Transurban FY26 Corporate Report Section B: Governance
Section B: Governance This section outlines the governance processes, controls and procedures the Group uses to monitor and manage climate-related risks and opportunities, and to support informed decision making as climate-related considerations continue to evolve. B1: Governance processes, controls and oversight The Transurban Board, supported by the Audit and Risk Committee, the Nomination Committee and the Remuneration, People and Culture Committee, is responsible for the oversight of sustainability matters, including climate-related risks and opportunities. The day-to-day management of Transurban, including in relation to sustainability matters, is delegated to the Chief Executive Officer and, through the Chief Executive Officer, to other members of executive management. The diagram below provides an overview of the Group’s sustainability governance structure. Board of Directors
Remuneration, People and Culture Committee
Audit and Risk Committee
Nomination Committee
Executive management Chief Executive Officer Leadership
Responsibility for sustainability related activities is delegated to the Group Executive, Delivery and Risk and the Chief Financial Officer
Sustainability Steering Committee (SSC) Supports executive management in carrying out these delegated responsibilities 1
Group Executive, Delivery and Risk
General Manager, HSSE Delivery and Risk
Group Executive, Corporate Affairs
Deputy Chief Financial Officer
Group General Counsel
Board The role and responsibilities of the Board are set out in the Board Charter. The Board’s responsibilities include setting the Group’s strategic direction, monitoring operational and financial performance, and overseeing the effectiveness of Transurban’s governance practices, and systems of internal control and risk management. The Board’s responsibilities include overseeing the sustainability program including strategies designed to respond to climate-related risks and opportunities, approving and monitoring progress against key environmental, social and governance (ESG) priorities, approving material public climate-related targets, and approving the sustainability report and climate-related financial disclosures. The Board is also responsible for approving Transurban’s remuneration framework and satisfying itself that the framework is aligned with Transurban’s purpose, values, strategic objectives and risk appetite. Climate-related considerations are not currently incorporated as standalone or directly weighted metrics within executive remuneration outcomes. However, Transurban’s FY26 Group Performance Scorecard, which is used to assess the overall Group performance and determine Short Term Incentive (STI) outcomes for Senior Executives and other eligible employees, includes (amongst other things) a Heath, Safety, Sustainability and Environment (HSSE) measure (with an overall weighting of 15%). Climate-related performance is considered within this broader HSSE measure and may influence remuneration outcomes through a qualitative assessment of performance across the relevant HSSE metrics during the assessment period. Details of the remuneration framework, the FY26 Group Performance Scorecard and STI outcomes are provided in the Remuneration Report on page 91.
The Board is satisfied that it collectively possesses the skills, experience and competencies considered necessary having regard to Transurban’s strategic objectives and emerging business and governance issues, including climate-related matters. The Board skills matrix, which is periodically reviewed by the Board, specifically includes as a necessary skill “experience in health, safety, sustainability and environmental matters, policies and strategies, including implementing corresponding systems in organisations of significant size, and knowledge of the regulatory environment applicable to climate change”. Details of each Director’s qualifications, experience and special responsibilities are set out in their biographies on page 74. Directors are provided with papers, presentations and briefings (supported by external advisers where appropriate) on matters that affect or may affect Transurban’s business or operations, emerging issues relevant to Transurban and material developments in relevant laws, regulations and standards, including in relation to climate-related matters and reporting. This assists the Board in its oversight and monitoring of such matters, including considering the implications from a strategy, targets and performance perspective. Management also periodically provide the Board (including through the Audit and Risk Committee) with reporting on GHG emissions performance to assist the Board in monitoring Transurban’s progress towards climate- related targets. As part of the capital approval process the Board considers sustainability factors in capital allocation decisions for major projects, supported by materials that assess associated risks, benefits and sustainability outcomes to inform decision-making prior to approval, alongside financial and strategic trade-offs.
36 1 Group Executive, Australian Markets ceased to be a member of the SSC in March 2026
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