Assurance Committee’s composition and duties is contained in the Risk and Assurance Committee charter, which is published on Vector’s website. Risk and Assurance Committee members as at 30 June 2017 were: Karen Sherry (Chair), James Carmichael, Jonathan Mason, Alison Paterson, Michael Stiassny and Bob Thomson. Regulatory Committee Assists the board in
Assists the board in fulfilling its responsibilities to have an efficient mechanism for examination of the selection and appointment practices of the company. For as long as Entrust holds at least 50.01% of Vector’s shares, this committee undertakes non-binding consultation with Entrust prior to finalising any board recommendation regarding a director nomination or appointment. A full description of the Nominations Committee’s composition and duties is contained in the Nominations Committee Charter, which is published on Vector’s website. Members of the Nominations Committee as at 30 June 2017 were: Michael Stiassny (Chairman), Hugh Fletcher and Alison Paterson. appointment, performance and remuneration of the Group Chief Executive and members of the executive team (including succession planning), reviewing Vector’s Remuneration Policy and reviewing and monitoring Vector’s Diversity and Inclusion Policy. The Remuneration Committee evaluates the performance of the Group Chief Executive and provides input into the process and review by the Group Chief Executive of the performance of senior management. The evaluations are based on criteria that include the performance of Vector and the accomplishment of strategic objectives. During the year ended 30 June 2017, performance evaluations of the Group Chief Executive and executives were conducted in accordance with this process. A full description
Remuneration Committee Assists the board in overseeing the
and the energy solutions programme obligations.
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