Creating a new energy future – a bold vision
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 the commentary to NZX Code Recommendation 2.4. The Board has reviewed the position and relationships of all directors in office and considers that four of the non- executive directors are independent. Those directors are Jonathan Mason who is Vector’s Chair, Dame Paula Rebstock who is Deputy Chair, Tony Carter and Bruce Turner. Michael Buczkowski and Alastair Bell represent Vector’s majority shareholder Entrust, and are therefore not independent directors. Directors are required to inform the Board of all relevant information which may affect their independence. 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 105 of the annual report. The Board does not have a tenure policy. However, it recognises that a regular refreshment programme leads to the introduction of new perspectives, skills, attributes and experience. Director period of appointment
the delegation to the Group Chief Executive, who is responsible for the day-to-day leadership and management of the company. The framework also reserves certain matters for the decision of the Board. continuously educate themselves to ensure that they may appropriately and effectively perform their duties. The main functions of the Board include: ‒ reviewing and approving the strategic, business and financial plans prepared by management; The Board charter sets out the expectation that all directors ‒ monitoring performance against the strategic, business and financial plans; ‒ appointing, delegating to and reviewing the performance of the Group Chief Executive; ‒ approving major investments and divestments; ‒ ensuring ethical behaviour by the company, Board, management and employees; and ‒ assessing its own effectiveness in carrying out its functions. A committee or individual director may engage separate independent professional advice in certain situations, at the expense of the company, subject to first obtaining the approval of the Chair of the Board. Each director has a duty to act in the best interests of the company and the directors are aware of their collective and individual responsibilities to stakeholders for the manner in which Vector’s affairs are managed, controlled and operated. The Board ensures that there is appropriate training available to all directors to enable them to remain current on how best to discharge their responsibilities and keep up-to-date on changes and trends in areas relevant to their work. The Board regularly assesses its effectiveness in carrying out its functions and responsibilities. The Board Chair
leads the review and evaluation of the Board as a whole, and of the Board Committees, against their respective charters. The Board Chair also engages with individual directors to evaluate and discuss performance and professional development. The next review, which will be externally facilitated, is planned for FY22. The Group Chief Executive has responsibility for the day-to-day management of Vector and its businesses. He is supported in this function by the Vector executive team. Details of the members of the executive team are set out on pages 28 and 29 of this annual report and in the About Us section of Vector’s website (www.vector. co.nz/about-us/board-executive-team). Board membership Vector’s Board comprises experienced directors from diverse backgrounds and who lead the company on behalf of its shareholders and other stakeholders. The directors are committed to maintaining high standards of corporate governance, ensuring transparency and fairness and recognising the interests of our stakeholders. Vector’s Constitution and the NZX Rules set certain requirements in relation to the Board structure. The Board must have a minimum of three and a maximum of nine directors, with at least two being ordinarily resident in New Zealand. Our Board comprises six directors, all of whom are non-executive. Biographies are set out on pages 26 and 27 of this report and include information on the year of appointment, skills, experience and background of each director. The current directors possess an appropriate mix of skills, expertise and diversity to enable the Board to discharge its responsibilities and deliver the company’s strategic priorities. The Board looks to strengthen its oversight of issues in all disciplines, as required, through expert advice.
0-3 years 3-9 years 9 years +
Number of directors
5
1
0
31
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