Creating a new energy future – a bold vision
Nominations Committee The Board is responsible for appointing directors. It seeks diversity in the skills, attributes, perspectives and experience of its members across a broad range of criteria so it represents the diversity of shareholders, business types and regions in which the company operates. 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 examining of the selection and appointment practices of the company. 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. For as long as Entrust holds at least 50.01% of Vector’s shares, the Nominations Committee undertakes consultation with Entrust prior to finalising any Board recommendation regarding a director nomination or appointment. The Nominations Committee’s responsibilities broadly include When considering an appointment, the Nominations Committee will undertake a thorough check of the candidate and his or her background. A director is appointed by ordinary resolution of the shareholders or the Board may fill a casual vacancy. Where the Board determines a person is an appropriate candidate, or has appointed a director as a casual vacancy, shareholders are notified and provided with appropriate information to enable them to vote on whether to elect or re-elect a director. The Nominations Committee also has responsibility for reviewing the Board’s composition and succession plans to ensure that the company has access to the most appropriate balance of skills, qualifications, experience, perspectives and background to effectively govern the company. Other responsibilities of the Nominations Committee include 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 and that letters of engagement are in place for new directors. 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 and/or management to attend meetings 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 systems for financial reporting and accounting records. The Audit Committee supervises the financial information flow to ensure accuracy and objectivity of financial summaries. 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 committee’s responsibilities 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 requires that the
committee must comprise not less than three members, being directors of Vector, at least one of whommust have an adequate accounting or financial background and a 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. Remuneration Committee The purpose of the 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. The Remuneration Committee’s charter requires the committee to comprise not less than three members, being directors of Vector, a majority of whom shall be independent directors. The Group Chief Executive may be invited to attend meetings where the Remuneration Committee thinks this is appropriate. 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 establishing a sound risk management framework and rigorous processes for internal control. The Risk and Assurance Committee charter requires the committee to comprise not less than three members,
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