corporate governance
GUIDING PRINCIPLES 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. Vector strives to maintain a framework of corporate governance that reflects this commitment. This section provides an overview of Vector’s main corporate governance policies, practices and processes which have been adopted and are followed by Vector’s Board. More information can be found at: www.vector.co.nz/investors/governance. Vector’s ordinary shares are quoted on the NZX Limited’s Main Board and our capital bonds are quoted on the NZX Debt Market. Consequently, Vector’s governance practices are informed by the listing rules, principles, guidelines and recommendations of NZX Limited’s Main Board Listing Rules and the October 2017 Edition of the NZX Corporate Governance Code. During the financial year ended 30 June 2018, the October 2017 Edition of the NZX Corporate Governance Code commenced for Vector. Vector has recently reviewed its corporate governance practices in light of the Code. Further changes are expected to apply from 1 July 2019 as a result of an NZX review of the listing rules. As at the date of the Annual Report, Vector believes that the governance practices it has opted to follow generally align with these principles, guidelines and recommendations with one material exception. The NZX Corporate Governance Code recommends that protocols be established for dealing with takeovers. Given the Entrust’s Trust Deed, it is not practically possible for a takeover offer to be made in respect of Vector otherwise than by Entrust, so Vector has not adopted takeover protocols. PROMOTION OF ETHICAL AND RESPONSIBLE DECISION-MAKING Vector expects our directors and employees to act legally, ethically, responsibly and with integrity in a manner consistent with Vector’s policies, procedures and values. The following policies have been put in place to assist with this. • Code of Conduct and Ethics Sets out the ethical standards expected from Vector’s directors, employees and anyone acting on Vector’s behalf. The Code of Conduct and Ethics is made available to all employees. Vector monitors compliance with the Code through our normal performance management processes and our Whistleblower Policy. • Continuous Disclosure Policy Affirms Vector’s commitment to provide accurate, timely, orderly and consistent disclosure and compliance with our continuous disclosure obligations. • Director and Executive Remuneration Policy Sets out Vector’s policy on director and executive remuneration.
• Directors’ Code of Practice Sets out additional standards expected from Vector’s directors when carrying out their duties as directors of Vector. • Diversity and Inclusion Policy Recognises Vector’s commitment to diversity and inclusion and sets out measurable objectives in relation to diversity and inclusion. • Environmental Policy Sets out Vector’s overarching commitment for managing the environmental aspects of our businesses. • Fraud Control Policy Sets out Vector’s commitment to achieving effective fraud control supporting an honest and ethical culture. • Health and Safety Policy Sets out Vector’s overarching commitments and requirements for health, safety and well-being. • Insider Trading Policy Details Vector’s policy on, and rules for, dealing in Vector’s or our subsidiaries’ quoted financial products (including ordinary shares and bonds). • Reporting Non-GAAP Profit Measures Policy Sets out Vector’s position in relation to reporting profit measures to the market other than those calculated in accordance with GAAP. • Risk Management Policy Provides a framework for maximising opportunities and managing risk (creating and protecting organisational value) by supporting effective decision-making and robust commercial outcomes. • Shareholder Relations Policy Recognises the rights of Vector’s shareholders as the owners of the company, and encourages their ongoing active interest in the company’s affairs. • Stakeholder Relations Policy Recognises the interests of stakeholders, and demonstrates Vector’s commitment to treat all stakeholders fairly and with respect. • Sustainability Policy Sets out Vector’s overarching commitment to sustainability. • Interests Register Vector maintains an interests register in which relevant transactions and matters involving the directors are recorded. See the ‘Statutory Information’ section of this Annual Report for details of directors’ interests. • Whistleblower Policy Recognises Vector’s commitment to the principles of whistleblower protection, demonstrates Vector’s commitment to encouraging our people to speak up about serious misconduct or serious wrongdoing and details the protection offered if this occurs.
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