Corporate Report for the year ended 30 June 2022
Introduction and overview
Governance and risk
Security holder information
Non-executive Director remuneration
Current Director and Committee fees (per annum) are set out below:
Board fees Chair
Committee fees Audit and Risk Committee Chair
Remuneration arrangements Maximum aggregate remuneration The aggregate remuneration that may be paid to Non-executive Directors in any year is capped at a level approved by security holders. Security holders at the 2016 Annual General Meeting approved the current aggregate fee pool of $3,000,000 per year (inclusive of superannuation contributions). Non-executive Director fees The Remuneration, People and Culture Committee regularly reviews Non-executive Director fees and such reviews include periodic benchmarking against other publicly listed entities of a similar size and complexity to Transurban. A review of Non-executive Director fees (base Director and Committee fees) was undertaken during FY22. The Remuneration, People and Culture Committee recommended, and the Board subsequently resolved that Non-executive Director fees remain unchanged for the 2022 calendar year. The last increase in NED fees was 1 January 2018.
Remuneration policy The following diagram sets out the key objectives of the Group’s Non-executive Director remuneration policy and how they are achieved through the Group’s remuneration framework: Securing and retaining talented, qualified Directors Director fee levels are set with regards to: the responsibilities and risks attached to the role, the time commitment and workload expected, the Director’s experience and expertise, and market benchmark data. Preserving independence and impartiality Director remuneration consists of base (Director) fees and Committee fees. No element of Director remuneration is ‘at risk’ (i.e. fees are not based on the performance of the Group or individual Directors). Aligning Director and security holder interests Directors are encouraged to hold Transurban securities and the Board has endorsed minimum security holding guidelines for Directors. Non-executive Director related party information All Non-executive Director related party relationships are based on normal commercial arms’ length terms. None of the Non-executive Directors were, or are, involved in any procurement of these products and services. The Group is not required to make the following disclosures but for transparency reasons notes the following relationships and transactions.
Remuneration, People and Culture Committee Chair
There are no fees for membership of the Nomination Committee. The Chair of the Board does not receive any additional fees for Committee responsibilities. The Chair of each Committee only receives the Chair fee (and not a member fee). Non-executive Directors are permitted to be paid additional fees for special duties or exertions. No such fees were paid during FY22. Non-executive Directors are also entitled to be reimbursed for all business- related expenses, including travel, as may be incurred in the discharge of their duties. Non-executive Directors are not entitled to any retirement benefits other than statutory superannuation contributions.
Director Related party
S Mostyn (former Director)
During the period Samantha Mostyn was a Director of Transurban, she was Chair and a Non-executive Director of Citigroup Pty Limited.
During FY22 Transurban received some carry over fees from activities in FY21 when Citigroup was a Joint Lead Manager on a Corporate 144A issuance. Citigroup also participates in a corporate working capital facility to Transurban, all on normal commercial terms. During FY22 CBA provided transactional banking products and services to Transurban on arms- length commercial terms. CBA also participates as a lender in numerous debt facilities and acts as the agent for certain debt facilities, all on arms-length commercial terms. Sonic HealthPlus (backed by Sonic Healthcare) provides employment medical services to Transurban on normal commercial terms. During FY22, Energy Australia was one of Transurban’s energy providers. This relationship is on normal commercial terms.
R Whitfield Robert Whitfield is a Non- executive Director of Commonwealth Bank of Australia (CBA)
J Wilson Dr Jane Wilson is a non- executive director of Sonic Healthcare Limited.
Marina Go is a non-executive director of Energy Australia
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