Transurban FY26 Corporate Report Governance and risk
Board Committees The Board has established three standing Committees, each operating under a separate Charter which sets out its responsibilities. Audit and Risk Committee Responsibilities Areas of focus during FY26 included
To assist the Board in fulfilling its corporate governance and oversight responsibilities relating to the integrity of Transurban’s financial, sustainability and corporate reporting, the effectiveness of Transurban’s systems of internal control and risk management (for financial and non-financial risks) including the risk management framework, the internal and external audit functions, and Transurban’s risk profile and risk policy.
• Reviewing and recommending to the Board significant accounting and financial reporting disclosures; and considering the impact of risks and uncertainties related to the macroeconomic environment from a financial reporting perspective • Oversight of material legal proceedings and regulatory investigations involving Transurban Group entities • Oversight of FY26 distributions and related guidance • Oversight of the preparation of the inaugural Sustainability Report (Climate Statements) in accordance with AASB S2 Climate-related Disclosures, including approving various matters in relation to the report • Oversight of the assurance and disclosure processes for the Transurban Corporate Report incorporating the financial statements, Remuneration Report and Sustainability Report (Climate Statements) • Approval, and delivery oversight, of the FY26 External Assurance Plan; undertaking, together with management, an audit quality assessment and effectiveness evaluation of the External Auditor; and oversight of the External Auditor’s independence and provision of non-audit services • Approval, and delivery oversight, of the FY26 Internal Audit Plan; and evaluating the effectiveness of the Internal Audit function • Reviewing and recommending to the Board updates to the Risk Management Policy, Enterprise Risk Management Framework and Risk Appetite Statement, and oversight of: risk management activities, including a focus on customer, technology, data and artificial intelligence, and operational and asset risks; the approach to managing strategic risks that have a health, safety, environment or road safety impact; compliance activities; business resilience activities; privacy incidents; and ethical business practices reporting, including whistleblower reporting • Shared oversight with the Board in relation to the strategic cybersecurity program and cyber risk management activities • Oversight of taxation matters, including tax governance and tax risk management • Oversight of the annual renewal of the insurance program • Reviewing the Transurban Group budget for FY27 prior to consideration by the Board • Reviewing and recommending to the Board updates to key policies.
Nomination Committee Responsibilities To assist the Board in fulfilling its responsibilities relating to the composition and performance of the Board, Board appointments and succession planning.
Areas of focus during FY26 included
• Ongoing Board succession planning, utilising the Board skills matrix • Oversight of the program to support Directors’ ongoing education and development • Oversight of the process for the annual review of Board, Board Committee and Director performance for FY26 and tracking progress made in relation to agreed actions from previous reviews • Review and recommendation of the re-election and election of Directors (as applicable).
Remuneration, People and Culture Committee Responsibilities
Areas of focus during FY26 included
To assist the Board in fulfilling its responsibilities in relation to people, remuneration and culture matters including: oversight of management policies and programs to develop the capability of Transurban’s workforce and to support Transurban’s desired culture; alignment of Transurban’s remuneration framework with Transurban’s purpose, strategy, risk appetite, desired culture and values, including oversight of strategies, incentive plans, practices and disclosures generally; the performance and remuneration of, and incentives for, the CEO and Senior Executives; and the remuneration of the Chair of the Board and the other Non- executive Directors.
• Ongoing oversight of Senior Executive development, succession, and management policies and programs to develop the capability of Transurban’s workforce • Supporting the Board in its oversight of Transurban’s culture, including: reviewing and making recommendations to the Board on key policies to drive desired cultural outcomes such as the Code of Conduct; monitoring workforce culture, capability and people experience, and workplace relations, with a view to fostering an inclusive, respectful and safe workplace for our diverse talent • Oversight of Transurban’s diversity and inclusion practices and initiatives • Ongoing oversight of payroll effectiveness and compliance • Ongoing review of the effectiveness of the remuneration framework, including alignment between executive remuneration outcomes and the experience of stakeholders • Reviewing and making recommendations to the Board on CEO remuneration, including appropriate financial and non-financial performance measures • Reviewing and making recommendations to the Board on Senior Executive remuneration, including incoming and outgoing Senior Executives, and ongoing review of appropriate financial and non-financial performance measures • Reviewing Non-executive Director remuneration • Reviewing and recommending to the Board the annual Remuneration Report (page 91).
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