corporate governance continued
BOARD COMMITTEES There are currently six board committees, to assist the Board with specific responsibilities. Each committee reports its proceedings back to the Board. The committees are: Audit Committee Assists the Board in fulfilling its corporate governance responsibilities to safeguard the integrity of Vector’s financial reporting. It independently meets external auditors at least twice a year without company employees present. A full description of the Audit Committee’s composition and duties is contained in the Audit Committee Charter, which is published on Vector’s website. The committee’s members as at 30 June 2018 were: Jonathan Mason (Chairman), James Carmichael, Alison Paterson, Karen Sherry, Michael Stiassny and Bob Thomson. Regulatory Committee Assists the Board in fulfilling its responsibilities to protect the interests of Vector, our shareholders and stakeholders given the regulatory environment in which Vector operates. A full description of the Regulatory Committee’s composition and duties is contained in the Regulatory Committee Charter, which is published on Vector’s website. The committee’s members as at 30 June 2018 were: James Carmichael (Chairman), Jonathan Mason, Karen Sherry, Michael Stiassny and Bob Thomson. Risk and Assurance Committee Assists 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. A full description of the Risk and Assurance Committee’s composition and duties is contained in the Risk and Assurance Committee charter, which is published on Vector’s website. Risk and Assurance Committee members as at 30 June 2018 were: Karen Sherry (Chair), James Carmichael, Jonathan Mason, Alison Paterson, Michael Stiassny and Bob Thomson. Nominations Committee Assists the Board in fulfilling its responsibilities to have an efficient mechanism for examination of the selection and appointment practices of the company. For as long as Entrust holds at least 50.01% of Vector’s shares, this committee undertakes non-binding consultation with Entrust prior to finalising any board recommendation regarding a director nomination or appointment. A full description of the Nominations Committee’s composition and duties is contained in the Nominations Committee Charter, which is published on Vector’s website. The Nominations Committee considered and recommended the appointment of David Bartholomew and Sibylle Krieger before their recent appointments. Members of the Nominations Committee as at 30 June 2018 were: Michael Stiassny (Chairman), James Carmichael, Jonathan Mason, Alison Paterson, Karen Sherry and Bob Thomson. Remuneration Committee Assists the Board in overseeing the appointment, performance and remuneration of the Group Chief Executive and members of the executive team (including succession planning), reviewing Vector’s Remuneration Policy and
TABLE OF ATTENDANCE Attendance records of Board and committee meetings for the year ended 30 June 2018 are provided in the table below.
RISK AND ASSURANCE COMMITTEE
FULL BOARD
AUDIT COMMITTEE
REMUNERATION COMMITTEE
REGULATORY COMMITTEE
NOMINATIONS COMMITTEE
SUSTAINABILITY COMMITTEE
AGM
14
7
4
4
3
2
3
1
TOTAL MEETINGS
M Stiassny (Chair)
14
7
4
4
3
1
3
1
2 †
2 †
2 †
1 †
1 †
D Bartholomew ~
7
–
–
J Carmichael
14
7
4
4
3
2
3
1
H Fletcher *
3
3
–
2
1
–
1
1
1 †
1 †
1 †
S Krieger ^
5
–
–
–
–
4 †
J Mason
13
7
3
3
2
3
1
A Paterson
14
7
4
4
3
2
3
1
K Sherry
13
7
4
4
3
1
3
1
B Thomson
14
7
3
4
3
1
3
1
† Director attending the committee meeting who is not a member of the committee. * Hugh Fletcher ceased to be a director on 26 September 2017. ^ Appointed on 1 May 2018 ~ Appointed on 28 February 2018
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