Governance report
Director independence The Nominations Committee has responsibility on behalf of the Board for making determinations as to the independence status of all directors. The committee’s assessment of independence is guided by the NZX Rules and NZX Code Recommendation 2.4. The Board has reviewed the position and relationships of all directors in office and considers that six of the non-executive directors are independent for the purposes of the NZX Rules and Code. Those directors are Jonathan Mason who is Vector’s Chair, Dame Paula Rebstock who is Deputy Chair, Tony Carter, Doug McKay, Bruce Turner and Anne Urlwin. Dr Paul Hutchison and Alastair Bell represent Vector’s majority shareholder Entrust, and are therefore not independent directors due to that association. Directors are required to inform the Board of all relevant information which may affect their independence.
Board committees There are four Board committees: an Audit Committee, a Nominations Committee, a People and Remuneration Committee and a Risk and Assurance Committee. Members of each committee are appointed by the Board. Each committee has a written charter that is approved by the Board and sets out its mandate. The charters are reviewed at least every two years, with any proposed changes recommended to the Board for approval. All charters are available on Vector’s website. The board also forms additional committees on an ad-hoc basis and committees relating to the Vector Metering transaction, the electricity asset management plan and the gas asset management plan met during the reporting period. The Company Secretary has unfettered access to the Chairs of the Board, the Audit Committee, and Risk and Assurance Committee.
The Nominations Committee is responsible for assessing director independence on an ongoing basis. Only independent directors are eligible to be the Board Chair. The roles of Board Chair, Audit Committee Chair, Risk and Assurance Committee Chair and Group Chief Executive are each held by different people. Ownership of Vector shares by directors is encouraged but is not a requirement. Directors’ ownership interests are listed on page 122 of this annual report. The Board recognises that a regular refreshment programme leads to the introduction of new perspectives, skills, attributes and experience. Director period of appointment
0-3 years 3-9 years 9 years +
Number of directors
3
4
1
The members and chairs of each committee are:
COMMITTEE
MEMBERS
Audit Committee
Anne Urlwin (Chair) Alastair Bell Tony Carter Jonathan Mason Paula Rebstock Bruce Turner
Nominations Committee
Jonathan Mason (Chair) Alastair Bell Tony Carter Paul Hutchison Doug McKay Paula Rebstock
Bruce Turner Anne Urlwin
People and Remuneration Committee
Paula Rebstock (Chair) Alastair Bell Tony Carter
Paul Hutchison Jonathan Mason
Risk and Assurance Committee
Bruce Turner (Chair) Paul Hutchison Jonathan Mason Doug McKay Paula Rebstock Anne Urlwin
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Vector Annual Report 2023
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