Governance and risk
Directors' Report
Financial statements
Assurance statements
Security holder information
Introduction Business performance Stakeholders Sustainability
Contents
While these processes encompass climate-related considerations where relevant, specific climate-related risks and opportunities are not systematically assessed and are considered on a case-by-case basis. The Board meets as often as necessary to discharge its responsibilities in relation to climate-related matters. The number of Board meetings held during FY26 is set out in the Directors’ Report on page 89. Audit and Risk Committee (ARC) The purpose and responsibilities of the ARC are set out in the ARC Charter. The ARC assists the Board in fulfilling various corporate governance and oversight responsibilities. In terms of its responsibilities regarding climate-related matters, the ARC: • oversees the financial reporting processes and internal control framework in the interests of safeguarding the integrity of financial reporting including any climate-related financial disclosures in Transurban’s sustainability reporting; • oversees the formulation and implementation of new material assumptions and judgements made by management as a basis for Transurban’s climate-related estimates and targets outlined in Transurban’s sustainability reporting and reviews the ongoing appropriateness of such material assumptions and judgements; • assists the Board in setting the risk appetite for the business, satisfies itself that Transurban operates with due regard to that risk appetite, and reviews the processes for the identification, assessment, prioritisation, assurance, monitoring and management of climate-related risks and opportunities, and considers the risks and opportunities assessed as material over a short-, medium- and long-term horizon for the purpose of applicable reporting frameworks; and • reviews reports from management on new and emerging sources of risk and opportunities (including climate-related risks and opportunities) and the risk controls and mitigation measures that management have put in place to manage those risks. The ARC meets as often as the members deem necessary to fulfil their responsibilities, and it is intended that the ARC meets at least once each quarter. Additional meetings are convened as required. The ARC is provided with updates on climate-related matters where appropriate. Climate-related risks are also monitored and reported through the Group's broader risk management processes (refer to Section D: Risk management). In FY26, climate-related matters were discussed at the majority of meetings held. The number of ARC meetings held during FY26 is set out in the Directors’ Report on page 89. Remuneration, People and Culture Committee (RPCC) The purpose and responsibilities of the RPCC are set out in the RPCC Charter. The RPCC assists the Board in discharging its responsibilities by providing objective review, oversight and recommendations in relation to people and remuneration related matters, with a focus on aligning relevant policies, frameworks and practices with Transurban’s • reviewing and monitoring the effectiveness of the remuneration framework, policies and practices in achieving Transurban’s objectives, including recommending any changes to the Board for approval; • monitoring and reviewing the setting of key accountabilities and appropriate financial and non-financial performance measures for the Chief Executive Officer and making a recommendation for Board approval, and assisting with the annual evaluation of the Chief Executive Officer’s performance against agreed measures, having regard to Transurban’s values and risk appetite; and purpose, values, strategic objectives and risk appetite. The RPCC’s responsibilities include (without limitation):
• overseeing the setting of key accountabilities and appropriate financial and non-financial performance measures for Senior Executives, reviewing the performance evaluation process for Senior Executives and the annual evaluation of each Senior Executive’s performance against agreed measures, having regard to Transurban’s values and risk appetite. While the RPCC Charter does not explicitly refer to climate-related considerations these are currently factored into non-financial performance measures. Accordingly, climate-related measures and performance outcomes are considered where relevant in the setting and assessment of executive accountabilities and remuneration outcomes. The RPCC meets as often as the members deem necessary in order to fulfil their responsibilities, and it is intended that the RPCC meets at least three times each year. Additional meetings are convened as required. The number of RPCC meetings held during FY26 is set out in the Directors’ Report on page 89. B2: Management’s role Sustainability Steering Committee (SSC) oversight and responsibilities The SSC was established in late 2025 to provide oversight and strategic direction for centralised sustainability and climate-related matters. Membership of the SSC reflects a cross-functional approach, integrating delivery, operational, and stakeholder engagement perspectives into the Group’s climate-related governance. As outlined in its Charter, the SSC assists the Group Executive Committee in fulfilling its governance and oversight responsibilities relating to: • the development of sustainability and climate strategy, policy and frameworks; • the effectiveness of processes for identifying and assessing sustainability and climate-related risks and opportunities; • Group performance against sustainability and climate metrics and targets; and • the integrity of Transurban’s sustainability and climate disclosures and reporting. The SSC meets at least quarterly with additional meetings convened as required. Controls and procedures used by management to support oversight of climate matters Management, including the Sustainability function, provide information, analysis and insights to the SSC, which serves as both a governance body and oversight mechanism for climate-related matters. Through regular meetings and close coordination with key internal stakeholders, the SSC provides strategic leadership relating to climate and broader sustainability matters, including review and oversight of policy and framework development, risk and opportunity assessment, performance monitoring and external reporting. The SSC also provides feedback to support management reporting to the ARC. Additional controls and procedures include: • The Enterprise Risk Management (ERM) Framework, which includes ESG and sustainability risks, supporting identification and monitoring of climate-related risks across the business; • Climate Change Adaptation Plans (CCAPs) for road concession assets under the Group’s operational control, which assess physical risk vulnerabilities and identify potential adaptation actions. This includes an assessment of relevant climate hazards and potential impacts on asset components and operations; 1
1 Asset components refer to distinct elements or systems comprising each road concession asset – such as pavements, drainage infrastructure, or ITS equipment – that perform different functions, carry different risks or have different useful lives, and therefore require individual assessment and maintenance
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