Appendix 4G and Corporate Governance Statement
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
VENTIA SERVICES GROUP LIMITED
ABN/ARBN Financial year ended:
53 603 253 541 31 December 2021
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://www.ventia.com/who-we-are/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 23 February 2022 and has
been approved by the Board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 23 February 2022
Name of authorised officer
authorising lodgement:
Zoheb Razvi
Group Company Secretary
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have discussed this on pages 7 and 19 of our Corporate
Governance Statement.
We have disclosed a copy of our Board Charter at this URL on our
website at
https://www.ventia.com/who-we-are/corporate-
governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒ and we have disclosed this on page 13 of our Corporate
Governance Statement. Relevant information on Directors up
for election is in the Notice of Meeting
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒ and we have disclosed this on page 13 of our Corporate
Governance Statement.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒ and we have disclosed this on page 15 of our Corporate
Governance statement and in the Directors’ report of the
Annual report
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
and we have disclosed a copy of our diversity policy at:
https://www.ventia.com/p/our-policies
and we have disclosed the information referred to in paragraph (c)
at:
pages 28-30 of our Corporate Governance Statement.
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) and whether a performance evaluation was
undertaken for the reporting period in accordance with that process
on page 14 of our Corporate Governance Statement.
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) and whether a performance evaluation was
undertaken for the reporting period in a
ccordance with that process
on page 14 in our Corporate Governance Statement, and on page
76-89
in our 2021 Annual Report.
☐set out in our Corporate Governance Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒ and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraph (4) is set out on page 16
of our Corporate Governance Statement available, and paragraph
(5) on page 64 of our 2021 Annual Report.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒ and we have disclosed our board skills matrix on pages 9-11 of
our Corporate Governance Statement.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
and we have disclosed the names of the directors considered by the
board to be independent directors on pages 8, 12-13 of our
Corporate Governance Statement
and, where applicable, the information referred to in paragraph (b)
at:
as above
and the length of service of each director at:
as above
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.4 A majority of the board of a listed entity should be independent
directors.
☐
☒ set out in our Corporate Governance Statement on page 8 OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☐
☒ set out in our Corporate Governance Statement on page 8 OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
and we have disclosed details of our director induction program on
page 13 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
and we have disclosed our values on page 3 of our Corporate
Governance Statement.
☐ set out in our Corporate Governance Statement
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
and we have disclosed details of our code of conduct on page 23 of
our Corporate Governance Statement. The code of conduct can
also be found here:
https://www.ventia.com/p/our-policies
☐ set out in our Corporate Governance Statement
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
and we have disclosed our details of our Whistleblower Policy on
page 23 of our Corporate Governance Statement. The
Whistleblower protection policy can be found here:
https://www.ventia.com/p/our-policies
☐ set out in our Corporate Governance Statement
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
and we have disclosed details of our Bribery & Corruption Policy on
page 23 of our Corporate Governance Statement. Our Bribery &
Corruption Policy can be found here:
https://www.ventia.com/p/our-policies
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
on pages 64 of our 2021 Annual Report.
☐set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒And this is disclosed on page 22 of our Corporate Governance
Statement.
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒And this is disclosed on page 22 of our Corporate Governance
Statement.
☐s
et out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our continuous disclosure compliance policy
at:
https://www.ventia.com/p/our-policies
☐set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒And this is disclosed on page 30 of our Corporate Governance
Statement.
☐s
et out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒And this is disclosed on page 30 of our Corporate Governance
Statement.
☐s
et out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
https://www.ventia.com/who-we-are/corporate-governance
☐set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒and details of this are set out on page 31 of our Corporate
Governance Statement.
☐s
et out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
page 30 of our Corporate Governance Statement.
☐set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒and this is disclosed on page 30 of our Corporate Governance
Statement.
☐set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒and this is disclosed on page 30 of our Corporate Governance
Statement.
☐s
et out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
on pages 64 of our 2021 Annual Report.
☐set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to
the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
page 20 of the Corporate Governance Statement.
☐set out in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
and we have disclosed how our internal audit function is structured
and what role it performs at:
page 21 of our Corporate Governance Statement.
☐set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
page 21 of our Corporate Governance Statement
and, if we do, how we manage or intend to manage those risks at:
on pages 58-61 of our 2021 Annual Report.
☐set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
on page 64 of our 2021 Annual Report.
☐set out in our Corporate Governance Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
and we have disclosed separately our r emuneration policies and
practices regarding the
remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
on pages 76-89 of our 2021 Annual Report.
☐set out in our Corporate Governance Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
and we have disclosed our policy on this issue or a summary of it at:
•in our Corporate Governance Statement, page 24
“Security Dealings Policy”; and
•Ventia’s Securities Dealing Policy, which is available at
https://www.ventia.com/p/our-policies
.
☐
set out in our Corporate Governance Statement OR
☐we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
☐
and we have disclosed information about the processes in place at:
.................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☒ we do not have a director in this position and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and this recommendation is
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
CORPORATE GOVERNANCE
STATEMENT 2022
GOVERNANCE AT VENTIA
At Ventia, we believe good governance is fundamental to achieving our purpose of
making infrastructure work for our communities.
Ventia is an infrastructure services provider operating in Australia and New Zealand.
Our purpose is to make infrastructure work for our communities. It’s at the heart of
who we are and is what unites and excites us. We achieve our purpose by bringing our
values and our strategy to life.
Our approach to governance is based on our values and strategy which represent what
we stand for every day, both internally and externally. They are our guide to ensure we
focus on what’s right, and what’s important to our clients and our employees.
Our values and strategy are embedded into Ventia’s governance framework, which
enables our people to deliver on our commitments and plays an integral role in
effective and responsible decision making for our shareholders, employees, business
partners, government, regulators and the broader community.
This Corporate Governance Statement (Statement) details the key governance policies
and practices adopted by our Board. Some of these key governance documents and
policies referred to in this Statement can be found in the Corporate Governance
section of our website at www.ventia.com.
This Statement is current as at 23 February 2022 and has been approved by the Board
and lodged with the ASX, together with its accompanying Appendix 4G.
Compliance with ASX Recommendations
Under ASX Listing Rule 4.10.3, ASX-listed entities are required to benchmark their corporate governance practices
against the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition)
(ASX Recommendations).
Prior to listing on the ASX and NZX in November 2021, Ventia chose, as far as possible, to comply with the ASX
Recommendations. We embraced these as a contemporary model of good governance standards and where relevant, we
had used them in establishing and reviewing key components of Ventia’s governance framework. Immediately prior to listing,
we made minor enhancements to Ventia’s governance framework to ensure we comply, to the extent possible, with the
ASX Recommendations.
As at the date of this document, we are pleased to report that we comply with all relevant ASX Recommendations, with the
exception of ASX Recommendation 2.4 which provides that the Board should be comprised of a majority of independent
Directors, and ASX Recommendation 2.5 which provides that the Chair of the Board of a listed entity should be an
Independent Director. Further commentary on this is set out in Section 1 of this Statement and Appendix 4G.
VENTIA’S GOVERNANCE FRAMEWORK
INDEPENDENT
ASSURANCE
GROUP COMPANY SECRETARY
Safety &
Sustainability
Committee
Audit, Risk &
Compliance
Committee
People &
Remuneration
Committee
Nominations
Committee
Work Winning
& Tender
Committee
Executive
Leadership
Te a m
Accountability and reporting
Delegation
Delegation
and oversight
Accountability
and Reporting
Delegation
BOARD OF
DIRECTORS
GROUP CHIEF
EXECUTIVE OFFICER
Responsibility for the
day-to-day operations
O
U
R
V
A
L
U
E
S
C
O
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L
A
B
O
R
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T
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I
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G
R
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T
Y
C
H
A
L
L
E
N
G
E
I
N
G
E
N
U
I
T
Y
OUR PURPOSE
Making
infrastructure
work for our
communities
C
L
I
E
N
T
F
O
C
U
S
E
D
I
N
N
O
V
A
T
I
V
E
S
U
S
T
A
I
N
A
B
L
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S
T
R
A
T
E
G
Y
S
T
A
K
E
H
O
L
D
E
R
S
Redefining
service
excellence
3
Ventia Corporate Governance Statement 2022
KEY COMPONENTS OF OUR
GOVERNANCE FRAMEWORK
The table below sets out each of the key components of our governance framework and is cross-referenced against the
relevant ASX Principle and relevant governance documents currently adopted by Ventia.
