VECTOR ANNUAL REPORT 2021 /
Governance report
Investor engagement Vector recognises the rights of shareholders as the owners of the company and encourages their ongoing active interest in the company’s affairs by: ‒ communicating with them effectively; ‒ ensuring they have full access to information about the company, including through the Vector website; ‒ conducting shareholder meetings in locations and at times convenient to the majority of shareholders, where possible; and ‒ providing shareholders with adequate opportunity to ask questions about, and comment upon, relevant matters, and to question directly the external auditors at shareholder meetings. Vector’s Board is committed to maintaining open and transparent communications with investors and other stakeholders and it supports a programme for two-way engagement with shareholders, debt investors, the media and the broader investment community. Annual and interim reports, NZX releases, quarterly reports on operational performance, governance policies and charters and a wide variety of corporate information are posted on our website. Vector conducts detailed market briefings in conjunction with the release of the annual and interim financial results. Transcripts of the briefings are available at the annual reports page of the Investor section of the website. Each shareholder is entitled to receive a hard copy of each annual and interim report. We have a Shareholder Meetings page in the Investors section on our website where documents relating to meetings are available. Vector’s Constitution includes provisions relating to Entrust, Vector’s majority shareholder. In addition, Vector and Entrust are parties to a Deed Recording Essential Operating Requirements, which includes certain policy, consultation, pricing reporting and the energy solutions programme obligations.
The Board is committed to reporting Vector’s financial and non-financial information in an objective, balanced, and clear manner. The Board takes an active role in overseeing financial and non-financial reporting. The annual report is an important document for communicating financial reporting and also reports on strategic progress and operational performance. It contains the financial statements that are prepared to comply with generally accepted accounting practice. The Board contributes to and reviews the annual report. A series of key performance indicators is used to link results to strategy. Vector is committed to transparent reporting of non-financial objectives, such as environmental, social, and governance factors. Shareholders may raise relevant matters for discussion at the Annual Shareholders’ Meeting either in person or by emailing the company with a question to be asked. Shareholders can also contact the company to ask questions, or express views, about matters affecting Vector. A dedicated email address is available for shareholder/investor queries, which is: investor@vector.co.nz. Contact details for Vector’s head office are available on the website and at page 106 of the annual report. Vector is committed to complying with its obligations under the NZX Rules and the Companies Act 1993, both of which contain specific requirements to obtain shareholder approval for certain significant matters affecting Vector. Where voting on a matter is required, the Board encourages investors to attend the meeting or to send in a proxy vote. Notices of meeting are usually available at least 20 working days prior to the meeting on the Shareholder Meetings page in the Investors section of the website. Continuous disclosure The Board is committed to the provision of accurate, timely, orderly, consistent and credible disclosure and compliance with the continuous disclosure requirements of the Financial Markets Conduct Act 2013 and the NZX Rules. The
Board supports the principle that high standards of reporting and disclosure are essential for proper accountability between the company and its investors, employees and stakeholders. It achieves these commitments, and the promotion of investor confidence, by ensuring that trading in its shares takes place in an efficient, competitive and informed market. Vector’s Continuous Disclosure Policy, Shareholder Relations Policy and Stakeholder Relations Policy set out protocols to facilitate effective and compliant disclosure. The accountabilities of individual directors and employees are documented in the Continuous Disclosure Policy. Vector has also established procedures to follow if potential material information is raised by an employee or a director and a management disclosure committee which meets regularly to discuss continuous disclosure matters. Significant market announcements, including the preliminary announcement of the half-year and full-year results, the financial statements for those periods, and any advice of a change in earnings forecast are approved by the Board. The Chair will consult with directors on any other matters for which the issue or form of the disclosure is determined by the Chair to be a matter for the Board.
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