Directors’ Report
Indemnification and insurance of Directors and officers The Constitutions of the Group provide that the Group will indemnify each officer (including each Director) of the Group, on a full indemnity basis and to the extent permitted by law, against any liabilities incurred by them in their capacity as an officer of any member of the Group. Each officer is also indemnified against reasonable costs (whether legal or otherwise) incurred in relation to relevant proceedings in which the officer is involved because the officer is or was an officer. The Group has entered into Deeds of Indemnity, Insurance and Access with each of its Directors and officers. The Group has arranged to pay a premium for a directors and officers liability insurance policy to indemnify Directors and officers in accordance with the terms and conditions of the policy. This policy is subject to a confidentiality clause which prohibits disclosure of the nature of the liability covered, the name of the insurer, the limit of liability and the premium paid for this policy. During FY24 and as at the date of this Directors’ Report, no indemnity in favour of a current or former Director or officer of the Group or in favour of PwC, the external auditor, has been called on. Environmental regulation The Group’s operations are subject to environmental regulation and legislation in each market. The Group is committed to achieving a high standard of environmental performance. This commitment is reflected in the Sustainability Policy and Health, Safety and Environment Policy which have both been approved by the Transurban Group Board. The Sustainability Strategy – available on our website transurban.com – outlines our objectives, while our risk management and assurance processes support environmental compliance and performance. Based on the results of enquiries made, the Board is not aware of any significant breaches during the reporting period.
Proceedings on behalf of the Company No proceedings have been brought or intervened in on behalf of the Company, nor any application made under section 237 of the Corporations Act 2001 (Cth). Non-audit services and auditor independence PwC was appointed as the Group’s external auditor on 12 October 2001. The Group has an External Auditor Independence Policy that is intended to support the independence of the external auditor by regulating the provision of services by the external auditor. The external auditor will not be engaged to perform any service that may impair or be perceived to impair the external auditor’s judgement or independence. The Board has considered the position and, in accordance with advice received from the Audit and Risk Committee, is satisfied that the provision of the non-audit services during the reporting period is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 (Cth). The Directors are satisfied that the provision of non-audit services by PwC did not compromise the auditor independence requirements of the Corporations Act 2001 (Cth) for the following reasons: • The Audit and Risk Committee reviewed the non-audit services to ensure they did not impact the impartiality and objectivity of the auditor. • None of the services undermined the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a management or a decision making capacity for the Group, acting as advocate for the Group or jointly sharing economic risk and rewards. Details of the amounts paid for non-audit services are provided in Note B31 to the financial statements on page 182. The Group’s external auditor, PwC, has provided an independence declaration in accordance with section 307C of the Corporations Act 2001 (Cth), which is set out on page 112 and forms part of this Directors’ Report.
Rounding of amounts The Group has applied the Australian Securities and Investments Commission (‘ASIC’) Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191 to this report, and amounts in the financial statements have been rounded to the nearest million dollars, unless stated otherwise. This Directors’ Report is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors:
Craig Drummond Director
Michelle Jablko Director Melbourne 8 August 2024
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