Appendix 4E & 2022 Annual Report
Ventia Services Group Limited
ABN 53 603 253 541
Level 8, 80 Pacific Highway
North Sydney NSW 2060
AUSTRALIA
ventia.com
ASX and NZX Release
24 February 2023
Appendix 4E and 2022 Annual Report
Ventia Service Group Limited (ASX: VNT) today reports its results for the financial year ended 31
December 2022.
Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the
financial year ended 31 December 2022.
This announcement was authorised by the Board.
-Ends-
For further information, please contact:
Investors Media
Chantal Travers Sarah McCarthy
General Manager Investor Relations General Manager Brand, Marketing & Communications
chantal.travers@ventia.com sarah.mccarthy@ventia.com
+61 428 822 375 +61 400 993 542
About Ventia
Ventia is a leading essential infrastructure services provider in Australia and New Zealand, proudly providing the services that
keeps infrastructure working for our communities. Ventia has access to a combined workforce of more than 35,000 people,
operating in over 400 sites across Australia and New Zealand. With a strategy to redefine service excellence by being client-
focused, innovative and sustainable, Ventia operates across a broad range of industry segments, including defence, social
infrastructure, water, electricity and gas, resources, telecommunications and transport.
Year ended 31
December 2022
Year ended 31
December 2021
Change
Change
$'m
$'m
$'m
Percentage
Total revenue from continuing operations
5,167.5
4,557.4
610.1
13.4%
Profit/(loss) after income tax from continuing operations attributable to members of the parent entity
191.2
(5.1)
196.3
3849.0%
Profit after tax from discontinued operations
-
24.6
(24.6)
(100.0%)
Profit after tax attributable to members of the parent entity attributable to members of the parent entity
191.2
19.5
171.7
880.5%
Dividends - Year ended 31 December 2022
Amount per security
Franked amount
per security
Franking
pecentage
Final dividend
8.28 cents
6.62 cents
80%
Interim dividend
7.47 cents
5.98 cents
80%
Key final dividend dates
Date
Ex-dividend date
1 March 2023
Record date for determining entitlement to the dividend
2 March 2023
Date for payment of dividend
6 April 2023
31 December
2022
31 December
2021
Net tangible assets backing per ordinary share
(0.76)
$
(0.97)
$
The remainder of the information requiring disclosure to comply with ASX listing rule 4.3A is contained in the Operating and Financial Review section of the 2022 Directors’ Report and the audited 2022 Financial Report, within the Ventia Services Group Limited Annual Report 2022, lodged with this Appendix 4E.
APPENDIX 4E - Annual Report for the Financial Year Ended 31 December 2022
Results for Announcement to the Market
VENTIA SERVICES GROUP LIMITED
ABN 53 603 253 541
Internal
ANNUAL REPORT
Year ended 31
December 2022
Year ended 31
December 2021
Change
Change
$'m
$'m
$'m
Percentage
Total revenue from continuing operations
5,167.5
4,557.4
610.1
13.4%
Profit/(loss) after income tax from continuing operations attributable to members of the parent entity
191.2
(5.1)
196.3
3849.0%
Profit after tax from discontinued operations
-
24.6
(24.6)
(100.0%)
Profit after tax attributable to members of the parent entity attributable to members of the parent entity
191.2
19.5
171.7
880.5%
Dividends - Year ended 31 December 2022
Amount per security
Franked amount
per security
Franking
pecentage
Final dividend
8.28 cents
6.62 cents
80%
Interim dividend
7.47 cents
5.98 cents
80%
Key final dividend dates
Date
Ex-dividend date
1 March 2023
Record date for determining entitlement to the dividend
2 March 2023
Date for payment of dividend
6 April 2023
31 December
2022
31 December
2021
Net tangible assets backing per ordinary share
(0.76)
$
(0.97)
$
The remainder of the information requiring disclosure to comply with ASX listing rule 4.3A is contained in the Operating and Financial Review section of the 2022 Directors’ Report and the audited 2022 Financial Report, within the Ventia Services Group Limited Annual Report 2022, lodged with this Appendix 4E.
APPENDIX 4E - Annual Report for the Financial Year Ended 31 December 2022
Results for Announcement to the Market
VENTIA SERVICES GROUP LIMITED
ABN 53 603 253 541
Internal
CONTENTS
2022 highlights 4
Chairman’s message 8
CEO’
s message 10
Safety 12
People 14
Executive Leadership Team 16
Redefining Service Excellence
22
Sector highlights 28
Sustainability 40
Operating and financial review 48
Directors’ report 65
Remuneration report
74
Financial report 93
Shareholder information 158
Corporate directory 161
Ackno
wledgement of Country
Ventia would like to respectfully acknowledge
the Traditional Owners and Custodians
of country throughout Australia and their
connection to land, sea and community. We pay
our respects to them, their cultures and to their
Elders past, present and emerging.
Mihi
He tautoko te ahurea i ngā kawa me ngā tikanga
o ngā Iwi whānui o Aotearoa, me ka kawa me
ka tikaka o ka Iwi whānui o Te Waipounamu.
/ We recognise and celebrate the culture of
manawhenua in Aotearoa and Te Waipounamu
where our teams respect local Iwi and
communities across the country.
Ventia Annual Report 2022
For when it’s essential.
V
entia
About this report
The FY22 Annual Report is a summary of Ventia Services Group Limited’s operations, performance and financial position for the
year ended 31 December 2022. In this report unless otherwise stated, references to ‘Ventia’, ‘Company’, ‘us’, ‘we’ and ‘our’ refer to
Ventia Services Group Limited. References to ‘year’, ‘financial year’, ‘2022’, ‘FY22’ or ‘FY2022’ all refer to the year ended 31 December
2022. All
dollar figures are expressed in Australian dollars unless otherwise stated.
Ventia Annual Report 2022 1
Ventia is a leading essential infrastructure services provider in Australia and
New Zealand, proudly providing the services that keeps infrastructure working
for our communities.
Ventia is an Australian Securities Exchange (ASX) 300 company, with a
secondary listing on New Zealand’s Exchange (NZX). We specialise in the long-
term operation, maintenance and management of critical public and private
assets and infrastructure.
WA
NT
SA
QLD
NSW
ACT
TAS
VIC
Perth
Darwin
Brisbane
Sydney
Melbourne
Adelaide
Canberra
Auckland
Wellington
Hobart
Defence and Social
Infrastructure
Infrastructure
Services
TelecommunicationsTransport
At a glance
2 Ventia Annual Report 2022
Ventia operates across a broad range of industry segments, including
defence, social infrastructure, water, electricity and gas, resources and
industrial, environmental services, telecommunications and transport.
Our strategy is to Redefine Service Excellence by being Client Focused,
Innovative and Sustainable.
35,000+
WORKFORCE
(employees and subcontractors)
400+
PROJECT SITES
40%+
OF OUR PEOPLE WORK IN
REGIONAL AND RURAL AREAS
Ventia Annual Report 2022 3
2022 HIGHLIGHTS
Financial performance
PRO FORMA FY22
TOTAL REVENUE
$5,167.5m
13.4% on FY21
4.6% on Prospectus
EBITDA
$419.8m
10.5% on FY21
2.7% on Prospectus
OPERATING CASH FLOW
CONVERSION
88.9%
4.0pp on FY21
2.5pp on Prospectus
NPATA
$179.6m
22.4% on FY21
4.5% on Prospectus
EBITDA MARGIN
8.1%
0.2pp on FY21
0.2pp on Prospectus
WORK IN HAND
3
$18.0b
7.1% on FY21
1. Earnings before interest, tax, depreciation and amortisation
2. Net profit after tax excluding the after tax impact of amortisation of acquired intangibles.
3.
As at 31 December 2022
STATUTORY FY22
Ventia reported statutory EBITDA
1
of $414.3m and statutory profit after tax of $191.2m.
This performance resulted in the Board declaring a final dividend of 8.28 cents per share, franked at 80%,
representing a payout ratio of 75% of pro forma NPATA
2
4 Ventia Annual Report 2022
Ventia Annual Report 2022 5
$2.1b work in hand
from new contracts
secured in 2022
$18.0b work in hand
as at 31 December 2022
85%+ renewal rate13 account plans
launched for our largest clients
client focusedclient focused
35,000+ workforce
(employees and subcontractors)
3.71 TRIFR
1
14% improvement
on FY21
0.29 SIFR
2
36% improvement
on FY21
SAFETY AND PEOPLESAFETY AND PEOPLE
WINNER
BEST CONTINUOUS
IMPROVEMENT OF A
WHS
3
MANAGEMENT SYSTEM
2022 National Safety Awards
WINNER
DISABILITY EMPLOYMENT
AWARD
Australian HR Institute Awards
2022 performance highlights
1. Total Recordable Injury Frequency Rate
2. Serious Injury Frequency Rate
3.
Work, Health and Safety
6 Ventia Annual Report 2022
2022 HIGHLIGHTS
SUSTAINABILITYSUSTAINABILITY
innovativeinnovative
4m+ work orders
managed annually
40,000 IoT devices
connected
5m+ assets
under management in
single enterprise system
60+ drone pilots
with 2,000+ hours of
flight experience
10.6% reduction
in emissions
4
29.7% female
participation
104.8% increase in
EV and hybrid vehicle fleet
92.6% of permanent
employees completed
Code of Conduct training
FINALIST
NEXT GEN INNOVATOR
Best Run SAP Awards
THIRD
MOST ATTRACTIVE EMPLOYER
IN NEW ZEALAND
Randstad Annual Employment Survey
4. Scope 1 & Scope 2 emissions.
Ventia Annual Report 2022 7
Chairman’s message
On behalf of the Ventia Board, thank you for your continued
commitment to Ventia as we strive, every day, to bring to
life our noble purpose, of making infrastructure work for
our communities.
Looking back on the first full year as a listed company, we
are
proud of our achievements and excited about the future.
When we listed on the ASX & NZX in November 2021, we
released a set of prospectus forecasts. I am very pleased that
we have delivered on these expectations, in what has been
a complex and at times uncertain operating environment.
In FY22, Ventia delivered pro forma EBITDA of $419.8
million,
exceeding our prospectus forecast. As a result, Directors have
declared a final dividend of 8.28 cents per share, bringing the
full year dividend to 15.75 cents per share. The final dividend is
franked to 80%, and represents a payout ratio of 75% of NPATA.
This result is a credit to the Ventia team. Our workforce of over
35,000 people, challenge themselves every day to redefine
what it means to deliver service excellence for our clients while
living our brand promise of Health & Safety above all else.
During 2022, our Group CEO, Dean Banks, was appointed to
the board as Managing Director and Group CEO, a natural
progression given Dean’s strong leadership and performance
since joining Ventia in 2021.
Your Board believes we have a highly experienced executive
leadership team, with the skills, values, and energy to meet
our clients’ and community’s needs. We also believe this team
are committed to delivering profitable growth consistent with
community standards and most importantly are dedicated to
managing risk.
Sustainability
Sustainability is multifaceted.
In addition to our commitments to Health & Safety above all
else, Science Based Targets, Hesta 40:40, diversity and inclusion
and indigenous participation and reconciliation, sustainability is
also about a robust business model and a transparent culture.
During 2022 our leadership team continued the investment
necessary to further improve our culture, risk management and
governance. These actions and investments were made while
our people worked diligently with our clients to help them
achieve their environmental and social ambitions and targets.
In short, Ventia is a key partner in championing sustainability,
in all its forms.
Through competent, experienced management we believe we
are building a business that can help create a positive legacy
for future generations while also generating shareholder value.
Skills retention, development and attraction
Ventia has a long and successful history of retaining and
developing talented, innovative and passionate people who are
energised by delivering essential services for our communities.
Like many businesses, we operate in an environment where
the demand for people and skills is growing and there is often
a shortage of locally available talent. Our flexible operating
model gives us the confidence to embrace this challenge and
retention is key. We prioritise three levers to enhance retention:
clear career paths, skills based training and transparent internal
job opportunities within and across our organisation.
We recognise that for Ventia to be seen as a great place to
work we need to demonstrate a compelling Employee Value
Proposition, one that challenges and excites our people, is
values based and rewards performance. Accordingly, we will
continue to prioritise Safety & Health, to bid for and work on
nationally significant projects and iconic public infrastructure
that are within our risk tolerance, and be guided by a shared
purpose and a strong set of values.
Digitisation and data
Ventia’s business is underpinned by a single suite of robust
and reliable systems and technology, the cornerstone of
which is SAP.
Our operating model leverages this platform and integrates one
set of standard processes, delegations and user access regime.
We have one set of performance measures to manage the
entire business. These features of our model, beyond the core
technology, enables integration with our clients, transparency
for all parties and verifiable protections for data.
We will continue to invest in digitisation and data as a
differentiator.
In closing, I extend my sincere thanks to the Ventia Board,
the Ventia management team and our employees and
contractors who work daily to build our business, a business
our shareholders and clients can trust to deliver in a
sustainable
way.
David Moffatt
Chairman
8 Ventia Annual Report 2022
Ventia Annual Report 2022 9
I am honoured and privileged to lead Ventia. I am pleased with
the progress we are making and the platform this provides for
success in 2023 and beyond. As I reflect on the business, it is
our people who continue to set Ventia apart from our peers,
constantly raising the bar.
Our strategy to Redefine Service Excellence is now
well embedded in the business. Our strategy pillars of
Client
Focused, Innovative and Sustainable drive how we will
continue to deliver essential infrastructure services to our
communities.
Safety
Our unwavering priority and promise to all our stakeholders is
the safety, health and wellbeing of our workforce. Throughout
2022, I am pleased that our safety performance continued to
improve, demonstrated by our key safety metrics. TRIFR has
reduced by 14% and SIFR reduced by 36%.
Ventia continues to take an active approach to roll out
development programs. In the past year over 1,300 frontline
leaders were trained through our Safe for Life Initiative, and
we have had more than 26,000 safety, health and environment
course completions.
Performance highlights
I am a big believer in doing what we say we will do and I am
delighted that we have exceeded our Prospectus forecast
across revenue, EBITDA and NPATA, whilst delivering a solid
operating cash result. This is not a matter of luck – we have
overcome operating environment challenges with no material
impact due to our exceptional people and their passion for
service delivery. Ventia’s balanced and diversified portfolio
enables continued focus on delivering cash-backed profits and
reliable dividends to our shareholders.
Client Focused
Our work in hand at the end of 2022 was $18.0 billion, growing
7.1% year on year. Repeat clients are the ultimate performance
indicator. In 2022 our renewal rate lifted to over 85%, a great
illustration that our pursuit of service excellence is gaining
momentum.
Ventia has secured a number of new clients on exciting projects
– the Square Kilometre Array Observatory (SKAO) project in our
Telecommunications sector is a fantastic example of this. We
are collaborating with strategic partners at earlier stages in the
project process – such as the Western Harbour Tunnel. In this,
we are working alongside our client, Transport for NSW and
their stakeholders, to provide support during the design and
construction phases of their project. This aids the transition
to operations and maintenance, ensuring it is efficient and
streamlined.
Innovative
Many of the industries we support rely on data and analytics
to help them operate safely, more effectively and at lower
cost. Following the successful completion of our Core Systems
Transition during 2022, on time and on budget, we are making
further investments in innovative technologies through
our core platforms. This includes the development of new
dashboards to ensure transparent and consistent reporting, the
automation of our cybersecurity protocols and, for clients, the
introduction of digital twin solutions to bolster efficiency.
Sustainable
Sustainability is embedded in our vision, business strategy, risk
management and culture. It is also what clients, shareholders
and the community expect from us.
In 2022, we achieved a 10.6% reduction in emissions across our
business. We are working towards our Science Based Target
initiative (SBTi) submission in 2023 and continue to partner
with clients to proactively address the impacts of climate
change events.
We continue to meet the obligations of our Reconciliation
Action Plan, underpinning our commitment to Indigenous
participation and inclusion. We value a workforce that reflects
the diverse nature of the communities where we operate.
Pleasingly, during the year, we were recognised for our
commitment to diversity and inclusion with three significant
industry awards.
People
The heart and soul of Ventia are our people. We have a long
and successful history of retaining and developing talented,
innovative and passionate people who are energised by
delivering essential services for our communities. We
continuously adapt our employee value proposition and are
investing in initiatives to ensure we retain and attract the best
and brightest.
As we move into 2023, I am pleased to welcome both Debbie
Schroeder and Sawsan Howard into the Executive Leadership
Team. Thought leaders in their respective fields, they both
bring unique perspectives, adding capability and new energy
to the existing team.
Ventia is a business that is well positioned for future success.
We operate in diverse markets that are growing, supported
by industry tailwinds and increasing demand for essential
infrastructure services.
I extend my gratitude to David and the rest of the Board for
their unwavering support, their commitment to ensure we have
the right strategy and their relentless pursuit of governance
excellence.
Thank you to all the stakeholders who contributed to Ventia’s
success in 2022 and I look forward to continuing to set new
standards of service excellence with you
all in 2023.
Dean Banks
Managing Director and Group CEO
CEO’s message
10 Ventia Annual Report 2022
Ventia Annual Report 2022 11
Safety, health and wellbeing
Total Recordable Injury
Frequency Rate (TRIFR)
Serious Injury Frequency
Rate (SIFR)
14%
REDUCTION ON 2021
36%
REDUCTION ON 2021
1,300+
Safe for Life Frontline
Leadership Training
course participants
~180
Healthy Minds
Champions
Ventia’s TRIFR in the 12 months to
December 2022 was 3.71, a decrease
of 14% from 2021. Ventia’s SIFR in the
12 months to December 2022 was 0.29,
a decrease of 36% from 2021.
Initiatives driving improved safety
performance involved:
•
Increased focus on critical risks by
introducing new and engaging hazard
campaigns, exceeding our critical
assurance activity target by 135%,
and
reducing High Potential incidents
by 18%;
•
Investment in frontline capability,
including delivery of our Safe for Life
Frontline Leadership Training course;
•
Embedding our harmonised Safety,
Health, Environment and Quality
systems, aiding process simplification
and compliance; and
•
Partnering with the Office of the
Federal Safety Commissioner to
launch our ‘What’s up?’ industry
campaign, enhancing and supporting
awareness of scaffold safety.
Road safety
Across Australia and New Zealand,
driving is the number one cause of work-
related fatality. Ventia therefore has a
strong focus on road safety across a fleet
of 3,750+ light vehicles and 850+ heavy
vehicles, which
travelled more than
92 million kilometres in 2022.
In May 2022, Ventia promoted safe
driving with the launch of our All Roads
Lead to Home campaign. Visibility
via our technology partner, EROAD,
captured Ventia’s continued safe
driving performance improvements.
The
campaign positively influenced
driver behaviours, with an 81%
increase in safe driving Leader Learning
Conversations and an 8% decrease in
driving related events.
Ventia’s Healthy Minds and Healthy Bodies
programs are in place to help to our
employees and contractors enhance their
overall wellbeing.
Ventia’s number one promise is putting safety and health above all else. Ventia is
committed to ensuring the safety, health and wellbeing of our workforce,
subcontractors, and the community by proactively managing the risks associated
with
our operations. We strive to create a safe environment for all individuals involved
in our projects and take steps to reduce the potential for incidents.
20212022
TRIFR
3.71
4.32
SIFR
2021 2022
0.29
0.45
12 Ventia Annual Report 2022
Healthy Minds and Bodies
Ventia’s Healthy Minds and Healthy
Bodies programs continued to positively
influence employee and subcontractor
wellbeing by providing access to health
support and building capability across
the
organisation.
There are now approximately 180
Healthy
Minds Champions trained across
Australia and New Zealand, with more
than 100
new employees trained in 2022.
Our Champions help to raise awareness,
reduce stigma and support those with
mental health conditions in their local
workplace and across the organisation.
In addition to our Champions, since
the inception of the program over 470
leaders have completed the Healthy
Minds Leaders training. This fosters a
positive working environment where
peers feel comfortable to discuss their
mental health and empowered to seek
assistance.
In 2022, our Healthy Bodies Early
Intervention program was accessed
over 1,000 times, up 26% on 2021.
This provides access to expert health
support
to proactively manage and
improve physical wellbeing. Uptake
of
the program increased as a result of
focused awareness campaigns and
contributed to our decreased injury
frequency rates and an 18% reduction
in workers compensation claims
1
.
Leader involvement and support for
team members accessing the program
have also enhanced worker and
contractor experience.
Focus in 2023
In 2023, Ventia aims to continue
to strengthen our safety culture by
retaining focus on leadership behaviour
whilst fostering ownership of risk at all
levels, simplifying the way we work,
lifting governance, and investing in
building capability. We
will continue to
emphasise mental health, workplace
culture and environmental compliance.
WINNER
Young Health &
Safety Leader
(Bridie Vico)
2022 Australian Workplace
Health & Safety Awards
WINNER
Best Continuous
Improvement of a WHS
Management System
National Safety Awards of Excellence
1. Excluding any claims associated with COVID-19, which were a one-off impact
Ventia Annual Report 2022 13
People are at the heart
of our success
Ventia’s people are as diverse as the communities in which we operate. We focus
on providing opportunities for career development in a flexible, supportive and
inclusive work environment.
Our values of collaboration, integrity, challenge and innovation guide how we
behave and what is most important to us.
15,500+
employees
5,350+
new hires
29.7%
female
participation
11,000+
employees participated
in Have Your Say survey
14 Ventia Annual Report 2022
Ventia continues to focus on developing, retaining and
attracting talent. In 2022, Ventia’s turnover increased
4.8 percentage points to 25.8% and initiatives were put
in place to mitigate these impacts.
We are proud of the high level of participation of our 2022
‘Have Your Say’ company-wide engagement survey. High levels
of engagement in the survey enabled a deeper understanding
of the issues and values of our workforce. This allows for
targeted attraction, retention and engagement initiatives
throughout the year, with more scheduled for 2023.
•
A diverse and inclusive workforce: we made a formal
commitment to the HESTA 40:40 Vision for female participation;
achieved the Rainbow Tick for LGBTQI+ inclusivity in
New Zealand; worked with Job Access to create opportunities
for people with a disability; and partnered with organisations
including Soldier On Australia to support the employment
of
Veterans.
•
Internal mobility and career pathways: we launched
a new internal careers page and amplified our employees’
unique and diverse career journeys across social media
and other channels. Supporting this, we have focused on
clarifying career paths and offering skills-based learning journeys,
supported by a more transparent internal job market.
•
Celebrating and rewarding success: we introduced internal
awards that recognise our high-performing employees that role
model our values and strategy. We also introduced VenPerks,
an employee program providing significant savings on
everyday purchases, and continued to celebrate our people’s
contribution during our dedicated Ventia ‘Thank You Week’.
•
Building capability at all levels: 393 employees completed
programs focused on building leadership skills, and our internal
Registered Training Organisation issued 9,000 nationally
recognised short course competencies.
•
Tapping into emerging talent: our graduate program
continues to attract the brightest and best, and we have
increased the number of participants in our 2023 program.
Across trades, 148 people completed their apprenticeship/
traineeship and a further 142 commenced on-the-job training.
We remain committed to our partnership with CareerTrackers
providing opportunities for Indigenous students. Through our
partnership with CareerSeekers we continue to support asylum
seekers and refugees.
Ventia Annual Report 2022 15
Executive Leadership Team
DEAN BANKS
Managing Director and
Group CEO
Dean commenced as Ventia Group CEO
in January 2021 and was appointed
Managing Director in June 2022.
Dean has spent the last 15 years in C-suite
roles in FTSE 250 global businesses in the
construction, manufacturing and services
industries.
Dean has completed the INSEAD
Advanced Management Programme, and
the Integrated Management Development
Scheme from Warwick University. He is
also a Graduate of the Australian Institute
of Company Directors.
JODIE BLAKE
Group Executive
People, Safety & Culture
Jodie joined Ventia in January 2022
as Group Executive – People, Safety &
Culture.
With more than 20 years’ experience,
Jodie has held senior leadership
roles within the energy, utilities,
pharmaceuticals and manufacturing
sectors.
Jodie holds a Bachelor of Business –
Human Resource Management and
a Masters in Industrial and Employee
Relations from Monash University. She is
also a Graduate of the Australian Institute
of Company Directors.
TIM HARWOOD
Group Executive
Infrastructure Services
Tim was appointed Group Executive
– Infrastructure Services in 2022. Prior
to this he was Ventia’s Group Executive
– Telecommunications. Having worked
for CIMIC Group since 1998, Tim joined
Visionstream in 2015, upon the formation
of Ventia.
Tim has more than 30 years’ experience
in senior and executive management
positions in the mining, construction,
services and telecommunications sectors.
Tim holds a Bachelor of Applied Science
from University of Technology, Sydney
and a Master of Applied Science from The
University of New South Wales. He is also
a Graduate of the Australian Institute of
Company Directors.
Meet the team who Redefine Service Excellence to deliver
successful outcomes for our people, clients, shareholders
and communities each and every day.
BUSINESS OVERVIEW
16 Ventia Annual Report 2022
STUART HOOPER
Chief Financial Officer
Stuart joined Ventia in 2015 as Group
Executive – Strategy & Corporate
Development. In 2018, he was appointed
Chief Financial Officer.
Stuart has spent more than 20 years
working in assurance, corporate finance
and transaction advisory practices in
Australia and the United States.
Stuart holds a Bachelor of Commerce
from Monash University and is a member
of Chartered Accountants Australia and
New Zealand.
SAWSAN HOWARD
Group Executive
Strategy & Corporate Affairs
Sawsan commenced at Ventia as Group
Executive – Strategy & Corporate Affairs in
January 2023.
Sawsan is a highly experienced
executive leader with more than
20
ye
ars’ experience in senior leadership
roles across several sectors including
agriculture, energy, engineering &
construction and financial services.
Sawsan holds a Bachelor of Agricultural
Science and a Master of Environmental
Studies from The University of Melbourne.
She also holds a Master of Business
Administration and a Juris Doctor from
RMIT University – all awarded with
honours.