Key Governance
Framework Component
Relevant
ASX Principle(s)Relevant Governance Documents
SECTION 1:
OUR BOARD &
COMMITTEES
A skillful and experienced
Board, with a Committee
structure suited to our needs
Principle 1: Lay solid
foundations for
management and
oversight
Principle 2: Structure
the Board to be
effective and add
value
•
Constitution
•
Board Charter
•
Audit, Risk and
Compliance
Committee
Charter
•
Safety and
Sustainability
Committee
Charter
•
People and
Remuneration
Committee
Charter
•
Work Winning and
Tender Committee
Charter
•
Nominations
Committee
Charter
SECTION 2: OUR ELT
Clear delegation, decision
making and accountability
to our Group Chief Executive
Officer, Executive Leadership
Team and senior executives
Principle 1: Lay solid
foundations for
management and
oversight
•
Board Charter
•
Delegations of
Authority Matrix
SECTION 3:
RISK & OPPORTUNITY
MANAGEMENT
Strong systems of risk and
opportunity management
is essential to deliver on our
purpose
Principle 4: Safeguard
integrity in corporate
reporting
Principle 7: Recognise
and manage risk
•
Audit, Risk and
Compliance
Committee
Charter
•
Risk Management
and Opportunity
Policy
•
Tax Corporate
Governance Policy
•
Treasury Policy
•
Critical Risk
Protocols
•
Group Accounting
Policy
•
Financial Control
Policy
SECTION 4:
PROMOTING
RESPONSIBLE
& ETHICAL BEHAVIOUR
Ventia’s Code of Conduct and
governance policies which
reinforce the importance
of our Values and Brand
Pillars in carrying out our
responsibilities to our
shareholders, employees,
business partners,
government, regulators and
the communities where we
operate
Principle 3: Instil
a culture of acting
lawfully, ethically and
responsibly
•
Code of Conduct
•
Bribery and
Corruption Policy
•
Security Dealings
Policy
•
Disclosure Policy
•
Donations and
Sponsorship
Policy
•
Modern Slavery
Policy
•
International
Trade Controls
and Anti-Money
Laundering Policy
•
Government
Relations Policy
•
Privacy Policy
•
Procurement
Policy Workplace
Behaviour Policy
•
Bullying and
Harassment Policy
•
Equal
Employment
Opportunity and
Discrimination
Policy
•
Fair Treatment
Policy
•
Diversity and
Inclusion Policy
•
Sustainability
Policy
Key Governance
Framework Component
Relevant
ASX Principle(s)Relevant Governance Documents
SECTION 5:
SAFETY &
SUSTAINABILITY
Taking a common approach
to safety, health, environment
and quality across all our
businesses helps us deliver
our services both safely and
sustainably
Principle 3: Instil
a culture of acting
lawfully, ethically and
responsibly
Principle 7: Recognise
and manage risk
•
Critical Risk
Protocols
•
Health and Safety
Policy
•
Quality Policy
•
Sustainability
Policy
•
Workplace Injury
Management
Policy
SECTION 6:
DIVERSITY & INCLUSION
We celebrate and embrace
diversity across our business
– diversity in background, age,
gender, skills, experience and
thought
Principle 3: Instil
a culture of acting
lawfully, ethically and
responsibly
Principle 8:
Remunerate fairly
and responsibly
•
Code of Conduct
•
Diversity and
Inclusion Policy
•
Bullying and
Harassment Policy
•
Equal
Employment
Opportunity Policy
•
Flexible Working
Arrangements
Policy
SECTION 7:
STAKEHOLDER
ENGAGEMENT
We are committed to a
coordinated, timely, and
respectful approach to
communication with all
stakeholders
Principle 5: Make
timely and balanced
disclosure
Principle 6: Respect
the rights of security
holders
•
Code of Conduct
•
Communications
& Media Relations
Policy
•
Privacy Policy
•
Government
Relations Policy
5
Ventia Corporate Governance Statement 2022
1. OUR BOARD & COMMITTEES
Role and Responsibilities
The Board is responsible for the overall corporate governance of Ventia and its controlled entities (Group). It sets the ‘tone
from the top’ by demonstrating behaviours that are aligned with Ventia’s values.
The Board is governed by a Constitution and Board Charter which sets out the Board’s authority, responsibilities, membership
criteria and the agreed principles by which it operates. These documents, together with Committee Charters and a
Delegations of Authority Matrix, establish the relationship between the Board and Management.
The primary responsibilities reserved specifically for the Board include:
•
setting strategic objectives and approving operating budgets;
•
monitoring corporate performance and management’s implementation of Ventia’s strategy;
•
overseeing risk management, internal controls and compliance systems;
•
approving financial reports, profit forecasts, outlook statements and other reports required at law or under the ASX Listing
Rules to be adopted by the Board;
•
approving major capital expenditure and transactions in excess of the discretionary limits delegated to the Group CEO, and
overseeing capital management;
•
satisfying itself that Ventia’s remuneration framework is aligned with Ventia’s values, strategic objectives and tolerance
for risk;
•
appointing, evaluating the performance of, determining the remuneration of, removal of, and planning succession of, the
Group CEO and Executive Leadership Team;
•
approving Ventia’s values and monitoring corporate culture; and
•
approving Ventia’s policies including Code of Conduct.
Composition of the Board
Currently the Board comprises 8 Directors:
•
4 independent Non-Executives Directors; and
•
4 non-Independent Non-Executive Directors (including the Non-Executive Chairman).
DAVID MOFFATT
Chairman
LYNNE SAINT
Independent
Non‑Executive Director
SIBYLLE KRIEGER
Independent
Non‑Executive Director
ANNE URLWIN
Independent
Non‑Executive Director
JEFF FORBES
Lead Independent
Non‑Executive Director
ROBERT COTTERILL
Non‑Executive Director
(Nominee of CIMIC)
KEVIN CROWE
Non‑Executive Director
(Nominee of Apollo)
IGNACIO SEGURA
Non‑Executive Director
(Nominee of CIMIC)
7
Ventia Corporate Governance Statement 2022
The Board is aware that the current composition of the Board does not comply with ASX Recommendations 2.4 and/or 2.5.
The Board intends to comply with all of the ASX Recommendations and, in particular, intends that the composition of the
Board will evolve over time to comply with ASX Recommendations 2.4 and 2.5. However, at present, the Board believes that
the current Board composition is in the best interests of stakeholders. Specifically, the selection of the Chairman at the time
of Ventia’s listing on the ASX and NZX is appropriate in light of the Non-Independent Non-Executive Directors’ experience and
contribution to Ventia and its strategic objectives.
In addition, during such time as the Chairman is not an Independent Non-Executive Director, an Independent Non-Executive
Director will be designated as ‘Lead Independent Non-Executive Director’. All the Directors believe that they will be able
to, individually and collectively, analyse the issues before them objectively and in the best interests of shareholders and in
accordance with their duties as Directors.
In relation to election at an AGM:
•
one-third of the Board will retire at each AGM and may stand for re-election;
•
the Directors to retire shall be those who have been longest in office since their last election, noting that Directors must
retire at the third AGM, or three years since their last election (whichever is longer); and
•
a Director who has been appointed by the Board to fill a casual vacancy is required to retire and stand for election by the
shareholders at the next AGM.
Board Membership
The below table sets out the details of the current Directors of the Board. Each of these Directors served during FY2021.
NamePositionIndependentAppointed
Current Independent Non‑Executive Directors
Jeff ForbesLead Independent Non-Executive DirectorYes2021
Anne UrlwinIndependent Non-Executive DirectorYes2021
Lynne SaintIndependent Non-Executive DirectorYes2021
Sibylle KriegerIndependent Non-Executive DirectorYes2021
Current Non‑Executive Directors
David MoffattChairmanNo2014
Ignacio Segura*Non-Executive DirectorNo2021
Kevin Crowe*Non-Executive DirectorNo2014
Robert Cotterill*Non-Executive DirectorNo2015
* Ignacio Segura and Robert Cotterill are both nominee Directors of substantial Shareholder of CIMIC Group Limited. Kevin Crowe is a nominee Director of
substantial Shareholder, Apollo.
Stefan Camphausen and Miryam Meza (both being nominee Directors of substantial Shareholder, CIMIC Group Limited) and
Steve Martinez (being a nominee Director of Apollo) held office during FY2021 and resigned during FY2021.
Details of the qualifications and experience of each current Director, and those Directors who held office but resigned during
FY2021 are set out in Ventia’s 2021 Annual Report.
