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 2024 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 24 October 2024 were: Anne Urlwin (Chair), Alastair Bell and Paula Rebstock.
A full description of the Audit Committee’s composition and duties is contained in the Audit Committee 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 24 October 2024 were: Bruce Turner (Chair), Paul Hutchison 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 since 1 November 2023 were: Doug McKay (Chair), Paul Hutchison and Paula Rebstock.
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.
Evaluations of senior management are based on criteria that include the performance of Vector and the accomplishment of strategic objectives. In addition, this committee oversees Vector's people and culture strategy including attraction, retention, wellbeing, succession planning and talent development.
Members of the People and Remuneration Committee as at 24 October 2024 were: Paula Rebstock (Chair), Alastair Bell and Bruce Turner.
A full description of the People and Remuneration Committee’s composition and duties is contained in the People and Remuneration Committee Charter.