DAVID McPADDEN
Group Executive
Transport
David joined Ventia in 2020 as General
Manager – Road Transport Operations and
in 2022 was appointed Group Executive –
Transport.
With more than 20 years in the industry,
David has significant experience in
delivering a diverse range of major
transport infrastructure (road and
rail), renewable energy and complex
brownfield aviation projects.
David holds a Bachelor of Engineering –
Civil (Honours) from Swinburne University
of Technology.
Ventia Annual Report 2022 17
Executive Leadership Team
DEREK OSBORN
Group Executive
Defence and Social Infrastructure
Derek joined the Ventia Executive Team
in 2020 as Group Executive – Defence and
Social Infrastructure. Prior to this, Derek
held numerous different roles over an
18
year period at Broadspectrum.
With more than 25 years’ experience,
Derek has held senior and executive
leadership roles in the mining, defence
and property sectors, and worked
in consulting and public and listed
company roles.
Derek holds a Bachelor of Environmental
Design and a Masters in Building Science
from The University of Western Australia.
He is also a Graduate of the Australian
Institute of Company Directors.
MARK RALSTON
Group Executive
Telecommunications
Mark joined Ventia at its formation in
2015. He had held the Group Executive
– Strategy & Corporate Affairs role from
2020, prior to his appointment as Group
Executive – Telecommunications in 2022.
Mark is an experienced leader with over
20 years’ experience across Australia and
the United States in the engineering and
construction, transportation, healthcare
and technology sectors.
Mark holds a Bachelor of Applied Science
from The University of Sydney and is a
Graduate of the Australian Institute of
Company Directors.
DEBBIE SCHROEDER
Group General Counsel
Debbie joined Ventia in 2022 and was
promoted to Group General Counsel in
January 2023 where she leads Ventia’s
Legal, Audit, Risk & Compliance team.
She is joint Company Secretary of Ventia
and its subsidiaries.
Debbie has over 20 years’ experience in
corporations law, contracts, employment
law and dispute resolution, through senior
in-house legal and risk management roles.
Debbie holds a Bachelor of Laws
and a Bachelor of Education (Hons)
from The University of Sydney and a
Graduate Diploma of Applied Corporate
Governance from Chartered Secretaries
Australia. She is also a Graduate of the
Australian Institute of Company Directors.
Meet the team who Redefine Service Excellence to deliver
successful outcomes for our people, clients, shareholders
and communities each and every day.
18 Ventia Annual Report 2022
JONATHAN DOCKNEY
Group General Counsel
Jonathan joined Ventia in 2015 as Group
General Counsel and joint Company
Secretary of Ventia and its subsidiaries.
Jonathan has advised international
construction and service companies.
His specialities include work winning
strategies and risk identification,
management and mitigation.
In addition to Jonathan’s legal
qualifications, he holds a Bachelor of
Science (Hons) in Building and is a Fellow
of the Chartered Institute of Building.
As of January 2023, Jonathan has
stepped
down from his current role and
the executive leadership team, moving
into a strategic advisor role.
KAREN O’DRISCOLL
Group Executive
Digital Services
Karen commenced as Group Executive
– Digital Services in 2020 after holding a
number of roles at Broadspectrum.
Karen has led several programs, including
the design and deployment of a global
applications platform, cloud and security
transformation and the establishment of a
digital eco-system to drive innovation, as
well as delivering technology solutions for
key contracts.
Karen holds a Bachelor of Science (Hons)
in Information Systems Management
from Bournemouth University and is a
Graduate of the Australian Institute of
Company Directors.
Karen concluded her tenure at Ventia
in February 2023, following 17 years of
service across legacy organisations.
2022 LEADERSHIP TEAM
Ventia Annual Report 2022 19
20 Ventia Annual Report 2022
REDEFINING
SERVICE
EXCELLENCE
CLIENT FOCUSED
INNOVATIVE
SUSTAINABLE
Our strategy
Ventia Annual Report 2022 21
Measuring our success
Ventia is well positioned to achieve industry leading performance.
We benchmark our performance internally and externally.
We aspire to lead the market and outperform our peers.
CLIENT FOCUSEDINNOVATIVESUSTAINABLE
Implement a client
segmentation
model and
account plans
for
key clients
Famous for
solving client
problems
Pathway to net-
zero emissions
defined with
visible progress
demonstrated
Repeat
contracts and
clients
Enterprise
technology
platform in place
to standardise and
simplify operations
Continuous
improvement
in diversity
Continuous
improvement in
our
bid success rate
Better informed
decision making
Exceed industry
and society’s
expectations of
our corporate
behaviours
Client Focused
REDEFINING SERVICE EXCELLENCE
As a reliable and trustworthy partner, Ventia’s ability to make infrastructure work
for our communities has seen increased work winning success in 2022.
Our client focus is supported by our client segmentation and strategic account
management approach. This provides the opportunity to develop broader and
deeper client relationships, and supports our ability to renew and win work.
13
account plans launched
for our largest clients
$2.1b
work in hand from new contracts
secured in 2022
$18.0b
total work in hand for FY22
85%+
renewal rate
22 Ventia Annual Report 2022
CASE STUDY:
A PARTNER IN
AUCKLAND’S FACILITIES
MANAGEMENT
TRANSFORMATION
Ventia maintains nearly 87,000 Auckland City Council assets. We are
a trusted partner in the Council’s transformational approach to
facilities management, supporting their goal to improve services
and reduce ratepayer costs.
One of our responsibilities is waste management. We are
responsible for the regular emptying of over 5,000 public bins.
Through data collection and analytics, we have drawn valuable
insights into the efficiency of the emptying process. Ventia has
introduced
bin sensors that use radar and infrared to assess bin
fullness. This ensures that only full bins are emptied, reducing
the time it takes to complete a route and improving cost and
labour efficiencies.
Piloted on a 135-bin route on the Whangaparaoa Peninsula,
the addition of these sensors reduced the completion time by
40%, from 7.5 hours to 4 hours. Following the success of the
pilot program, Ventia is planning to roll out the sensors more
broadly across the regions in which we operate. The program
allows Ventia
to reduce our fleet by up to eight vehicles and will
see carbon emission reductions of up to 51 metric tonnes in
CO
2
emissions per year.
Auckland Council Operations appreciates
the collaborative approach Ventia has taken
in our Full Facilities contracts to improve
sustainability initiatives by trialling a bin
sensor program to create fuel efficiencies
and improve GHG emission reductions
Julie Pickering, Head of Area Operations
(Area 2), Auckland Council
Ventia Annual Report 2022 23
Innovative
Ventia’s scale and diversity of skills and services support our ability to develop
systems and solutions by working closely with our clients and partners. We solve
problems and create opportunities – either through evolution or revolution.
4m+
work orders
managed annually
5m+
assets under
management in
single enterprise
system
40,000
IoT devices
connected
60+
drone pilots with
2,000+ hours of
flight experience
FINALIST
Next Gen Innovator
Best Run SAP Awards
WINNER
Innovator of the Year
Australian Defence Industry
Awards
WINNER
ABA100 Business
Innovation Award
Australian Business Awards
CORE SYSTEMS TRANSITION COMPLETED
On time and on budget
Decommissioned
22 legacy systems
30% reduction in
IT costs
All projects now operate on
single enterprise platform
24 Ventia Annual Report 2022
REDEFINING SERVICE EXCELLENCE
CASE STUDY:
METABASE
Through our core systems platform,
Ventia collects data points across
millions of work orders and assets.
We are well positioned to manage
challenges like the reduction of
operational expenditure and delivery
of sustainable services set by our
client, and to pursue opportunities to
adopt new technologies and practices.
Our Defence asset management team
have harnessed an interactive digital
twin solution, known as ‘Metabase’,
currently being piloted at selected
Defence bases across Australia.
Partnering with Asseti, we have
digitised over 370 buildings with a
footprint of ~139,000 square metres.
Utilising historical data, IoT data,
drone footage and over 12,500 images
collated from Ventia operations, as
well as real-world data, the team
can model and forecast future asset
conditions.
Through real-time, visual information,
Ventia is able to proactively support
asset planning and management.
This materially reduces downtime for
critical equipment, ensures data-
driven decision making, and promotes
transparency and collaboration.
Ventia’s drive towards intelligent
asset monitoring for our client is
delivering exciting improvements
and enhancements for the contract
delivery team and we are in the
process of rolling out the solution
across all major bases.
Ventia Annual Report 2022 25
Sustainable
Ventia’s approach to sustainability focuses on the positive impact we have for
people and the planet – from both the way we work, and the services we provide
to our clients. We are proud to support the delivery of sustainability targets,
whether this be through energy transition, environmental and rehabilitation
services, environmental management or other priorities.
10.6%
reduction in emissions
1
104.8%
increase in EV and hybrid
vehicle fleet
29.7%
female participation
92.6%
of permanent employees completed
Code of Conduct training
1. Scope 1 & Scope 2 emissions.
26 Ventia Annual Report 2022
REDEFINING SERVICE EXCELLENCE
CASE STUDY:
INNER URBAN COMMUNITY
BATTERY
Ventia led the design and construction
of one of Australia’s first community
batteries, providing residents of
Melbourne’s Fitzroy North with access
to locally-produced solar power. The
project was a collaborative partnership
with Yarra Energy Foundation,
supported by government and private
sector contributors.
The battery stores electricity generated
by neighbourhood solar panels,
reducing residents’ reliance and
expenditure on grid power and easing
peak-hour stress on the electricity grid.
Ventia’s innovative approach to
sustainable power solutions highlights
our commitment to supporting a
cleaner future and is a testament to our
ability to bring diverse groups together
to deliver ground-breaking results.
Photo by Matt Krumins, courtesy of City of Yarra
In addition to bringing their
design and construction
expertise to the installation
of
the battery, the Ventia
team
worked with us to ensure
that community needs were
understood and incorporated
both during installation and
in
the delivery, providing
shared
solar energy storage
for the residents.
Dean Kline, CEO, Yarra Energy
Foundation
Ventia Annual Report 2022 27
KEY PROJECT WINS
NameAccount Type
Integrated Facilities ManagementAustin HealthContract Renewal
Asset Maintenance ServicesNSW Land and Housing CorporationContract Extension
Whole of Australian Government Property and
Facilities Management
Commonwealth GovernmentContract Extension
Court Security and Custodial ServicesWA Department of Corrective ServicesContract Extension
Defence and Social Infrastructure provides maintenance and support services to
clients operating across defence, social infrastructure (education, health and state
government), housing and community ( justice and social housing), local government
and critical infrastructure. Ventia also provides property and consulting services to
public and private clients.
Defence and Social Infrastructure
SECTOR HIGHLIGHTS
650+
properties managed
for 39 Commonwealth
Government agencies
4,600+
government locations
maintained across
South Australia
#1
social housing
maintenance
provider
in NSW
#6
contractor to the
Australian Defence
Force
28 Ventia Annual Report 2022
Ventia readily responded
to our requirements,
providing the best value
and most innovative
service offering in
the recent market
procurement.
Ray Van Kuyk, Chief Services &
Information Officer, Austin Health
CASE STUDY:
LED REPLACEMENT FOR DEFENCE BASES
Ventia supports the Australian Defence Force (ADF) in their ambitions to
reduce energy consumption and achieve net zero.
As one of the largest landholders in Australia, the ADF’s estates comprise
approximately 700 owned and leased properties across approximately
2.5 million hectares of land. Ventia is installing 87,000 LED lights and fittings
across 37 bases to improve quality and smart control of lighting and reduce
reactive maintenance costs. The program will deliver predicted annual
carbon emissions reductions of over 24,000 tons in the first phase, and an
additional 29,000 tons in its second phase.
Ventia was awarded the Asset Management Sustainability Award at the
2022
AMPEAK Conference in recognition of the achievements of the
project to date.
WINNER
Defence Innovator of the Year
Australian Defence Industry Awards 2022
WINNER
Asset Management
Sustainability Award
Australian Asset Management Council
Ventia Annual Report 2022 29
Infrastructure Services supports the operation and maintenance of utilities
(water, electricity and gas), resources and industrial assets (mining, oil and gas,
manufacturing) and resources development (minerals, oil and gas). Infrastructure
Services also provides complex and large-scale environmental remediation and
rehabilitation services, and leverages technologies aimed at enhancing client
productivity and sustainability.
Infrastructure Services
16,000+
oil and gas wells serviced since 2010
24.5m
tonnes of LNG production
maintained per year
~10m
residents supported through
water utilities maintenance
#1
complex environmental services
remediation provider in Australia
FINALIST
Best Remedial Project
(Greater than $1 million)
2022 Australian Land and Groundwater
Association Industry Excellence Awards
WINNER
Distribution Trainee of the Year
and Transmission Trainee of
the Year
Connexis Excellence Awards
30 Ventia Annual Report 2022
SECTOR HIGHLIGHTS
CASE STUDY:
TRANSPOWER CONTRACT RENEWAL PROVES
VENTIA’S TRUSTED PARTNER STATUS
The strength of Ventia’s 25-year
partnership with Transpower
New Zealand is exemplified by the
recent renewal of our Transmission
Grid Services contract for an
additional five years, with further
extension options.
Across more than 12,600 transmission
towers and 58 substations, Ventia
will provide operation, maintenance
and specialist electrical and
telecommunications services to
New Zealand’s national electricity
grid. We
are also a member of the
Transpower Contestable Works Panel,
allowing us to bid on minor capital
works projects across New Zealand.
We are well positioned to provide
Transpower and its communities with
innovative and sustainable solutions
as a critical, long-term partner in
the operator’s strategy to create a
renewable, electrified, low-carbon
economy.
KEY PROJECT WINS
NameAccount Type
Asset Lifecycle Delivery ServicesCity of Gold CoastNew Contract
Grid Maintenance Project ServicesTranspowerContract Renewal
Civil, Mechanical and Electrical ServicesYarra Valley WaterContract Extension
Site Engineering Construction ServicesBHP Western Australia Iron OreContract Renewal
Ventia have worked
with us to develop
innovative solutions and
technologies to support
working safely and
sustainably in challenging
conditions.
Mark Ryall, General Manager
Grid Delivery, Transpower
New Zealand
Victorian Electricity
In 2022, Ventia acquired the assets of ATC Energy, an electrical
transmission and distribution services provider headquartered in
Victoria. With 55+ highly skilled lineworkers, the team is supporting
Victorian distribution utilities.
Ventia Annual Report 2022 31
Telecommunications provides end-to-end service capabilities that span design,
supply, construction, installation, commissioning and maintenance of
telecommunications networks and infrastructure.
Telecommunications
~6m
premises connected to fibre
networks
40,000+
telco facilities under management
~50,000km
of optic fibre designed, installed
and commissioned
1.5m
telco and ICT assets managed
across Australia and New Zealand
FINALIST
Customer Service Project of the Year
Customer Service Institute of Australia Awards
WINNER
Safe Work Culture Award
nbn Supplier Summit and Awards
FINALIST
Diversity and Inclusion Award
ACCOMMS Awards
#1
telecommunications infrastructure
services provider in Australia and
New Zealand
32 Ventia Annual Report 2022
SECTOR HIGHLIGHTS
CASE STUDY
THE SKA OBSERVATORY (SKAO)
The award of the SKAO contract enters Ventia into a new,
exciting market and is recognition of our superior technical
expertise and collaborative excellence. Leveraging Ventia’s
telecommunications capabilities, we will contribute to
the international effort to build one of the world’s largest
telescopes, tasked with observing both the nearby and
distant
universe.
Working with, and creating opportunities for, the Wajarri
people and locals in the mid-west region of Western Australia,
Ventia will deliver the project scope which includes the
provision of power and fibre networks and the design and
commission of both a central processing facility and remote
processing facilities at the rural site.
Ventia submitted an innovative
proposal, offering superior
technical capability and best
value for money for the project.
The Ventia team were personable,
professional and demonstrated
proactive collaborative behaviours
and ideas sharing that aligned
with SKAO’s objectives and
project vision.
Philip Diamond, Director-General,
SKA Observatory
KEY PROJECT WINS
NameAccount Type
Major Intercapital Network BuildTelstra InfraCoNew Contract
Square Kilometre Array (SKA) projectSKAONew Contract
Enhanced Defence High Frequency
Communication System
Babcock AustralasiaNew Contract
Composite images of the SKA-Low telescope in Western Australia. Credit: ICRAR, SKAO.
Ventia Annual Report 2022 33
Transport provides maintenance, project delivery and technology solutions to
owners and operators of road, motorway, tunnel and rail networks.
Transport
Ventia’s proposed solution,
capability and demonstrated
commitment to safety,
sustainability and social
impact were assessed as
delivering the best value
to the community through
this innovative new model.
Peter Murphy, Transactions and
Structuring Lead, Transport for NSW
55,000+
traffic lights, electronic signs and
other devices managed
9,500km+
of road assets maintained
20+ year
average operations and maintenance
contract length (including options)
#1
private motorway and tunnel
maintenance operator in Australia
KEY PROJECT WINS
NameAccount Type
Western Harbour Tunnel and Sydney Harbour
Tunnel Operations and Maintenance
Transport for NSWNew Contract
Western Road Corridor MaintenanceAuckland TransportContract Renewal
Lane Cove Tunnel and M2 MotorwayTransurbanContract Extension
34 Ventia Annual Report 2022
SECTOR HIGHLIGHTS
CASE STUDY:
COORDINATION IN A CRISIS
Ventia’s nine-year Sydney Road Asset
Performance contract with Transport
for NSW provides road maintenance
and asset management services
to seven local government areas
in Western Sydney and Intelligent
Transport Systems maintenance
throughout regional NSW.
Road networks and bridges are key to
keeping our communities connected
and, when it comes to managing
extreme weather, our team has its
flood response down to a fine art.
During the flooding in February,
March
and July 2022, the Network
Delivery Hub team worked around
the clock, monitoring flood levels and
liaising with stakeholders to keep road
users and motorists safe.
Our incident response teams on
this contract typically respond to
70
incidents and repair 500 potholes
per month. From March to June 2022,
the team dealt with over 730 incidents
and, in July, repaired more than 1,500
potholes, more than triple their usual
reactive maintenance volumes.
With an experienced workforce on
site and ready to go, the team was
able to efficiently coordinate repair
and recovery operations in a safe
manner. The Ventia team was able
to successfully respond to increased
volumes with their existing teams and
partnered with the client to reduce
wasted resources, time and, most
importantly, keep motorists safe.
WINNER
ABA100 Business Innovation Award
Australian Business Awards
OPERATIONS RATING
‘Excellent’
Western Roads Upgrade Infrastructure
Sustainability
Certification
Infrastructure Sustainability Council
Ventia Annual Report 2022 35
HIGHLIGHT
Market overview
Forecast growth in Ventia's addressable market provides substantial opportunity.
The total value of the industry
segments in which Ventia operates in
Australia and New Zealand is estimated
by BIS Oxford Economics to grow at a
6.6% compound annual growth rate
(CAGR), rising from $68.0 billion in FY22
to $87.8 billion in FY26.
Ventia’s significant capabilities and
experience span the asset lifecycle
with services covering operations and
maintenance, facilities management,
minor capital works and environmental
services. Whilst Ventia does not deliver
major capital construction services,
construction activity supports growth in
the asset base requiring maintenance
services.
After a reduction in market size
from FY19 to FY21, due to declining
telecommunications spending, FY22
marked a turning point. The market is
estimated to have grown by 8% in FY22,
as telecommunications investment
started to recover, and is forecast
to grow at a similar rate in FY23 to
$73.5
billion. The strength of market
growth in FY22 and FY23 is influenced
in part by above average inflation levels
being experienced across Australia and
New Zealand.
From FY22 to FY26, growth is expected
across each of Ventia's Sectors. This
will be supported by increasing
investment in electricity transmission
and distribution and renewable
generation infrastructure, further
Telecommunications investment and
growing social infrastructure spending.
64.0
64.5
63.0
68.0
73.5
77.5
82.4
87.8
FY19FY20FY21FY22FY23FY24FY25FY26
12.5
6.3
25.0
20.1
9.2
7.4
27.8
23.6
11.8
8.2
37.8
29.9
FY2022F-2026F CAGR:
6.6%
Outsourced Maintenance Services addressable market size - Australia and New Zealand (AU$b)
1, 2
Demand drivers for Maintenance Services
1
Size and growth of asset
base
Outsourcing
rates
Population
growth
Energy
transition
Telecommunications
Transport
Infrastructure Services
Defence & Social Infrastructure
1. BIS Oxford Economics (2022). Refers to the financial years ended/ending 30 June.
2. Numbers presented in current prices (nominal value)
36 Ventia Annual Report 2022
Ventia Annual Report 2022 37
You will find the Ventia teams working behind the scenes delivering services to make
essential infrastructure work for our communities. We keep people safe, housed and
healthy, businesses running and communities connected.
24 hours a day, 7 days a week,
365 days a year
06:00
CHECK YOUR
PHONE
Our
telecommunications
team across Australia
and New Zealand
partner with
telecommunications
companies to bring
ultra-fast 5G to your
mobile phone
06:30
SHOWER AND GET
READY FOR WORK
To keep the water
running, our team
across Australia and
New Zealand operates
and maintains the
water network
07:00
BREAKFAST TIME
The toaster is on,
powered by electricity
from a network
maintained by our
transmission and
distribution team
07:15
START THE DAY BY
CALLING MUM
According to mum it
is a beautiful day in
Auckland, remarking
that the Viaduct looks
perfect – an area
where our Auckland
Council team provides
facilities management
1234
38 Ventia Annual Report 2022
HIGHLIGHT
07:30
DRIVE TO WORK
You notice that the
drive to work is
smoother following
a bout of recent
potholes which
have now been
fixed by our
road
maintenance
team
12:30
LUNCH BY
THE JETTY
You have lunch
with a view of a
historical jetty being
rehabilitated by the
Ventia team
15:00
PICK UP THE KIDS
FROM SCHOOL
You exchange a wave
with one of Ventia’s
cleaners who works at
your son’s school
17:00
A STORM IS ON
ITS WAY
Our Ventia Operations
Centre (VOC)
mobilises as they
prepare to handle
around the clock
maintenance requests
from clients and
community members
impacted by the
extreme weather
19:00
WATCH THE FOOTY
AT THE NEW
STADIUM
State-of-the-
art technology
installed by our
telecommunications
team ensures you
are connected and
contactable at the
game
56789
Ventia Annual Report 2022 39
Sustainability
Ventia’s sustainability strategy and targets
At Ventia, we are committed to creating a lasting and positive legacy for people and
the planet. This is engrained in our purpose of making infrastructure work for our
communities and our approach to sustainability. Our strategy encompasses the
social impact we have with our people and communities, how we manage our
environmental footprint and the way we conduct our business.
In 2022, we made progress with clear actions towards our targets and further
detail will be provided in Ventia’s Sustainability Report, which will be released
in March 2023.
40 Ventia Annual Report 2022
HIGHLIGHT
In 2022, we made progress with clear actions towards our targets.
environmentenvironment
Creating a
healthier planet
OBJECTIVES
Achieve net-zero emissions
and reduce our clients’
emissions
Managing climate risk and
resilience for us and our
clients
Leading in environmental
protection and
enhancement solutions
TARGETS
Committed to the Science
Based Target initiative (SBTi)
to set emissions reduction
and net-zero targets
100% renewal energy by 2030
(internal electricity usage)
100% EV and hybrid by 2030
socialsocial
People and
community focused
OBJECTIVES
Our people are safe and
healthy and are as diverse
as our communities
We engage and respect
the communities
we work in
We create value through
our local and diverse
supply chain
TARGETS
HESTA 40:40 Vision
commitment
40% female participation
1.
on the E
xecutive Leadership
Team (ELT)
2.
of Women In Senior
Management (WISM)
3.
across all employees
Retain Reconciliation
Australia’s Elevate RAP status
governancegovernance
Ethical and accountable
in everything we do
OBJECTIVES
Sustainability is
embedded in our decision
making
Trusted for our
sustainable business
practices
Advancing
sustainable and ethical
procurement
TARGETS
Compliance with the
ASX Corporate
Governance principles and
recommendations
Suppliers with annual
spend > $1m comply with
the Ventia Business
Partners Standard
Ventia Annual Report 2022 41
SUSTAINABILITY
Environment
Pathway to net-zero emissions defined with visible progress demonstrated
PROGRESS ON OUR TARGETS
100% renewable energy
by 2030 (internal electricity
usage)
437.96 MWh
renewable energy use
Committed to the Science-Based
Target initiative (SBTi) to set emission
reduction and net-zero targets
20222021
2
67,326
60,175
10.6%
reduction
1
100% electric vehicle (EV)
and hybrid fleet by 2030
0
22
44
66
88
110
132
154
176
198
220
20222021
104
213
104.8%
increase
3
Emissions reduction
In 2022, our total Scope 1 and Scope 2
emissions were 60,175t CO2-e, a
reduction of 10.6% since 2021. This was
achieved primarily through energy
reduction initiatives in plant and vehicles
and improved emissions factors from
grid-sourced electricity. Emissions
intensity in 2022 reduced by 21.2% from
14.8t/$m
4
to 11.6t/$m.
In 2022, we divested our interest in
the MTC Broadspectrum JV in NSW,
a material contributor to our Scope 2
emissions. Our emissions profile
excluding the joint venture is 55,814t
CO2-e for 2022, an 8.7% emissions
reduction from 2021.
Setting our Science-Based Targets
(SBTs) remains a priority to achieve
validated near term and net-zero targets
in 2023. We
are undertaking a review
of our Scope 3 emissions, building our
framework and reviewing our processes
for measuring all applicable categories.
We expect to submit out SBTs to the SBTi
initiative by Q3 2023.
1. Scope 1 & Scope 2 emissions.
2. 2021 emissions figures have been adjusted from the previously reported figure of 67,389t CO2-e due to addition of new data sources, replacement of estimates,
removal of data outside Ventia’s operational control, and to correct some errors in emission factor calculations.
3.
The number of hybrids and EVs in 2021 has been restated from 73 to 104.