Role of the Chairman
The role of the Chairman includes:
•
providing effective leadership to the Board in relation to all Board matters;
•
guiding the Board agenda and conducting all Board meetings to facilitate discussions, challenges and decision-making;
•
in conjunction with the Group Company Secretary, arranging regular Board meetings throughout the year and confirming
that minutes of meetings accurately record decisions taken; and
•
acting as a conduit between Management and the Board.
•
supporting the Group CEO’s people agenda, and providing mentoring and business development to employees
Outside Board meetings, the Chairman acts as the main interface between the Board and the Group CEO. The Chairman also
represents to the Board to our shareholders and actively engages with Ventia’s regulators and customers.
Board Skills
The Nominations Committee is responsible for ensuring that our Board is comprised of Directors who collectively have the
skills, experience, knowledge and diversity needed to support Ventia in achieving its strategic objectives and fulfilling its legal
and regulatory requirements. The Board’s Skills Matrix is an important tool in this process.
The creation of a Skills Matrix for Ventia is an opportunity for considered reflection and productive discussion on how the
Board is constituted currently and also how it believes it should best be constituted in the future to align with the corporate
strategy and the needs of a listed entity.
The Board approved Skills Matrix on pages 10-11 sets out the key skills and experience that the Board is looking to have in
its membership. It contains a mix of skills and experience that the current Directors possess for governing Ventia’s strategic
direction, its operations and the impacts the business has on the communities in which Ventia operates. It also includes skills
and experience that are aligned with Ventia’s five brand pillars.
9
Ventia Corporate Governance Statement 2022
Each year, the Skills Matrix will be reviewed and amended as appropriate, and each Director will then undertake a self-
assessment against that Skills Matrix to identify his/her current skill level against each skill. These results will then be
consolidated and reviewed by the Board, via the Nominations Committee, with the Board then identifying any skill gaps and/
or opportunities to be targeted in future appointments to the Board and professional development initiatives for Directors.
As shown below, all areas in the Skills Matrix are currently well represented by the current Board.
VENTIA BRAND PILLARS
Putting safety and
health above all else
HEALTH, SAFETY & ENVIRONMENT
Experience in health, safety and environmental matters (HSE),
policies and strategies.
Providing our clients
and their customers
with excellence in
service delivery
PROJECT DEVELOPMENT, PROJECT MANAGEMENT AND DELIVERY
Experience in all aspects of major infrastructure projects.
SOCIAL PERFORMANCE, COMMUNITY ENGAGEMENT
AND HUMAN RIGHTS
Demonstrable understanding of social performance and the elements
that contribute to a social license to operate, including experience in
community engagement, investment measurement and governance.
Being known for our
talented and engaged
people
PEOPLE & CULTURE
Experience in people matters, building workforce capability, setting
a remuneration framework which attracts and retains a high calibre
of executives, promoting workplace culture, diversity, succession
and inclusion.
Creating value for
our clients through
low cost, quality
solutions
CUSTOMER EXPERIENCE
Knowledge of, or experience in, organisations and operations
managing large client bases.
SUSTAINABILITY
Experience in understanding /improving sustainability initiatives in
large public companies.
Bringing technology
to deliver new and
innovative ways
of working
DIGITAL
Ability to leverage digital technology to support growth and drive
competitive advantage.
the director has professional qualifications in this area, and/or has particular expertise due to the nature and duration of his/her professional experience.
the director has experience on Boards or business involvement in this area.
the director has some, but not detailed, knowledge in this area.
GENERAL SKILLS & EXPERIENCE
INDUSTRY EXPERIENCE
Specific experience, knowledge and expertise gained across infrastructure,
transport, telecommunications and defence industries, including global experience.
FINANCIAL ACUMEN
Experience in financial accounting and reporting, corporate finance and/or
restructuring corporate transactions and corporate accounting. Ability to probe the
adequacies of financial and risk controls.
STRATEGY
Experience in implementing and developing business strategies.
CORPORATE DEVELOPMENT
Experience in business development, equity and debt funding strategies, capital
and debt raising.
LEGAL, COMPLIANCE & REGULATORY
Experience with regulatory and legal compliance and litigation/disputes.
RISK MANAGEMENT
Experience in recognising and managing risks which have the potential to impact
business objectives and reputation.
LEADERSHIP
Senior executive role or substantial Board experience in a publicly-listed company
preferably an ASX200 or equivalent, with proven track record of leadership and
governance skills.
HOLISTIC THINKING
Ability to holistically think and contribute in providing solutions that are aligned to
the needs of our diverse client-base and the multicultural communities in which we
operate.
11
Ventia Corporate Governance Statement 2022
Board Diversity
The diversity of the Board, as at the date of this document, in relation to gender, tenure, age and geographical location is
as follows:
Gender Diversity Director’s Tenure
Male
Female
5
3
New0-2 years2-4 years4-6 years
0
1
2
3
4
5
4
1
0
3
Location Age
Australia
NZ
USA/UK
6
1
1
30-4040-5050-6060-70
11
2
4
Board Independence
The Board Charter sets out guidelines to assist in considering the independence of Directors. The Board considers a Director
to be independent where he or she is free of any interest, position or relationship that might influence, or might reasonably be
perceived to influence, in a material respect, his or her capacity to bring independent judgement to bear on issues before the
Board and to act in the best interests of Ventia as a whole rather than an individual shareholder or other party. The Board will
review the independence of each Director in light of information disclosed to the Board having regard to all relevant matters,
including Box 2.3 of the ASX Recommendations.
The Board considers that each of Jeff Forbes, Lynne Saint, Sibylle Krieger and Anne Urlwin is free from any interest, position
or relationship that might influence, or might reasonably be perceived to influence, in a material respect, his or her capacity
to bring independent judgement to bear on issues before the Board and to act in the best interests of Ventia as a whole rather
than in the interests of an individual shareholder or other party and is able to fulfil the role of an Independent Non-Executive
Director for the purpose of the ASX Principles.
Each of Kevin Crowe, Robert Cotterill and Ignacio Segura have been nominated to the Board by a substantial Shareholder
(Apollo, in the case of Kevin Crowe, and CIMIC, in the case of Robert Cotterill and Ignacio Segura), and is a senior executive
of (or of a related entity of) a substantial shareholder (Apollo, in the case of Kevin Crowe, and CIMIC, in the case of Robert
Cotterill and Ignacio Segura), and are therefore not considered by the Board to be Independent Non-Executive Directors.
David Moffatt was originally nominated to the Board by Apollo in 2015 as Executive Chairman and subsequently held the
position of Group CEO of Ventia on an interim basis (between November 2019 and January 2021). He is currently a senior
professional adviser to Apollo Global Management. Given these matters, David Moffatt is not considered by the Board to be an
Independent Non-Executive Director for the purposes of ASX Recommendation 2.5.
The Board believes that each of David Moffatt, Kevin Crowe, Robert Cotterill and Ignacio Segura will add significant value to
the Board given their considerable experience and skills and will bring objective and independent judgement to the Board’s
deliberations. In addition, the existence of the role of “lead Independent Non-executive Director” will further improve overall
Director Independence within the Board.
Outside Interests and Conflicts of Interest
Prior to accepting any non-Ventia Board or executive appointments, Directors must discuss the proposed appointment
with the Chairman to ensure that it will permit them to continue to act at all times in the best interests of Ventia, exercise
independent judgement and devote sufficient time to fulfil their obligations to Ventia. The Chairman will review the proposed
appointment, particularly in the context of conflicts of interest, on a case-by-case basis.
All Directors must immediately disclose any perceived, potential or actual conflicts of interest that could impact their
independence. When such a conflict of interest arises, the Director concerned withdraws from the Board meeting while the
relevant matters are considered, and will not receive Board or Committee papers or minutes pertaining to that matter that
they are conflicted by. Accordingly, the Director concerned neither takes part in discussions nor exercises any influence over
the Board if such a conflict of interest exists.
Board Selection and Appointment
The Nominations Committee will use a range of tools (including the Skills Matrix as set out above) to make recommendations
to the Board in respect of the:
•
mix currently represented on the Board;
•
skills, knowledge, experience, independence and diversity the Board is looking to achieve in its membership; and
•
desirable qualities and capabilities that should be targeted in the Board’s succession planning.
The Board will review the candidates and the most suitable person is either appointed by the Board and is elected at the next
AGM or is recommended to shareholders for election at a general meeting.
