Corporate Report for the year ended 30 June 2022
Introduction and overview
Governance and risk
Security holder information
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 FY22 included: • Reviewing and recommending to the Board significant accounting and financial reporting disclosures including in relation to: the Group’s equity issuance and equity injection to fund Sydney Transport Partners’ acquisition of the remaining interest in WestConnex; the status of major projects, including the West Gate Tunnel Project and the revised terms for the delivery of the project; and the impact of uncertainties related to COVID-19, near-term interest rates and inflation on accounting, audit and risk-related matters. • Oversight of the assurance and disclosure processes for the Transurban Corporate Report incorporating the financial statements and Remuneration Report; and disclosures relating to the recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD). • Oversight of risk management activities including: annual review of the Risk Appetite Statement, Risk Management Policy and Enterprise Risk Management Framework; implementation of key risk control assurance activities and initiatives across the business; deep dives into the risk management activities for each business unit; continued development of risk management performance analytics and development of enhanced risk reporting and visualisation techniques; oversight of climate related risks, including reviewing the findings of the Intergovernmental Panel on Climate Change’s Sixth Assessment Report; and annual review of key policies including the Whistleblower Policy. • Oversight of cybersecurity and technology risks, the development and implementation of the Cyber Uplift and Resilience Program, ongoing third party and supply chain cybersecurity reviews, and disaster recovery and data protection capabilities and initiatives. • Oversight of taxation matters, including tax governance and tax risk management. • Oversight of the rotation of the external auditor, culminating in the Board’s appointment of a new lead audit engagement partner for FY23. • Oversight of the Sustainable Procurement Program and reviewing and recommending to the Board the FY21 Modern Slavery Statement. • Approval of, and delivery and oversight of, the FY22 Internal Audit Plan. Areas of focus during FY22 included: • Ongoing Board succession planning, utilising the Board skills matrix, culminating in the appointment of three new Non-executive Directors following the retirement of two long-standing Non-executive Directors at the end of the 2021 AGM. • Ongoing Chair succession planning, culminating in the Board’s appointment of a new Chair. • Oversight of the induction of new Non-executive Directors. • Oversight of the process for the annual review of Board, Board Committee and Director performance. • Review and recommendation of annual Director re-election and election. • Review and recommendation to the Board on the appointment of a new North American Advisory Board member. Areas of focus during FY22 included: • 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 workplace relations, workplace equity and employee engagement trends and considering implications for Transurban’s culture. • Ongoing oversight of Executive development, succession, and management programs to optimise the contributions of Transurban’s people. • Extensive stakeholder listening and engagement to understand feedback on our remuneration structures and responding to that feedback and the first strike received on our Remuneration Report at the 2021 AGM. • Reviewing CEO and Senior Executive fixed, performance-based and equity-based remuneration, including ongoing review of appropriate performance measures. • Review and enhancement of Transurban’s remuneration framework to ensure that the framework continues to effectively support Transurban’s business strategy and desired culture. • Oversight of Transurban’s diversity and inclusion practices, programs and initiatives to support and assist with improving diversity and inclusion at all levels of the business: this includes our response to the Australian Human Rights Commission Respect@Work report, and an update of our Diversity and Inclusion Policy and measurable objectives.
To assist the Board in fulfilling its corporate governance and oversight responsibilities relating to the integrity of Transurban’s financial reporting, the effectiveness of Transurban’s systems of financial risk management and internal controls, internal and external audit functions, Transurban’s risk profile and risk policy, and the effectiveness of Transurban’s risk management framework (for both financial and non-financial risks) and supporting risk management systems and culture.
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.
Remuneration, People and Culture Committee Responsibilities: To assist the Board in fulfilling its responsibilities in relation to people,
remuneration and culture related matters and disclosures, including: oversight of policies and programs to develop the capability of our people and support Transurban’s desired culture; alignment of the remuneration framework with Transurban’s purpose, strategy and culture; the remuneration of the Chair and other Non-executive Directors; and performance and remuneration of, and incentives for, the CEO and Senior Executives.
Read more in the Remuneration Report on pages 95 to 119
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