4. Emissions intensity is total Scope 1 and Scope 2 emissions measured in tonnes, divided by total revenue in $ millions.
42 Ventia Annual Report 2022
Our Sustainability Report will explore our
progress and identify risk and opportunity
themes in more detail, with reference to
the recommendations of the Task Force
on Climate-related Financial Disclosures
(TCFD).
Vehicles and fuels
Our continuing efforts to drive efficiency
and decarbonise our plant and equipment
have been a catalyst for our reduction in
emissions in 2022. We have added one
EV, 108 hybrids and our first hydrogen
car to our light vehicle fleet. We have
also introduced a hybrid excavator in our
New Zealand operations and will add an
electric truck-mounted attenuator to our
fleet in early 2023.
Renewable energy
To achieve our target of 100% renewable
electricity by 2030, we are reducing and
avoiding energy use, installing behind-
the-meter solar where feasible, and
strategically procuring renewable energy.
Our Sydney Road Asset Performance
contract, by example, has installed
256
solar p
anels on the depot roof,
producing 133.5MWh in 2022 and an
additional 22% of the contract’s regional
depots sourced electricity via GreenPower.
In 2022, 98% of the energy supplied to
our Parramatta and North Sydney head
offices was also renewable and supplied
by GreenPower.
Environmental awareness
In 2022, we focused on raising further
awareness of environmental compliance
requirements with the launch of our
Healthy Planet program which includes
new online environmental awareness
training and resources for our people.
We
also engaged an independent review
of our environmental management
system to inform planned enhancements
to our system.
WINNER
New Zealand Environmental Award
2022 Civil Contractors New Zealand Northland Construction Awards
Ventia Annual Report 2022 43
Social
Continuous improvement in diversity and inclusion
HESTA 40:40 Vision commitment
22.2%
female representation on
Executive Leadership Team
PROGRESS ON
OUR TARGETS
40% female participation
20.3%
Women in
Senior Management (WISM)
1
Spend with Indigenous businesses
2
($’m)
27.9%
increase
20222021
83.9
107.3
Gender equality
In 2022, Ventia formally signed up to
the HESTA 40:40 Vision, an investor
and business-led initiative to achieve
gender balance in executive leadership
by 2030. 40:40 stands for 40% women,
40% men and 20% any gender.
At the close of 2022, 22.2% of our
Executive Leadership Team, up 4.1pp
from 2021, and 42.9% of our Board
Directors were female.
During 2022, we have seen WISM at
Ventia increase by 2.2 percentage points
from 2021 to
20.3%
1
. Across the entire
workforce, female participation declined
by 1.2 percentage points to 29.7%.
In 2022, we evolved our Female
Participation Strategy, which sets
out initiatives to attract, develop and
retain more females across all levels of
our organisation.
Pay equity review
Gender pay equity is reviewed
annually for our salaried workforce
through external benchmarking to
ensure Ventia’s fixed remuneration
is competitive and all employees in
similar, or the same, roles are paid
equitably. The pay equity review in
July 2022 highlighted that males
and females are paid consistently
with a small differential of 2%, which
is being
addressed in the annual
remuneration review.
Diversity and inclusion
(Indigenous Australia)
Our Reconciliation Action Plan (RAP)
reflects our public commitment to the
reconciliation process and respectful
engagement with Australia’s Indigenous
people. Our team continued to bring
their passion to delivering on our
commitments, whilst working on our
fifth RAP application.
1. Restated to align to the Ventia job level framework,
rather than aligning to the reporting levels in
relation to the Group CEO, to better reflect roles
with
strategic leadership.
2. Procurement spend with Australian Indigenous
partners.
29.7%
female participation across all
employees
44 Ventia Annual Report 2022
SUSTAINABILITY
We hired 373 Indigenous people across
Ventia in 2022 and 4.8%
1
of Ventia’s
Australian employees identify as
Aboriginal and Torres Strait Islander
descent.
Ventia’s strong focus on sourcing
from Indigenous suppliers continued
with increased spend in 2022
of $107.3
million, compared to
$83.9 million in 2021. Spend with
165 Indigenous suppliers represented
3.1% of total Australian procurement
spend.
Diversity and inclusion (Aotearoa)
In 2022, our Te Ara o Rehua working
party established priority focus areas
to support Māori participation and
build cultural capability across our
New
Zealand business.
A New Zealand employee diversity
survey identified that 20%+ of
respondents identify as Māori.
In response to this, we piloted a new
cultural awareness program, which will
be rolled out more broadly in 2023.
Through building our local relationships,
including with Amotai, we have
increased our visibility and network of
Māori and Pasifika-owned businesses in
Aotearoa, spending $3.7 million in 2022.
Engaging with our communities
Our community engagement approach
ensures we build relationships with
stakeholders in the communities in
which we work and seeks ways to
create economic opportunities for
underrepresented groups through
local and social procurement. In 2022,
we spent $11.3 million with social
enterprises
WINNER
Social Procurement Game Changer Award
NT/QLD, Social Traders
1. Based on a Ventia employee survey. As a percentage of our Australian workforce.
Ventia Annual Report 2022 45
Governance
Exceed industry and society’s expectations of our corporate behaviour
Compliance with the ASX
Corporate Governance Council’s
principles and recommendations
57%
Independent Directors
Suppliers with annual spend
> $1 million comply with the
Ventia Business Partners Standard
90%+
suppliers > $1m spend responded
to due diligence survey
PROGRESS ON OUR
TARGETS
FINALIST
Australian In-House Team of the Year
Australasian Law Awards
Board sustainability governance
Ventia’s Board Safety and Sustainability
Committee met four times in 2022.
In addition to reviewing and approving
the annual Sustainability Report the
Committee discussed:
•
Quarterly management reports
related to Health, Safety, Environment
and Sustainability; and
•
Deep-dives into topical environmental,
social and governance topics.
The Safety and Sustainability Committee
Charter was reviewed in December 2022,
with enhancements made to ensure it
remains fit for purpose for Ventia and
delivers best practice.
46 Ventia Annual Report 2022
SUSTAINABILITY
Assurance
In support of our objective to be trusted
for our sustainable business practices,
we have appointed PwC to conduct
limited assurance of key environmental
and social metrics for 2022 for our
Sustainability Report.
Code of Conduct
The Ventia Code of Conduct (The Code)
sets out clear and consistent standards
of behaviour expected from our people,
suppliers and subcontractors. The Code
is part of our induction process and a
mandatory annual training requirement,
with 93% of permanent employees
completing this training in 2022.
Adherence to the Ventia Business
Partners Standard is a requirement
of our standard procurement terms.
We have set ourselves the target of
confirming significant suppliers, being
those with whom we spend >$1million,
are compliant.
Modern slavery
Ventia lodged our second Modern
Slavery Statement in June 2022,
including case studies on addressing
the treatment of vulnerable workers,
managing visa compliance in our
cleaning business, and a training
pilot for motorway first responders.
A
deep-dive into our modern slavery
risk management was conducted in
2022 and we are continuing our focus
on improving visibility of risk throughout
our supply chains.
Cybersecurity
To ensure we stay ahead of the global
escalation in cyber threats, Ventia
reviewed and updated our cybersecurity
strategy and crisis response plan in
2022. The Information Management
Framework sets out the guidelines and
standards for our business to operate
securely and has been independently
audited.
We continue to review our security
controls, invest in innovative
technologies, including the use of
artificial intelligence and managed
security services, and improve our
incident detection and response
capabilities.
Our Ventia workforce is educated
through ongoing cybersecurity training,
which includes annual mandatory
training from award-winning training
companies.
Ventia Annual Report 2022 47
Operating and Financial Review
CONTENTS
1. Operating Model and Business Strategy 49
2. Statutory Financial Performance 49
3.
Pr
o Forma Financial Performance and Review of Operations
52
4.
Financial Position 58
5. Outlook 59
6. Risk and Opportunity Management 59
48 Ventia Annual Report 2022
Ventia Services Group Limited (Ventia or Company) and its subsidiaries (together referred to as the Group) is a leading essential
infrastructure services provider in Australia and New Zealand.
On 30 June 2020, Ventia (through its wholly-owned subsidiary Ventia Holdings I Pty Limited) acquired all of the share capital
in Ferrovial Services Australia Pty Ltd, subsequently renamed BRS Holdco Pty Ltd (Broadspectrum), to form one of the largest
essential infrastructure services providers in Australia and New Zealand. During November 2021, the Company completed its Initial
Public Offering (IPO) and related refinancing.
Due to the material nature of the Broadspectrum acquisition, the IPO and related refinancing and their financial impact on the
business, the Directors believe that in addition to the statutory analysis of results in this Section 2, a pro forma view of the Group
and sector results for the year ended 31 December 2022 (FY22) compared to the results for the year ended 31 December 2021
(FY21) provides additional information for users of the financial statements to understand the underlying business performance
and cash flows of the operations on a more comparable basis. This pro forma view is presented in Section 3.
1. Operating Model and Business Strategy
The Group has extensive service capabilities across a diverse range of industry segments, delivered through long-term contracts
with a range of government agencies and blue chip organisations.
Ventia is structured across four sectors:
•
Defence and Social Infrastructure;
•
Infrastructure Services;
•
Telecommunications; and
•
Transport.
Ventia’s strategy is to Redefine Service Excellence focusing on three priorities; being Client Focused, Innovative and Sustainable.
Ventia has identified three key drivers of increasing its market share:
•
Renewing and growing existing contracts;
•
Winning new works; and
•
Cross selling our expert capabilities.
2. Statutory Financial Performance
2.1 Statutory Group financial highlights
2022
$’m
2021
$’m
Change
$’m
Change
%
Revenue from continuing operations 5,167.54,557.4610.113.4%
Profit after income tax191.219.5171.7880.5%
2022
cents per share
2021
cents per share
Change
cents per share
Change
%
Basic earnings per share 22.373.1219.25617.0%
Other measures
1
2022
$’m
2021
$’m
Change
$’m
Change
%
EBITDA from continuing operations414.3312.2102.132.7%
EBITA from continuing operations310.2203.3106.952.6%
EBIT before amortisation of acquired intangibles279.1141.5137.697.2%
NPATA208.036.4171.6471.4%
Operating cash flow before interest and tax348.4255.193.336.6%
Operating cash flow conversion %
2
84.1%81.7%n/a2.4pp
Work in hand17,963.516,771.01,192.57.1%
1. Other measures are non-International Financial Reporting Standards (IFRS) measures that have been derived from statutory information.
2. Calculated as Operating cash flow before interest and tax divided by EBITDA from continuing operations.
EBITDA – Earnings before interest, income tax, depreciation and amortisation.
EBITA – Earnings before interest, income tax and amortisation.
EBIT – Earnings before interest and income tax.
N PATA – Net profit after tax excluding the after tax impact of amortisation of acquired intangible assets.
Ventia Annual Report 2022 49
2.2 Statutory Group financial performance
2022
$’m
2021
$’m
Change
$’m
Change
%
Continuing operations
Revenue5,167.54,557.4610.113.4%
Expenses(4,756.7)(4,250.4)(506.3)11.9%
Share of profits of joint ventures3.55.2(1.7)(32.7%)
Earnings before interest, income tax,
depreciation and amortisation
414.3312.2102.132.7%
Depreciation expense(104.1)(108.9)4.8(4.4%)
Amortisation expense(55.0)(85.9)30.9(36.0%)
Earnings before interest and income tax255.2117.4137.8117.4%
Net finance costs(33.9)(137.2)103.3(75.3%)
Profit/(loss) before income tax 221.3(19.8)241.1n/m
Income tax (expense)/benefit(30.1)14.7(44.8)n/m
Profit/(loss) after income tax from continuing
operations
191.2(5.1)196.3n/m
Discontinued operations:
Profit after income tax from discontinued operations–24.6(24.6)n/m
Profit after income tax
191.219.5171.7n/m
n/m – Not meaningful
Revenue
In FY22, Ventia reported an increase in revenue of $610.1 million to $5,167.5 million. This increase is mainly driven by strong growth
in the Defence and Social Infrastructure and Telecommunications sectors. Section 3 provides further commentary on sector
performance.
EBITDA
Statutory EBITDA increased by $102.1 million to $414.3 million in FY22. The increase in EBITDA is partly due to a reduction in
Broadspectrum transaction and integration costs from $67.5 million in FY21 to $5.5 million in FY22. The remaining improvement in
EBITDA is due to an increase in revenue.
Depreciation expense
There was no significant change in depreciation expense compared to FY21.
Amortisation expense
Amortisation expense decreased by $30.9 million, or 36.0%, primarily as a result of accelerated brand amortisation expense for
Visionstream and Easternwell in FY21. As these brands were fully written off as at 31 December 2021, there was no corresponding
amortisation expense in FY22.
50 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
Net finance costs
Net finance costs reduced by $103.3 million, or 75.3%, as a result of change in the funding arrangements entered into during FY21.
This included a reduction in the loan principal outstanding in FY22 as compared to FY21, due to the repayment of borrowings of
$584.6 million in November 2021.
Income tax expense
Income tax expense was $30.1 million for FY22 and includes the benefit of $35.2 million of previously unrecognised tax losses that
were recognised in the year (see Note 3.8 to the Consolidated Financial Statements for further details). Excluding the recognition of
these losses, the effective tax rate is 29.5% which is slightly lower than the Australian corporate tax rate of 30%, mainly due to the
impact of the lower tax rate in overseas jurisdictions, principally New Zealand.
Profit after income tax
Profit after income tax from continuing operations increased by $196.3 million to $191.2 million in FY22.
Profit after income tax from discontinued operations in FY21 related to APP Corporation Pty Limited (APP), which was disposed by
the Group in March 2021.
2.3 Statutory cash flow
Operating cash flow
Net cash generated from operating activities for FY22 was $289.9 million, an increase of $165.3 million from the prior year.
The improvement in cash was mainly due to an increase in EBITDA with a $93.3 million increase in operating cash flow before
interest and tax. EBITDA improved by $62.0 million from FY21 due to a reduction in Broadspectrum transaction and integration
costs. Operating cash flow also improved due to a $60.7 million decrease in finance costs as a result of the refinancing in
November 2021.
Investing cash flow
Total investing cash outflow of $50.1 million was $106.0 million lower than the cash inflow of $55.9 million in FY21. This was mainly
due to FY21 including $89.2 million proceeds from the sale of APP. In addition, payments for business combinations increased by
$15.5 million on FY21, mainly due to the payment of the deferred consideration for the prior year acquisition of Kordia Solutions
Pty Ltd.
Financing cash flow
Total financing cash outflow of $139.9 million reduced by $304.8 million compared to FY21. This was mainly due to FY21 including
a net repayment of borrowings of $698.8 million, and $373.8 million received as proceeds from the issue of new shares in the IPO,
partially offset by $12.9 million of associated transaction costs. FY22 financing cash outflow comprised repayments of principal
portion of lease liabilities of $64.4 million and dividends paid of $75.5 million.
2.4 Dividends
Ventia’s dividend policy is to pay out between 60% and 80% of the Ventia Group’s pro forma NPATA (refer to Section 3) as a
dividend, with a 75% target. NPATA provides a proxy for Ventia’s cash flows available to pay dividends before the after-tax
amortisation of acquired intangible assets. It is a key measure of Ventia’s financial performance.
On 7 October 2022, the Company paid an interim dividend of 7.47 cents per share, 80% franked. On 23 February 2023, the Board
resolved to pay a final dividend of 8.28 cents per share, 80% franked. This brings the total distribution for FY22 to 15.75 cents per
share, representing a payout ratio of 75% of pro forma NPATA.
Ventia intends to frank future dividends to the maximum extent possible, subject to the availability of franking credits.
Ventia Annual Report 2022 51
3. Pro Forma Financial Performance and Review of Operations
The pro forma financial information has been derived from the statutory financial information, and adjusted to:
•
Exclude transaction and integration costs;
•
Reflect the annualised cost base of Ventia as a listed company in FY21; and
•
Update the financing costs to reflect the new banking facilities as if they were in place from 1 January 2021.
3.1 Pro forma Group financial highlights
2022
$’m
2021
$’m
Change
$’m
Change
%
Revenue5,167.54,557.4610.113.4%
Pro forma EBITDA from continuing operations419.8379.939.910.5%
Pro forma EBITA from continuing operations290.5240.150.421.0%
Pro forma NPATA179.6146.832.822.4%
Pro forma operating cash flow before interest and tax373.3322.750.615.7%
Pro forma operating cash flow conversion %88.9%84.9%n/a4.0pp
Work in hand17,963.516,771.01,192.57.1%
3.2 Pro forma Group financial performance
2022
$’m
2021
$’m
Change
$’m
Change
%
Revenue5,167.54,557.4610.113.4%
Pro forma EBITDA419.8379.939.910.5%
Pro forma EBITDA %8.1%8.3%n/a(0.2pp)
Depreciation expense(104.1)(108.7)4.6(4.2%)
Amortisation of software(25.2)(31.1)5.9(19.0%)
Pro forma EBITA290.5240.150.421.0%
Pro forma EBITA %5.6%5.3%n/a0.3pp
Amortisation of acquired intangibles assets(24.0)(22.1)(1.9)8.6%
Pro forma EBIT266.5218.048.522.2%
Net finance costs(33.9)(30.4)(3.5)11.5%
Pro forma profit before tax232.6187.645.024.0%
Income tax expense(69.8)(56.3)(13.5)23.9%
Pro forma NPAT162.8131.331.524.0%
Amortisation of acquired intangible assets (after tax)16.815.51.38.4%
Pro forma NPATA179.6146.832.822.4%
Pro forma NPATA %3.5%3.2%n/a0.3pp
52 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
3.3 Reconciliation of statutory NPAT to pro forma NPATA
Note
2022
$’m
2021
$’m
Statutory NPAT191.219.5
Operating expense adjustments (pre-tax)
Broadspectrum pro forma adjustments1–(24.6)
Broadspectrum transaction and integration costs25.567.5
Amortisation expense35.832.7
IPO related costs4–6.9
Listed public company costs5–(5.5)
Ventia shareholder fee6–2.5
Remuneration changes7–(3.7)
Total operating expense adjustments (pre-tax)11.375.8
Interest expense adjustments8–107.0
Income tax adjustments9 (39.7)(71.0)
Total adjustments(28.4)111.8
Pro forma NPAT162.8131.3
Amortisation of acquired intangible assets (after tax)16.815.5
Pro forma NPATA179.6146.8
1. FY21 excludes the gain on sale of APP.
2. FY22 excludes integration costs relating to Broadspectrum. FY21 excludes transaction and integration costs relating to the acquisition of Broadspectrum and the
sale of APP.
3. FY21 and FY22 exclude Ventia accelerated amortisation of brands and software retired post integration of Broadspectrum.
4. FY21 excludes IPO related costs which were expensed.
5. FY21 includes incremental costs that would have been incurred as a listed company for the full year.
6. FY21 excludes Ventia’s previous shareholder fee structure which is no longer in place following the IPO.
7. FY21 excludes the previous Executive Incentive Plan and includes the new share-based payment plan as if it were in place for the full year.
8. FY21 includes interest expense on the Syndicated Banking Facilities as though they had been in place from 1 January 2021 and excludes the repayment of the
previous debt facilities (and close-out of associated hedges), including the removal of the amortisation and write-off of borrowing costs associated with the
previous debt facilities.
9. FY21 and FY22 reflect the application of a pro forma tax rate of 30%, which is the Australian corporate tax rate.
Ventia Annual Report 2022 53
3.4 Defence and Social Infrastructure
Sector revenue ($’m)
2,303.0
1,874.8
FY22FY21
% of total Group revenue
44.6%
FY22 SECTOR EBITDA
$153.4m
19.2% on FY21
12.9% on FY22 Prospectus
2022
$’m
2021
$’m
Variance
$’m
Variance
%
Sector revenue2,303.01,874.8428.222.8%
% of total Group revenue44.6%41.2%n/a3.4pp
Sector EBITDA153.4128.724.719.2%
Sector EBITDA %6.7%6.9%n/a(0.2pp)
Sector EBITA137.5111.226.323.7%
Sector EBITA %6.0%5.9%n/a0.1pp
Performance
Defence and Social Infrastructure performed strongly in FY22, with revenue increasing $428.2 million to $2,303.0 million. This
represents a 22.8% increase on FY21. This increase was driven primarily by higher volumes within existing contracts including
Defence and the contribution of new contracts in Social Infrastructure.
Contract wins in FY21 which contributed to the increase in revenue in FY22 included the Across Government Facilities Management
Agreement, and Austin Health. During FY22, the sector extended contracts with the Government of Western Australia to provide
custodial services, and with Commonwealth Government (Department of Finance) to provide a range of property and facilities
services. In addition, Ventia was awarded an extension of its contract providing Asset Maintenance Services to the NSW Land and
Housing Corporation.
FY22 EBITDA was $153.4 million, an increase of 19.2% on FY21. This was primarily driven by increased revenue as noted above.
EBITDA % was 6.7%, a slight reduction from FY21 due to mix of work performed during FY22.
FY22 EBITA was $137.5 million, an increase of 23.7% on FY21. EBITA % was 6.0%, which is consistent with FY21.
54 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
3.5 Infrastructure Services
Sector revenue ($’m)
1,211.3
1,213.1
FY22FY21
% of total Group revenue
23.4%
FY22 SECTOR EBITDA
$112.6m
5.0% on FY21
16.8% on FY22 Prospectus
2022
$’m
2021
$’m
Variance
$’m
Variance
%
Sector revenue1,211.31,213.1(1.8)(0.1%)
% of total Group revenue23.4%26.6%n/a(3.2pp)
Sector EBITDA112.6118.5(5.9) (5.0%)
Sector EBITDA %9.3%9.8%n/a(0.5pp)
Sector EBITA71.072.3(1.3) (1.8%)
Sector EBITA %5.9%6.0%n/a(0.1pp)
Performance
Infrastructure Services reported FY22 revenue of $1,211.3 million, which was broadly in line with FY21. Revenue was stronger across
Rig and Well Services in FY22 due to positive market conditions and higher utilization. This was offset by reduced performance
across Water and Industrial Services mainly due to completion of a number of minor capital works projects in late FY21 and
early FY22.
New contracts were awarded with City of Gold Coast and Energy Resources of Australia Ltd (Ranger Mine). Ventia was also awarded
a contract extension by Yarra Valley Water to continue to deliver maintenance services across its water network. In addition, the
sector renewed key contracts in Australia with BHP Western Australian Iron Ore, EnergyAustralia, BlueScope. The sector also
renewed a key contract with Transpower in New Zealand.
FY22 EBITDA was $112.6 million, a decrease of 5.0% on FY21. EBITDA percentage reduced from 9.8% to 9.3%. The decrease in
EBITDA percentage is reflective of market conditions which remained competitive together with the mix of work performed in FY22.
FY22 EBITA was $71.0 million, a decrease of 1.8% on FY21. EBITA % was 5.9%, which is consistent with FY21.
Ventia Annual Report 2022 55
3.6 Telecommunications
Sector revenue ($’m)
1,134.4
989.8
FY22FY21
% of total Group revenue
22.0%
FY22 SECTOR EBITDA
$141.1m
9.0% on FY21
6.1% on FY22 Prospectus
2022
$’m
2021
$’m
Variance
$’m
Variance
%
Sector revenue1,134.4989.8144.614.6%
% of total Group revenue22.0%21.7%n/a0.3pp
Sector EBITDA141.1129.511.69.0%
Sector EBITDA %12.4%13.1%n/a(0.7pp)
Sector EBITA127.4110.816.615.0%
Sector EBITA %11.2%11.2%n/a0.0pp
Performance
Telecommunications performed strongly in FY22, with revenue increasing $144.6 million to $1,134.4 million. This represents a 14.6%
increase on FY21. This increase was driven primarily by higher volumes within existing contracts and contribution from new contracts.
The sector was awarded a number of key contracts in FY22 including NBN Fixed Wireless Services, Square Kilometre Array (SKA)
project with the SKA Observatory, the first phase of Telstra’s Intercapital fibre network build, and with Babcock International Group
for the upgrade of the Australian Defence high-frequency communication network. In addition, the sector renewed key contracts
including the NBN On Demand Module contract.
FY22 EBITDA was $141.1 million, an increase of 9.0% on FY21. This was primarily driven by increased revenue as noted above.
EBITDA % was 12.4%, a slight reduction from FY21 due to a change in the mix of work performed in FY22.
FY22 EBITA was $127.4 million, an increase of 15.0% on FY21. EBITA % was 11.2%, which is consistent with FY21.
56 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
3.7 Transport
Sector revenue ($’m)
518.8
479.7
FY22FY21
% of total Group revenue
10.0%
FY22 SECTOR EBITDA
$38.8m
19.5% on FY21
7.0% on FY22 Prospectus
2022
$’m
2021
$’m
Variance
$’m
Variance
%
Sector revenue518.8479.739.18.1%
% of total Group revenue10.0%10.5%n/a(0.5pp)
Sector EBITDA38.832.56.319.5%
Sector EBITDA %7.5%6.8%n/a0.7pp
Sector EBITA29.324.74.618.6%
Sector EBITA %5.6%5.1%n/a0.5pp
Performance
Transport performed well in FY22 despite adverse weather events around Sydney, with revenue increasing by $39.1 million to
$518.8 million. This represents an 8.1% increase on FY21, and is mainly due to the mobilisation and ramp-up of new contracts
awarded in FY21 and FY22.
New contracts contributing to the increase included Sydney Roads Asset Performance Contract and Western Harbour/Sydney
Harbour Tunnel contract which were both awarded by Transport for NSW. The sector also secured new contracts during FY22 with
Auckland Transport West for road maintenance services.
EBITDA was $38.8 million, an increase of 19.5% on FY21. The improved profitability was delivered through leveraging our scalable
structure. Delays in works caused by inclement weather around the country, particularly New South Wales, Queensland and
Western Australia, had a neutral effect on the FY22 result with scheduled work impacts being largely offset by flood relief works.