Prior to the appointment of any new Director, appropriate checks will be conducted to determine if they have the capabilities
needed and are fit and proper to undertake the responsibilities of the role. This was the case prior for the Directors appointed
by the Board prior to Ventia listing on the ASX and NZX in October 2021. Appropriate background checks are also undertaken
prior to employing senior executives.
As is required by the ASX Recommendations, all material information in Ventia’s possession relevant to a Director’s election or
re-election will be provided to shareholders in the relevant Notice of Meeting.
If the Board determines that a candidate should be appointed to the Board, they will receive a formal letter of appointment
outlining the key terms, conditions and expectations of their appointment.
Before accepting the position, the candidate must confirm that they have sufficient time to fulfil their obligations to Ventia and
provide details of their other commitments and interests.
Director Induction
A Director’s effectiveness in their role is enhanced when they have clarity about their responsibilities and what is expected of
them as a member of the Board, including the nature of Directors’ duties and the operations and finances of the organisation
at a level that enables them to govern and meet their oversight obligations.
Ventia has a documented Director Induction Program that is designed to ensure that new Directors are in a position to
maximise their contribution to the governance and strategic oversight of Ventia from the earliest possible date.
The Director Induction Program is split into three stages, namely:
•
Stage 1 – Upon Appointment: Immediately following appointment, Directors receive a comprehensive range of materials
regarding Ventia;
•
Stage 2 – 1‑2 months following appointment: Newly appointed Directors are given the opportunity to meet key internal
and external stakeholders across Ventia’s operations and, if practicable, undertake site visits; and
•
Stage 3 – Ongoing Development: Throughout their tenure, Directors will be provided the opportunity to develop their
understanding as a Director of Ventia. Further information is set out in below.
13
Ventia Corporate Governance Statement 2022
Ongoing Director Training
Directors are expected to maintain the knowledge and skills required to perform their role effectively. As part of their ongoing
training and development, Directors receive relevant briefings from senior executives, the external auditor and external
advisors relating to:
•
work, health, environment and safety;
•
economic issues in the markets in which Ventia operates;
•
insurance; and
•
directors’ duties.
Where practicable, Directors undertake visits to Ventia’s offices and project sites to further their understanding of Ventia’s
operations.
Performance Review of Board, Committees, Directors & Key Management Personnel
The performance of the Board, the Committees and individual Directors will be reviewed annually either through an internal
review process or by an external consultant.
A review of the performance of the Board, the Committees and individual Directors (including the Chairman) was conducted
in 2021 as part of Ventia’s preparation to be a listed company. Following the review, the Board agreed to areas of improvement
which included changes to the Board and minor enhancements to Ventia’s governance framework prior to listing. It is
intended that a review will be undertaken in 2022.
Further information on the evaluation of key management personnel performance in FY2021 is set out on pages 76
-89 of
Ventia’s 2021 Annual Report.
Remuneration of Directors and Key Management Personnel
Details of Ventia’s remuneration policies, practices, performance reviews and outcomes, and the remuneration paid to the
Directors and other Key Management Personnel (KMP), are set out in the Remuneration report section of the 2021 Annual
Report. Shareholders will be invited to consider and adopt the Remuneration report at the 2022 AGM.
Access to Information, Independent Advice and Indemnification
For the purposes of the proper performance of their duties, Directors are entitled to seek independent professional advice, at
Ventia’s expense, subject to the prior written consent of the Chairman or the Board as a whole. The policy of the Board is that
external advice will be made available to all Directors, unless the Chairman determines otherwise.
Minimum Shareholding Requirements for Directors
Immediately prior to listing on the ASX and NZX in November 2021, the Board adopted a Minimum Shareholding Requirement
(MSR) which sets out requirements for Independent Non-Executive Directors to hold a minimum value of shares in Ventia to
ensure alignment with shareholders’ interests.
The MSR requires each Director who receives Director’s fees to hold, within three years of that Director’s appointment or
election, a minimum value of Shares approximating 100% of the Director’s base fee remuneration. To assist Directors to
meet this requirement, Directors were given the opportunity to elect to be paid a proportion of their first year’s base fee
remuneration at the time of completion of the IPO (although subject to a requirement for pro rata repayment, should they
not remain a Director for the whole of that first year) and it will be applied towards subscription for Ventia shares under the
Offer at the Final Price (as defined in Ventia’s Prospectus).
From time to time, KMP Senior Executives and Directors may be restricted from trading in Ventia securities given their access
to confidential or price sensitive insider information which is not complete or disclosable under the ASX Listing Rules.
As at 31 December 2021, all Independent Non-Executive Directors were compliant with the MSR.
Details of the shareholdings of Directors are set out in the Directors’ Report on page 89 of Ventia’s 2021 Annual Report.
Alternate Directors
Michael Cooper has been appointed as the Alternate Director to Ignacio Segura and Robert Cotterill. Kevin Crowe has
appointed Steve Martinez has his Alternate Director. An Alternate Director is entitled, if the relevant appointor does not attend
a Board or Committee meeting of the Board, to attend and vote in place of and on behalf of the appointor. An Alternate
Director is also entitled to attend Board and Committee meetings in an observer capacity only, while the appointor is present.
Role of the Group Company Secretary
Our Group Company Secretary, Zoheb Razvi, through the Chairman, is accountable to the Board on all matters to do with the
proper functioning of the Board, including:
•
effective implementation of corporate governance processes;
•
adherence to Board policies and procedures;
•
coordination of all Board matters including agendas, Board papers, minutes, communications and filings with relevant
regulators; and
•
facilitating the induction and professional development of Directors.
All Directors have access to the services and advice of the Group Company Secretary.
Jonathan Dockney is also listed as an additional Company Secretary.
You can find more details about Ventia’s Company Secretaries’ experience and qualifications on page 72 of the 2021
Annual Report.
Board and Committee Meetings
The Board and its Committees meet regularly to discuss matters relevant to Ventia’s operations and performance, with
additional meetings held as and when required to address specific matters. During 2021, a number of additional Board
meetings were held to consider a range of matters, including the strategic review of Ventia’s structural and ownership options
and impacts of the COVID-19 pandemic on our operations.
Directors are required to attend all Board meetings, shareholder meetings and Committee meetings for which they are
members, subject to any conflicts of interests which may prevent them from attending.
The Board also has procedures in place to ensure it operates independently from Management. For example, at Board
meetings the Directors regularly meet in the absence of the Group CEO and other executives of Ventia. Where appropriate,
Management are also excluded from certain Board and Committee discussions that relate to specific issues, such as executive
remuneration and performance.
All Board meetings and documents are provided to Directors in English. All Directors are fluent in the English language.
The number of Board and Committee meetings and the attendance of each Director at these meetings are set out in Ventia’s
2021 Annual Report on page 68.
Committees
The Board has established the following Committees to assist it in carrying out its responsibilities:
•
Audit, Risk and Compliance Committee;
•
Nominations Committee;
•
People and Remuneration Committee;
•
Safety & Sustainability Committee; and
•
Work Winning and Tender Committee.
Each Committee has a Charter, detailing its purpose and responsibilities, and membership criteria. Each Charter is reviewed
annually to ensure it aligns with regulatory requirements, best practice (including the ASX Recommendations) and the
expectations of the Board. A summary of each Committee Charter and its current membership is set out below.
All Directors have a standing invitation to attend all Committee meetings and have access to all Board and Committee papers
and minutes. The Group CEO & other members of management attend by invitation.
15
Ventia Corporate Governance Statement 2022
Audit, Risk and Compliance Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Lynne Saint
(Chair);
•
David Moffatt;
•
Jeff Forbes;
•
Anne Urlwin; and
•
Robert Cotterill
•
Only Non-
Executive
Directors;
•
A minimum
of three
members; and
•
A majority of
Independent
Non-Executive
Directors,
including an
Independent
Non-Executive
Director as Chair
The Audit, Risk and Compliance Committee assists the Board in fulfilling its corporate
governance and oversight responsibilities in relation to Ventia’s financial reports and
financial reporting process, internal control structure, risk management systems
(financial and non-financial) and the internal and external audit process.
Accordingly, the Audit, Risk and Compliance Committee will meet on a regular basis
to review:
•
integrity of financial reports and statements;
•
effectiveness of internal financial control systems;
•
internal audit function and integrity of process;
•
effectiveness of risk management systems and management of material financial
and non-financial risks;
•
external audit function and integrity of process; and
•
compliance with legal and regulatory obligations, internal policies and
industry standards.
