Governance report
Attendance at meetings Attendance records of Board and committee meetings are provided in the table below.
RISK AND ASSURANCE COMMITTEE
PEOPLE AND REMUNERATION COMMITTEE
AUDIT COMMITTEE
NOMINATIONS COMMITTEE
COMMITTEE
FULL BOARD
AGM
TOTAL MEETINGS
17 17 16 16 17 14 17 17 16
7 7 7
5
4 4 4 4 4
1 1 1 1 1 1 1 1
1 1 1 1 1 1 1 1 1
A Bell
4 †
A Carter
1 †
P Hutchison
5 †
5 5 2 5 5 5
J Mason (Chair)
7
D McKay* P Rebstock
3 †
7 7 7
4
B Turner A Urlwin
* Appointed on 29 September 2022. † Director attending the committee meeting who is not a member of the committee.
Audit Committee The purpose of the Audit Committee is to assist the Board in its oversight of the quality and integrity of Vector’s external financial reporting, the independence and performance of the external auditors, and the effectiveness of internal control system for financial reporting and accounting records. The Audit Committee provides a formal forum for communication between the Board and the external auditors, ensures the independence of the external auditors, has oversight of audit planning, reviews and recommends audit fees, considers audit opinions and evaluates the performance of the external auditors. Oversight of the company’s external audit arrangements to safeguard the integrity of financial reporting is the responsibility of the Audit Committee. Included within the Audit Committee’s responsibilities set out in its charter is the requirement to ensure that audit independence is maintained, both in fact and appearance. The NZX Rules and the Audit Committee’s charter require that the Audit Committee must comprise not less than three members, being directors of Vector, at least one of whom must have an adequate accounting or financial background and the majority of whom are acknowledged as independent by the Board pursuant to its charter. The chair shall be an independent Director and shall not be the Chair of the Board. All members of the Audit Committee have specialist financial skills and experience. The Group Chief Executive and the Chief Financial Officer have a standing invitation to attend Audit Committee meetings.
Risk and Assurance Committee The purpose of the Risk and Assurance Committee is to assist the Board in fulfilling its responsibilities to protect the interests of shareholders, customers, employees and the communities in which Vector operates through overseeing Vector’s risk management framework and processes for internal control. The Risk and Assurance Committee charter requires this committee to comprise not less than three members, being directors of Vector. Only committee members attend meetings unless an invitation is extended to other directors, the Group Chief Executive, management and/or other guests. People and Remuneration Committee The purpose of the People and Remuneration Committee is to assist the Board in overseeing the appointment, performance and remuneration of the Group Chief Executive and members of the executive team (including succession planning) and reviewing and monitoring the Remuneration Policy. Evaluations are based on criteria that include the performance of Vector and the accomplishment of strategic objectives. In addition, this committee oversees Vector’s people and culture strategy including attraction, retention, wellbeing, succession planning and talent development. The People and Remuneration Committee’s charter requires this committee to comprise not less than three members, being directors of Vector, a majority of whom shall be independent directors. The Group Chief Executive, members of management, and/or other guests may be invited to attend meetings by the People and Remuneration Committee Chair from time to time.
Nominations Committee The Board is responsible for appointing directors. The Board seeks diversity in the skills, attributes, perspectives and experience of its members across a broad range of criteria. The Board has a Nominations Committee, the purpose of which is to assist the Board in fulfilling its responsibility to have an efficient mechanism for examination of the selection and appointment practices of the company. The Nominations Committee’s responsibilities broadly include management of the appointment process for new directors and the re-election of existing directors and is also responsible for coordinating director appointments with Entrust, consistent with Entrust’s rights under the Vector Constitution. The Nominations Committee also has responsibility for reviewing the Board’s composition and succession plans; recommending procedures for the regular review of the performance of the Board and committees; making determinations as to the independence status of all directors; and ensuring there is an appropriate induction and education programme. All new directors enter into a written agreement with Vector, which sets out the terms of their appointment. The Nominations Committee’s charter requires that the Nominations Committee shall comprise not less than three members, being directors of Vector, a majority of whom shall be independent directors. An invitation may be extended to non-committee member directors, the Group Chief Executive, management, and/or other guests to attend meetings of this committee.
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