Governance and risk
Board Committees 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 FY24 included:
To assist the Board in fulfilling its corporate governance and oversight responsibilities relating to the integrity of Transurban’s financial and corporate reporting, the effectiveness of Transurban’s systems of internal control and risk management (for financial and non-financial risks) including the risk management framework, the internal and external audit functions, and Transurban’s risk profile and risk policy.
• Reviewing and recommending to the Board significant accounting and financial reporting disclosures and considering the impact of uncertainties related to the macroeconomic environment on accounting, audit and risk-related matters • Oversight of FY24 distributions and related guidance • 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 TCFD • Approval, and delivery oversight, of the FY24 External Audit Plan, and undertaking, together with management, an audit quality assessment and effectiveness evaluation of the External Auditor • Approval, and delivery oversight, of the FY24 Internal Audit Plan • Oversight of the climate risk and transition planning program and the roadmap and key activities undertaken as part of the ISSB and ASRS readiness program in preparation for mandatory climate reporting from FY26 • Reviewing and recommending to the Board updates to the Risk Management Policy, Enterprise Risk Management Framework and Risk Appetite Statement, and oversight of: risk management activities, including detailed reviews across individual business units; the approach to managing strategic risks that have a health, safety, environment or road safety impact; compliance activities; business resilience activities; privacy incidents; and ethical business practices reporting, including whistleblower reporting • Shared oversight with the Board in relation to the strategic cybersecurity program and cyber risk management activities, and oversight of activities and initiatives relating to technology, data and customer risk management • Oversight of taxation matters, including tax governance and tax risk management • Oversight of the annual renewal of the insurance program • Reviewing the Transurban Group budget for FY25 prior to consideration by the Board • Reviewing and recommending to the Board updates to key policies.
Nomination Committee Responsibilities
Areas of focus during FY24 included:
To assist the Board in fulfilling its responsibilities relating to the composition and performance of the Board, Board appointments and succession planning.
• CEO succession, culminating in the appointment of Michelle Jablko as CEO and Managing Director • Ongoing Board succession planning, utilising the Board skills matrix, including the appointment of two new independent Non-executive Directors, Sarah Ryan and Gary Lennon • Oversight of the induction of new Non-executive Directors and the program to support all Directors’ ongoing education and development • Oversight of the process for the externally facilitated annual review of Board, Board Committee and Director performance • Review and recommendation of the re-election and election of Directors (as applicable).
Remuneration, People and Culture Committee Responsibilities
Areas of focus during FY24 included:
To assist the Board in fulfilling its responsibilities in relation to people, remuneration and culture matters including: oversight of management policies and programs to develop the capability of Transurban’s workforce and to support Transurban’s desired culture; alignment of Transurban’s remuneration framework with Transurban’s purpose, strategy, risk appetite, desired culture and values, including oversight of strategies, incentive plans, practices and disclosures generally; the performance and remuneration of, and incentives for, the CEO and Senior Executives; and the remuneration of the Chair of the Board and the other Non-executive Directors.
• Ongoing oversight of Senior Executive development, succession, and management policies and programs to develop the capability of Transurban’s workforce • 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 overseeing active culture and governance reviews with a view to supporting a diverse, inclusive and equitable workplace • Oversight of Transurban’s diversity and inclusion practices, programs and initiatives • Ongoing review of the effectiveness of the remuneration framework, including alignment between executive remuneration outcomes and the experience of stakeholders • Reviewing and making recommendations to the Board on CEO remuneration, including transition matters and appropriate performance measures for the incoming and outgoing CEO • Reviewing and making recommendations to the Board on Senior Executive remuneration, including incoming and outgoing Senior Executives, and ongoing review of appropriate
financial and non-financial performance measures • Reviewing Non-executive Director remuneration.
Read more in our remuneration report (pages 91–111)
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