FY22 EBITA was $29.3 million, an increase of 18.6% on FY21. EBITA % was 5.6%, an increase of 0.5pp on FY21.
Ventia Annual Report 2022 57
3.8 Pro forma cash flow
Operating cash flow before interest and tax
Operating cash flow before interest and tax increased by 15.7% from $322.7 million in FY21 to $373.3 million in FY22 and represents
a cash conversion of 88.9% of EBITDA (compared to 84.9 % cash conversion in FY21). The $50.6 million improvement in cash flow
was driven by an increase in EBITDA combined with continued focus on working capital management.
Cash flow before financing and tax
Cash flow before financing and tax for FY22 increased by 17.4% from $214.4 million in FY21 to $251.7 million in FY22. This was
driven by the operating cash flow described above, offset by an increase in payments for business combinations of $15.5 million,
mainly due to the payment of the deferred consideration for the prior year acquisition of Kordia Solutions Pty Ltd.
4. Financial Position
4.1 Liquidity and capital management
As at 31 December 2022, the Group had liquidity of $680.0 million comprising cash balances of $280.0 million and an undrawn
committed debt facility of $400.0 million.
Ventia maintained its banking facilities, comprising a $750.0 million syndicated loan facility and a $400.0 million revolving cash facility.
The syndicated loan facility is unsecured, committed and comprises Australian dollar tranches with maturities in 2024, 2025
and
2026.
The weighted average cash interest rate of the Group’s interest bearing liabilities as at 31 December 2022 was 4.9% (2021: 2.3%)
per
annum.
Covenants on financing facilities
The Group’s financing facilities contain undertakings to comply with financial covenants and ensure that Group guarantors of
these facilities collectively meet certain minimum threshold amounts of Group EBITDA and Group total tangible assets. The main
financial covenants which the Group is subject to are net leverage and interest coverage. Reporting of financial covenants to
financiers occurs semi-annually for the rolling 12-month periods to 30 June and 31 December. Ventia was in compliance with all its
financial covenants as at 31 December 2022.
Pro forma Leverages Ratio
1
Pro forma Interest Cover Ratio
2
0.0
1.0
2.0
3.0
FY22FY21FY20
2.1
1.8
1.4
9.0
12.0
15.0
FY22FY21FY20
11.3
12.6
12.4
1. Calculated as Net Debt/bank adjusted EBITDA.
2. Calculated as bank adjusted EBITDA/net finance costs.
Bank guarantees and insurance bonds
The Group has $765.0 million (2021: $795.0 million) of bank guarantee and insurance bond facilities on a committed and
uncommitted basis to support its contracting activities. The Group’s facilities are provided by a number of banks and insurance
companies on an unsecured and revolving basis. The Group has utilised $393.0 million (2021: $424.4 million) of these facilities at
31
December 2022, with $372.0 million (2021: $370.6 million) unutilised.
Credit ratings
The Group has investment grade credit ratings of Baa3 (Outlook Stable) from Moody’s and BBB- (Outlook Stable) from S&P.
58 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
4.2 Statutory Consolidated Statement of Financial Position
Trade and other receivables
Total trade and other receivables increased by 18.7%, or $130.9 million, to $831.0 million, mainly driven by business growth.
Contract assets increased by $109.3 million while trade receivables increased by $13.4 million.
Deferred tax assets
Net deferred tax assets increased from $220.1 million to $235.4 million, mainly due to the recognition of tax losses during the year
amounting to $35.2 million (see Note 3.8 to the Consolidated Financial Statements for further details).
Intangible assets
Intangible assets decreased by $50.0 million to $77.6 million. The decrease includes $55.0 million of amortisation charges partially
offset by $6.8 million of additions during FY22. Software and system development assets were amortised by $31.0 million during
FY22 including $5.8 million of accelerated amortisation relating to software that will not be used by Ventia post-integration of
Broadspectrum.
Trade and other payables
Total trade and other payables increased by 14.3%, or $124.2 million, to $995.7 million mainly driven by business growth.
Trade payables and accruals increased by $50.0 million, while contract liabilities increased by $85.9 million.
Employee benefit liabilities
Total employee benefit liabilities decreased by 12.0%, or $32.3 million, to $237.5 million, mainly driven by a $18.6 million decrease
in workers’ compensation and a $11.3 million decrease in other employee benefits.
Provisions
Total provisions decreased by 15.9%, or $39.9 million to $211.2 million. The decrease is mainly driven by a reduction in the
unfavourable contracts provision and onerous contracts provision, partly offset by an increase in warranties and contract claims.
Unfavourable contracts provision reduced by $20.4 million, representing provision utilised in FY22. Onerous contracts provision
decreased by $26.5 million, representing $24.2 million of provisions utilised in FY22.
Net debt
Net debt is calculated as borrowings (excluding lease liabilities) less cash and cash equivalents.
Net debt has decreased by $98.1 million to $464.9 million, mainly due to the increase in cash held at the end of FY22 of
$99.8 million. The increase in cash held at year end reflects the strong operating cash flow of the Group.
Total equity
Total equity increased by $130.4 million, mainly driven by $191.2 million of profit after income tax. The other key movement for
equity were payment of dividends of $75.5 million and an increase in cash flow hedge reserve of $6.7 million.
5. Outlook
The outlook for the Group is positive. The Group is stable, resilient and diversified. It operates in markets with strong fundamentals
and which are expected to grow. The Group continues to secure new contract wins and has a strong track record in retaining and
growing existing contracts. The outlook is supported by record work in hand, an investment grade balance sheet, effective cost
management, and strong capability in leveraging long-term client relationships.
For FY23, NPATA growth is expected to be 7-10% as compared to FY22 pro forma NPATA.
6. Risk and Opportunity Management
Risk and opportunity management is a fundamental component of Ventia’s strategic and operational decision making, as Ventia
seeks to achieve its ambition of making infrastructure work for communities. A strong risk management culture is critical to
enabling Ventia to achieve its strategic, operational, and commercial objectives. It can also be a source of competitive advantage
and a key differentiator for Ventia’s clients.
Ventia is committed to being proactive in risk and opportunity management at all levels of the organisation and this is applied
through embedded processes and specific practices. A risk culture of actively managing risks is embedded into how Ventia
operates. A risk culture fosters the ability to identify, understand, escalate, and then openly discuss and respond to current and
future risks. Ventia aims to foster a culture of positive risk behaviours which adapt to the rapidly changing business.
Ventia believes that a successful risk management framework can create opportunities by effectively identifying, assessing, and
mitigating risks in a way that is aligned with the strategic framework and appetite for risk.
Ventia Annual Report 2022 59
Sets the direction, and
translates our strategy into
clear expectations, standards
of performance and behaviour
for their teams
Risk AppetiteRisk Management ProcessIndependent Review
Risk and Controls
Internal Audit
External Audit
Internal Independent
Project Reviews
Strategic Risk
Operational Risk
Financial Risk
Regulatory/Compliance
Assess
Identify
Control
Monitor
& Test
Oversight & Reporting
Ventia defines risk management as the identification, assessment and treatment of risks that have the potential to materially
impact the operations, people, reputation, the environment and the communities in which Ventia operates, as well as the financial
prospects of Ventia. The risk and opportunity management framework guides how Ventia identifies, assesses, manages, and
reports on risks and opportunities across the business while ensuring that Ventia operate within the risk limits established by
the Board.
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 and 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 the overall Ventia Corporate Governance
Framework, which is depicted as follows:
ESCALATE
RISK MANAGEMENT
RISK MANAGEMENT
BOARD SUB-COMMITTEES
RISK MANAGEMENT
EXECUTIVE LEADERSHIP
TEAM INTERNAL AUDIT
ALL EMPLOYEES
VENTIA BOARD
CASCADE
CASCADE
ESCALATE
ENTERPRISE
RISK
Organisation
BUSINESS RISK
Sectors / business units / enabling functions
PROJECT DELIVERY / CONTRACT RISK
Gate governance processes
Management policies
Work winning processes
Delegation of authority
Project delivery processes
Incident response procedures
Internal control environment
Business unit strategy
EMERGING RISKS
A new or unforeseen
risk that we haven’t yet
contemplated
Continuous scanning
by all levels of
management
STRATEGIC RISKS
Long-term, external
factors, industry trends,
potential to change
direction of Ventia’s
strategy
Appetite scorecard
TACTICAL RISKS
Medium-term, Sector /
BU specific, potential
to change direction of
Sector’s strategy
Top 10 risks &
opportunities
OPERATIONAL RISKS
Day-to-day, compliance,
people, systems and
processes, potential to
change direction of
projects strategy
Risk & opportunity
register
The diversity of Ventia’s operations, geographic footprint, markets serviced, and the services provided, results in exposure to a
broad range of risks but also generates opportunity which can impact Ventia’s business outcomes and financial performance.
Ventia’s Risk Framework
Enhancing business risk oversight
through consistent framework and
process application.
60 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
Key RisksManagement Approach
Work winning and retention of work
Ventia recognises that its ability to win strategically significant
and value creating work will materially impact its earnings and
future success.
•
Ventia may fail to renew existing contracts or win new
contracts
•
Successful panel tender processes may not guarantee
new work
•
Commencement of new contracts may be delayed
•
Some counterparties may have the right to terminate their
contract or renegotiate during the contract term
•
Ventia’s existing and target clients may choose to change
from outsourcing to in-sourcing services
•
Ventia’s work winning teams identify and secure cross sector/
cross contract opportunities to bring expanded capabilities
to existing clients
•
Project teams are tasked with utilising existing Ventia
capabilities for service delivery instead of outsourcing
•
Cross sector selling is included in work winning and project
performance reviews
•
Best available data is utilised across Ventia to focus on
continued growth in existing contracts along with winning
new work
Safety and health of Ventia's workforce
At Ventia, safety and health is the #1 brand promise. Given
the nature of Ventia’s operations and their locations, its
workforce consisting of more than 15,000 employees and 20,000
subcontractor across Australia and New Zealand, including in
remote locations may be exposed to health and safety risks
in
the performance of their duties.
•
Group wide Safety and Health Management System
(comprising safety policies, standards, processes and
management system) underpins management of health and
safety, minimising injury and illness and optimising return
to
work
•
Mandatory Critical Risk Protocols, and their elements of
critical controls, mandatory safety rules and safe work
fundamentals, set the essential requirements and behaviours
for managing high risk activities that may cause significant
injury
•
External and internal audits validate compliance and drive
continuous improvement
•
Healthy Minds and Healthy Bodies programs help the
workforce prioritise and enhance their overall physical and
psychological wellbeing
Cyber security, data protection risks and third party
technology providers
Ventia relies on a complex information and communications
technology platform to manage the delivery of its operations
and services to its clients.
•
Cyber threats that seek to attack/undermine Ventia data,
client data and systems may result in information or data
loss, operational disruption, brand and reputational damage,
financial loss, regulatory intervention, loss of client trust as
well as having the potential to impact the ability to secure
future work opportunities
•
Ventia’s Information Management Framework provides the
standards for the Group and is the foundation of Ventia’s
approach to information security
•
The framework includes the requirements for service
continuity and disaster recovery planning to enable the
recovery of Ventia’s critical business services in a timely
manner to minimise the effect of disruptions and to maintain
resilience
•
Internal and external audits and reviews validate compliance
and drive continuous improvement
Ventia Annual Report 2022
61
Key RisksManagement Approach
Attracting and retaining capability in critical roles
An ability to attract and retain the best people for critical
roles demanding specific capabilities underpins performance
and growth.
•
Alignment of strategy with talent management
•
“Have your say” survey gaining direct feedback on how to
improve Ventia as a workplace
•
Talent management identification and individual retention
strategy
•
Dedicated graduate programs and emerging leader programs
provide pathways for career development within Ventia
•
Continuing an increased focus on ensuring that the diversity
of our workforce matches that of the communities in which
Ventia operate
•
Expanding the international pipelines for business critical
roles, developing through external partnerships
Operational performance and service delivery under client
contracts
Ventia’s purpose is to make infrastructure work for our
communities. It is imperative to deliver services as per contract
and on time while limiting any disputes or losses.
•
A contract performance failure may lead to a failure to deliver
services on time and within budget resulting in financial loss,
reputational damage, loss of client trust as well as having
the potential to impact the ability to secure future work
opportunities
•
Claims for abatements, damages or indemnities may arise
in connection with Ventia’s service delivery under client
contracts
•
Ventia may fail to properly understand client requirements,
drivers of client demands or cost inputs
•
Subcontractors or suppliers may fail to meet their delivery
obligations
•
The tender risk management process evaluates
opportunities before a commitment to contract is made. The
process evaluates contract risk, liability exposure, existing
capacity and capability as well as risk/reward return. Each
opportunity is subject to review at a number of gates as each
opportunity proceeds though the work winning process
•
Project performance reviews by sector and CEO/CFO monitor
service delivery and drive early intervention/improvement
•
Active risk and opportunity management at project level as
part of project performance
•
A new reporting system has been implemented to allow real
time monitoring of contract performance
•
Material issues are reported to the Board and ARCC
Non-compliance or change in regulation
Ventia operates under a complex regulatory landscape of
federal, state and local laws and regulations. Failure to comply
may result in prosecution, fines and penalties, imposition of
conditions or other sanctions.
•
Changes in government policy or regulatory settings may
increase complexity and cost of service delivery
•
A large payroll with varied industrial agreements creates
payroll complexity. Failure to pay employees in line with
statutory or other entitlements may result in regulatory
intervention, loss of trust with employees and reputation
damage
•
The industrial landscape is changing with new government
amendments to industrial legislation being introduced and
an increase in union activism
•
Compliance and assessment of the risk of changes to
regulatory requirements, forms part of the work winning
process and operational decision making
•
Corporate direction and assistance to operations through
the risk and opportunity framework drives compliance and
consistency
•
Proactive management approach to rationalisation and
simplification of industrial agreements that comply with
regulatory regime
62 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
Key RisksManagement Approach
Impact of climate change on our operations and our people
1
The impacts of climate change will result in more severe
weather events. Impacts to Ventia may include:
•
Changes in risk profile in relation to physical personnel risks,
particularly in remote locations
•
The impact of increased severe climate events may disrupt
Ventia’s workforce and increase volume of work in some
locations
•
Fixed-risk profile long-term contracts may not have adequate
visibility of potential future climate risks
•
Extreme weather and other impacts of climate change could
result in external price shocks and impact supply chains
•
Use scenario planning and analysis, and stakeholder
engagement to identify and monitor climate related risks and
opportunities across various time horizons
•
Safe systems of work applied to manage injury and wellbeing
impact to staff. This can include review and planning for
weather events prior to work
•
Redistribute resources to impacted areas by leveraging
Ventia’s broad geographical resource spread
Labour availability
The growing demand for workers coupled with the current
constraints on workforce availability is resulting in strong
competition for workers, occupational shortages across
many industries and other challenges for businesses and
communities.
•
Development of Employee Value Proposition
•
Increase new applicant pipeline through additional
campaigns and an increase in social media presence
•
Diversity engagement with career Seekers and career
Trackers
•
Hiring Manager upskilling programs and improved data
dashboards
•
Partnerships with key third parties to assist in increasing
diversity hires and highly specialised roles
•
Leverage contingent labour
•
External and client presentations - key leaders presenting
externally and with key clients
Key OpportunitiesManagement Approach
Cross sector selling
The diversity of Ventia’s business creates opportunities to offer
a wider range of services across different markets, providing
more wholistic solutions for our clients
•
Creation of State-Based Steering Committees to drive
collaboration internally and externally
•
Within sector and cross sector opportunity sharing
•
Whole of business solutions
Climate change provides business opportunities for Ventia
Ventia can gain advantage through offering both transition and
adaptation services in response to climate change
•
Sustainability strategy establishes a business-wide objective
to achieve net-zero emissions and support clients to achieve
their climate goals
•
Provision of services supporting the energy transition and
providing energy resilience solutions
•
Provision of services consistent with a lower carbon
world including whole-of-asset management services and
maintenance and capital works in response to the physical
impacts of climate change
•
Pursue innovations in materials and technologies in how
projects are delivered
1. Ventia supports the aims of the Task Force on Climate-related Financial Disclosures, and will continue to work with clients and suppliers to propose, execute and
measure solutions to support their efforts and Ventia’s in reducing greenhouse gas emissions. See the Sustainability Report for more information on Ventia’s focus
on Climate Change and the risks that the organisation may face.
Ventia Annual Report 2022 63
Key OpportunitiesManagement Approach
Improving client focus
Ventia recognises that repeat clients are the ultimate
performance indicator and will continue to invest in initiatives
to understand further client needs and requirements
•
Implementation of client segmentation models and account
plans for key clients
•
Focus on renewals and extensions to ensure long-term
relationships
•
Continuous improvement in the tender processes to ensure
continued contract wins
Drive differentiation through leadership in sustainability
and environment, social and governance practices
Ventia is a leader in sustainability, working collaboratively with
clients to improve performance and work winning outcomes
Ventia recognise that every decision and action it takes is an
opportunity to make a positive impact on the people and world
around us
•
Group commitment with aligned objectives towards creating
a positive lasting legacy for people and the planet
•
Dedicated sub-committee of the Board to oversee and guide
the direction and commitment to sustainable targets and
deliverables
•
Commitment to science based targets for emissions
reduction and net-zero
•
Commitment to and delivery of governance best practice
•
Sustainability Council supported by Working Parties with
representation from across Ventia
•
Decarbonisation plan actioned with transition to electric and
hybrid Vehicles and identification of renewable electricity
sources
•
New market opportunities in remediation and rehabilitation
projects e.g. mine rehabilitation, soil remediation, carbon
capture projects
Diversity and Inclusion
Ventia recognises that creating a work environment which
attracts and retain diverse talent will improve recruitment and
performance outcomes
•
Diversity and Inclusion working party
•
Strategy aligned with the United Nations Sustainable
Development Goals
•
Committed to HESTA 40:40 Vision
•
Target of 40% female participation in all levels of
the business
•
Reconciliation Action Plan delivering tangible results and
driving continuous improvement to support reconciliation
and respectful engagement with Aboriginal and Torres Strait
Islander people across Australia
•
Dedicated Te Ara O Rehua working party to enhance
Māori participation, build cultural capability across the
New Zealand business and further support Māori owned
businesses
•
Procurement processes aimed at creating social value
through seeking suppliers who operate ethically, take
environmental considerations into account, facilitate
opportunities for indigenous communities in both Australia
and New Zealand and enhance social inclusion for minority
groups or the disadvantaged
64 Ventia Annual Report 2022
OPERATING AND FINANCIAL REVIEW
Directors’ Report
Ventia Annual Report 2022 65
This is the report of the Directors of Ventia Services Group Limited (Ventia or Company) in respect of Ventia and the entities it
controlled at the end of, or during, the financial year ended 31 December 2022 (together referred to as the Group).
Directors
The following persons held office as Directors of the Company during the financial year ended 31 December 2022 and up to the
date of this report, unless otherwise stated:
Mr David Moffatt (Chairman)
Mr Dean Banks (Managing Director) (appointed on 14 June 2022)
Mr Michael Cooper (Alternate Director) (resigned on 31 March 2022)
Mr Robert Cotterill (resigned on 31 March 2022)
Mr Kevin Crowe
Mr Jeffrey Forbes
Ms Sibylle Krieger
Mr Steve Martinez (Alternate Director)
Ms Lynne Saint
Mr Ignacio Segura Surinach (resigned on 31 March 2022)
Ms Anne Urlwin ONZM
All of the current Directors are non-executive directors, except for Mr Dean Banks who is the Managing Director and Group Chief
Executive Officer.
Principal activities
The Group is one of the largest essential services providers in Australia and New Zealand. The Group organises its operations into
four sectors as follows:
•
Defence and Social Infrastructure provides maintenance and support services to clients operating across defence, social
infrastructure (education, health and state government), housing and community ( justice and social housing), local government
and critical infrastructure. Ventia also provides property and consulting services to public and private clients;
•
Infrastructure Services supports the ongoing maintenance of infrastructure including utilities (water, electricity and gas),
resources and industrial assets (mining, oil and gas, and manufacturing) and resources development (minerals, oil and gas).
The sector also provides complex and large-scale environmental remediation and rehabilitation services, and leverages
technologies aimed at enhancing customer productivity and sustainability;
•
Telecommunications provides end-to-end service capabilities that span design, supply, minor construction, installation,
commissioning and maintenance of telecommunications networks and infrastructure; and
•
Transport provides maintenance, project delivery and technology solutions to owners and operators of road, motorway, tunnel
and rail networks.
Further details of the results of operations and likely developments are set out in the Operating and Financial Review on
pages 48-64.
Significant changes in the state of affairs
There were no significant changes in the nature of activities of the Group during the financial year.
66 Ventia Annual Report 2022
DIRECTORS’ REPORT
Directors’ shares
As at the date of this report, the relevant interest of the current Directors in the shares of the Company were:
DirectorNumber of Shares
D Moffatt9,962,179
K Crowe Nil
J Forbes126,470
S Krieger105,882
L Saint88,235
A Urlwin106,955
D Banks9,000,000
The Directors and meetings of Directors
The table below sets out the Directors of the Company and their attendance at Board and Committee meetings during the
financial year ended 31 December 2022.
Board Meetings
Audit, Risk and
Compliance
Committee
People and
Remuneration
Committee
Safety and
Sustainability
Committee
Work Winning and
Tender Committee
Nominations
Committee
Director(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)
D Moffatt9944––444422
R Cotterill
1
2211––––1111
K Crowe98––55––44––
J Forbes 9944––––4422
S Krieger 99––55444422
L Saint 99445544––22
I Surinach
1
22––1111––––
A Urlwin 99445544––22
D Banks
2
44––––––––––
(A) Number of meetings eligible to attend. (B) Number of meetings attended.
1 Resigned on 31 March 2022.
2 Mr Dean Banks was appointed as Managing Director on 14 June 2022.
At times, Directors also attend meetings of Committees of which they are not a member. This is not reflected in the attendance
table above.
Details of Director experience, qualifications and other listed company directorships are set out on pages 68-70.
Company Secretaries
Zoheb Razvi
Debbie Schroeder (appointed on 8 April 2022)
Jonathan Dockney (resigned on 9 December 2022)
Details of Company Secretary experience and qualifications are set out on pages 71.
Ventia Annual Report 2022 67
Current Non-Executive Directors
David Moffatt
Chairman, Non-Executive
Director
Joined the Board in December 2014: Board Chairman, Member of the Nominations Committee,
Audit, Risk and Compliance Committee, Safety and Sustainability Committee and Work Winning and
Tender Committee.
Skills and Experience: David has over 30 years’ experience in executive leadership, including as
CEO, CFO and as a Director for companies in the telecommunications, financial services, infrastructure
services and media industries. He has lived and worked in Australia, the United States, Europe and Asia.
David is the Chair of a joint venture partnership between Challenger Limited (ASX: CGF) and Apollo
(NYSE: APO). David’s previous roles include Chairman of Asurion Asia Pacific and CEO of Lebara Group.
He was Chief Financial Officer and Group MD Finance for Telstra Corporation Limited and Group MD
Telstra Consumer, serving on the Boards of the Telstra-affiliated businesses Foxtel, CSL (Hong Kong) and
Reach (Hong Kong). He was also CEO of GE and GE Capital Australia & New Zealand.
David’s community and charitable activities include being a founding Director of Giant Steps, a school
for autistic children, and a former Director for The Australian Centre for Philanthropy and Non-Profit
Studies (Queensland University of Technology (QUT)).
Degrees/Qualifications: David holds a Bachelor Business from QUT and was recently awarded an
Honorary Doctorate at QUT.
Lynne Saint
Independent Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Audit, Risk and
Compliance Committee, and a Member of the Nominations Committee, People and Remuneration
Committee and Safety and Sustainability Committee.
Skills and Experience: Lynne has broad financial and commercial experience from a global career
including almost 20 years with Bechtel Group where she served as Chief Audit Executive and Chief
Financial Officer of the mining and metals global business unit. Her expertise encompasses strong
financial skills, corporate governance, enterprise risk, supply chain risk and project management.
Prior to Bechtel, Lynne worked in commercial roles at Fluor Daniel and Placer Dome. She also
held consulting and auditing roles with PwC and KPMG. In 2003, she was recognised as the Telstra
Queensland Businesswoman of the Year. She currently serves as a Non-Executive Director of Nufarm
Limited (ASX: NUF) and Iluka Resources Limited (ASX: ILU).
Degrees/Qualifications: Lynne holds a Bachelor of Commerce and a post-graduate diploma in
Education Studies from The University of Queensland. She is a Fellow of CPA Australia and the Australian
Institute of Company Directors.
Sibylle Krieger
Independent Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of the People &
Remuneration Committee, and Member of the Nominations Committee, Safety and Sustainability
Committee and Work Winning and Tender Committee.
Skills and Experience: Sibylle has over 40 years of broad commercial experience as a lawyer, economic
regulator, company director and independent consultant. She was a partner in two large commercial
law firms for 22 years and has over 15 years’ experience as a Non-Executive Director and Chair across
listed and unlisted companies in multiple sectors. Her current portfolio includes financial services,
fintech, essential infrastructure services and energy.
Sibylle is currently a Non-Executive Director of Openpay Group Limited (ASX:OPY), AEMO Services
Limited and MyState Bank Limited (ASX:MYS). She is also a member of the advisory board of Law
Squared, a challenger “new law” firm. She has previously served as Chair of Xenith IP Group Limited
(ASX:XIP) and as a Director of Sydney Ports Corporation, Allconnex Water, TasWater, Vector Limited
(NZE:VCT), Australian Energy Market Operator Ltd, and as a trustee of the Royal Botanic Gardens and
Domain Trust and of Sydney Grammar School. In addition, for six years Sibylle served as a Tribunal
member of the principal NSW economic regulatory tribunal.
Degrees/Qualifications: Sibylle holds an LLB (Hons) from The University of Adelaide, an LLM from
Columbia University New York and an MBA from Melbourne Business School. She is a Fellow of the
Australian Institute of Company Directors.
