Corporate Report for the year ended 30 June 2022
Introduction and overview
Governance and risk
Security holder information
Introduction from the Chair of the Remuneration, People and Culture Committee
In addition, during this period, the Group successfully closed the WestConnex bid which increased proportional ownership to 50% alongside strategically aligned partners and extended the Group’s weighted average concession life to approximately 30 years. However, Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) and Free Cash Flow (FCF) per security remain below pre-COVID levels. The Board recognises the impact of this on security holders and has taken this into account by exercising downward discretion on the FY22 Short Term Incentive (STI) outcome (see page 106). The Board was concerned to receive Transurban’s first strike against its Remuneration Report at the 2021 Annual General Meeting (AGM). Over the past 12 months the Board has focused on understanding the concerns of stakeholders and we would like to thank those who took the time to speak with us. There was a diversity of views expressed in relation to Executive remuneration. In response to the feedback provided, the Board has sought to balance the interests of stakeholders while maintaining appropriate performance-based remuneration with sufficient leverage to motivate, incentivise and retain the executive talent required to deliver our business strategy. As a result, further refinements have been made to our remuneration approach in addition to those already approved as part of our ongoing review of Transurban’s remuneration practices. These changes are detailed on page 100 and include: FY22 • Short Term Incentive (STI) Plan: Group performance measures to apply to 100% of the target STI pool; introduction of additional non-financial measures as a discretionary downward moderator
Dear security holder On behalf of the Board, I am pleased to present Transurban’s Remuneration Report for the year ended 30 June 2022, my first as Chair of the Remuneration, People and Culture Committee. This was another year impacted by COVID-19 uncertainty however Transurban’s leaders have navigated this well. They have remained focused on driving strong financial performance while supporting all of our stakeholders. During the period, significant progress has been made on our Social Licence focus areas of championing road safety, empowering customers and strengthening communities. This has been achieved through a number of initiatives including a customer campaign to support Australia’s COVID-19 vaccine rollout and targeted assistance for communities impacted by natural disasters and COVID-19. Priority continues to be given to the safety of our roads and operations as well as the health and wellbeing our people. There has also been a focus on employee attraction and retention strategies given the significant increase in competition for key talent. Financial Performance Overall Group financial performance for FY22 improved compared to FY21. Revenue increased over the previous year, leading to distributions for security holders growing by 12.3% per security, despite traffic being down 0.5%. Transurban is well positioned for future distribution growth as traffic improves and our embedded inflation protection translates into revenue. Management also continues to progress numerous development opportunities and prudently manage the balance sheet.
• Long Term Incentive (LTI) Plan: increasing the performance period from three to four years with FY22 as a transition year FY23 • STI Plan: replacing the existing performance measures of Proportional EBITDA, Proportional Net Cost and Health, Safety and Environment (HSE) with a new Group Performance Scorecard to assess the overall Group performance, including Financials (Proportional EBITDA and Proportional Net Cost), HSE, Customer and Delivery, and Sustainability, Reputation and Leadership • LTI Plan: the reintroduction of the FCF measure in addition to relative Total Shareholder return (TSR) FY24 • LTI Plan: change of grant allocation methodology to full-face value (previously face value discounted for distributions and/or dividends foregone throughout the performance period) A specific concern raised in FY21 related to the STI outcomes for Executives not appearing to reflect the ongoing West Gate Tunnel Project (WGTP) dispute. In its review of FY21 STI outcomes, the Board had regard to this issue and considered it appropriate for the WGTP issues to be formally resolved and final settlement conditions known before making material adjustments to Executive STI outcomes. The WGTP situation was difficult, however a resolution was reached in FY22. While the final settlement was in the interests of all stakeholders, the Board has considered the impact to security holders and applied appropriate Executive accountability to FY22 STI outcomes.
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