Governance
Our board of directors is committed to maintaining high standards of corporate governance, ensuring transparency and fairness and recognising the interests of our stakeholders.
Governance documents
Our key corporate governance documents are divided into three sections - Policies, Board and Board Committee Charters and Constitution - and are available by clicking on the links below:
Continuous Disclosure Policy
Directors Code of Practice
Director Remuneration Policy
Diversity and Inclusion Policy
Dividend Policy
External Auditor Independence Policy
Health and safety policy
Remuneration Policy
Reporting Non-GAAP Profit Measures Policy
Risk Management Policy Statement
Securities Trading Policy
Shareholder Relations Policy
Stakeholder Relations Policy
Sustainability Policy
Code of Conduct and Ethics
Whistleblower policy
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 2025 are provided in the table below:
Attendance at meetings
Committee | Full Board | Audit Committee | Risk and Assurance Committee | People and Remuneration Committee | Nominations Committee | AGM |
|---|---|---|---|---|---|---|
TOTAL MEETINGS | 13 | 6 | 4 | 3 | 4 | 1 |
A Bell | 13 | 6 | 3 | 2*** | 1 | |
V Busby** | 1 | |||||
B Hassall* | 2 | 1 | ||||
P Hutchison | 13 | 4*** | 4 | 1*** | 4 | 1 |
D McKay (chair) | 13 | 6*** | 4+ | 3*** | 4 | 1 |
P Rebstock | 13 | 5++ | 1*** | 3 | 4 | 1 |
B Turner | 13 | 5*** | 4 | 3 | 2*** | 1 |
A Urlwin | 13 | 6 | 3++ | 1+ | 2*** | 1 |
* Retired 26 September 2024.
** Appointed 13 June 2025.
*** Director attending the committee meeting who is not a member of the committee.
+ Director retired as a committee member, 24 October 2024.
++ Director was appointed a committee member, 24 October 2024.
Note that full board meetings include ten board meetings and three ‘deep dive’ 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
- Risk and Assurance Committee
- Nominations Committee
- People and Remuneration Committee
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 2025 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 .
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 as of 30 June 2025 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.
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 30 June 2025 were: Bruce Turner (Chair), Paul Hutchison and Anne Urlwin. On 22 August 2025, Vaughan Busby was appointed to the committee.
A full description of the Risk and Assurance Committee’s composition and duties is contained in the Risk and Assurance 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 of 30 June 2025 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.