Board Committees
The board committees review and analyse company policies and strategy, usually developed by management, within their terms of reference. They also examine proposals, and where appropriate, make recommendations to the full board.
Committees do not take actions or make decisions on behalf of the board unless specifically mandated beforehand by the board to do so. Committee members and chairpersons are appointed by the board. Directors may attend any meeting of a board committee.
Attendance records of board and committee meetings for the year ended 30 June 2023 are provided in the table below:
Attendance at meetings
There are currently four board committees, to assist the Board with specific responsibilities. Each committee reports its proceedings back to the Board.
The four board 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.
The committee’s members as at 29 September 2023 were: Anne Urlwin (Chair), Paula Rebstock, Alastair Bell and Bruce Turner.
A full description of the Audit Committee’s composition and duties is contained in the Audit Commitee Charter.
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.
Risk and Assurance Committee members as at 29 September 2023 were: Bruce Turner (Chair), Paul Hutchison, Doug McKay, Paula Rebstock and Anne Urlwin.
A full description of the Risk and Assurance Committee’s composition and duties is contained in the Risk and Assurance Committee Charter.
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.
Members of the Nominations Committee as at 29 September 2023 were: Alastair Bell, Paul Hutchison, Doug McKay, Paula Rebstock, Anne Urlwin and Bruce Turner.
A full description of the Nominations Committee’s composition and duties is contained in the Nominations Committee Charter.
People and 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 reviewing and monitoring Vector’s Diversity and Inclusion Policy. The People and 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 2021, performance evaluations of the Group Chief Executive and executives were conducted in accordance with this process.
Members of the People and Remuneration Committee as at 29 September 2023 were: Paula Rebstock (Chair), Alastair Bell, Paul Hutchison.
A full description of the People and Remuneration Committee’s composition and duties is contained in the People and Remuneration Committee Charter.