68
Ventia Annual Report 2022
DIRECTORS’ REPORT
Current Non-Executive Directors
Anne Urlwin ONZM
Independent Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Safety and
Sustainability Committee, and Member of the Nominations Committee, Audit, Risk and Compliance
Committee and People and Remuneration Committee.
Skills and Experience: Anne is a Wanaka (New Zealand) based professional director with experience in
a range of sectors including construction, infrastructure, telecommunications, energy, regulation, health
and financial services.
Anne is a Non-Executive Director of Infratil Limited, Precinct Properties New Zealand Limited (NZE: PCT),
Summerset Group Holdings Limited (NZE: SNZ) (retiring on 28 February 2023), Queenstown Airport
Corporation Limited (retiring on 28 February 2023) and Vector Limited. Her other directorships include
City Rail Link and she chairs the Audit and Risk Committee of
Te Rūnanga o Ngāi Tahu.
Anne is a former director of Tilt Renewables Limited, Chorus Limited and Meridian Energy Limited, and
a former Chair of national commercial construction group Naylor Love Enterprises Limited and the
New
Zealand Blood Service.
In June 2022, Anne received an Officer of the New Zealand Order of Merit for her significant contribution
to the business community in New Zealand.
Degrees/Qualifications: Anne holds a BCom from the University of Canterbury and is a Chartered
Fellow of the Institute of Directors in New Zealand, a member of the Australian Institute of Company
Directors, a Fellow of Chartered Accountants Australia and New Zealand and associate member of
Governance New Zealand (the NZ Division of the Chartered Governance Institute).
Jeff Forbes
Lead Independent
Non-Executive Director
Joined the Board in October 2021: Lead Independent Non-Executive Director, Chair of the
Nominations Committee, and Member of Audit, Risk and Compliance Committee and Work Winning
and
Tender Committee.
Skills and Experience: Jeff is an experienced Finance Executive and Company Director with over
30 years’ merger and acquisition, equity and capital markets and project development experience.
As an executive, Jeff worked at Cardno Limited, an engineering and environment consultancy company,
as CFO, Executive Director and Company Secretary before leaving in 2013 to commence Non-Executive
Director roles. He has spent time as a Non-Executive Director and member of the remuneration and audit
and risk committees of both listed and unlisted companies in a variety of sectors.
Prior to Cardno, Jeff was the CFO, Company Secretary and Executive Director at Highlands Pacific
Limited, a PNG-based mining and exploration company. He has significant experience in capital raisings
and during his career has worked for numerous major companies including Rio Tinto, BHP and CSR.
Jeff is the Non-Executive Chair of Herron Todd White Group, and Non-Executive Director of Cardno
Limited (ASX: CDD), PWR Holdings Limited (ASX: PWH). He resigned as Non-Executive Director of Intega
Group Limited in December 2021.
Degrees/Qualifications: Jeff holds a Bachelor of Commerce from The University of Newcastle and is a
Graduate of the Australian Institute of Company Directors.
Kevin Crowe
Non-Executive Director
(Nominee of Apollo)
Joined the Board in December 2014: Non-Executive Director (Nominee of Apollo), Chair of the Work
Winning and Tender Committee, and Member of the People and Remuneration Committee.
Skills and Experience: Kevin is a Partner in the Private Equity group of Apollo Global Management, a
global alternative asset manager. He joined Apollo Global Management in 2006 and is based in London,
having also spent extensive time in Apollo Global Management’s New York and Hong Kong offices.
Kevin is currently a Director of Haydock Finance and has previously served as a Director on the Boards of
Norwegian Cruise Line, Nine Entertainment Company, Prestige Cruise Holdings and Quality Distribution.
Prior to joining Apollo Global Management, Kevin was a member of the Financial Sponsors group in the
Global Banking department of Deutsche Bank Securities.
Degrees/Qualifications: Kevin graduated from Princeton University with a Bachelor of Arts in
Economics and a Certificate in Finance.
Ventia Annual Report 2022
69
Current Non-Executive Directors
Steve Martinez
Alternate Director to
Kevin
Crowe
Joined the Board in December 2014 and resigned in October 2021. Appointed as an Alternate Director
to Kevin Crowe in October 2021.
Skills and Experience: Steve is currently the Head of Asia-Pacific, Senior Partner, Private Equity Apollo
Management. He joined the firm in 2000 and during his tenure has led investments in a variety of sectors
including shipping, leisure, media and general industrial. He is a member of Apollo’s Senior Management
Committee.
Steve has led investments for Apollo in a variety of sectors including shipping, leisure, media and
general industrial. Prior to joining Apollo, Steve was a member of the Mergers and Acquisitions Group of
Goldman, Sachs & Co. Before that, he worked in Asia at Bain & Company.
Whilst a Non-Executive Director of Ventia, Steve was the Chair of the Audit, Risk & Compliance
Committee. Currently, Steve is an Alternate Director to Kevin Crowe on the Board of Ventia.
Current Executive Directors
Dean Banks
Managing Director &
Group CEO
Joined the Board in June 2022: Managing Director.
Skills and Experience: Dean commenced as Ventia Group CEO in January 2021 before being
appointed as the Managing Director in June 2022.
In his prior role, Dean led the successful transformation of leading United Kingdom infrastructure
business, Balfour Beatty.
Dean has spent the last 15 years in C-suite roles in FTSE 250 global businesses in the construction,
manufacturing and services industries. With a strong focus on safety and continuous improvement,
Dean has an impressive track record of delivering improvements and successful outcomes to global
organisations.
Degrees/Qualifications: Dean has completed the INSEAD Advanced Management Programme, and
the Integrated Management Development Scheme from Warwick University.
Former Non-Executive Directors
Particulars relating to Directors who resigned during 2022 are provided below.
Former Non-Executive Directors
Robert Cotterill
Non-Executive Director
(Nominee of CIMIC)
Joined the Board in May 2016 and resigned in March 2022.
Skills and Experience: Robert is the Executive General Manager of Strategy, Mergers and Acquisitions
at CIMIC.
Robert joined the CIMIC Group in 2007. He is a part of the executive leadership team at CIMIC and has
held various positions within CIMIC. He was instrumental in the formation of Ventia, the sale of John
Holland, and the 50% sale of Thiess.
Robert has also played leading roles in various private financing and public private partnership
infrastructure transactions throughout Australia and New Zealand.
Prior to joining CIMIC, Rob worked as a strategy consultant for Booz Allen Hamilton (renamed Strategy &)
and as a graduate engineer at KBR.
Degrees/Qualifications: Robert holds a Bachelor of Engineering (Environmental Engineering) with
Honours and a Master of Commerce from the University of NSW.
Ignacio Segura Surinach
Non-Executive Director
(Nominee of CIMIC)
Joined the Board in March 2021 and resigned in March 2022.
Skills and Experience: Ignacio is Deputy Chief Executive Officer and Chief Operating Officer CIMIC.
He
joined the CIMIC Group in 2018. He was formerly the Chief Executive Officer of Dragados (2012-2017),
an ACS Group company.
Ignacio joined ACS Group in 1999 and held roles including General Manager of Galicia in ACS Proyectos,
Obras y Construcciones (1999-2004), Executive General Manager for Building in Spain of Dragados
(2004-2006) and Managing Director of Dragados (2006-2012).
Ignacio is a civil engineer with 30 years of international experience in the construction sector.
Degrees/Qualifications: Ignacio holds a Master of Science in Civil Engineering from the Polytechnic
University of Madrid (1990).
70
Ventia Annual Report 2022
DIRECTORS’ REPORT
Company Secretaries
Details of Company Secretary experience and qualifications are set out below:
Company Secretaries
Zoheb Razvi
Group Company Secretary
Joined Ventia in 2019.
Zoheb has over 15 years’ experience as a commercial, corporate lawyer and governance professional.
Prior to joining Ventia, he held several legal counsel and company secretary roles in Australia and New
Zealand, including Coca-Cola Amatil and Sydney Water Corporation.
He holds a Master of Laws (Monash University), and a Bachelor of Laws and Bachelor of Commerce
(University of Otago).
Debbie Schroeder
Group General Counsel
Joined Ventia in 2022.
Debbie joined Ventia in January 2022 and is currently the Group General Counsel. She has extensive
experience as a commercial lawyer and governance professional in a listed environment.
Prior to joining Ventia, Debbie was employed as the Head of Legal, Company Secretariat and Risk
Management at CSR Limited. She holds a Bachelor of Laws from The University of Sydney.
Dividends
Details of dividends for the current and previous financial year are as follows:
2022
$’m
2021
$’m
Final dividend for 2022 of 8.28 cents per share to be paid on 6 April 2023 (80% franked)70.8–
Interim dividend for 2022 of 7.47 cents per share paid on 7 October 2022 (80% franked)62.9–
Final dividend for 2021 of 1.47 cents per share paid on 6 April 2022 (fully franked)–12.6
Interim dividend for 2021 of 6.25 cents per share paid on 31 March 2021 (fully franked)–38.5
Since the end of the year, the Directors have resolved to pay a final dividend of 8.28 cents per fully paid ordinary share, 80%
franked. In accordance with AASB 110 Events after the Reporting Period, the aggregate amount of the proposed final dividend of
$70.8 million is not recognised as a liability at 31 December 2022.
Environmental regulation
The Group is committed to a safe and sustainable future for our employees, customers and communities. The Group operates
within an integrated Environmental Management System (System), externally verified to ISO AS/NZS14001 requirements.
The
System provides a framework for identifying and managing environmental aspects and impacts and embeds a culture of
continual improvement for environmental performance across the business.
Our System contains a suite of policies and procedures that guide our environmental performance, complemented by supporting
tools and training to ensure our people are supported to deliver positive environmental outcomes.
Our System undergoes an internal auditing and review program each year to ensure we continue to meet International Standards’
requirements and industry best practice. As at 31 December 2022, no prosecutions for breaches of environmental legislation had
been brought against the Group.
Ventia Annual Report 2022 71
Directors’ and officers’ indemnity/insurance
The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any current
or former Director, secretary or other officer of the Company or a wholly-owned subsidiary of the Company against:
i. Any liability incurred by the person in that capacity;
ii.
L
egal costs incurred in defending, or otherwise in connection with proceedings, whether civil, criminal or of an administrative
or investigatory nature in which the person becomes involved because of that capacity; and
iii.
Legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and
discharge of their duties.
Directors and officers of Ventia Services Group Limited and certain subsidiaries have entered into a Deed of Indemnity, Access and
Insurance that provides for indemnity against liability as a Director or officer, except to the extent of indemnity under an insurance
policy or where prohibited by statute. The deed also entitles the Director or officer to access company documents and records,
subject to undertakings as to confidentiality, and to receive directors’ and officers’ insurance cover paid for by the Company.
During or since the end of the financial year, the Company has paid or agreed to pay a premium in respect of a contract of
insurance insuring Directors and officers, and any persons who will insure these in the future, and employees of the Company and
its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount of the premiums and the nature
of the liabilities in respect of such insurance is prohibited by the contract of insurance.
Non-audit services
During the year, Deloitte Touche Tohmatsu Australia, the Company’s auditor, has performed certain other services in addition
to their statutory duties. The Board is satisfied that the provision of those non-audit services during the year by the auditor is
compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 or as set out in
APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, as they did
not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company,
acting as an advocate for the Company or jointly sharing risks or rewards.
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in
Note 6.2 to the Consolidated Financial Statements.
Indemnity of auditor
Ventia Services Group Limited’s auditor is not indemnified under Ventia’s constitution, or any agreement.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on
page 92.
Auditor’s appointment and rotation
Deloitte Touche Tohmatsu were appointed as the Company’s external auditor prior to the initial public offering of Ventia Services
Group Limited in November 2021. Harriet Fortescue has been the lead engagement partner for the external audit since the
financial year ended 31 December 2021 and in accordance with the auditor rotation requirements of the Corporations Act 2001
will be required to rotate subsequent to the finalisation of the audit of the Group for the year ending 31 December 2025. The
shareholders of the Company approved the appointment of Deloitte Touche Tohmatsu as the Company’s external auditor at the
Company’s Annual General Meeting on 5 May 2022.
Proceedings on behalf of the Company
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the
Corporations Act 2001.
Rounding of amounts
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and the Consolidated
Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing
hundreds of thousands of dollars in accordance with that Instrument, unless otherwise indicated.
72 Ventia Annual Report 2022
DIRECTORS’ REPORT
Corporate Governance Statement
Ventia believes good governance is fundamental to achieving its purpose of ‘making infrastructure work for our communities’.
Ventia’s approach to governance is based on its values and strategy. They are the guide to ensuring a focus on what is right, and
what is important to clients and employees.
The Company’s Corporate Governance Statement for the year ended 31 December 2022 may be accessed from the Company’s
website at www.ventia.com.
Matters subsequent to balance date
Since the end of the financial year, the Directors have resolved to pay a final dividend of 8.28 cents per fully paid ordinary share,
80% franked (2021: 1.47 cents per share).
In accordance with AASB 110 Events after the Reporting Period, the aggregate amount of the proposed final dividend of
$70.8
million (2021: $12.6 million) is not recognised as a liability as at 31 December 2022.
Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen
since 31 December 2022 that has significantly affected or may significantly affect:
•
the Group’s operations in future financial years;
•
the results of those operations in future financial years; or
•
the Group’s state of affairs in future financial years.
Other information
The following information, contained in other sections of this Annual Report, forms part of this Directors’ Report:
•
Operating and Financial Review details on pages 48-64 inclusive in the Annual Report;
•
Remuneration Report from pages 74-91; and
•
Auditor’s Independence Declaration on page 92.
This Report is made in accordance with a resolution of the Directors of the Company and is dated 23 February 2023.
David Moffatt
Chairman
Ventia Annual Report 2022 73
Remuneration Report
74 Ventia Annual Report 2022
Letter from the Chair of People and Remuneration Committee
Dear Shareholders
On behalf of the Directors of Ventia Services Group Limited (Ventia or Company), I am pleased to present the Remuneration Report
(Report) for Ventia for the year ended 31 December 2022 (FY22).
The Report describes the Group’s Director and Executive remuneration frameworks and how they contribute to the execution of
our business strategy and support our values.
FY22 Executive remuneration framework
Last year marked a significant milestone for Ventia, with the Company listing on the Australian Securities Exchange and
New Zealand’s Exchange.
Since listing, Ventia’s Executive remuneration framework remains driven by the same purpose: to facilitate long-term sustainable
growth for Ventia’s shareholders and align our Executives to value creation. To facilitate this, as set out in last year’s Report, Ventia
implemented the following changes in FY22:
•
Short-term incentive (STI): 25% of awards deferred into equity, delivered over two years;
•
Long-term incentive (LTI): delivered over five years via share appreciation rights (SARs); and
•
Minimum shareholding requirements: equivalent to 100% of base fees for Non-Executive Directors (NEDs), 200% of fixed
remuneration for the Managing Director and Group Chief Executive Officer (CEO) and 100% of fixed remuneration for the
Chief Financial Officer (CFO).
Our approach remains focused on ensuring levels of remuneration and the remuneration framework are market-competitive
and sufficient for the attraction, motivation and retention of suitably qualified individuals focused on Ventia’s strategic priorities.
This is particularly the case given the challenging talent market conditions.
Further details on the structure of Ventia’s Executive remuneration framework are set out in Section 4 of the Report.
Link between performance and remuneration outcomes
Ventia’s FY22 STI performance is primarily assessed against our safety, financial, strategic initiatives and sustainability measures.
•
Ventia’s safety performance measured against forward-looking and backward-looking measures was strong and clearly
reinforces our number-one brand promise of ‘safety and health above all else’.
•
Our performance assessed against our key financial measures was also strong. Performance exceeded all three financial
measures underlying the prospectus forecasts. Performance assessed against our STI financial measures were slightly below
target for NPATA and free cash flow.
•
Performance was below our threshold target with respect to our key strategic initiative measure focused on cross selling.
•
Performance exceeded our maximum target with respect to our sustainability measure of carbon emissions intensity.
This performance resulted in STI outcomes for our CEO and CFO of 107.4% of target (71.6% of maximum). Further details
on the link between performance and STI outcomes is set out in Section 3.3.1 of the Report.
Ventia’s LTI plan is subject to a pre-grant assessment based on past performance against key longer-term measures being:
•
Work in hand as at 31 December 2022;
•
Pro forma cash conversion ratio, being the combined ratio of FY21 and FY22; and
•
Earnings per share (EPS) compound annual growth rate (CAGR) for FY20 to FY22.
Whilst EPS CAGR performance exceeded the maximum LTI target, performance in relation to work in hand and pro forma cash
conversion ratio were between threshold and target. This resulted in an overall outcome slightly above target (101.7% of target)
and delivered an LTI award of 76.3% of maximum for both the CEO and CFO.
The LTI awards will be delivered to our Executives in SARs. These vest in equal tranches over two, three and four years subject to
return on equity (ROE) performance and additional sale restrictions. Given the nature of the SARs, value is only delivered to the
Executives if there is share price growth over the vesting periods. Further details on the link between performance and LTI awards
is set out in Section 3.3.2 of the Report.
No changes to fixed remuneration levels for Key Management Personnel (KMP) or NED fees were made during FY22 and no changes
are anticipated for FY23.
Ventia Annual Report 2022 75
Legacy Ventia Executive Incentive Plan
Prior to listing, an Executive Incentive Plan (EIP) was in place, designed to promote long-term shareholder alignment as well as
to attract, motivate and retain those whose contributions are important to the Company’s success. During the year, 1,780,943 EIP
shares vested under the EIP to KMP. The legacy EIP will continue to run until 1 January 2026.
Further details are provided in Section 4.4 of the Report.
FY23 remuneration
The Board continues to monitor and adjust our Executive remuneration framework so that it continues to evolve to support our
strategy. In this context, from FY23:
•
To provide for stronger shareholder alignment, the component of STI deferred will increase to 50% of the award; and
•
To promote a longer-term view, under our LTI we will continue to move to rolling three-year averages to targets affecting initial
grants of SARs.
On behalf of the Directors, we look forward to welcoming you and receiving your feedback at our forthcoming Annual General
Meeting.
Your sincerely
Sibylle Krieger
Chair, People and Remuneration Committee
76 Ventia Annual Report 2022
REMUNERATION REPORT
The Board of Directors of Ventia Services Group Limited (Company or Ventia) present the Remuneration Report (Report)
prepared in accordance with section 300A of the Corporations Act 2001 for the Company and its controlled entities for the year
ended 31 December 2022 (FY22).
1. Key Management Personnel
This Report outlines the remuneration strategy, framework and other conditions of employment for the Key Management
Personnel (KMP) of Ventia for FY22. For the purpose of this Report, KMP are those persons having authority and responsibility for
planning, directing and controlling the major activities of Ventia, directly or indirectly, including any Director.
Details regarding the KMP covered by this Report are outlined below:
NamePositionTerm as KMP
Non-Executive Directors
David MoffattChairman, Non-Executive DirectorFull year
Jeff ForbesLead Independent Non-Executive Director, Chair of the Nominations CommitteeFull year
Lynne SaintIndependent Non-Executive Director, Chair of the Audit and Risk CommitteeFull year
Sibylle KriegerIndependent Non-Executive Director, Chair of the People and Remuneration CommitteeFull year
Anne UrlwinIndependent Non-Executive Director, Chair of the Safety and Sustainability CommitteeFull year
Kevin CroweNon-Executive Director, Chair of the Work Winning and Tender CommitteeFull year
Robert Cotterill*Non-Executive DirectorPart year
Ignacio Segura Surinach*Non-Executive DirectorPart year
Executives
Dean Banks**Managing Director and Group Chief Executive Officer Full year
Stuart HooperChief Financial Officer Full year
*
On 31 March 2022, Robert Cotterill and Ignacio Segura Surinach resigned from their positions as Non-Executive Directors of the Company.
** On 14 June 2022, it was announced that Dean Banks would be appointed as Managing Director and Group Chief Executive Officer.
Ventia Annual Report 2022 77
2. Overview of Executive Remuneration at Ventia for FY22
2.1 Overview of the remuneration objectives
The remuneration framework is underpinned by objectives that guide decisions and design. Key objectives are outlined below:
Provide for strong
shareholder
alignment
Drive appropriate
behaviours and support
desired culture
Be market-competitive
to attract, motivate and
retain talent
Support delivery of
business strategy
Be simple and
transparent
2.2 Executive remuneration framework snapshot
The remuneration framework for FY22 comprised three elements that each had a different way of driving Executive performance.
FY22 was a transformative year for Ventia, and the remuneration framework supported the transition and aligned Executives with
the desired outcomes.
The three main elements are outlined below:
Fixed remuneration (FR)Short-term incentive (STI)Long-term Incentive (LTI)
PurposeAttract and retain top talent
and reward for day-to-day
activities
Reward for performance against
challenging annual objectives
Align the interests of Executives
to the long-term strategy of
the
Company
Delivery
mechanism
CashCash (75%)
Rights (25%)
Share Appreciation Rights
Performance
measures
n/a – contractual entitlementA mix of safety, financial, strategic
initiatives and sustainability
measures
Performance affecting grant: work
in hand, pro forma cash conversion
ratio and EPS CAGR
Performance affecting vesting:
share price growth and ROE
thresholds
% of fixed
remuneration
n/a
CEOCFO
Target85%60%
Maximum
150% of
target
127.5%90%
CEOCFO
Maximum100%80%
Timeframe before
reward is realised
ImmediateCash – after end of year 1
Rights – 50% vesting at end of
year 2 and 50% vesting at end
of year 3
5 years in total: 1-year performance
year determining grant of SARs with
tranches vesting 2, 3 and 4 years
from end of FY22. A further 1-year
sales restriction applies after each
vesting
78
Ventia Annual Report 2022
REMUNERATION REPORT
The following graphs show the FY22 pay mix at maximum performance for the CEO and CFO. The actual pay awarded will be
subject to the performance against set targets.
CEO CFO
FR
31%
LTI
31%
STI
38%
FR
37%
LTI
30%
STI
33%
3. Link Between Company Performance And Remuneration Outcomes
The Board considers the link between remuneration and Company performance to be of critical importance. The Board is
committed to providing shareholders with transparent information regarding the link between Company performance and
Executive remuneration outcomes.
3.1 2022 Performance highlights
Total Revenue
$5,167.5m
Pro Forma EBITDA
$419.8m
Pro Forma EBITDA %
8.1%
13.4% on FY21
10.5% on FY21
0.2pp on FY21
Pro Forma Cash Conversion Ratio
88.9%
Pro Forma NPATA
$179.6m
Work in hand
$17,963.5m
4.0pp on FY21
22.4% on FY21
7.1% on FY21
3.2 Overview of business performance
The table below outlines the Company’s financial performance for FY18 to FY22:
FY22FY21FY20FY19FY18
Issue price of IPO shares$1.70$1.70n/an/an/a
Closing share price on 31 December$2.41$2.00n/an/an/a
Dividends declared per share (cents)8.946.28–13.439.46
Statutory ($’m)
Total revenue
1
5,167.54,557.43,223.92,256.22,233.2
EBITDA
2
414.3312.2265.8235.8203.6
NPAT
3
191.219.528.062.170.1
Pro forma
5
($’m)
Total revenue5,167.54,577.44,591.94,803.84,754.5
EBITDA
2
419.8379.9354.5351.5354.1
NPATA
4
179.6146.8119.5101.5100.0
NPAT
3
162.8131.3106.082.078.6
1. From continuing operations. 2. Earnings before income tax, depreciation and amortisation (EBITDA). 3. Net profit after taxation (NPAT).
4. Net profit after taxation excluding amortisation of acquired intangibles (NPATA).
5. Pr
o forma information for FY18 to FY20 is as disclosed in the IPO prospectus.
Ventia Annual Report 2022 79
3.3 FY22 remuneration outcomes
The management team has contributed significantly to the performance of the Company for FY22 and their remuneration
outcomes reflect this contribution.
3.3.1. Short-term incentive outcomes – link to performance
In FY22, the overall NPATA threshold was met. The table below provides a summary of Ventia’s performance against the measures
set out in the STI scorecard for FY22 and outcomes for Executive KMP:
FY22 STI Scorecard Outcomes
Measure WeightingPerformance against measure
Weighted
outcomeComments
Safety –
Group
10%
ThresholdTarget
10.9%
MaximumThresholdTargetMaximumThresholdTargetMaximum
10.9%Ventia’s safety performance measured against forward-
looking indicators (leader learning conversations) and
backward-looking indicators (total recordable injury
frequency rate (TIFR)) was slightly above target.
Financial –
Group
80%
89%
ThresholdTargetMaximum
89.0%Performance assessed against our key financial
measures was slightly above target on aggregate
albeit
performance was slightly below target NPATA
and free cash flow.
Strategic
Initiatives
5%
0%
ThresholdTargetMaximum
0.0%Performance was below our threshold target with
respect to our key strategic initiative measure focused
on cross selling.
Sustainability 5%
ThresholdTarget
7.5%
Maximum
7.5%Performance exceeded our maximum target with
respect to our sustainability measure of carbon
emission intensity (tonnes/revenue ($’m)).
Outcome107.4% of target/76.3% of maximum achieved through the scorecard
Based on the above, the table below presents the STI awarded to Executive KMP with respect to performance in FY22:
Target $Maximum $Awarded $
% of Target
Awarded
% of
Maximum
Awarded
% of
Maximum
Forfeited
Dean Banks (CEO)1,147,5001,721,2501,232,415107.4%71.6%28.4%
Stuart Hooper (CFO)480,000720,000515,520107.4%71.6%28.4%
Further details on the operation of the STI plan is set out in Section 4.2.
80 Ventia Annual Report 2022
REMUNERATION REPORT
3.3.2. Long-term incentive outcomes – link to performance
The FY22 performance year determines the value of LTI awards to be granted under the 2022 LTI. The table below provides
a summary of Ventia’s performance against the measures set out in the LTI scorecard for FY22 and subsequent weighted
performance outcome of the LTI:
FY22 LTI Scorecard Outcomes
Measure
FY22
TargetWeightingPerformance against measure
Weighted
outcomeComments
Work in
hand
1
($’m)
18,11533.33%
ThresholdTarget
24.1%
MaximumThresholdTargetMaximumThresholdTargetMaximum
24.1%Work in hand performance was
between threshold and target.
