Vector Annual Report 2023

Governance report

Governance report

This section of the annual report is an overview of Vector’s corporate governance framework, approved by the Board, for the financial year ended 30 June 2023.

Roles and responsibilities of the Board and management The primary objective of the Board is to protect and enhance the value of Vector in the interests of Vector and its shareholders. The Board has overall responsibility for all decision making within Vector. Vector’s governance practices are designed to: – enable the Board to provide strategic guidance for Vector and effective oversight of management; – clarify the roles and responsibilities of Vector’s directors and senior executives in order to facilitate Board and management accountability to both Vector and its shareholders; and – ensure a balance of authority so that no single individual has unfettered powers.

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 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 informed by the NZX Listing Rules (NZX Rules), the NZX Corporate Governance Code (2023) (NZX Code), the Financial Markets Conduct Act 2013 and the Companies Act 1993. Vector’s governance practices are consistent with the principles in the 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. Vector’s key corporate governance documents, including board and committee charters and policies, can be found at www.vector.co.nz/ investors/governance.

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Vector Annual Report 2023

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