Nominations Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Jeff Forbes
(Chair);
•
Sibylle Krieger;
•
Lynne Saint;
•
Anne Urlwin;
•
David Moffatt;
and
•
Robert Cotterill
•
Only Non-
Executive
Directors;
•
A minimum
of three
members; and
•
A majority of
Independent
Non-Executive
Directors,
including an
Independent
Non-Executive
Director as Chair
The Nomination Committee’s charter provides that the committee must consist of
only Non-Executive Directors, a majority of independent Directors, a minimum of
three members of the Board, and an Independent Director as Chair.
The responsibilities of the Nominations Committee include:
•
making recommendations to the Board about the size and composition of the
Board and the nomination criteria, and assisting with the review of the Board’s
skills matrix;
•
reviewing succession plans for Directors; and
•
overseeing the regular assessment of, and making recommendations to the Board
as to, the independence of each Director and associated disclosures.
People and Remuneration Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Sibylle Krieger
(Chair);
•
Anne Urlwin;
•
Lynne Saint;
•
Kevin Crowe; and
•
Ignacio Segura
•
Only Non-
Executive
Directors;
•
A minimum of
three members;
and
•
A majority of
Independent
Non-Executive
Directors,
including an
Independent
Non-Executive
Director as Chair
The objective of the People and Remuneration Committee is to assist the Board
in the effective discharge of its responsibilities as they relate to people and
remuneration matters (other than matters within the remit of the Safety and
Sustainability Committee).
The People and Remuneration Committee’s responsibilities include reviewing
the progress of Ventia’s people and culture strategy, reviewing policies in respect
of diversity including an annual review of the effectiveness of Ventia’s Diversity
and Inclusion Policy, talent and succession planning, remuneration matters and
performance reviews, among others.
Safety & Sustainability Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Anne Urlwin
(Chair);
•
Ignacio Segura;
•
Sibylle Krieger;
•
Lynne Saint; and
•
David Moffatt
•
Only Non-
Executive
Directors;
•
A minimum of
three members;
and
•
A majority of
Independent
Non-Executive
Directors.
The primary objective of the Safety and Sustainability Committee is to assist the Board
in fulfilling its responsibilities to optimise growth and diversification opportunities
within established business plan targets.
The Safety and Sustainability Committee is responsible for:
•
reviewing and recommending for Board approval health, safety and environment
(HSE) policies;
•
reviewing and recommending for Board approval sustainability policies, the
Sustainability Report and regulatory
•
reporting on sustainability; and
•
reviewing management reports related to HSE and sustainability and monitoring
compliance with obligations and delivery against targets.
Work Winning and Tender Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Kevin Crowe
(Chair);
•
Jeff Forbes;
•
Robert Cotterill;
•
David Moffatt;
and
•
Sibylle Krieger.
•
Only Non-
Executive
Directors;
•
A minimum of
three members.
The primary objective of the committee is to assist the Board in fulfilling its
responsibilities to optimise growth and diversification opportunities within established
business plan targets.
The Work Winning and Tender Committee is responsible for:
•
reviewing the development and implementation of strategic business development
initiatives, and ensuring initiatives are consistent with Ventia’s business plans;
•
responding to business development challenges and initiatives; and
•
general business development activities including tendering for material contracts
oversees the development, approval and implementation of strategic business
development initiatives aligned with the Board’s approved business plans.
17
Ventia Corporate Governance Statement 2022
2.OUR EXECUTIVE LEADERSHIP TEAM
Whilst the Board has overall responsibility, the Executive Leadership Team (E LT) also plays an important role in embedding a
culture aligned with Ventia’s values.
DEAN BANKS
Group Chief
Executive Officer
STUART HOOPER
Chief Financial
Officer
JODIE BLAKE
Group Executive –
People, Culture
& Safety
JONATHAN DOCKNEY
Group General
Counsel
TIM HARWOOD
Group Executive –
Telecommunications
ROD McCURDY
Group Executive
– Infrastructure
Services
DAVID McPADDEN
Interim Group
Executive – Transport
KAREN O’DRISCOLL
Group Executive –
Digital Services
DEREK OSBORN
Group Executive –
Defence & Social
Infrastructure
MARK RALSTON
Group Executive –
Strategy
& Corporate Affairs
As illustrated in Ventia’s governance framework, the Board has delegated responsibility for the day-to-day management
of Ventia to the Group CEO, and through the Group CEO, to other members of the ELT. These delegations balance effective
oversight with appropriate empowerment and accountability of the ELT and other senior managers across the Group.
Working under the supervision of the Group CEO, the ELT has the responsibility for driving Ventia’s strategy in a way that is
aligned with our values and our risk appetite. The ELT achieves this by:
•
recommending to the Board to approve the strategy;
•
executing the strategy;
•
managing business performance;
•
reviewing and managing material financial and non-financial risks; and
•
leading and developing our people.
The Group CEO and ELT report to the Board on all matters that impact, or have the potential to impact, the achievement of
Ventia’s purpose, including:
•
health and safety performance;
•
financial performance;
•
progress on the delivery of the strategy,
•
culture; and
•
risks and opportunities.
You can find details of our ELT on our website at www.ventia.com/
A performance evaluation of senior executives was undertaken of senior executives in 2021 with details of the process set
out on pages 76-89 of Ventia’s 2021 Annual Report.
19
Ventia Corporate Governance Statement 2022
3. RISK AND OPPORTUNITY MANAGEMENT
Risk and opportunity management is a fundamental component of Ventia’s strategic and operational decision making as
we seek to achieve our ambition of Making Infrastructure Work for Communities. Risk management is embedded into our
strategy, decision-making frameworks and the implementation of our operations. We proactively deploy strategies, ensure we
have plans to manage risk in those deployments and conduct regular reviews of operations to assess the effectiveness of our
risk management processes and undertake change as appropriate.
Ventia defines risk management as the identification, assessment and treatment of risks that have the potential to materially
impact our operations, people, reputation, the environment and the communities in which we operate as well as the financial
prospects of Ventia. Our risk and opportunity management framework guides how we identify, assess, manage, and report on
risks and opportunities across the business while ensuring that we operate within the risk limits established by the Board. The
framework is depicted as follows:
Culture
Connects
strategy to
results
Strategy
and Limits
Monitor
Report &
Audit
Systems
Processes &
Training
Roles &
Responsibility
Business
Continuity
Contracts
Policies &
Standards
Insurance
Ventia Board sets direction and
risk appetite
Provides opportunity, boundaries,
rules and recourse
Prepares business to manage and
recover from disruptions
Transfers
and
protects
Governance, assurance, reporting
and improvement
Enables implementation and
drives consistency
Sets intent
and structure
for decision
making
Empowers leaders and teams and
provides clear accountabilities
The risk and opportunity management framework is overseen by the Board and the Audit, Risk and Compliance Committee
(ARCC) (a sub-committee of the Board). The Board undertakes an annual review of Ventia’s risk appetite and governance and
compliance arrangements. The ARCC meets quarterly, is accountable for ensuring that the risk and opportunity management
framework is implemented appropriately. The Group CEO and the Executive Leadership Team implement the risk and
opportunity management framework within their areas of accountability. These roles and responsibilities are part of our
overall governance framework.
Other Committees (such as the People and Remuneration Committee and Safety and Sustainability Committee) review risk
matters in more detail as required by their respective Charters.
Our Risk and Opportunity Management Policy is reviewed annually and was updated by the Board in December 2021.
Our risk and opportunity management policy is to:
•
apply a whole of Ventia approach, from the board, senior leaders, and employees in managing risk and opportunity
•
embed a pragmatic approach to identifying, assessing, managing, and monitoring risks and opportunities within our
business processes
•
ensure a regular reporting regime on risks and opportunities that drives and informs decision making.
Ventia’s risk and opportunity management policy is guided by ISO 31000 2009 (Risk Management).
Key Risks and Opportunities
The diversity of Ventia’s operations, geographic footprint, markets serviced and the services provided, results in exposure to a
broad range of risks and generates opportunities which may impact Ventia’s business outcomes and financial performance.
The key risks and opportunities as are as follows:
RisksOpportunities
•
health and safety of our workforce
•
resilience of technology platforms and services
•
COVID-19
•
operational performance and service delivery under client
contracts
•
compliance
•
attracting and retaining capability in critical roles
•
sustainability
•
growth from leveraging combined capabilities
•
scale and multi-national platform
•
technology and data analytics
•
plant and equipment optimisation
Further detail of how we manage our key risks can be found on pages 58-61 of Ventia’s 2021 Annual Report.