Pro forma
cash
conversion
ratio
2
(%)
92.5%33.33%
18.9%
ThresholdTargetMaximum
18.9%Pro forma cash conversion ratio
performance was between threshold
and
target.
EPS CAGR
3
(%)
7.5%33.33%
33.3%
ThresholdTargetMaximum
33.3%EPS CAGR performance exceeded the
maximum LTI target.
Outcome76.3% of maximum achieved through the scorecard
1. Work in hand is defined as comprising i) the future revenue from contracted projects with agreed volumes and scope, and ii) an estimate of future revenue that is
likely to be generated from contracted projects where the project scope and volumes are variable.
2. Pro forma cash conversion ratio will be measured by pro forma operating cash flow divided by pro forma EBITDA for FY21 and FY22 combined.
3. EPS CAGR will be measured by the growth in EPS from FY20 to FY22.
Performance against the LTI scorecard resulted in 76.3% of maximum LTI opportunity for the CEO (or 76.3% of fixed remuneration)
and 76.3% of maximum LTI opportunity for the CFO (or 61.0% of fixed remuneration).
The LTI awards are delivered to our Executives in SARs. To minimise fluctuations in the number of instruments to be granted year-
on-year and provide consistency to Executives and transparency to shareholders, the number of SARs to be granted is determined
based on a set market valuation, being 35% of Ventia’s share price at grant. This share price will be calculated based on a 10-day
Volume Weighted Average Price (VWAP) of the share price at the time immediately after the release of Ventia’s annual financial
statements for FY22.
Subsequent to the end of the initial performance period, SARs vest in equal tranches over two, three and four years subject to
threshold 15% ROE performance and additional sale restrictions. Given the nature of the SARs, value is only delivered to the
Executives if there is share price growth over the vesting period.
Further details on the operation of the LTI plan is set out in Section 4.3.
4. Executive Remuneration Structure
The FY22 remuneration framework was comprised of fixed remuneration, STI and LTI. The STI and LTI plans were designed to not
only reward Executives for short-term performance, but to align the interests of shareholders and Executives by continuing to
provide an equity interest in the Company.
In order to ensure the market competitiveness of remuneration arrangements upon transition to a listed environment, remuneration
has been determined by reference to a group of comparator companies of similar size and complexity and in similar industries.
Specifically, the primary comparator group comprises companies with a 12-month market capitalisation within the projected
market capitalisation parameters for the Company, included within the infrastructure, utilities, materials and energy sectors.
4.1 Fixed remuneration
As set out in last year’s Report, based on the benchmarking outcomes prior to listing, the CEO and CFO’s fixed remuneration levels
were adjusted effective 1 January 2022, reflective of Ventia’s remuneration positioning policy and the additional responsibilities of
these key roles in the listed environment. No further changes to KMP fixed remuneration levels were made in FY22 and no changes
are anticipated for FY23.
Ventia Annual Report 2022 81
4.2 Short-term incentive plan
Outlined below is an overview of the operation of the STI plan from FY22. The STI plan has been designed to ensure there is a clear
focus on the short-term financial and non-financial performance of the Company.
STI illustration
Year 0Year 1Year 2Year 3
Performance period:
One year
Deferral period: One year (50%)
% of STI awarded in cash
% deferred into
restricted rights
Vesting of
restricted rights (50%)
Vesting of
restricted rights (50%)
Deferral period: Two years (50%)
202220232024
TermDescription
OpportunityCEO: 85% of fixed remuneration at target
CFO: 60% of fixed remuneration at target
The maximum STI opportunity is 150% of target.
Performance
measures
Subject to meeting an overall NPATA threshold, performance will be assessed against performance
measures as follows:
MeasuresWeighting
Safety – Group (10%)
TRIFR5%
Leader Learning Conversations5%
Financial – Group (80%)
NPATA35%
Free cash flow25%
Revenue secured20%
Strategic Initiatives (5%)Cross selling5%
Sustainability (5%)Carbon Emission Intensity5%
The Board may modify performance outcomes should there be a fatality and/or a material environmental,
social and governance event during the year including modifying overall STI outcomes to zero in
appropriate circumstances.
Performance
assessment
The STI payment will be determined by performance against the individual objectives (i.e. the outcome of
each objective is calculated independently subject to thresholds).
Deferral25% of the STI outcome in relation to FY22 will be deferred provided the overall STI award is at least
$100,000. This will increase to 50% for FY23.
STI deferrals will be into restricted rights, subject to a vesting period of one year (50% of deferred award)
and two years (50% of deferred award). Dividends or dividend equivalents will be payable on vested
restricted rights.
82
Ventia Annual Report 2022
REMUNERATION REPORT
4.3 Long-term incentive plan
In consultation with shareholders, Ventia developed a fit-for-purpose LTI plan for FY22 that is strongly aligned with the delivery of
the Company’s strategy. The plan is designed to promote long-term shareholder value creation as:
1. Delivery via SARs promotes strong focus on shareholder alignment by only rewarding Executives for share price growth and
dividends (to the extent the SARs vest and there has been share price growth);
2.
Performance in the year prior to the LTI being granted (which will over time build to a three-year rolling average) will moderate
the actual LTI value to be awarded to Executives, thereby ensuring that the awards granted are not excessive and are set in the
context of the Company’s overall performance;
3. A fixed and transparent allocation value of 35% of Ventia’s VWAP will apply to determine the number of SARs actually granted
each year, minimising fluctuations that might otherwise occur if a more variable annual Black-Scholes allocation value were to
apply. In setting the allocation value, the Board considered a formal fair value approach and the 35% allocation basis selected.
The 35% allocation basis results in a lower number of SARs being granted to participants;
4.
A threshold level of 15% ROE performance must be met before any vesting can occur to ensure long-term financial
sustainability objectives are met; and
5. Progressive time vesting over four years provides Executives with ‘skin in the game’, with the additional sale restriction
promoting long-term value creation and talent retention.
Outlined below is an overview of the operation of the LTI plan for FY22:
LTI illustration
Year 0Year 2Year 3Year 1Year 4Year 5Year 6
(1/3rd of LTI grant) 2 year vesting period.
Threshold performance assessed against ROE
Sale restriction:
one year
(1/3rd of LTI grant) 3 year vesting period.
Threshold performance assessed against ROE
Sale restriction:
one year
(1/3rd of LTI grant) 4 year vesting period.
Threshold performance assessed against ROE
Sale restriction:
one year
Grant of (SARs):
Based on (performance outcome x LTI opportunity)
/allocation value (35% of face value)
Vesting of SARs
subject to sales
restriction
Vesting of SARs
subject to sale
restriction
Vesting of SARs
subject to sale
restriction
Performance period:
Rolling 3 year period
Assessed against
annual scorecard
(work in hand,
pro forma cash
conversion ratio,
EPS CAGR)
202220232024202520262027
Ventia Annual Report 2022 83
TermDescription
Opportunity
(maximum)
CEO: 100% of fixed remuneration
CFO: 80% of fixed remuneration
LTI grant valueThe LTI grant value (expressed as a percentage of individual’s maximum LTI opportunity) is based on an
assessment of measures relating to performance affecting the grant (see below), based on the following:
Performance achievedLTI grant value (% of maximum LTI opportunity)
Below thresholdZero
Threshold50% *
Target75% *
Maximum100%
* LTI grant value assessed on straight-line basis between threshold and target, and target and maximum.
Vehicle SARs, which provide a right to be allocated a number of fully paid ordinary shares in Ventia at a future date,
based on the difference in share price across the applicable vesting periods and the value of any dividends
paid over the vesting period provided there has been share price growth.
Allocation
methodology
The number of SARs granted will be determined based on a set market valuation, being 35% of Ventia’s
VWAP at grant.
Performance
period
Performance affecting grant: Three-year rolling average (transitioned in relation to FY22 and FY23 grants
as a three-year rolling average will not be available).
Performance
measures
Performance affecting grant
•
Work in hand (33.33%)
•
Pro forma cash conversion ratio (33.33%)
•
Earnings per share (EPS) compound annual growth rate (CAGR) (33.33%)
Performance affecting vesting
•
Longer-term performance will be assessed against ROE threshold performance measure of 15%
(i.e. subject to a minimum level of acceptable performance)
Vesting period After the one-year performance period affecting grant, SARs vest in three equal tranches after a further
two, three and four years, subject to threshold ROE performance. Including the annual performance period
affecting grant, nothing is available to vest until after a minimum of three years.
Allocation priceBased on a 10-day VWAP of the share price at the time immediately after the release of Ventia’s annual
financial statements for FY22.
Reference share
price at vesting/
exercise
Based on a VWAP at the end of the relevant vesting period (i.e. two, three or four years following the
performance year) plus dividends paid over each of the relevant vesting periods. Dividends are only
considered as part of the reference share price at vesting if there has been share price growth over the
relevant vesting period.
SettlementSARs are automatically exercised at the end of performance/vesting period resulting in restricted shares.
Sale restrictionOne year following the end of each of the relevant vesting periods.
84
Ventia Annual Report 2022
REMUNERATION REPORT
4.4 Legacy Ventia Executive Incentive Plan
Executive Incentive Plan
Ventia has a legacy incentive plan in place, the Executive Incentive Plan (EIP). No grants were made to KMP under the EIP in FY22
and no future grants are contemplated.
The following table summarises additional information for the EIP legacy arrangements that applied to Executive KMP in FY22:
FeatureDescription
Eligibility
Limited to select permanent employees, as determined by the Board, based on annual invitation
OpportunityCEO
•
Tranche 1: 3,000,000 EIP shares
•
Tranche 2: 3,000,000 EIP shares
•
Tranche 3: 3,000,000 EIP shares
CFO
•
250,000: Co-invest EIP shares which vested in previous years
•
Tranche 1: 974,705 EIP shares
•
Tranche 2: 542,829 EIP shares
•
Tranche 3: 542,829 EIP shares
Vehicle
EIP shares which converted to ordinary shares on completion of the IPO
Performance
measures
•
Time-based vesting for a portion of the EIP shares
•
30-day VWAP of the listed share price for a portion of the EIP shares
Vesting conditions
Tranche 1: Time-based vesting
Tranche 2: Time-based vesting
Tranche 3: vests after the escrow period has expired
(anticipated to be around February 2023) and the
following conditions are met:
•
50% of EIP shares vest upon completion of any
30-day period after the escrow period has expired
where the VWAP exceeds $1.94
•
50% of EIP shares vest upon completion of any
30-day period after the escrow period has expired
where the VWAP exceeds $2.94
Tranche 1: Time-based vesting
Tranche 2: Time-based vesting
Tranches 3: vests after the escrow period has expired
(anticipated to be around February 2023) and the
following conditions are met:
•
50% of EIP shares vest upon completion of any
30-day period after the Escrow period has expired
where the VWAP exceeds $1.94
•
50% of EIP shares vest upon completion of any
30-day period after the escrow period has expired
where the VWAP exceeds $2.94
Vesting period
•
Tranche 1: 33.3% vested as at 31 December 2022.
The remaining shares will vest annually over two
years through to 1 January 2024
•
Tranche 2: 20% vested as at 31 December 2022.
The remaining shares will vest annually over four
years through to 1 January 2026
•
Tranche 3: following the escrow period, the EIP
shares will vest when the 30-day VWAP is above
the targets set above
•
Tranche 1: 75% vested as at 31 December 2022
and 25% will vest on expiry of the escrow period
•
Tranche 2: 66.6% vested as at 31 December 2022
and 33.3% will vest on 31 March 2023
•
Tranche 3: following the escrow period, the
EIP shares will vest when the 30-day VWAP is
above the targets set above
During FY22, the hurdles relating to 1,000,000 (Tranche 1) and 600,000 (Tranche 2) of Mr Banks’ total EIP shares were met.
During FY22, the hurdles relating 180,943 (Tranche 2) of Mr Hooper’s total EIP shares were met.
There was no other vesting of the EIP for KMP.
Ventia Annual Report 2022 85
5. Executive Service Agreements
The following table outlines the summary terms of employment for the CEO and CFO:
PositionTerm of Agreement
Notice Period
by Executive
Notice Period
by CompanyMaximum Termination Benefits
CEOOpen9 months9 months12 months fixed remuneration
CFOOpen6 months6 months12 months fixed remuneration
6. Non-Executive Director Fees
NEDs receive a base fee for their contribution to the Board and an additional fee for participation in Board Committees (excluding
the Board Chair who does not receive any Committee fees). NEDs do not participate in any incentive plans or receive any
retirement benefits other than statutory superannuation contributions.
NED fees are reviewed annually by the People and Remuneration Committee having regard to companies operating in similar industries
to Ventia. The following table sets out NED fees for FY22 (exclusive of superannuation). There is no increase to NED fees for FY23.
CommitteeChair $Member $
Board350,000180,000
Audit, Risk and Compliance Committee 35,00015,000
Nominations CommitteeNo feeNo fee
People and Remuneration Committee25,00015,000
Safety and Sustainability Committee25,00015,000
Work Winning and Tender Committee 25,00015,000
Nominee directors of the two major shareholders do not receive Board membership or Committee fees.
Total fees paid to NEDs in FY22 remained within the aggregate annual fee pool of $2,000,000.
Following the listing, NEDs may elect to sacrifice part or all of their base fee to acquire share rights to assist with meeting their
minimum shareholding requirements (see Section 7.2). Any such share rights will be issued consistent with the terms which apply
under the Executive remuneration framework and each share right will automatically convert into a share at the end of a specified
period as determined by the Board at the time of issue. The number of share rights to be issued will be calculated by dividing the
amount of base fee that the NED wishes to sacrifice by the VWAP of ordinary shares for the one month prior to the grant date of
share rights.
7. Remuneration Governance
7.1 Roles and responsibilities
The Board oversees the management of Ventia’s business and interacts with different bodies to ensure the appropriate governance
of the Company. Accordingly, the Board has created a framework for managing the Company, including adopting relevant internal
controls, risk management processes and corporate governance policies and practices which it believes are appropriate for the
Company’s business and which are designed to promote the responsible management and conduct of the Company. Below is an
overview of the governance framework:
86 Ventia Annual Report 2022
REMUNERATION REPORT
Board
The Board is responsible for the
overall operation and stewardship
of the Company and provides input
to and approval of the Company’s
strategic direction and budgets as
developed by management.
The responsibilities of the Board in
regards to remuneration governance
include appointing, and evaluating
from time to time the performance of,
determining the remuneration of, and
planning succession of, the CEO and
senior Executive team.
Management
The role of management is to support the Board with making
remuneration related decisions.
Management provides the Board with the relevant information
and analysis required to support decision making, this includes for
remuneration related considerations.
External consultants
The People and Remuneration Committee, as well as management,
may seek external support for remuneration related activities.
Remuneration consultants support the Board in making remuneration
decisions that are in the best interests of Ventia and its shareholders.
People and Remuneration Committee
The objective of the 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
Committee’s responsibilities include reviewing the progress of the Company’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.
7.2 Minimum shareholding requirements
Minimum shareholding requirements (MSRs) are put in place to help ensure there is alignment between the interests of the
Directors, other KMP and shareholders. MSRs for FY22 for NEDs and Executives are outlined below:
PositionMinimum Shareholding RequirementsTiming to Meet Requirements
NED100% of base fees3 years*
CEO200% of fixed remunerationImmediately**
CFO100% of fixed remunerationImmediately**
* The Board retains discretion as to the approach taken where NEDs do not meet the MSR within the required period.
** Given significant shareholdings obtained through the conversion of EIP shares to Ventia Services Group Limited ordinary shares at the time of the IPO, MSRs for
Mr Banks and Mr Hooper are effective immediately. For future appointments, the timing to meet MSRs for both the CEO and CFO is five years.
7.3 Use of remuneration consultants
During FY22, Ventia engaged with external consultants but did not receive any remuneration recommendations as defined in
section 9B of the Corporations Act 2001.
Ventia Annual Report 2022 87
7.4 Other provisions
TermDescription
Hedging
provisions
Executives and NEDs are prohibited from trading financial products while in possession of material non-
public information, and from hedging their exposure to vested or unvested Ventia equity.
ClawbackThe Board may make a determination in its absolute discretion on how a participant’s incentive award
(Award) will be treated, such as deeming the Award has lapsed or has been forfeited, where (without
limitation), in the opinion of the Board, a participant:
•
Has acted fraudulently, dishonestly or engaged in serious misconduct;
•
Breached his or her duties, responsibilities or obligations to any Group company; or
•
There occurs any other circumstance, which the Board has determined in good faith provides grounds
for the Board to exercise its discretion for the treatment of a participant’s Awards.
Change of controlWhere there is a change of control event, Ventia may determine, subject to the ASX Listing Rules, with
respect to each Award, that:
•
Awards, to the extent not fully vested, will become vested and exercisable in full or in part;
•
Options (if any) may be exercised within a specific period only, or otherwise they will lapse; and
•
The Company, on behalf of the participant, will direct any trustee to transfer trust shares into the
participant’s name.
Cessation of
employment
The treatment of Awards on ceasing employment will depend on the circumstances of cessation.
Unvested Awards
•
Good leaver: Unless the Board determines otherwise, Awards will remain on foot, subject to
achievement of performance-related vesting conditions.
•
Bad leaver: all Awards will lapse.
Vested Awards
•
Participants will continue to hold shares that have been awarded.
8. Additional Statutory Disclosures
8.1 Statutory remuneration outcomes for KMP
8.1.1. Executive remuneration
The table below provides the statutory remuneration disclosures for Executive KMP in FY22 and FY21. Amounts are prepared in
accordance with Australian Accounting Standards.
Short-term
benefits
Post -
employment
benefits
Long-term
benefits
Executive
KMP
Year
Salary
and fees
$
Awarded
cash STI
$
Other
cash
bonus
$
Non-
monetary
benefits
$
Annual
leave
$
Super-
annuation
$
Equity
awards
$
Long
service
leave
$
Tota l
$
%
at
risk
Dean
Banks
1,2
FY22
1,325,570924,311–16,26372,54424,4301,886,0734,4664,253,65766.1
FY21
1,136,1611,008,900540,000107,19379,46263,8391,208,011 –4,143,56653.5
Stuart
Hooper
FY22
775,570386,640–4,290(25,920)24,430219,48031,8721,416,36242.8
FY21
676,432392,350–1,96440,15823,568140,74332,6331,307,84840.7
Tota l
FY22
2,101,1401,310,951–20,55346,62448,8602,105,55336,3385,670,01960.3
FY21
1,812,5931,401,250540,000109,157119,62087,4071,348,75432,6335,451,41450.4
1. Other cash bonus refers to a “keep whole” sign-on bonus on joining the Company.
2. Non-monetary benefits for FY21 included temporary housing, home leave and tax advice in relation to Mr Banks’ relocation to Australia.
88 Ventia Annual Report 2022
REMUNERATION REPORT
8.1.2. Remuneration paid to Non-Executive Directors
The table below outlines the remuneration paid to NEDs in FY22 and FY21:
Short-term benefits
Post-employment
benefits
Year
Director Fees
$
Non-monetary
benefits
$
Super-
annuation
$
Total
$
David Moffatt
1
FY22394,138–24,430418,568
FY21753,0251,96418,974773,963
Jeff Forbes
2
FY22244,138–24,430268,568
FY21123,507–12,351135,858
Lynne Saint
2
FY22244,138–24,430268,568
FY21118,740–11,874130,614
Sibylle Krieger
2
FY22234,468–24,032258,500
FY21113,699–11,370125,069
Anne Urlwin
2
FY22234,468–24,032258,500
FY2188,0823,2538,808100,143
Kevin Crowe
3
FY22––––
FY21–––
Robert Cotterill
3,4
FY22––––
FY21––––
Ignacio Segura Surinach
3,4
FY22––––
FY21––––
Tota lFY221,351,350–121,3541,472,704
FY211,197,0535,21763,3771,265,647
1. Prior to listing, Mr Moffatt’s remuneration was based on a consultancy arrangement.
2. Each of the independent NEDs was paid for preparatory work undertaken by them in the period prior to the IPO pro-rata on the same fee basis as if they had been
appointed Directors and members/chairs of their relevant Board Committees during that period. The table above reflects the total amounts paid or payable to the
Directors for FY21.
3.
Nominee dir
ectors of the two major shareholders do not receive Board membership or Committee fees.
4. On 31 March 2022, Robert Cotterill and Ignacio Segura Surinach resigned from their positions as NEDs.
Ventia Annual Report 2022 89
8.2 Equity instruments: KMP ordinary share holding
8.2.1. Ordinary share holdings in Ventia for FY22
The table below outlines ordinary share holding of KMP in FY22 and FY21:
FY22
Name
Balance at
Start of Year
Acquired
on MarketOther
Balance at
End of Year
Non-Executive Directors
David Moffatt
1,2
9,962,179––9,962,179
Jeff Forbes
2
126,470––126,470
Lynne Saint
2
88,235––88,235
Sibylle Krieger105,882––105,882
Anne Urlwin106,955––106,955
Kevin Crowe ––––
Robert Cotterill
3
58,823–(58,823)–
Ignacio Segura Surinach
3
––––
Executives
Dean Banks
2,4
9,000,000––9,000,000
Stuart Hooper
2,5
2,310,363––2,310,363
Tota l21,758,907–(58,823)21,700,084
FY21
Name
Balance at
Start of Year
Acquired
on MarketOther
Balance at
End of Year
Non-Executive Directors
David Moffatt
1,2
––9,962,1799,962,179
Jeff Forbes
2
–126,470–126,470
Lynne Saint
2
–88,235–88,235
Sibylle Krieger–105,882–105,882
Anne Urlwin–106,955–106,955
Kevin Crowe ––––
Robert Cotterill
3
–58,823–58,823
Ignacio Segura Surinach
3
––––
Executives
Dean Banks
2,4
––9,000,0009,000,000
Stuart Hooper
2,5
––2,310,3632,310,363
Tota l–486,36521,272,54221,758,907
1. Mr Moffatt’s fully vested EIP shares were converted to ordinary shares on completion of the IPO and are in escrow until February 2023 free from further vesting conditions.
2. Includes shares held indirectly through a nominee or agent (e.g. family trust).
3. On 31 March 2022, Robert Cotterill and Ignacio Segura Surinach resigned from their positions as NEDs. In FY22, the balance represents share holding at the date
of
resignation.
4.
Mr Banks’ EIP shar
es were converted to ordinary shares on completion of the IPO and remain in escrow. Of these, 7,400,000 remain subject to vesting conditions
as described in Section 4.4.
5. Mr Hooper’s EIP shares were converted to ordinary shares on completion of the IPO and remain in escrow. Of these, 967,449 remain subject to vesting conditions
as
described in Section 4.4.
90 Ventia Annual Report 2022
REMUNERATION REPORT
8.3 Other transactions
Ventia Services Group Limited’s two largest shareholders are CIMIC Group Investments No.3 Pty Limited (a subsidiary of CIMIC
Group Limited) and AIF VIII Singapore Pte Limited (a subsidiary of Apollo Group Management Inc.). Mr Cotterill and Mr Segura
Surinach were nominee directors of CIMIC Group Limited. Mr Crowe is a nominee director of AIF VII Singapore Pte Limited. Related
party transactions between Ventia Services Group Limited and CIMIC Group Limited and AIF VII Singapore Pte Limited and their
related entities are described in Note 5.7 to the consolidated financial statements.
There were no other transactions entered into with KMP and their related parties during FY22.
Ventia Annual Report 2022 91
Auditor’s Independence Declaration
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Tel: +61 2 9322 7000
www.deloitte.com.au
23 February 2023
The Board of Directors
Ventia Services Group Limited
Level 8, 80 Pacific Highway
North Sydney, NSW 2060
Dear Board Members
A
Auuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo VVeennttiiaa SSeerrvviicceess GGrroouupp LLiimmiitteedd
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of
independence to the Directors of Ventia Services Group Limited.
As lead audit partner for the audit of the financial report of Ventia Services Group Limited for the year ended 31
December 2022, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
H Fortescue
Partner
Chartered Accountants
92 Ventia Annual Report 2022
Financial Report
for the year ended 31 December 2022
ANNUAL REPORT
Ventia Annual Report 2022 93
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income 95
Consolidated Statement of Financial Position 96
Consolida
ted Statement of Changes in Equity 97
Consolidated Statement of Cash Flows 98
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Basis of preparation 99
1.1
Basis of preparation 99
1.2 Significant accounting policies 99
1.3 Key estimates and judgements 101
2. Group performance
101
2.1 Revenue from continuing operations 101
2.2 Expenses 104
2.3
Segment disclosures from continuing operations 104
2.4 Net finance costs 107
2.5 Employee benefit expense 108
3. Assets and liabilities 108
3.1
Trade and other receivables 108
3.2 Inventories 109
3.3 Leases
109
3.4 Property, plant and equipment 113
3.5
Int
angible assets
114
3.6 Goodwill 115
3.7 Impairment of non-financial assets 116
3.8
Income tax 117
3.9 Trade and other payables 121
3.10
Employee benefit liabilities 122
3.11 Provisions 123
4. Capital structure, financing, and risk management 125
4.1 Earnings per share 125
4.2 Dividends 126
4.3
Share capital 126
4.4 Reserves 127
4.5 Cash and cash equivalents 132
4.6 Borrowings 133
4.7 Financial risk management 134
4.8
Commitments for capital expenditure 138
4.9 Receivable finance arrangements 139
5. Group structure 139
5.1 Business combinations 139
5.2
Equity accounted investments 141
5.3 Joint operations 142
5.4
Disc
ontinued operations
143
5.5 Subsidiaries 143
5.6
P
arent entity information
148
5.7
Related parties 149
6.
