VECTOR ANNUAL REPORT 2021 /
Governance report
Governance report
Roles and responsibilities of the Board and management The primary objective of the Board is to protect and enhance the value of the company 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 our shareholders; and ‒ ensure a balance of authority so that no single individual has unfettered powers. To ensure that Vector’s business objectives and strategies are achieved and to deliver value to the company and its shareholders, the Board strives to understand, meet and appropriately balance the expectations of all its stakeholders, including its employees, customers and the wider community. In carrying out its responsibilities and powers, the Board at all times recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law. The Board works to promote and maintain an environment within Vector that establishes these principles as basic guidelines for all of its employees and representatives. Vector achieves Board and management accountability through its Board charter, which sets out (among other things) matters reserved for the Board and responsibilities delegated to the Group Chief Executive, and a formal delegation of authority framework. The effect of this framework is that, while the Board has statutory responsibility for the activities of the company, this is exercised through
This section of the annual report is an overview of Vector’s corporate governance framework and contains information regarding corporate governance at Vector, approved by the Board, for the financial year ended 30 June 2021.
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 in Australasia 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 (2020) (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 which are mentioned in this report, can be found at www.vector.co.nz/investors/ governance.
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