Material exposure to Climate Change Risks
Climate change and the transition towards a lower carbon economy will create both risks and opportunities for Ventia, as
well as our people, customers, suppliers and partners and the communities in which we work. Ventia aims to align our risk
management with the recommendations of the Taskforce on Climate-related financial Disclosures (TCFD). Consistent with this
approach we have commenced a detailed climate risk assessment of the business in 2021 and aim to complete this by 2022.
Ventia’s activities could be impacted by climate and weather events such as significant rain, fire or prolonged periods of
adverse weather conditions including floods, drought, water scarcity or temperature extremes. Such natural events could
result in adverse impacts on Ventia, such as delays to contract performance or additional cost of performance. This could
result in increased costs and/or reduced revenues which could impact Ventia’s financial performance and financial position.
Ventia’s Sustainability Strategy includes a clear focus on climate resilience as one of the three objectives supporting our
commitment to “Creating a Healthier Planet”. Our objective to manage climate risk and resilience for us and our clients
ensures prominence in decision making as we continue to assess climate risk across the business, and implement initiatives
to address emissions.
Internal Audit Function
The Audit, Risk and Compliance Committee is responsible for overseeing the effectiveness, independence and objectivity of
the internal audit function, including the implications of internal audit findings.
The internal and external audit functions, which are separate and independent of each other, provide an independent
and objective review of the way in which Ventia assesses and manages risk. During 2021, Ventia had a co-sourced internal
audit function, with internal resources responsible for the audit supplemented with outsourced subject matter experts.
The co-source model enabled a balance of external subject matter expertise and internal knowledge. The internal audit
function operates under a plan approved annually by the Audit, Risk and Compliance Committee, with reports of audits
provided quarterly at Audit, Risk and Committee meetings.
21
Ventia Corporate Governance Statement 2022
External Auditor Relationship
The Audit, Risk and Compliance Committee is responsible for overseeing the relationship with Ventia’s external auditor. It is
also responsible for monitoring and evaluating the performance, independence and objectivity of the external auditor and the
provision of non-audit services.
Integrity of Corporate Reporting
On behalf of the Board, the Audit, Risk and Compliance Committee monitors and reviews processes aimed at ensuring the
integrity of financial and other reporting including those that do not require external audit. The verification process varies
depending on the particular report but generally involves confirmation by individuals responsible for the information that, to
the best of their knowledge and belief, the information is accurate and not misleading.
Prior to approval and release of the half year and full year statutory accounts of Ventia, the Board receives written declarations
from the Group CEO and CFO to the effect that in their opinion:
•
the financial records of Ventia have been properly maintained;
•
the statutory accounts comply with the relevant accounting standards; and
•
the Statutory Accounts give a true and fair view of the financial position and performance of Ventia.
The Group CEO and CFO must have also declared that this opinion has been formed on the basis of a sound system of risk
management and internal control that is operating effectively. Supporting this declaration are certifications provided by other
members of the Executive Leadership Team. The External Auditor also provides an independent opinion that Ventia’s statutory
accounts are true and fair.
For periodic corporate reports released to the market which are not required to be audited or reviewed by our External Auditor,
Ventia has established processes and policies to verify the integrity of the information prepared for external release and/or
publication. This involves:
•
reports being prepared and reviewed by the relevant subject matter experts;
•
an internal verification and review process; and
•
an appropriate approval process under our Delegations of Authority Matrix involving senior management, the Disclosure
Committee and/or the Board.
4. PROMOTING RESPONSIBLE AND ETHICAL BEHAVIOUR
A Culture underpinned by Ventia’s values
The Board and Management understand the important role they play in setting the tone to shape Ventia’s culture underpinned
by our values and brand pillars. In 2021, Ventia’s values were refreshed by the Board. Our values guide how we go about our
business, the decisions that we make and the actions that we take every day. They ensure we focus on what’s right, and what
action we ought to take; even if it’s not always the easiest course of action.
COLLABORATION
achieve more
together
INTEGRITY
do what’s right
CHALLENGE
drive to deliver
INGENUITY
create better ways
Our Code of Conduct
Ventia’s Code of Conduct (the Code) and values set out the standards of behaviour we expect of our Directors, employees,
contractors, subcontractors and agents. They define our commitment to good corporate governance, responsible business
practice, our customers, our workforce, the communities in which we operate and the environment. They also provide the
structure through which we maintain compliance with our legal obligations.
The Code also outlines where our people can go to for advice and raise concerns that they may have where our conduct is not
meeting the requirements of the Code. Any person can also contact our independent whistleblower line, details of which can
be found by clicking here.
Training on the Code is part of the induction process and is a mandatory annual training requirement for our employees.
The Board reviews the Code periodically to ensure it continues to address any emerging conduct issues. The Audit, Risk and
Compliance Committee is provided with details of any material breaches of the Code.
Bribery and Corruption Policy
Our Bribery and Corruption Policy sets out Ventia’s zero tolerance for any form of bribery or corruption in our business
dealings and operations.
All Directors, officers, employees, contractors, business partners and any other parties acting as representatives or agents of
Ventia or performing services for or on its behalf, must not:
•
engage in bribery, corruption or fraud nor pay, offer, promise or accept, directly or indirectly, any facilitation payments,
secret commission or other form of improper payment or otherwise breach relevant anti-corruption laws;
•
engage or make a payment to a business partner or other third party knowing or suspecting the business partner may
use or offer all or a portion of the payment directly or indirectly as a bribe, kickback, secret commission or other form of
improper payment;
•
offer, provide or accept gifts or hospitality in a manner inconsistent with Ventia’s Gifts and Hospitality Standard;
•
make political or charitable donations or sponsorships on behalf of Ventia contrary to the policy; or
•
falsify or misdescribe any book, record or account relating to Ventia’s business.
The Audit, Risk and Compliance Committee is provided with the results of investigations and corrective actions undertaken.
Whistleblower Protection Policy
The Board has adopted a Whistleblower Protection Policy, which encourages the reporting of suspected misconduct or an
improper state of affairs or circumstances in relation to Ventia. Examples of reportable conduct under the Whistleblower
Protection Policy include (but are not limited to):
•
a breach of the Code;
•
financial fraud or mismanagement including tax related misconduct;
•
unsafe or unethical work practices or work practices which endanger the environment; and
•
breaches of any legal or regulatory obligations.
The Whistleblower Protection Policy explains how a report may be made and the protections a whistleblower must receive.
The Audit, Risk and Compliance Committee is provided with details of any calls received under the Whistleblower Protection
Policy.
Disclosure Policy
We are committed to observing our disclosure obligations under the ASX Listing Rules, the NZX Listing Rules and the
Corporations Act 2001 (Cth) (Corporations Act). As such, Ventia has adopted a Disclosure Policy to assist it in complying with
its continuous disclosure obligations.
The Disclosure Policy establishes procedures to ensure that Directors and senior management are aware of, and fulfil their
obligations in relation to, providing timely, full and accurate disclosure of materially price sensitive information to our
shareholders in accordance with our disclosure obligations under the Corporations Act 2001 (Cth) and the ASX Listing Rules.
The Policy also sets out procedures for communicating with shareholders, stakeholders, the media and the market.
Information will be communicated to shareholders through the lodgement of all relevant financial and other information with
the ASX and NZX, and all announcements will be made available on our website at www.ventia.com/.
The Directors receive copies of all material information issued to the ASX promptly after they have been made.
23
Ventia Corporate Governance Statement 2022
Securities Dealing Policy
Ventia has a Securities Dealing Policy which applies to our Directors and employees (Relevant Persons). The Securities Dealing
Policy is intended to explain the types of conduct in relation to dealings in securities that are prohibited under the Corporations
Act and to establish procedures in relation to dealings in securities including Ventia securities by Relevant Persons.
The Securities Dealing Policy defines certain ‘blackout periods’ during which trading in Shares by Directors, key management
personnel and certain other senior executives and nominated employees is prohibited. Those blackout periods are currently
defined as any of the following periods:
•
the period from the close of trading on the ASX on 31 December each year until the day following the announcement to the
ASX and the NZX of the full year results;
•
the period from the close of trading on the ASX on 30 June each year until the day following the announcement to the ASX
and the NZX of the half year results; and
•
any other period that the Board specifies from time to time.
In all instances, buying or selling shares in Ventia is not permitted at any time by any person who possesses price-sensitive
information, in a manner contrary to the Corporations Act.