Other
150
6.1 Contingent liabilities 150
6.2
Auditors’ remuneration 151
6.3 Events after the reporting period 151
Directors’ Declaration 152
Independent Auditor’s Report 153
94 Ventia Annual Report 2022
FINANCIAL REPORT
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 December 2022
Note
2022
$’m
2021
$’m
Continuing operations:
Revenue2.15,167.54,557.4
Expenses2.2(4,756.7)(4,250.4)
Share of profits of joint ventures5.23.55.2
Earnings before interest, income tax, depreciation and amortisation414.3312.2
Depreciation expense3.3, 3.4(104.1)(108.9)
Amortisation expense3.5(55.0)(85.9)
Earnings before interest and income tax255.2117.4
Net finance costs2.4(33.9)(137.2)
Profit/(loss) before income tax 221.3(19.8)
Income tax (expense)/benefit3.8(30.1)14.7
191.2(5.1)
Discontinued operations:
Profit after income tax from discontinued operations5.4–24.6
Profit after income tax191.219.5
Earnings per share (cents)
Basic earnings per share 4.122.373.12
Diluted earnings per share 4.122.263.12
Earnings per share from continuing operations (cents)
Basic earnings per share 4.122.37(0.81)
Diluted earnings per share 4.122.26 (0.81)
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign exchange translation differences4.40.4(0.1)
Cash flow hedges:
– Gains arising on change in the fair value of hedging instruments4.413.054.3
– Cumulative gain reclassified to profit or loss4.4(3.4)(36.4)
– Income tax effect of items above4.4(2.9)(5.4)
Total cash flow hedges6.712.5
Other comprehensive income7.112.4
Total comprehensive income198.331.9
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying Notes to the Consolidated Financial Statements.
Ventia Annual Report 2022 95
Consolidated Statement of Financial Position
as at 31 December 2022
Note
31 December
2022
$’m
31 December
2021
$’m
Current assets
Cash and cash equivalents4.5280.0180.2
Trade and other receivables3.1820.0691.5
Current tax asset3.8–20.0
Inventories3.242.732.0
Derivative assets4.74.5–
Total current assets1,147.2923.7
Non-current assets
Trade and other receivables3.111.08.6
Equity accounted investments 5.25.84.9
Derivative assets4.75.2–
Deferred tax assets3.8235.4220.1
Right-of-use assets3.3124.5136.7
Property, plant and equipment3.4156.9166.6
Intangible assets3.577.6127.6
Goodwill3.61,095.41,093.2
Total non-current assets1,711.81,757.7
Total assets2,859.02,681.4
Current liabilities
Trade and other payables3.9974.6848.0
Derivative liabilities4.70.30.2
Employee benefit liabilities3.10157.6181.4
Provisions3.1154.053.4
Lease liabilities3.345.964.2
Current tax liability3.816.012.5
Total current liabilities1,248.41,159.7
Non-current liabilities
Trade and other payables3.921.123.5
Employee benefit liabilities3.1079.988.4
Provisions3.11157.2197.7
Derivative liabilities4.7–0.2
Lease liabilities3.386.678.2
Borrowings4.6744.9743.2
Total non-current liabilities1,089.71,131.2
Total liabilities2,338.12,290.9
Net assets520.9390.5
Equity
Share capital4.3374.5374.5
Reserves4.4(35.0)(48.1)
Retained earnings181.464.1
Total equity520.9390.5
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
96 Ventia Annual Report 2022
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
2022Note
Share Capital
$’m
Reserves
$’m
Retained
Earnings
$’m
Tota l
$’m
Balance at 1 January 2022374.5(48.1)64.1390.5
Total comprehensive income
Profit after income tax ––191.2191.2
Other comprehensive income –7.1–7.1
Total comprehensive income for the year–7.1191.2198.3
Transactions with owners
Dividend paid4.2––(75.5)(75.5)
Share-based payment expense4.4–2.0–2.0
Shares issued to employees4.4–4.01.65.6
Total transactions with owners for the year–6.0(73.9)(67.9)
Balance at 31 December 2022374.5(35.0)181.4520.9
2021Note
Share Capital
$’m
Reserves
$’m
Retained
Earnings
$’m
Tota l
$’m
Balance at 1 January 20212.6(11.7)42.833.7
Total comprehensive income
Profit after income tax ––19.519.5
Other comprehensive income for the year–12.4–12.4
Total comprehensive income for the year–12.419.531.9
Transactions with owners
Dividend paid4.2––(38.5)(38.5)
Share-based payment expense4.4–3.1–3.1
Issue of share capital from IPO
1
4.3364.8––364.8
Treasury shares purchased4.4–(4.5)–(4.5)
Net transfer from retained earnings to
reserves
4.4–(40.3)40.3–
Net transfer from reserves to share capital4.47.1(7.1)––
Total transactions with owners for the year371.9(48.8)1.8324.9
Balance at 31 December 2021374.5(48.1)64.1390.5
1. Net of related capital raising costs (after income tax) of $9.0 million in the initial public offering (IPO).
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
Ventia Annual Report 2022 97
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
Note
2022
$’m
2021
$’m
Cash flows from operating activities
Receipts from customers5,678.74,971.9
Payments to suppliers and employees(5,332.9)(4,726.0)
Dividends received from joint ventures2.69.2
Operating cash flow before interest and tax348.4255.1
Interest received1.61.0
Payments for the interest component of lease liabilities3.3.2(7.1)(8.2)
Interest and other costs of finance paid(27.3)(88.0)
Income tax paid(25.7)(35.3)
Net cash generated from operating activities4.5.2289.9124.6
Cash flows from investing activities
Proceeds from sale of property, plant and equipment4.03.2
Payments for business combination, net of cash acquired5.1(15.7)(0.2)
Proceeds from sale of subsidiary–89.2
Payments for acquisition of intangible assets(6.8)(9.3)
Payments for acquisition of property, plant and equipment(31.6)(27.0)
Net cash (used in)/generated from investing activities(50.1)55.9
Cash flows from financing activities
Proceeds from issue of new shares–373.8
Payments for purchase of treasury shares–(4.5)
Transaction costs on issue of shares–(12.9)
Proceeds from borrowings–750.0
Repayments of principal component of lease liabilities3.3.2(64.4)(63.8)
Repayments of borrowings–(1,384.6)
Settlement of derivatives –(56.8)
Borrowing costs paid–(7.4)
Dividends paid4.2(75.5)(38.5)
Net cash used in from financing activities(139.9)(444.7)
Net increase/(decrease) in cash and cash equivalents99.9(264.2)
Cash and cash equivalents at start of year180.2444.3
Effect of movements in exchange rates on cash and cash equivalents(0.1)0.1
Cash and cash equivalents at end of year 4.5280.0180.2
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
98 Ventia Annual Report 2022
CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of preparation
1.1 Basis of preparation
Ventia Services Group Limited (Company) is a for-profit company limited by shares, incorporated and domiciled in Australia.
The address of the Company’s registered office and principal place of business is:
Level 8, 80 Pacific Highway
North Sydney
NSW 2060, Australia.
The Consolidated Financial Statements as at and for the year ended 31 December 2022 comprise the Company and its subsidiaries
(together referred to as the Group and individually as Group entities).
The Consolidated Financial Statements were authorised for issue by the Board of Directors on 23 February 2023.
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and the Consolidated
Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing
hundreds of thousands of dollars in accordance with that Instrument, unless otherwise indicated.
The Consolidated Financial Statements have been prepared on the going concern basis. The Group generated positive net cash
from operating activities of $289.9 million (2021: $124.6 million) and has net assets of $520.9 million (2021: $390.5 million). The
Group is in a net current liability position of $101.2 million (2021: $236.0 million). The Group has current assets of $1,147.2 million
(2021: $923.7 million) which include cash at bank and on hand of $280.0 million (2021: $180.2 million). Further supporting
this position is a positive forecast operating net cash flow in 2023 and $400.0 million of undrawn borrowing facilities currently
available
to the Group.
The Consolidated Financial Statements have been prepared on the historical cost basis except for derivative financial instruments
which are measured at fair value.
The Consolidated Financial Statements are presented in Australian dollars which is the Company’s functional currency.
Certain
companies within the Group have different functional currencies.
The accounting policies have been applied consistently to all periods presented in the Consolidated Financial Statements.
The Consolidated Financial Statements are general purpose financial statements which have been prepared in accordance with
the Corporations Act 2001, and Australian Accounting Standards and Interpretations.
Compliance with Australian Accounting Standards ensures that the Financial Report complies with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently, this Financial Report
has been prepared in accordance with and complies with IFRS as issued by the IASB.
Certain comparative amounts have been re-presented to conform with the current year’s presentation to better reflect the nature
of the financial position and performance of the Group.
1.2 Significant accounting policies
1.2.1. Basis of consolidation
The Consolidated Financial Statements incorporate the assets, liabilities, and results of all subsidiaries as at and for the year ended
31 December 2022. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has
the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the
entity.
Results of controlled entities are included in the Consolidated Statement of Profit or Loss from the date control is obtained and
excluded from the date the entity is no longer controlled. Intragroup balances and transactions, and any unrealised gains or losses
arising from intragroup transactions, are eliminated in preparing the Consolidated Financial Statements.
1.2.2. Foreign currency
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (functional currency). The Consolidated Financial Statements are presented in Australian
dollars (AUD), which is the Company’s functional currency.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
Ventia Annual Report 2022 99
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
(ii) Foreign currency transactions (entities with a functional currency of AUD)
Foreign currency transactions are translated into AUD using the exchange rates at the dates of the transactions. Assets and
liabilities denominated in foreign currencies are translated to AUD at the reporting date at the following exchange rates:
Foreign Currency AmountApplicable Exchange Rate
Monetary assets and liabilitiesReporting date
Non-monetary assets and liabilities measured at historical costDate of transaction
Foreign exchange differences arising on translation are recognised in the Consolidated Statement of Profit or Loss in the year in
which they arise except:
•
Exchange differences on transactions entered to hedge certain foreign currency risks (refer to Note 4.7); and
•
Items noted within paragraph (iii) below.
(iii) Foreign operations (entities with a functional currency other than AUD)
The profit or loss and financial position of foreign operations are translated to AUD at the following exchange rates:
Foreign Currency AmountApplicable Exchange Rate
Revenues and expensesAverage for the year
Assets and liabilities, including goodwill and fair value adjustments
arising on consolidation
Reporting date
Equity itemsHistorical rates
The following foreign exchange differences are recognised in other comprehensive income:
•
Foreign currency differences arising on translation of foreign operations; and
•
Exchange differences arising from a monetary item receivable from or payable to a foreign operation, the settlement of which
is neither planned nor likely in the foreseeable future. These monetary items and related hedges are considered to form part of
the net investment in a foreign operation and are reclassified into the Consolidated Statement of Profit or Loss upon disposal of
the net investment.
1.2.3. Goods and services tax (GST)
Revenue, expenses, and assets are recognised net of GST, except where the GST incurred is not recoverable from the taxation
authority, in which case the GST is recognised as part of the expense or cost of the asset.
Receivables and payables are stated with the amount of GST included. The net amounts of GST recoverable from or payable to the
taxation authorities are included as a current asset or current liability in the Consolidated Statement of Financial Position.
Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis. The GST components of cash flows arising
from investing and financing activities which are recoverable from or payable to taxation authorities are classified as operating
cash flows.
1.2.4. New and amended standards adopted by the Group
The Group has applied new and revised accounting standards and amendments that are mandatorily effective for an accounting
period that begins on or after 1 January 2022, as follows:
•
AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018–2020 and Other Amendments;
•
AASB 2020-4 Amendments to Australian Accounting Standards – Covid-19-Related Rent Concessions and AASB 2021-3
Amendments to Australian Accounting Standards – Covid-19-Related Rent Concessions beyond 30 June 2021
•
AASB 2021-7 Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and
Editorial Corrections; and
•
AASB 2022-2 Amendments to Australian Accounting Standards – Extending Transition Relief under AASB 1.
These new and amended standard have not had any material impact on the disclosures or on the amounts recognised in the
Consolidated Financial Statements.
100 Ventia Annual Report 2022
1.2.5. Issued standards and interpretations not early adopted
Below is a list of the standards and amendments to standards on issue but not yet effective that are available for early adoption
and are applicable to the Group.
•
AASB 2020-1, AASB 2020-6 and AASB 2022-6 Amendments to Australian Accounting Standards – Classification of Liabilities as
Current or Non-current;
•
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates;
•
AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a
Single Transaction; and
•
AASB 17 Insurance Contracts.
These new or amended standards are not expected to have a significant impact on the Consolidated Financial Statements when
the standards are adopted.
1.2.6. Other accounting policies
Significant and other accounting policies that summarise the measurement basis used and are relevant to the understanding of
the Consolidated Financial Statements are provided throughout the notes.
1.3 Key estimates and judgements
In the application of the Company’s accounting policies, which are described below, the Directors of the Company are required
to make estimates and judgements about the carrying amounts of assets and liabilities that are not readily apparent from
other sources. Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectation of future events that may have a financial impact on the Group and are believed to be reasonable under
the circumstances. Actual results may differ from these estimates. Revisions to estimates are recognised in the year in which the
estimate is revised and in any future year affected.
Estimates and judgements made in the application of accounting standards that could have a significant effect on the
Consolidated Financial Statements with a risk of adjustment in the next year are as follows:
•
Revenue recognition (Note 2.1);
•
Impairment of non-financial assets (Note 3.7);
•
Income tax (Note 3.8);
•
Employee benefit liabilities (Note 3.10);
•
Provisions (Note 3.11); and
•
Business combinations (Note 5.1).
2. Group performance
2.1 Revenue from continuing operations
The Group generates its revenue from provision of services, which totals $5,167.5 million in 2022. Revenue of $3,867.0 million is
generated from contracts with a Schedule of Rates contract profile, $460.3 million is generated from contracts with a Fixed Price
contract profile, and $840.2 million is generated from contracts with a Cost Reimbursable contract profile.
Significant changes in contract assets and liabilities
Contract assets are balances due from customers under long term contracts as work is performed and therefore a contract asset
is recognised over the period in which the performance obligation is fulfilled. This represents the entity’s right to consideration for
the services transferred to date. Amounts are generally reclassified to trade receivables when these have been certified or invoiced
to a customer.
The amount of revenue recognised in 2022 from performance obligations satisfied (or partially satisfied) in previous years
is $5.7
million (2021: $31.3 million) and is mainly due to the changes in probability that a significant reversal of the revenue
recognised will not occur.
$195.6 million (2021: $201.5 million) of revenue was recognised in 2022 which was included in the contract liabilities balance as at
the beginning of the year.
Ventia Annual Report 2022 101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Significant Accounting Policies
Recognition and measurement
Revenue earned from the provision of services to entities outside the Group is presented net of the amount of GST.
The Group provides operations and maintenance services, soft and hard facilities management, environmental services,
minor capital works and other solutions.
There is no single contract type due to the considerable diversity of the services rendered. In general, the revenue is
recognised in the profit or loss as the services are provided, when the customer simultaneously receives and consumes the
benefits provided by the entity’s performance of the service as the entity performs.
The Group enters into client contracts with relatively long-term durations under various contract profiles including Schedule of
Rates, Fixed Price and Cost Reimbursable. These contract profiles are defined as:
Contract ProfileContract Profile Description
Schedule of Rates Contracts that predominantly have a combination of:
1. unit pricing; and
2.
v
ariable volume of works typically based on work activities or number of client assets maintained.
Overheads are often paid as a fixed monthly component of the fee.
Contracts for the delivery of recurring services where the fees chargeable to the client are subject
to an annual price escalation and/or where the fees chargeable are subject to a volume adjustment
mechanism are classified as Schedule of Rates.
Fixed PriceContracts that predominantly have a fixed price (subject to variations) for an agreed outcome,
meaning that the Group is paid for a proportion of works as they are performed, where the overall
price is fixed and is not affected by the cost of delivery.
Progress payments by the client are made either monthly or as a lump sum once a completion
milestone has been reached.
Cost ReimbursableContracts that are predominantly structured to pass the actual costs through to the client plus a
margin.
With respect to the method for recognising revenue over time (i.e. the method for measuring progress towards complete
satisfaction of a performance obligation), the Group has established certain criteria that are applied consistently for similar
performance obligations:
•
The majority of the Group’s contracts are contracts with Schedule of Rate profile where value is transferred to the customer
as the services are delivered. Therefore, in most cases revenue will be recognised using an output method with revenue
linked to the deliverables provided to the customer;
•
In Fixed Price contracts that provide highly interrelated goods or services to produce a combined output, the applicable
output method is that of surveys of performance completed to date (or measured units of production). Under this method,
the revenue recognised represents the amount of work performed, valued at unitary prices;
•
For contracts with Cost Reimbursable profile, where the Group acts as a principal, revenue will be recognised when the
underlying costs are incurred; and
•
Only in those contracts that are not for routine or recurring services, and where the unit price of the goods and services to
be performed cannot be determined, the percentage of completion measured in terms of the costs incurred (input method)
is used to recognise revenue.
102 Ventia Annual Report 2022
Significant Accounting Policies continued
Variable consideration
It is common for contracts to include performance bonuses or penalties assessed against the timeliness or cost effectiveness
of work completed or other performance related key performance indicators. Where consideration in respect of a contract
is variable, the expected value of revenue is only recognised when it is highly probable that a significant reversal of revenue
will not occur. The Group assesses these requirements on a periodic basis when estimating the variable consideration to be
included in the transaction price. The estimate is based on all available information including historic performance.
Contract modification
When a modification to an existing contract is approved, the Group first assesses whether it adds distinct goods or services to
the existing contract that are priced commensurate with the stand-alone selling prices for those goods or services. If this is the
case, then the modification is accounted for prospectively as a separate contract. If the pricing is not commensurate with the
stand-alone selling prices for the goods or services and the new goods or services are not distinct from those in the original
contract, then this is considered to form part of the original contract. Pricing is updated for the entirety of the revised contract
and any historic adjustments recorded as a result are recognised as a cumulative catch-up in profit or loss. If the pricing is not
commensurate with the stand-alone selling prices for the goods or services and the new goods or services are distinct from
those in the original contract then this is considered to represent the termination of the original contract and the creation of a
new contract which is accounted for prospectively from the date of modification.
Contract fulfilment costs
Costs incurred prior to the commencement of a contract may arise due to mobilisation/site set-up costs, feasibility studies,
environmental impact studies and preliminary design activities as these are costs incurred to fulfil a contract. Where these
costs are expected to be recovered, they are capitalised and amortised over the course of the contract consistent with the
transfer of service and asset to the customer. Where the costs, or a portion of these costs, are reimbursed by the customer,
the amount received is recognised as contract liabilities and allocated to the performance obligations within the contract and
recognised as revenue over the course of the contract.
Significant financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to
the customer represents a significant financing component. Therefore, the Group does not adjust any of the transaction prices
for the time value of money.
Onerous contracts
Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it. The onerous contracts provision is discounted using a pre-tax
rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Key Estimates and Judgements
As there is no single contract type, key estimates and judgements vary across contracts in the following areas:
•
Variable consideration linked to performance indicators;
•
Recoverability of claims and variations;
•
Determination of stage of completion;
•
Estimation of contract costs; and
•
Estimation of project completion date.
Ventia Annual Report 2022 103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
2.2 Expenses
2022
$’m
2021
$’m
Labour1,960.01,802.0
Subcontractors2,229.41,914.5
Materials367.2354.6
Other200.1179.3
Total expenses excluding interest, tax, depreciation and amortisation4,756.74,250.4
2.3 Segment disclosures from continuing operations
2.3.1. Operating segment reporting from continuing operations
Operating segments have been identified based on separate financial information that is regularly reviewed by the Group Chief
Executive Officer, who is also the chief operating decision maker (CODM). The identification of operating segments is based on
the nature of services provided. The Group operates in the following operating segments which are equivalent to its reportable
segments under AASB 8 Operating Segments:
Operating SegmentsSegment Description
Defence and Social Infrastructure Provides maintenance and support services to customers operating across defence,
social infrastructure (education, health and state government), housing and community
( justice and social housing), local government and critical infrastructure. The segment also
provides property and consulting services to public and private customers.
Infrastructure ServicesSupports the ongoing operation and maintenance of infrastructure including utilities
(water and electricity & gas) and resources & industrial assets (mining, oil and gas, and
manufacturing) and resources development (minerals, oil and gas). The segment also
provides complex and large-scale environmental remediation and rehabilitation services
and leverages technologies aimed at enhancing client productivity and sustainability.
Telecommunications Provides end-to-end service capabilities that span design, supply, minor construction,
installation, commissioning and maintenance of telecommunications networks and
infrastructure.
TransportProvides maintenance, project delivery and technology solutions to owners and operators
of road, motorway, tunnel and rail networks.
The performance of each segment forms the primary basis of all management reporting to the CODM. Performance is measured on
the segment result which is Underlying EBITA (earnings before interest, income tax and amortisation of acquired intangible assets
and before acquisition, integration and other restructuring costs).
2022
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Consolidated
Continuing
Operations
$’m
Segment revenue2,303.01,215.21,134.4545.65,198.2
Segment result137.571.0127.429.3365.2
104 Ventia Annual Report 2022
2021
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Consolidated
Continuing
Operations
$’m
Segment revenue1,874.81,216.7989.8504.34,585.6
Segment result111.271.2110.924.7318.0
2022
$’m
2021
$’m
Segment revenue5,198.24,585.6
Share of revenue of equity accounted joint ventures(30.7)(28.2)
Revenue reported in profit or loss5,167.54,557.4
Reconciliation of segment result to profit after income tax
2022
$’m
2021
$’m
Segment result365.2318.0
Corporate costs including amortisation of intangible assets (77.7)(102.8)
Underlying EBIT before amortisation of acquired intangible assets287.5215.2
Acquisition and integration costs
i
(8.8)(66.8)
IPO-related costs
ii
–(6.9)
EBIT before amortisation of acquired intangible assets278.7141.5
Amortisation of acquired intangible assets
iii
(23.5)(24.1)
Earnings before interest and income tax from continuing operations255.2117.4
Net finance costs(33.9)(137.2)
Profit/(loss) before income tax 221.3(19.8)
Income tax (expense)/benefit(30.1)14.7
Profit/(loss) after income tax for the year from continuing operations191.2(5.1)
Profit after income tax from discontinued operations–24.6
Profit after income tax 191.219.5
i. Acquisition and integration costs relating to the acquisition and integration of BRS Holdco Pty Ltd (Broadspectrum) and the acquisition of Kordia Solutions Pty Ltd
(Kordia). The details of the acquisitions are set out in the annual financial report for the year ended 31 December 2021.
ii. Costs associated with the IPO of Ventia Services Group Limited.
iii. Amortisation of acquired intangible assets relating to customer contracts and relationships acquired as part of the acquisitions of Broadspectrum and Kordia.
Ventia Annual Report 2022 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Other segment information
31 December 2022
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Corporate
$’m
Tota l
$’m
Segment assets546.9808.7704.7197.3601.42,859.0
Segment liabilities383.7287.2447.4278.5941.32,338.1
31 December 2021
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Corporate
$’m
Tota l
$’m
Segment assets571.3795.6758.9137.6418.02,681.4
Segment liabilities322.4253.2426.0253.21,036.12,290.9
2022
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Corporate
$’m
Consolidated
Continuing
Operations
$’m
Depreciation expense15.241.513.29.524.7104.1
Amortisation expense0.70.10.5–53.755.0
Share of profits of
joint
ventures
–0.2–1.71.63.5
2021
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Tele-
communications
$’m
Transport
$’m
Corporate
$’m
Consolidated
Continuing
Operations
$’m
Depreciation expense16.847.118.47.818.8108.9
Amortisation expense0.70.10.3–84.885.9
Share of (losses)/profits
of joint ventures
–(0.2)–4.01.45.2
Major customers
In 2022 and 2021, a customer in the Defence and Social Infrastructure segment contributed more than 10% of the Group’s
total revenue.
Except as disclosed above, no other customers contributed to more than 10% of the Group’s total revenue in 2022 or 2021.
106 Ventia Annual Report 2022
2.3.2. Geographical information
The table below provides information on the geographical location of revenue from continuing operations and non-current assets.
Total revenue is allocated to a geography based on the location in which the sales originated. Non-current assets are allocated
based on the location of the operation to which they relate.
AustraliaNew Zealand
Consolidated
Continuing Operations
2022
$’m
2021
$’m
2022
$’m
2021
$’m
2022
$’m
2021
$’m
Revenue4,628.93,940.9538.6616.55,167.54,557.4
Total non-current assets1,630.71,673.481.184.31,711.81,757.7
Significant Accounting Policies
Segment revenues and expenses are those that are directly attributable to a segment and the relevant portion that can be
allocated to the segment on a reasonable basis. The types of activities from which segments derive revenue are described
above. The Group’s share of revenue from equity accounted joint ventures is included in revenue reported for each
segment. The accounting policies used in the Group in reporting segments internally are the same as those contained in the
Consolidated Financial Statements and are consistent with those of the prior period. Given revenue within each segment is
derived from rendering of similar services, no further split of revenue by products or service is reported.
Performance is measured on the segment result which is Underlying EBITA (earnings before interest, income tax and
amortisation of acquired intangible assets and before acquisition, integration and other restructuring costs) from continuing
operations. The segment result includes the allocation of overhead that can be directly attributable to an individual business
segment. The following items are not allocated to segments as they are not considered part of the core operations of
any
segment:
•
Corporate costs;
•
Acquisition and integration costs;
•
Other restructuring costs;
•
IPO-related costs;
•
Amortisation of acquired intangible assets;
•
Finance costs; and
•
Income tax.
Segment assets and liabilities include tangible assets, intangible assets and working capital employed by the segments.
Corporate assets and liabilities represent centrally managed assets and liabilities, such as tangible assets of head office,
income tax balances and borrowings.
