Governance and risk
Directors' Report
Financial statements
Assurance statements
Security holder information
Introduction Business performance Stakeholders Sustainability
Contents
Directors’ meeting attendance The Boards of Transurban Holdings Limited, Transurban Infrastructure Management Limited and Transurban International Limited have common Directors and meetings are held concurrently. The number of meetings of the Board and each Board Committee held during FY26, and the number of meetings attended by each Director, are set out below. The table below excludes the attendance of those Directors who attended Board Committee meetings of which they are not a member, other than the Chair of the Board whose attendance at all Committee meetings is included below.
Remuneration, People and Culture Committee
Board of Directors Board Sub- Committee 1 Attended Held 2 Attended Held 2 Attended Held 2 Attended Held 2 Attended Held 2 Audit and Risk Committee Nomination Committee
Craig Drummond (Chair)
13
13
7
7
5
5
4
4
4
4
Michelle Jablko (CEO)
13
13
4
4
Mark Birrell
13
13
7
7
4
4
12 3
Patricia Cross
13
5
5
4
4
12 3
Marina Go
13
5
5
4
4
Gary Lennon
13
13
7
7
4
4
1
1
Timothy Reed
13
13
5
5
4
4
Sarah Ryan
13
13
5
5
4
4
Robert Whitfield
13
13
7
7
5
5
4
4
Michael Wright 4
9
9
3
3
Peter Scott 5
2 6
4
2
2
1
1
Distributions The Board determined a distribution of 35.0 cents per stapled security for the six months ended 30 June 2026 with a payment date of 18 August 2026. This takes the total distribution for FY26 to 69.0 cents per stapled security. Further details on distributions and Free Cash are presented in Note B9 of the Group financial statements. The Directors have determined that the inclusion of Free Cash, which is a non-IFRS measure, in the notes to the financial statements is necessary to give a true and fair view of the Group's cash performance, in accordance with section 295 of the Corporations Act 2001 (Cth). Free Cash is the Group's primary cash performance measure and generally represents the cash available for distribution. It aligns with proportional EBITDA and adjusts for certain cash and non-recurring items. The Directors believe that statutory cash flow disclosures alone do not adequately reflect the Group's cash generation capacity and that inclusion of Free Cash enhances transparency and relevance for users of the financial statements. Significant changes in the state of affairs The financial position and performance of the Group was particularly affected by the following events during the reporting period: • West Gate Tunnel opening • Sale of the Group’s remaining interest in the A25 concession Further information is provided in Note B2 of the financial statements.
Events subsequent to the end of the financial year
Other than as disclosed in the financial statements, there has not arisen in the interval between the end of the financial year and the date of this report any matter or circumstance that has significantly affected, or may significantly affect, the Group’s operations, the results of those operations, or the Group’s state of affairs, in future years. Indemnification and insurance of Directors and officers The Constitutions of the Group provide that the Group will indemnify each officer (including each Director) of the Group, on a full indemnity basis and to the extent permitted by law, against any liabilities incurred by them in their capacity as an officer of any member of the Group. Each officer is also indemnified against reasonable costs (whether legal or otherwise) incurred in relation to relevant proceedings in which the officer is involved because the officer is or was an officer. The Group has entered into Deeds of Indemnity, Insurance and Access with each of its Directors and officers. The Group has arranged to pay a premium for a directors and officers liability insurance policy to indemnify Directors and officers in accordance with the terms and conditions of the policy. This policy is subject to a confidentiality clause which prohibits disclosure of the nature of the liability covered, the name of the insurer, the limit of liability and the premium paid for this policy. During FY26 and as at the date of this Directors’ Report, no indemnity in favour of a current or former Director or officer of the Group or in favour of PwC, the external auditor, has been called on.
1 A number of Board Sub-Committees were formed during the year for special purposes 2 Number of meetings held during the year at which the Director was a member of the Board or respective Committee. Details of current Committee membership are set out on pages 74 to 76 3 P Cross and M Go were unable to attend one unscheduled Board meeting due to a prior commitment 4 M Wright was appointed as a Director and member of the Nomination Committee with effect from 1 November 2025 5 P Scott ceased to be a Director on 8 October 2025 6 P Scott was unable to attend one scheduled Board meeting due to a medical condition and one unscheduled Board meeting due to a prior commitment
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