Corporate Report for the year ended 30 June 2022
Introduction and overview
Governance and risk
Security holder information
Short Term Incentive FY22 performance
FY19 LTI plan vesting The FY19 LTI plan (performance period 1 July 2018 to 30 June 2021) vested on 20 August 2021 at 42.8%, entirely derived from TSR. Vesting outlook for FY20 LTI plan The FY20 LTI plan (performance period 1 July 2019 to 30 June 2022) is scheduled to vest in August 2022 (after the date of this report). Reduced traffic across all regions due to government mandated COVID-19 restrictions has significantly impacted the FCF component of this plan, with calculations indicating that 35.7% of awards will vest for eligible participants. As for the FY19 LTI plan, this result will be derived entirely from relative TSR, with a zero outcome for FCF. Summary In summary, the Group has performed well during another COVID-19 impacted year, with Management balancing the needs and expectations of Transurban’s broad range of stakeholders. This has included investing in the business, progressing key projects and strategic investment opportunities and delivering strong financial outcomes. The material exception is the additional cost of investment which is crystallised with the settlement of the WGTP dispute and, as stated earlier, this has been specifically addressed in relation to Executive remuneration. The WGTP is a critical infrastructure project for Melbourne, providing a vital alternative to the West Gate Bridge, which carries over 200,000 vehicles per day and regularly experiences significant congestion. Notwithstanding the impacts of the settlement, the WGTP remains a financially attractive investment for Transurban and a valuable project for security holders. With the dispute now resolved, it is pleasing to have this key project moving forward. We have appreciated and listened carefully to the feedback provided following the strike against the FY21 remuneration report. The Board will continue to review the overall Group performance each year and looks forward to continuing to work with our security holders.
A tiered approach has been taken to reflect individual Executive contribution to the original bid and the dispute resolution process, reflecting the various levels of involvement and authority. This has been applied to Key Management Personnel (KMP) as follows:
Proportional EBITDA contributed $1,869 million for the period. The Board recognised that government mandated COVID-19 restrictions created uncertainty throughout the year. At the time the EBITDA measures were set, restrictions were in place and the nature and length of these restrictions were unknown. A set of principles were developed for expected weekly impacts of these restrictions. These were incorporated into the Board’s assessment of Group performance. The resulting outcome for Proportional EBITDA was 58%. Proportional Net Cost performed well against budget through a number of initiatives, however the Board has exercised its discretion to reduce the outcome to 90% reflecting that some cost savings were not attributable to Management efforts. Group HSE performance was strong for the period reflecting the Group’s ongoing focus and investment in our safety culture. This includes targeted activities in relation to the safety of our people, our contractors and our roads. The FY22 outcome for HSE was 130.5%. The overall FY22 STI outcome is 85.3%, including Board discretion to reduce the Proportional Net Cost STI outcome (refer to page 105 for further details). This aligns STI outcomes with the experience of security holders, given FCF (excluding Capital Releases) was 8.5% and EBITDA was 5.8% below pre-COVID levels (FY19). Executive STI outcomes In assessing the performance of the CEO and Executive KMP, the Board has considered all factors that have contributed to the overall Group result, including WGTP accountability as outlined. In summary: • The CEO received a final STI outcome of 28% of maximum opportunity (43% of target opportunity), adjusted to reflect individual accountability for the WGTP outcome • Other Executive KMP received between 40% and 59% of maximum opportunity (60% to 88% of target opportunity), reflecting individual performance outcomes adjusted to reflect individual accountability for the WGTP outcome Long Term Incentive During FY22, the FY19 LTI plan vested, FY20 and FY21 plans were on foot and grants were made under the FY22 LTI plan.
1 The CEO, having the highest level of involvement and
authority in both the original bid and dispute resolution process Impacted KMP: S Charlton Executives who were in an executive role at the time of the original bid and/ or involved in the dispute resolution process Impacted KMP: H Byrne, M Huey, S Johnson, H Wehby
3 Other current Executives not involved in the original bid or dispute resolution process Impacted KMP: M Jablko, S Moorfield
This percentage STI reduction is reflected in the FY22 STI outcomes for all Executive KMP as provided in this report on page 106. Remuneration outcomes in FY22 The FY22 remuneration outcomes are outlined below and, in the Board’s opinion, fairly reflect individual and Group performance taking into consideration market conditions and security holder experience. Fixed remuneration Fixed annual remuneration reviews were conducted, with adjustments being made to the FY22 fixed remuneration of three Executive KMP, effective 1 July 2021. These were made in recognition of the individual skills, experience and performance that each bring to their roles, as well as with reference to ASX30 benchmarking. Consideration was also given to internal and gender relativities for like roles in this process. Details can be found in the Executive KMP remuneration table on page 117. CEO fixed remuneration has not increased since 1 July 2018 and Chairman and Non- executive Director fees have not increased since 1 January 2018.
Robert Whitfield Chair, Remuneration, People and Culture Committee This report has been prepared and audited in accordance with section 300A of the Corporations Act 2001 (Corporations Act)
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