Prior to Ventia listing on the ASX and NZX, all Directors and employees were given copies of the Disclosure Policy and
Securities Dealing Policy together with a factsheet outlining key points to remember under both documents. In addition,
Directors and key employees were required to undertake two training modules and complete a questionnaire regarding the
Disclosure Policy and Securities Dealing Policy.
Diversity and Inclusion Policy
Our workforce is made up of individuals with diverse skills, backgrounds, perspectives and experiences and this diversity is
recognised, valued and respected. We acknowledge the positive outcomes that can be achieved through a diverse workforce
and recognise and utilise the contribution of diverse skills and talent from our workforce.
For the purposes of Ventia’s diversity policy, ‘diversity’ encompasses differences in gender, marital or family status, sexual
orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background,
perspective and experience, and also differences in approach and viewpoints. Ventia’s diversity policy promotes an inclusive
workforce, with a particular focus on gender diversity and Indigenous participation.
Further information on our progress on diversity and inclusion can be found in Section 6.
Modern Slavery
Ventia’s Modern Slavery Policy was updated in 2021. It outlines our commitment to implementing processes in our operations
and supply chain that seek to mitigate the risk that any forms of modern slavery including slavery, servitude, forced marriage,
forced labour, deceptive recruiting, trafficking in persons and debt bondage are occurring.
We are also committed to working with our suppliers to eradicate modern slavery from our supply chain. All suppliers are
required to comply with our Code. Our contracts with business partners also include specific provisions supporting our efforts
to eradicate modern slavery.
We published our first Modern Slavery Statement in 2021. A copy can be found at https://www.ventia.com/p/our-policies.
We are also ensuring our policies and processes comply with the recently passed NSW Modern Slavery laws.
Sponsorships and Charitable Donations
We are committed to supporting local community groups and charities through sponsorships and donations that are legal,
ethical and further the interests of Ventia. We will not sponsor or provide donations to, or in respect of, the following:
•
initiatives or organisations not aligned with our Code;
•
projects or events not relevant to our areas or operation; or
•
political parties.
25
Ventia Corporate Governance Statement 2022
5. SAFETY & SUSTAINABILITY
Safety & Wellbeing
At Ventia, we put the safety and health of our people, our clients and our communities above all else. It is a fundamental
guiding principle for everything we do.
People are the heart of our business and there is nothing more important than ensuring everyone gets to go home safely,
every single day. We also care deeply about our impact on the environment and the legacy we leave for future generations.
Taking a unified approach to Safety, Health, Environment & Quality (SHEQ) across all our businesses helps us deliver
our services both safely and sustainably. Our focus is on resilience, accountability, communication, risk management
and engagement.
Underpinning our approach is the belief that each of us shares in the responsibility for the safety of our people, our projects,
the environment and the communities in which we work.
Our leaders have an important role to play – continuously seeking ways to lead, demonstrate and communicate positive safety
and health behaviours. They inspire and challenge their teams to continuously improve, every day and in everything we do.
We care about our people and the communities in which we work.
Mental health is a substantial issue across society and within every workplace. In 2019, Ventia launched the Healthy Minds
program to improve awareness of mental health and in turn help to reduce any associated stigma and support those with
mental health conditions. Ventia’s Healthy Bodies program is focused on the physical wellbeing of employees. The program
comprises a range of health and wellbeing initiatives and provides early intervention injury management services to
employees and contractors.
In 2021, our Healthy Minds program won the National Safety Awards for Excellence in the Best Mental Health Program category.
SHEQ Governance Framework
Ventia has in place a SHEQ governance framework and management system that underpins our brand promise to put health
and safety above all else. Our approach to SHEQ is inspires the confidence of our employees, our clients and all the stakeholders
that we set out to protect and support. This includes a range of systems, policies, procedures, work processes and tools that
empowers our people to manage risk, safeguard the safety of employees, the environment and the broader community.
The SHEQ governance framework and management system incorporates our Critical Risk Protocols which establishes the
essential requirements for Ventia to manage critical activity risks that could lead to significant injury.
Sustainability
At Ventia, we are passionate about making infrastructure work for our communities and we strive to do that in a sustainable
way. We recognise that every decision and action we take is an opportunity to make a positive impact on the people and
world around us. In our view, taking a sustainable approach is not only the right thing to do, it’s what our clients, communities,
investors and employees expect from us. That’s why we’ve embedded sustainability into our vision, our business strategy, our
risk management, and our culture.
Under the leadership and governance of our Sustainability Council, we seek to:
•
minimise our environmental impact
•
leverage partnerships to deliver sustainable solutions
•
create stakeholder value through strong corporate governance
•
improve diversity and inclusion in our workplace and the communities in which we operate.
Our Sustainability Strategy, launched in 2021, includes commitments to create a healthier planet, be people and community
focused and accountable for everything we do.
These three commitment areas, aligned to the environment, social and governance pillars, are supported by objectives
and measures to create a lasting and positive legacy for people and the planet.
Our sustainability objectives are aligned with the sustainability topics identified through engagement with stakeholders
in 2020. Our progress against our sustainability objectives positively support seven United Nations Sustainable
Development Goals.
CREATING A LASTING LEGACY FOR PEOPLE AND THE PLANETCREATING A LASTING LEGACY FOR PEOPLE AND THE PLANET
environmentalenvironmentalsocialsocial
governancegovernance
OUR COMMITMENT
creating creating
a healthier a healthier
planetplanet
people and people and
community community
focusedfocused
ethical and ethical and
accountable accountable
in everything in everything
we dowe do
Ventia has also responded to the Science Based Targets initiative’s urgent call for corporate climate action by committing to
align with its 1.5°C and net zero targets through the Business Ambition for 1.5°C campaign.
We recognise our responsibility to address and reduce our emissions, and to play our part to limit global warming to 1.5°C.
Ventia will set near-term emission reduction targets to accelerate our transition to a low carbon economy and we are
committed to achieving net zero emissions across our value chain by 2050.
We commenced our journey in 2021, firstly establishing our inventory for direct Scope 1 and indirect Scope 2 emissions for
our baseline year of 2019, as we continued to enhance our data processes throughout the year. Our commitment to setting
Science Based Targets ensures we will develop a robust decarbonisation pathway, incorporating deep cuts in emissions
this decade.
Importantly, our approach does not rely on offsetting our emissions, but rather we are focused on transitioning all our energy
sources and working with our supply chain to identify opportunities and innovation to reduce our emissions.
27
Ventia Corporate Governance Statement 2022
6. DIVERSITY AND INCLUSION
At Ventia, we celebrate and embrace diversity across our business – diversity in background, heritage, age, gender, skills,
experience and thought.
We believe in the value that diversity brings to our business. Every day we work across diverse communities in Australia and
New Zealand. It is important that our workforce also reflects this diversity to ensure that we understand the communities in
which we operate. We understand that a diverse workforce in turn enhances the diversity of thought and perspective across
our operations, provides improved decision making through richer experiences, increases the depth of our talent pools, and is
aligned with the continuous improvement objective in our Enterprise Strategy – Sustainability pillar.
During 2021, we enhanced all our workplace policies and standards to drive and support a more inclusive culture across our
business. This review included our Code, Equal Employment Opportunity & Discrimination Policy, Parental Leave Standard,
Bullying and Harassment Policy and Diversity and Inclusion Policy. A copy of our refreshed Diversity and Inclusion Policy can
be found on our website at https://www.ventia.com/p/our-policies.
Gender
The Board (on recommendation by our Diversity and Inclusion Working Party) has developed a female participation strategy
to support Ventia’s female participation target of 40:40:40 (40% women in Board and executive leadership roles, 40% women
in senior management and 40% female participation across the Group). This strategy sets out a range of initiatives aligned to
three pillars:
PillarsCommentary & Initiatives
Attract More
Improve pathways into employment (at all levels including traineeships, apprenticeships and graduate
program), strengthen recruitment practices to attract and increase the candidate experience/value proposition.
During 2021 we enhanced our non-biased recruitment process to encourage a more diverse workplace,
including noting our commitment to a gender-balanced workforce. We applied gender de-coding in our
advertisements, gender-balanced shortlisting for roles, training for hiring managers and engagement with
external stakeholders to assist us sourcing a diverse pool of candidates.
Develop More
Strengthen talent practices to identify female talent and accelerate development opportunities in readiness
for more senior roles. In 2021 we flagged female (as well as Indigenous) talent in our talent pools to ensure
their development is targeted and accelerated. Women are provided pathways into leadership roles across the
business including operational and technical support leadership.
