Transurban Corporate Report FY25 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 FY25 included To assist the Board in fulfilling its corporate governance and
• Reviewing and recommending to the Board significant accounting and financial reporting disclosures; and considering the impact of risks and uncertainties related to the macroeconomic environment from a financial reporting perspective • Oversight of asset lifecycle planning, including major maintenance, and provisioning • Oversight of material legal proceedings involving Transurban Group entities • Oversight of FY25 distributions and related guidance • Oversight of the assurance and disclosure processes for the Transurban Corporate Report incorporating the financial statements, remuneration report and sustainability-related disclosures, including those relating to TCFD recommendations • Approval, and delivery oversight, of the FY25 External Audit Plan; undertaking, together with management, an audit quality assessment and effectiveness evaluation of the External Auditor; and oversight of the External Auditor’s independence and provision of non-audit services • Approval, and delivery oversight, of the FY25 Internal Audit Plan; and evaluating the effectiveness of the Internal Audit function • Oversight of the climate risk and transition planning program and the key activities undertaken as part of the AASB Climate 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 and in the context of organisational change; 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, artificial intelligence 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 FY26 prior to consideration by the Board • Reviewing and recommending to the Board updates to key policies.
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.
Nomination Committee Responsibilities
Areas of focus during FY25 included
To assist the Board in fulfilling its responsibilities relating to the composition and performance of the Board, Board appointments and succession planning.
• Ongoing Board succession planning, utilising the Board skills matrix, culminating in the appointment of a new independent Non-executive Director, Michael Wright, effective from December 2025. • Oversight of the program to support all Directors’ ongoing education and development • Oversight of the process for the annual review of Board, Board Committee and Director performance for FY25 and tracking progress made in relation to agreed actions from the FY24 review • Oversight of the annual review and assessment of the independence of each Non-executive Director • Review and recommendation of the re-election and election of Directors (as applicable).
Remuneration, People and Culture Committee Responsibilities
Areas of focus during FY25 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 and support operating model and organisational changes • 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 workforce culture and engagement, workplace relations and workplace equity and overseeing active culture and governance reviews with a view to fostering an inclusive, respectful and safe workplace for our diverse talent • Oversight of Transurban’s diversity and inclusion practices and initiatives • Oversight of payroll effectiveness • 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 appropriate financial and non-financial performance measures • 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 • Reviewing and recommending to the Board the annual remuneration report (page 81).
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