Corporate Report for the year ended 30 June 2022
Introduction and overview
Governance and risk
Security holder information
Transurban Board FY22 areas of focus
the delivery of the project.
Oversight and approval of emerging opportunities Oversight and approval of the acquisition by Sydney Transport Partners of the remaining 49% interest in WestConnex from the NSW Government in Sydney, and continuing to oversee and assess emerging opportunities including: M7–M12 integration and delivery in Sydney; Capital Beltway Accord and Maryland Express Lanes Project—Phase 1 in North America; and other asset enhancements in the regions in which Transurban operates. Capital management Oversight and approval of a $4.22 billion equity raising, including a $250 million placement to AustralianSuper and a $3.97 billion fully underwritten, pro- rata renounceable entitlement offer, to fund Transurban’s contribution to Sydney Transport Partners’ acquisition of the remaining interest in WestConnex. Oversight and approval of raising over $7.7 billion in debt facilities (bank debt and capital market issuances), comprising refinancing activity across the Transurban Group, funding of a $0.5 billion capital release for WestConnex and the funding of a $0.2 billion capital release for NorthConnex. Strategy and risk Together with management, setting the strategic direction of the business including: approving the annual financial budget and monitoring corporate performance; engaging in scheduled Board strategy sessions; ongoing integration of risk management with our HSE and business resilience activities, including oversight of technology risk; reviewing the Risk Appetite Statement (including for financial and non- financial risks) and reviewing the Enterprise Risk Management Framework to further enhance the identification, assessment and management of material business risks. Board succession planning During the year, the Board welcomed three new Non-executive Directors, Patricia Cross, Craig Drummond and Marina Go, and farewelled two Non-executive Directors, Neil Chatfield and Samantha Mostyn, who retired at the conclusion of the 2021 AGM. As previously announced, Lindsay Maxsted will retire at the conclusion of this year’s AGM and the Board has appointed Craig Drummond as Chair of Transurban effective from the conclusion of the 2022 AGM. These appointments and retirements are the result of a coordinated and orderly succession planning process for Board renewal.
During the year, the Board provided strategic guidance and effective oversight of management in its implementation of Transurban’s strategy.
People, culture and remuneration governance Investing in strategic leadership and talent development to deliver the Group’s strategy in line with Transurban’s purpose and culture; supporting the ongoing wellbeing and productivity of our workforce including leveraging established flexible work options to support transitioning back into the workplace; and focusing on creating a diverse, inclusive and equitable workplace in which everybody belongs, can contribute and succeed. Oversight of Transurban’s response to the first strike received on its Remuneration Report at the 2021 AGM, (see this year’s Remuneration Report on page 95 for further information). Sustainability Reviewing the key findings of the Intergovernmental Panel on Climate Change’s Sixth Assessment Report to assess the ongoing relevance and adequacy of Transurban’s climate change management framework. Examining the ratings for current climate change threats and opportunities taking into account current controls, progress and future focus areas. Monitoring progress towards our 2050 net zero and 2030 interim greenhouse gas emission reduction targets. Oversight of COVID-19 impacts Oversight of, and exercise of its stewardship responsibilities in relation to, Transurban’s continued response to COVID-19 impacts including: health and safety; customers; employee wellbeing; operations; projects; assets; finance; treasury; capital and liquidity matters; and risk management. Delivery of major projects, asset management and performance Ongoing oversight of the performance of Transurban’s infrastructure assets, and delivery of major projects including: WestConnex M4-M5 Link in Sydney; the Fredericksburg Extension and 495 Express Lanes Northern Extension in North America; and the West Gate Tunnel Project in Melbourne, which included oversight of the process to resolve the dispute between the parties and approval of the revised terms for
Key strategic, governance and oversight activities for the year included: Health, safety, environment (HSE) and road safety Ongoing commitment and oversight of Transurban’s HSE and Road Safety Plan. The plan is centred on Transurban’s long term vision to achieve a future with zero life changing injuries for employees, contractors and customers, and minimising our impact on the environment. Over the year there has been oversight of health and wellbeing initiatives, the HSE learning framework, the ongoing embedding of contractor management principles, and a focus on improvement in environmental management. This oversight also included Transurban’s efforts to reduce serious injury crashes on all of its road assets. Customer, community and social licence Oversight of customer initiatives and expanded hardship programs providing ongoing support for customers and other members of the community, including through the Linkt Assist (Australia) and First Time Forgiveness (North America) programs, holistic support for vulnerable customers needing additional support beyond assistance with tolling debt (Australia), and participation in a ground- breaking service ‘One Stop One Story Hub’ enabling victim-survivors of family violence to access hardship support from a range of companies through a single referral (Australia). Oversight of Transurban’s Social Licence Framework, and the focus areas intended to address key social and environmental issues and opportunities relevant to our core business and meet the evolving expectations of our stakeholders.
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