Governance and risk
Governance Transurban is committed to good governance, transparency and accountability. The Board 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. 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 Principles and Recommendations, is detailed in our 2024 Corporate Governance Statement. Our Corporate Governance Statement and key governance documents are available on our website. Read more about our Corporate Governance, transurban.com/ corporate-governance
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 fulfilling 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 members of executive management (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 so 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. The Board’s collective skills and experience is set out in the matrix on page 76, and Directors’ biographies are set out on pages 74–75. During the year the Board reviewed the interests, positions and relationships of the Non-executive Directors and considers each of them to be independent.
Board meetings The Board meets as often as necessary to discharge its responsibilities. This requires Board members to attend at least seven scheduled meetings each year, the Annual General Meetings (AGM), Committee meetings and unscheduled meetings as required. The Board also meets with Transurban’s Executive Committee and members of senior management for an annual strategy session. 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. During the year, members of the Board visited Transurban’s assets, offices and project sites in New South Wales, Victoria, Queensland, and the Greater Washington Area. 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 externally facilitated Board performance and effectiveness review, which included one-on-one interviews between the external consultant and the Chair, each Director and select members of management. The external consultant presented the review report to the Board for Board discussion and agreement on relevant actions.
72
Made with FlippingBook Digital Publishing Software