corporate governance continued
reviewing and monitoring Vector’s Diversity and Inclusion Policy. The Remuneration Committee evaluates the performance of the Group Chief Executive and provides input into the process and review by the Group Chief Executive of the performance of senior management. The evaluations are based on criteria that include the performance of Vector and the accomplishment of strategic objectives. During the year ended 30 June 2018, performance evaluations of the Group Chief Executive and executives were conducted in accordance with this process. A full description of the Remuneration Committee’s composition and duties is contained in the Remuneration Committee Charter, which is published on Vector’s website. Members of the Remuneration Committee as at 30 June 2018 were: James Carmichael (Chairman), Alison Paterson, Karen Sherry, Michael Stiassny and Bob Thomson. Sustainability Committee Assists the Board in fulfilling its responsibilities and objectives in matters related to implementing sustainable business practices and Vector’s role as a responsible corporate citizen; this includes but is not limited to environmental performance and opportunities, community engagement and investment, diversity and inclusion, ethical business practices and human rights and sustainable supply chain practices. The Sustainability Committee Charter is available on Vector’s website. Members of the Sustainability Committee as at 30 June 2018 were: Karen Sherry (Chair), James Carmichael, Jonathan Mason, Alison Paterson, Michael Stiassny and Bob Thomson. Information’ section of this Annual Report. Vector’s Director and Executive Remuneration Policy is published on Vector’s website. Vector’s directors do not participate in an executive remuneration or share scheme. Directors do not receive any options, bonus payments or incentive-based remuneration. The company does not have a scheme for retirement benefits to be given to directors. RESPECTING THE RIGHTS OF SHAREHOLDERS 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 • Providing shareholders with adequate opportunity to ask questions about, and comment upon, relevant matters, and to question directly the external auditors at shareholder meetings REMUNERATING FAIRLY AND RESPONSIBLY The directors’ remuneration, and certain employee remuneration information, is set out in the ‘Statutory
• Enabling shareholders to receive communications from, and send communications to, Vector and our security registry electronically • Inviting shareholders to contact the company to ask questions, or express views, about matters affecting the company. To facilitate this, Vector has a dedicated email address for shareholder/investor queries, which is: investor@vector.co.nz. Vector’s Shareholder Relations Policy is published on Vector’s website. Vector’s Constitution includes provisions relating to our majority shareholder, Entrust. 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. RECOGNISING THE LEGITIMATE INTERESTS OF VECTOR’S STAKEHOLDERS Vector’s commitments to our various stakeholders are part of our board charter and the company’s Code of Conduct and Ethics. Vector’s Stakeholder Relations Policy is published on Vector’s website. MAKING TIMELY AND BALANCED DISCLOSURE Vector has in place a Continuous Disclosure Policy designed to ensure that we comply with NZX Limited’s Main Board Listing Rules. Vector ensures that public information about the company is readily accessible to all stakeholders. The company maintains an up-to-date website containing a comprehensive range of information. Vector issues quarterly reports on our operational performance and conducts detailed market briefings in conjunction with the release of our annual and interim financial results. Information presented at these briefings, and public announcements made at other times, are published on the NZX website. In addition, they are made available on Vector’s website following their NZX release. Vector’s interim and annual company reports are now viewed primarily online, but shareholders are entitled to have hard copies of both documents, and can request them by contacting the company. If you have any questions or would like to request a copy of the Annual or Interim Report, please email investor@ vector.co.nz or phone +64 9 978 7788.
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