Vector Annual Report 2023

Governance report

Group Chief Executive remuneration The Board rewards the Group Chief Executive with fixed remuneration and an at-risk component in the form of a Short-Term Incentive (STI). There are no long-term incentive or share option schemes available at Vector. The Group Chief Executive’s fixed remuneration is reviewed periodically by the Board, by external remuneration specialists using relevant market peer benchmarks, as is the case with the executive leadership team and all senior leadership roles. The Group Chief Executive’s STI and fixed remuneration are set out below.

TOTAL REMUNERATION

FIXED REMUNERATION

AT-RISK REMUNERATION

TRANSACTION

SALARY

BENEFITS

SUBTOTAL

STI

INCENTIVE SUBTOTAL

FY23 FY22

$1,487,722 $1,430,550

0 $1,487,722 up to 50% $424,000* $621,124**

$2,532,846 $2,059,992

0 $1,430,550 up to 50%

n/a $629,442

* This one-off discretionary transaction incentive was paid in July 2023 for FY23. ** Estimated based on proposed achievement of STI, subject to Board approval. If approved, STI will be paid September 2023 for FY23.

A description of the Group Chief Executive STI scheme for performance period ending 30 June 2023 is set out below.

Scheme

Description

Performance Measures

Percentage of Maximum Awarded

STI

Set to a maximum of 50% of fixed remuneration for FY23 on-plan performance where the highest levels of company performance measures are achieved.

Corporate performance goals 45% Financial

If met (and subject to Board approval), will be paid in September 2023.

20% Symphony 20% Customer 10% People 5% Decarbonisation

Transaction incentive

This is a one-off discretionary incentive related to the Vector Metering transaction.

Based on achieved level of proceeds in the Vector Metering transaction.

This one-off discretionary incentive was awarded by the Board and paid in July 2023.

Our key risks

Strategic Risks

1 Adverse or unanticipated government responses, or unrealised opportunities from climate change 2 Adverse or unanticipated change to government policy affecting the electricity or gas business, or legislative/ regulatory settings related to the Commerce Act (Part IV), Electricity or Gas Act, or Electricity Industry Act 3 Reputational damage/adverse impacts on stakeholder confidence 4 Electricity network fails to adapt and transition to changing demand, affordability and regulatory policy causing inefficient capital spend and reliability challenges 5 Adverse or unanticipated impacts or unrealised opportunities from rapid digitalisation 6 Funding, liquidity, cash flow and credit risk due to uncertain economic conditions and market risks 7 Gas businesses adversely impacted by changing climate change policy and regulation Operational Risks 8 Serious harm or fatality event 9 Major/repeated disruption of critical services due to non-performance of internal processes 10 Cyber security compromise 11 External shock event, including natural disaster, major weather events and other physical climate-related impacts 12 Breach of SAIDI and SAIFI 13 Failure or poor performance of critical third parties (including service providers, suppliers and partnerships) 14 Failure to collect, protect or create value from information and intellectual property 15 Inability to develop, retain and recruit talent 16 Inability to foster mental health and wellbeing at Vector

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