In 2021, Ventia offered a ‘Women Leading’ as a targeted leadership initiative. 61 women were provided with the
opportunity to take a critical look at their career, leadership and unique strengths. Ventia appointed 3 female
Independent Non-Executive Directors prior to listing in October 2021. Our focus is also on increasing female
Directors on our subsidiary and joint venture boards which is being achieved through the upskilling of female
talent through the Australian Institute of Company Directors course.
Keep More
Build deeper connection to, and understanding of, our female talent as part of engagement and retention
strategies. To engage the whole workforce in our female participation strategy, we address the topic in our
induction and onboarding, and offer Inclusive Leadership and Unconscious Bias training.
We have implemented several initiatives such as lunch and learn seminars, Women@Ventia networking and
mentoring programs. We also commenced the review of our PPE to improve the selection of appropriate and
accessible PPE that is more fit-for-purpose for women.
Ventia has aligned itself to the Hesta 40:40 vision which aims to address gender balance in executive leadership by 2030. On
top of this we have gone one step further, in our targets, extended our commitment to the entire senior management team
Gender pay equity is another commitment by Ventia and is monitored via an annual review to ensure that males and females
employed in comparable roles are paid fairly and equitably, considering individual’s experience and performance.
Ventia also supports team members who may be experiencing or dealing with the impacts of family and domestic violence.
Ventia partners with Assure Programs, an Employee Assistance Provider, to provide training on domestic and family violence
awareness. We provide Family and Domestic Violence leave of up to 10 days per annum, to any team member required to deal
with the impacts of family and domestic violence. As a member of the Diversity Council of Australia we also supported the
#IStandForRespect campaign.
Our progress against the Ventia’s female participation target set by the Board as at 31 December 2021 is as follows:
FY2021 Headcount by Gender & LevelFemale% FemaleMale% MaleTotal No.
Directors337.5%562.5%8
Executive Leadership Team218.2%981.8%11
Women in Senior Management52630.1%1,21669.9%1,742
All Employees4,81930.9%10,77569.1%15,594
Notes:
Executive Leadership team is defined as the Group CEO and direct reports.
Women in senior management (WISM) is defined as 3 layers of reports to members of the Executive Leadership Team
Employees includes all other employees in Ventia and includes causal employees.
Ventia is a ‘relevant employer’ under the Workplace Gender Equality Act, and reports on behalf of its Australian businesses.
The most recent ‘Gender Equality Indicators’ are set out in Ventia’s Workplace Gender Equality Report, which is available
at www.wgea.gov.au.
Indigenous Participation
We are fully committed to reconciliation and respectful engagement with Indigenous people across Australia and
New Zealand.
Aboriginal and Torres Strait Islander Engagement in Australia
Our public commitment towards reconciliation is set out in our Reconciliation Action Plan (RAP). The merger of Ventia and
Broadspectrum in July 2020 saw two companies come together with different RAP’s – Broadspectrum at Elevate status and
Ventia at Reflect stage. Throughout 2021 we progressed our integration plan to ensure that all actions in the Elevate RAP were
embedded across the Group.
Ventia’s Indigenous Advisory Board (IAB) advises us on Indigenous relations and engagement, provides guidance and
direction around implementing policies and practices, and challenges us to seek continual improvements. The IAB monitors
Ventia’s progress against our company participation commitments through quarterly progress reviews. Our Regional
Indigenous Steering Committees (RISC) reports into the IAB and works to implement our Indigenous strategy throughout our
operations and measure Ventia’s performance against Indigenous participation targets and help guide the practical steps
needed to drive Indigenous engagement.
Our current Indigenous workforce is 4.8%, during 2021 we engaged 114 Indigenous suppliers which equated to a total spend of
$83,969,103 and we have contracts in place that are valued at $120,007,810. We were very proud to be finalist in the Corporate
Member of the Year Award at the Supply Nation’s Supplier Diversity Award in 2021.
Māori and Pasifika Participation in New Zealand
We recognise and celebrate the culture of tangata whenua in Aotearoa New Zealand, where our teams respect local iwi and
communities across the country. In 2021 Ventia’s Te Ara o Rehua Working Party was set up to enhance Māori and Pasifika
participation across our New Zealand business.
As part of our Sustainability governance structure, the working party is tasked with determining strategies and initiatives to
improve and encourage participation. They also coordinate celebration of key events throughout the year including Matariki
(Māori New Year), Māori Language Week, Waitangi Day and others.
We also renewed our partnership with Amotai to support and enhance our engagement with Māori and Pasifika businesses
and are seeking ways to leverage that relationship better.
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Ventia Corporate Governance Statement 2022
Other initiatives
In addition to female and Indigenous Participation, our focus on diversity incorporates LGBTIQ+, people with a disability,
veterans, refugees and asylum seekers and other diverse marginalised community members. Some examples: Our NSW
Whole of Government Facilities Management Services contract was selected as finalist in the 2021 Australian HR Institute
(AHRI) Awards, Graeme Innes Disability Employment Award category for their achievements in building a strong disability
employment program. To build upon this success we signed a partnership agreement with JobAccess (funded by the
Department of Social Services) to further help our disability employment initiative and to further build disability confidence in
our workplace.
We also signed a partnership with Solider On, an organisation that will connect us with veterans and their families. Through
our work with their Pathways Program and through signing the Soldier On ‘Pledge’, we promote opportunities at Ventia and
demonstrate our commitment to supporting veterans and their families with their careers.
We continued with our partnership, CareerSeekers, a non-profit social enterprise that supports humanitarian arrivals to
overcome the barriers they face when seeking to establish and recommence their careers in Australia. Despite the impacts of
COVID-19, we were able to place eight university and mid-career professionals in internship across our business during 2021.
7. STAKEHOLDER ENGAGEMENT
Our commitment to transparent and two‑way engagement
Our Board recognises the importance of regular and proactive interaction with the market to ensure investors and key
stakeholders remain informed about Ventia’s activities.
We are committed to:
•
communicate effectively with shareholders via ASX and NZX, for example annual and half yearly reporting, periodic
disclosures, notices of meetings and general meetings of Ventia;
•
New and substantive investor or analyst presentation materials are also issued to the ASX and NZX in advance
•
give shareholders ready access to accurate, balanced and understandable information about Ventia; and
•
make it easy for shareholders to participate in general meetings of Ventia.
The Board further recognises the rights of our shareholders and encourages the effective exercise of those rights by:
•
ensuring notices of meeting and other meeting materials are drafted in concise, clear language and are distributed in
accordance with the provisions of the Corporations Act and our Constitution;
•
encouraging shareholders to use their attendance at meetings to ask questions on relevant matters, with time specifically
set aside at each general meeting for shareholder questions;
•
encouraging shareholders to vote on proposed resolutions by either attending the meeting or by way of lodgement of
proxies, if shareholders are unable to attend the meeting;
•
ensuring that Ventia’s external audit firm representatives are present at the Annual General Meeting to answer any
questions regarding the conduct of the audit process and preparation and content of its Auditor’s Report.
The Board also ensures that all resolutions to be considered at general meetings are voted on and decided by way of poll, and
that shareholders are able to appoint proxies electronically through Ventia’s share registry.
The Directors receive copies of all material information issued to the ASX and NZX promptly after they have been made.
Investor Relations
Ventia has an investor relations program designed to facilitate effective two-way communication with our shareholders, which
includes the following:
•
Ventia will regularly attend broker-sponsored and industry conferences;
•
hosting investor webcasts and conference calls following the release of its half year and full year results;
•
providing opportunities for shareholders to receive communications from Ventia electronically and encourages
shareholders to communicate electronically with Ventia and its share registry. Alternatively, email contact details are
available on our website and shareholders are welcome to contact us.
Company Information
Our website (www.ventia.com/) provides information about Ventia generally for the benefit of our shareholders and other
stakeholders. We will promptly update the website with material released to ASX and NZX after confirmation of release by ASX.
In addition, our website contains information of particular relevance for stakeholders including:
•
Corporate Governance (accessible from the ‘Who We Are’ dropdown menu): containing the Company’s Constitution, Board
and Committee charters and relevant governance policies;
•
Board and Executive Leadership Team (accessible from the ‘Who we are’ dropdown menu): containing the names and brief
biographical information for each of our Directors and members of the Executive Leadership Team;
•
Market Announcements (accessible from the ‘Investor Centre’ dropdown menu): containing ASX announcements.
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Ventia Corporate Governance Statement 2022
www.ventia.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.