Corporate Report for the year ended 30 June 2022
Introduction and overview
Business performance
Governance and risk
Directors’ report
Remuneration report
Financial statements
Sustainability supplement
Security holder information
Governance
Board meetings The Board meets as often as necessary to discharge its responsibilities. This requires Board members to attend at least eight scheduled meetings each year, the Annual General Meeting (AGM), Committee meetings and unscheduled meetings as required. The Board also meets with Transurban’s Executive Committee for strategy sessions. Board meetings are typically held in each of our regions over the course of the year. In addition to these meetings, Directors also attend regional activities, including briefings, asset or project site visits and presentations, and opportunities for employee and stakeholder engagement. These activities are an important element of the Board’s induction and ongoing educational activities and enable Directors to obtain the required deep understanding of our operations within each region. As COVID-19-related government restrictions eased during FY22, members of the Board visited Transurban’s assets, offices and project sites in NSW, Victoria, Queensland, and the Greater Washington Area. The Board has welcomed the resumption of its usual schedule of in-person meetings and activities across each of Transurban’s markets as travel restrictions ease. Performance of the Board, Committees and individual Directors The Board undertakes an annual assessment of its performance, including its performance against the requirements of the Board Charter, the performance of individual Committees and the performance of individual Directors. During the reporting period and through to the date of this report, the Board undertook an internally facilitated Board performance and effectiveness review, which included each Director providing feedback by way of a questionnaire. Further, one-on- one meetings were held between the Chair and each Director to obtain and provide additional feedback. The outcomes of the review were discussed with the Board and relevant actions were agreed.
Introduction Transurban’s governance framework plays a critical role in helping the business deliver on its strategy. It provides the structure through which business objectives are set, performance is monitored and risks are managed. It includes a framework for decision making across the business and provides guidance on the standards of behaviour expected of Transurban’s people. Transurban’s governance framework, including our statement of compliance with the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, is detailed in our 2022 Corporate Governance Statement. Our Corporate Governance Statement and key governance documents are available on our website. Transurban is committed to good governance, transparency and accountability. The Board 1 believes this is essential for the long-term performance and sustainability of our business, and to protect and enhance the interests of security holders and other stakeholders.
Role of the Board The Board is accountable to security holders for the performance of Transurban. The Board’s primary roles are to demonstrate leadership and provide overall strategic guidance for Transurban and effective oversight of management in implementing Transurban’s strategic objectives and instilling its values. To assist it in discharging these responsibilities, the Board has established Committees to give detailed consideration to key issues. The Board has also delegated responsibility for the day-to-day management of Transurban to the Chief Executive Officer (CEO), and through the CEO to other Senior Executives. The CEO is accountable to the Board for the exercise of this delegation with the support of Senior Executives. The Board regularly reviews the charters and key policies that underpin Transurban’s corporate governance practices to ensure they remain appropriate, reflect high standards of governance and meet regulatory requirements.
Board structure and composition
The Board is structured to ensure that it is comprised of individuals with appropriate skills, knowledge, experience, independence and diversity to develop and support Transurban’s strategy and enable it to discharge its responsibilities and add value. The Board utilises a skills matrix in succession planning and to assist in assessing the range of skills, knowledge, experience and diversity on the Board, and to identify particular competencies and perspectives that will enhance the Board’s effectiveness and add value. Enhanced disclosure of the Board’s collective skills and experience is set out in the matrix on page 77, and Directors’ biographies are set out on pages 80 to 81. During the year the Board reviewed the interests, positions and relationships of the Non-executive Directors and considers each of them to be independent.
Read more at transurban.com/ corporate-governance
1 T he Boards of Transurban Holdings Limited, Transurban International Limited and Transurban Infrastructure Management Limited as responsible entity for Transurban Holding Trust (together, Transurban) have common directors and meet concurrently, and are collectively referred to as the Board
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