2.4 Net finance costs
2022
$’m
2021
$’m
Interest paid and payable on bank facilities18.680.2
Amortisation of capitalised borrowing costs
1
1.742.0
Bank guarantee costs8.17.8
Interest paid and payable on lease liabilities7.18.2
Interest income(1.6)(1.0)
Net finance costs33.9137.2
1. 2021 includes the write-off of capitalised borrowing costs relating to Term Loan B facility of $35.5 million due to the repayment of the facility in November 2021.
Ventia Annual Report 2022 107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Significant Accounting Policies
Finance costs
Finance costs are recognised in the profit or loss in the period in which they are incurred. Lease finance costs comprise interest
on lease liabilities calculated using the incremental borrowing rate. Non-lease finance costs comprise interest on borrowings
calculated using the effective interest method and interest on derivatives.
Interest income
Interest income is recognised based on effective interest rate method.
2.5 Employee benefit expense
2022
$’m
2021
$’m
Short-term employee benefits1,819.01,675.2
Post-employment benefits 123.3113.5
Share-based payments expense7.63.8
Termination benefits 10.19.5
Total employee benefit expense1,960.01,802.0
The total employee benefit expense is net of $nil (2021: $3.2 million) received by the Group under the New Zealand Government’s
Wage Subsidy Scheme to eligible business adversely impacted by the COVID-19 pandemic. The Group has not received any
COVID-19 related subsidy from the Australian Government.
3. Assets and liabilities
3.1 Trade and other receivables
31 December
2022
$’m
31 December
2021
$’m
Current
Trade receivables254.8241.4
Contract assets532.1422.8
Impairment allowance(3.7)(4.8)
Trade receivables and contract assets, net of impairment allowance783.2659.4
Prepayments and other receivables29.823.4
Amounts receivable from related parties (Note 5.7)7.08.7
Total current trade and other receivables820.0691.5
Non
-current
Prepayments and other receivables2.0–
Amounts receivable from related parties (Note 5.7)9.08.6
Total non
-current trade and other receivables11.08.6
Total trade and other receivables831.0700.1
Movement in impairment allowance
Carrying amount at start of year4.89.2
Recognised on acquisition of a subsidiary–3.9
Allowance raised3.20.7
Allowance utilised(4.3)(9.0)
Carrying amount at end of year3.74.8
108
Ventia Annual Report 2022
Significant Accounting Policies
Trade and other receivables
Trade receivables include all net receivables from services and other contracting services.
Contract assets represent the amount expected to be collected from customers for contract work performed to date that has
not yet been billed to customers. It is measured as costs incurred plus profits recognised, less progress billings.
Other receivables generally arise from transactions other than the provision of services and include amounts in respect of
sales of assets and GST receivable.
The Group assesses on a forward-looking basis any expected credit losses associated with its debt instruments carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, contract assets and other receivables, the Group applies the simplified approach permitted by AASB 9
Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
3.2 Inventories
31 December
2022
$’m
31 December
2021
$’m
Raw materials and consumables42.732.0
Total inventories42.732.0
Significant Accounting Policies
Inventories
Inventories comprise of raw materials and consumables. Cost is based on weighted averages and includes expenditure
incurred in acquiring the inventories and bringing them to their existing condition and location.
3.3 Leases
3.3.1. Right-of-use assets
2022
Property
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
Tota l
$’m
Cost
1
69.820.388.8178.9
Less: Accumulated depreciation
1
(13.0)(9.5)(31.9)(54.4)
Carrying amount at end of year56.810.856.9124.5
Movement:
Carrying amount at start of year55.1 16.2 65.4 136.7
Additions29.65.923.659.1
Disposals(1.9)(4.0)(0.9)(6.8)
Depreciation(26.0)(7.3)(31.1)(64.4)
Effect of exchange rates––(0.1)(0.1)
Carrying amount at end of year56.810.856.9124.5
1. The cost and accumulated depreciation of fully depreciated right-of-use assets no longer utilised by the Group were removed during 2022.
Ventia Annual Report 2022 109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
2021
Property
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
Tota l
$’m
Cost86.327.9102.5216.7
Less: Accumulated depreciation (31.2)(11.7)(37.1)(80.0)
Carrying amount at end of year55.116.265.4136.7
Movement:
Carrying amount at start of year52.027.446.1125.5
Recognised on acquisition of a subsidiary1.5–1.32.8
Additions23.13.754.681.4
Disposals–(2.2)(2.0)(4.2)
Depreciation(21.5)(12.7)(34.7)(68.9)
Effect of exchange rates––0.10.1
Carrying amount at end of year55.1 16.2 65.4 136.7
3.3.2. Lease liabilities
2022
$’m
2021
$’m
Movement:
Carrying amount at start of year142.4133.3
Additions56.770.1
Disposals(2.2)–
Recognised on acquisition of a subsidiary–2.8
Interest expense7.18.2
Payments for the interest component of lease liabilities(7.1)(8.2)
Repayments of the principal component of lease liabilities(64.4)(63.8)
Carrying amount at end of year132.5142.4
Current45.964.2
Non-current86.678.2
Carrying amount at end of year132.5142.4
At the end of the reporting period, the weighted average lease expiries for the portfolio of leases were:
Weighted Average Lease Expiry
1
2022
Years
2021
Years
Property3.92.1
Plant and equipment2.61.8
Motor vehicles2.41.6
1. Represents the weighted average number of years from the end of the reporting period to the end of the reasonably certain lease term.
110 Ventia Annual Report 2022
3.3.3. Other amounts recognised in the Consolidated Statement of Profit or Loss from continuing operations
2022
$’m
2021
$’m
Interest paid and payable on lease liabilities (included in net finance costs)7.18.2
Expense relating to short-term leases, service components of leases, and variable payments14.312.2
3.3.4. Amounts recognised in the Consolidated Statement of Cash Flows
2022
$’m
2021
$’m
Payments for short-term leases, service components of leases, and variable payments
(included in payments to suppliers and employees)
(14.3)(12.2)
Payments for the interest component of lease liabilities(7.1)(8.2)
Repayments of the principal component lease liabilities(64.4)(63.8)
Total cash outflow for leases(85.8)(84.2)
Significant Accounting Policies
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In such
instances, the Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements,
except for short-term leases and low value leased assets. For these leases, the Group recognises the lease payments as an
operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of
the time pattern in which economic benefits from the leased assets are consumed. The Group has a significant lease portfolio,
comprising predominantly property, plant, minor equipment and fleet vehicles.
Measurement and presentation of lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its
incremental borrowing rate.
The following items are also included in the measurement of the lease liability:
•
Fixed lease payments offset by any lease incentives;
•
Variable lease payments, for lease liabilities which are tied to a floating index;
•
The amounts expected to be payable to the lessor under residual value guarantees;
•
The exercise price of purchase options (if it is reasonably certain that the option will be exercised); and
•
Payments of penalties for terminating leases, if the lease term reflects the lease terminating early.
The lease liability is separately disclosed on the Consolidated Statement of Financial Position. The liabilities which will
be repaid within 12 months are recognised as current and the liabilities which will be repaid in excess of 12 months are
recognised as non-current.
The lease liability is subsequently measured by reducing the carrying amount to reflect the principal lease repayments made
and increasing the carrying amount by the interest on the lease liability.
Ventia Annual Report 2022 111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Significant Accounting Policies continued
The Group is required to remeasure the lease liability and make an adjustment to the right-of-use asset in the following
instances:
•
The term of the lease has been modified or there has been a change in the Group’s assessment of the purchase option
being exercised, in which case the lease liability is remeasured by discounting the revised lease payments using a revised
discount rate;
•
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured by discounting the revised lease payments using a revised discount rate; and
•
The lease payments are adjusted due to changes in the index or a change in expected payment under a guaranteed
residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial
discount rate. However, if a change in lease payments is due to a change in a floating interest rate, a revised discount
rate is used.
Measurement and presentation of right-of-use assets
The right-of-use assets recognised by the Group comprise the initial measurement of the related lease liability, any lease
payments made at or before the commencement of the contract, less any lease incentives received and any direct costs.
Costs incurred by the Group to dismantle the asset, restore the site or restore the asset are included in the cost of the
right-of-use asset.
It is subsequently measured under the cost model with any accumulated depreciation and impairment losses applied against
the right-of-use asset. If the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the right-of-
use asset is depreciated from the commencement date to the end of the useful life of the underlying asset. Otherwise, the
Group depreciates the asset over the shorter period of either the useful life of the asset or the lease term. The depreciation
starts at the commencement date of the lease and the carrying value of the asset is adjusted to reflect the accumulated
depreciation.
Any remeasurement of the lease liability is also applied against the right-of-use asset value. The right-of-use assets are
separately disclosed on the Consolidated Statement of Financial Position.
Leases acquired in business combination
The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of
acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the
favourable terms of the lease relative to market terms.
The Group as lessor
The Group enters into lease agreements as a lessor with respect to some property subleases as well as renting equipment
to its partners, suppliers and contractors.
The leases entered into by the Group are recognised as either finance or operating leases. If the terms of the lease agreement
transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. If this is
not the case, then the lease is recognised as an operating lease. The income received from operating leases is recognised on
a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging operating leases are included
in the carrying amount of the leased asset. Amounts due from lessees under finance leases are recognised as receivables.
112 Ventia Annual Report 2022
3.4 Property, plant and equipment
2022
Leasehold
Improvements
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
Tota l
$’m
Cost12.9182.530.2225.6
Less: Accumulated depreciation and impairment(7.5)(48.0)(13.2)(68.7)
Carrying amount at end of year5.4134.517.0156.9
Movement:
Carrying amount at start of year8.8147.010.8166.6
Recognised on business combination –0.23.53.7
Additions0.424.07.231.6
Disposals–(3.8)(1.1)(4.9)
Depreciation(3.8)(32.5)(3.4)(39.7)
Effect of exchange rates–(0.4)–(0.4)
Carrying amount at end of year5.4134.517.0156.9
2021
Leasehold
Improvements
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
Tota l
$’m
Cost14.6162.520.6197.7
Less: Accumulated depreciation and impairment(5.8)(15.5)(9.8)(31.1)
Carrying amount at end of year8.8147.010.8166.6
Movement:
Carrying amount at start of year9.2 166.8 4.0 180.0
Recognised on business combination–0.7 0.1 0.8
Additions3.1 13.710.227.0
Disposals(0.1)(0.4)(0.7)(1.2)
Depreciation(3.4)(33.8)(2.8)(40.0)
Carrying amount at end of year8.8147.010.8166.6
Significant Accounting Policies
Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Depreciation
Depreciation is calculated so as to write off the cost of property, plant and equipment over their estimated effective useful
lives for the current and comparative reporting years as follows:
•
Leasehold improvements: straight-line method — shorter of the lease term and 40 years;
•
Plant and equipment: straight-line method — up to 15 years; and
•
Motor vehicles: straight-line method — up to 10 years.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with
the effect of any changes in estimate accounted for on a prospective basis.
Ventia Annual Report 2022 113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Significant Accounting Policies continued
Subsequent expenditure
Subsequent expenditure is included in the carrying amount of property, plant and equipment only when it is probable that
the associated future economic benefits will flow to the Group. All other costs are recognised in profit or loss.
Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as
the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
3.5 Intangible assets
2022
Brand
Names
$’m
Customer
Contracts and
Relationships
$’m
Software
and System
Development
$’m
Tota l
$’m
Cost
1
33.281.381.5196.0
Less: Accumulated amortisation and impairment
1
(33.2)(49.7)(35.5)(118.4)
Carrying amount at end of year–31.646.077.6
Movement:
Carrying amount at start of year–57.470.2127.6
Additions––6.86.8
Disposals–(1.7)–(1.7)
Amortisation–(24.0)(31.0)(55.0)
Effect of exchange rates–(0.1)–(0.1)
Carrying amount at end of year–31.646.077.6
1. The cost and accumulated amortisation of fully amortised intangible assets no longer utilised by the Group were removed during 2022.
2021
Brand
Names
$’m
Customer
Contracts and
Relationships
$’m
Software
and System
Development
$’m
Tota l
$’m
Cost33.2162.0182.8378.0
Less: Accumulated amortisation and impairment(33.2)(104.6)(112.6)(250.4)
Carrying amount at end of year–57.470.2127.6
Movement:
Carrying amount at start of year22.878.6101.9203.3
Recognised on acquisition of a subsidiary–0.9–0.9
Additions––9.39.3
Amortisation(22.8)(22.1)(41.0)(85.9)
Carrying amount at end of year–57.470.2127.6
114
Ventia Annual Report 2022
Significant Accounting Policies
Brand names
Brand names acquired as part of a business combination are carried at their fair value at the date of acquisition less
accumulated amortisation and any impairment losses. Where brand names’ useful lives are assessed as being indefinite, the
brand names are not amortised but are tested for impairment annually, or more frequently whenever there is an indication
that they might be impaired. Where brand names’ useful lives are assessed as finite, the brand names are amortised over their
estimated useful lives.
Customer contracts and relationships
Customer contracts and relationships were acquired as part of a business combination. Customer contracts and relationships
are carried at their fair value at the date of acquisition less accumulated amortisation and any impairment losses. Customer
contracts are amortised on the straight-line basis over the remaining contract term. Customer relationships are amortised
over a period of up to five years on the straight-line basis.
Software and system development
Software and system development costs consist of costs incurred in developing systems, costs incurred in acquiring software
and licences that will provide future economic benefits. These assets are carried at cost less accumulated amortisation and
amortised over a period of up to five years on the straight-line basis.
Derecognition
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.
Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal
proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Impairment
Intangible assets are tested for impairment in accordance with the policy for impairment of non-financial assets disclosed in
Note 3.7.
3.6 Goodwill
3.6.1. Carrying amounts of, and movement in, goodwill
31 December
2022
$’m
31 December
2021
$’m
Cost1,095.41,093.2
Less: Accumulated impairment––
Carrying amount at end of year1,095.41,093.2
Movement:
Carrying amount at start of year1,093.21,093.0
Recognised on business combinations (Note 5.1)2.10.2
Effect of exchange rates0.1–
Carrying amount at end of year1,095.41,093.2
Ventia Annual Report 2022
115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
3.6.2. Allocation of goodwill to cash-generating units
31 December
2022
$’m
31 December
2021
$’m
Defence and Social Infrastructure251.4251.4
Infrastructure Services362.8360.7
Telecommunications426.6426.5
Transport54.654.6
Total goodwill1,095.41,093.2
Significant Accounting Policies
Goodwill arising from a business combination is not amortised but is tested for impairment annually or more frequently
if there is an indication that it may be impaired. Goodwill is allocated to cash-generating units (CGUs) for the purpose of
impairment testing.
On disposal of a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Goodwill is tested for impairment in accordance with the policy for impairment of non-financial assets disclosed in Note 3.7.
3.7 Impairment of non-financial assets
Goodwill has been allocated to groups of CGUs represented by the Group’s operating segments for the purpose of impairment
testing.
The recoverable amounts of all CGUs are based on value in use (VIU) calculations. In assessing VIU, the estimated future cash flows
are discounted to their present value using discount rates which use current assessment of the time value of money and the risks
specific to the CGU.
No impairment has been identified for any of the CGUs.
Significant Accounting Policies
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill and
indefinite useful life intangible assets, the recoverable amount is estimated annually regardless of whether any indicators of
impairment exist.
An asset’s recoverable amount is the greater of fair value less costs of disposal, and VIU. In assessing VIU, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash flows,
the recoverable amount is determined for the CGU to which the asset belongs.
An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Impairment losses are
recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount
of any goodwill allocated to the CGUs and then to reduce the carrying of the other assets in the CGUs on a pro-rata basis.
116 Ventia Annual Report 2022
Key Estimates and Judgements
Key assumptions used in determining the recoverable amount of assets include expected future cash flows, long-term growth
rates, and discount rates.
The VIU calculation is based on a five year future cash flows forecast developed from the Group’s most recent Board approved
business plan. For terminal value calculation, the Group assumes a long-term growth rate of 2.5% per annum which reflects
the organic growth expectations of the industry.
The key assumptions utilised used in determining recoverable amounts at 31 December 2022 are set out below:
EBITDA Growth*Long-term Growth RatePre-tax Discount Rate
Defence and Social Infrastructure4.1%2.5%12.9%
Infrastructure Services4.3%2.5%12.8%
Telecommunications2.6%2.5%13.4%
Transport3.8%2.5%13.6%
* The earnings before interest, income tax, depreciation and amortisation (EBITDA) growth represents compound annual growth rates over a 5-year forecast period.
The Group believes that any reasonably possible change in the key assumptions applied would not cause the carrying value
of assets to exceed their recoverable amount and result in a material impairment based on current economic conditions and
CGU performance.
Sensitivity analysis
For all CGUs, sensitivities were made around the discount rate, growth rate and cash flow assumptions. No reasonable
possible change in key assumptions would give rise to an impairment of any of the CGUs.
3.8 Income tax
3.8.1. Income tax expense/(benefit) from continuing operations recognised in the Consolidated Statement of
Profit or Loss
2022
$’m
2021
$’m
Current tax48.111.2
Deferred tax(18.0)(25.9)
Total income tax expense/(benefit)30.1(14.7)
Ventia Annual Report 2022
117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
3.8.2. Reconciliation between profit/(loss) before income tax and income tax expense/(benefit) from
continuing operations
2022
$’m
2021
$’m
Profit/(loss) before income tax 221.3(19.8)
Income tax expense/(benefit) using the Australian corporate tax rate of 30%66.4(5.9)
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses0.20.2
Adjustment relating to non-assessable, non-exempt income–1.1
Recognition of tax losses for Ventia Services Group Limited
1
(35.2)–
Recognition of tax losses for Ventia NZ Operations Limited–(10.5)
Effect of different tax rates on overseas income(0.7)(0.6)
Other (0.6)1.0
Income tax expense/(benefit) 30.1(14.7)
1. As disclosed in the Annual Report for the year ended 31 December 2021, the Australian Taxation Office (ATO) was conducting an audit of the tax affairs of
Broadspectrum Pty Limited (BRS), now part of the Group following the acquisition of the Broadspectrum group of companies, for the income years 1 July 2012 to
31 December 2017. The ATO was reviewing the way in which BRS allocated profits associated with historical Regional Processing Centre (RPC) contracts between
Australia and the RPC jurisdictions (Nauru and Manus Island) for tax purposes. At 31 December 2021, the ATO was evaluating whether to cancel carry forward losses
with a tax effected value of up to $101 million and, in addition, whether to assess for up to $107 million of cash tax payable.
During the year ended 31 December 2022, the ATO has completed its audit. The ATO has accepted the position taken by BRS and concluded that no changes should
be made to the BRS income tax assessments for the years subject to audit. Accordingly, no incremental cash tax is payable for the audit years. As a result, deferred
tax assets in respect of previously unrecognised tax losses of $35.2 million was recognised in 2022.
3.8.3. Deferred tax recognised in the Consolidated Statement of Financial Position
2022
Carrying
Amount at
Start of Year
$’m
Recognised
in Profit
or Loss
$’m
Recognised
in Other
Comprehensive
Income
$’m
Reclassification
2
$’m
Carrying
Amount at
End of Year
$’m
Net deferred tax assets/
(liabilities)
Contract liabilities/(assets)(17.2)36.2––19.0
Property, plant and equipment71.823.6–(81.6)13.8
Intangible assets(64.3)(21.3)–81.6(4.0)
Capitalised borrowing costs(1.1)–––(1.1)
Other items6.30.6––6.9
Hedging––(2.7)–(2.7)
Trade and other payables39.93.1––43.0
Provisions155.7(58.1)––97.6
Tax losses29.033.9––62.9
Net deferred tax assets/
(liabilities)
1
220.118.0(2.7)–235.4
1. Deferred tax assets and liabilities have been offset in the Consolidated Statement of Financial Position where the balances relate to taxes levied by the same
tax authority.
2.
$81.6 million w
as reclassified from Property, plant and equipment to Intangible assets to better reflect the nature of the underlying asset.
118 Ventia Annual Report 2022
2021
Carrying
Amount at
Start of Year
$’m
Recognised
in Profit
or Loss
$’m
Recognised
in Other
Comprehensive
Income
$’m
Acquisitions
and Other
$’m
Carrying
Amount at
End of Year
$’m
Net deferred tax assets/
(liabilities)
Contract liabilities/(assets)5.4(6.6)–(16.0)(17.2)
Property, plant and equipment17.454.3–0.171.8
Intangible assets(41.5)(22.8)––(64.3)
Capitalised borrowing costs1.9(3.0)––(1.1)
Other items(28.3)30.8–3.86.3
Hedging5.4(5.4)––
Trade and other payables17.122.8––39.9
Provisions182.1(37.6)–11.2155.7
Tax losses41.0(12.0)––29.0
Net deferred tax assets/
(liabilities)
1
200.525.9(5.4)(0.9)220.1
1. Deferred tax assets and liabilities have been offset in the Consolidated Statement of Financial Position where the balances relate to taxes levied by the same
tax authority.
Unrecognised tax losses
2022
$’m
2021
$’m
Unused tax losses for which no deferred tax asset has been recognised173.4339.0
Potential tax benefit52.0101.7
The amount of unrecognised tax losses relates to certain capital and revenue losses transferred to the Group as part of the
acquisition of Ferrovial Services Australia Pty Ltd on 30 June 2020. Presently, there is insufficient information to support the
probability that the Group will utilise these tax losses in future years. A deferred tax asset has been recognised in respect of those
revenue losses that are considered probable for future use.
3.8.4. Current tax recognised in the Consolidated Statement of Financial Position
31 December
2022
$’m
31 December
2021
$’m
Current tax asset–20.0
Current tax liability(16.0)(12.5)
Net current tax asset/(liability)
1
(16.0)7.5
1. The current tax asset and liability as at 31 December 2021 have not been offset in the Consolidated Statement of Financial Position as the Group does not have a
legally enforceable right to offset the amounts.
Ventia Annual Report 2022 119
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
3.8.5. Uncertain tax positions
The Group is committed to the management and payment of taxes in a responsible manner within the context of its Tax
Governance and Risk Policy. This means that the Group ensures internal controls exist to achieve accurate financial reporting in
accordance with relevant laws, accounting standards, policies and procedures, as well as ensuring compliance with applicable tax
laws, regulations and external reporting requirements by their due dates and in line with local taxation requirements.
The Tax Governance and Risk Policy documents that the Group will not enter into any transaction for the purpose of tax avoidance,
undertake aggressive tax planning transactions, nor enter into transactions that do not have a legitimate business purpose.
3.8.6. Tax consolidation
The Company and its wholly-owned Australian subsidiaries are part of a Tax Consolidated Group of which Ventia Services Group
Limited is the head entity. The head entity recognises all of the current tax assets and liabilities and deferred tax assets in respect
of tax losses of the Tax Consolidated Group (after elimination of intragroup transactions). Deferred tax assets and liabilities in
respect of temporary differences are recognised in the respective companies’ financial statements.
The Tax Consolidated Group has entered into a tax funding agreement that requires the Group to make contributions to the
head entity for current tax assets and liabilities occurring after the implementation of tax consolidation. Under the tax funding
agreement, the contributions are calculated using the “group allocation” approach so that the contributions are equivalent to the
current tax balances generated by transactions entered into by wholly-owned subsidiaries. The contributions are payable as set
out in the agreement and reflect the timing of the head entity’s obligations to make payments for tax liabilities to the relevant tax
authorities. The assets and liabilities arising under the tax funding agreement are recognised as intercompany assets and liabilities
with a consequential adjustment to current income tax.
Significant Accounting Policies
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting
for a business combination, the tax effect is included in the accounting for the business combination.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or
loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there
will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected
to become payable. The assessment is based on the judgement of tax professionals within the Group supported by previous
experience in respect of such activities and in certain cases based on specialist independent tax advice.
120 Ventia Annual Report 2022
Significant Accounting Policies continued
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the Consolidated Financial Statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised
if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on
tax laws and rates that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which
the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
Key Estimates and Judgements
Significant judgement is required in determining the Group’s provision for income taxes. In case there is any uncertainty over
the Group’s tax treatment, the Group considers whether it is probable that the treatment will be accepted by the tax authority,
and reflects its assessment in the measurement of tax provision.
In addition, deferred tax assets are recognised for deductible temporary differences, unused tax losses and tax offsets, to the
extent it is probable that sufficient future taxable profits will be available to utilise them. Judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing, nature and the level of future taxable profits.
3.9 Trade and other payables
31 December
2022
$’m
31 December
2021
$’m
Current
Trade payables341.2234.8
Accruals288.3344.7
Contract liabilities283.9195.6
Other payables53.469.1
Amounts payable to related parties (Note 5.7)7.83.8
Total current trade and other payables974.6848.0
Non-current
Contract liabilities21.123.5
Total non-current trade and other payables21.123.5
Total trade and other payables995.7871.5
Ventia Annual Report 2022
121
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
3.10 Employee benefit liabilities
31 December
2022
$’m
31 December
2021
$’m
Current
Annual leave92.096.4
Long service leave24.726.2
Workers’ compensation6.725.6
Other employee benefits34.233.2
Total current employee benefit liabilities157.6181.4
Non-current
Long service leave54.651.1
Workers’ compensation19.719.4
Other employee benefits5.617.9
Total non-current employee benefit liabilities79.988.4
Total employee benefit liabilities237.5269.8
Significant Accounting Policies
The employee benefits liability represents accrued wages and salaries, leave entitlements and other incentives recognised in
respect of employees’ services up to the end of the reporting period. These liabilities are measured at the amounts expected
to be paid when they are settled and include related on-costs, such as workers’ compensation insurance, superannuation and
payroll tax.
Key Estimates and Judgements
The calculation of annual leave and long service leave requires judgement in determining the key assumptions such as future
increase in wage and salary rates, future on-cost rates and expected settlement dates based on staff turnover history.
Provision for workers’ compensation reflects the present value of obligations under self-insurance schemes which are
estimated using actuarial techniques. Any adjustments in the actuarial assumptions in future periods will impact the
measurement of liabilities and any adjustment will be recognised in profit or loss.
122 Ventia Annual Report 2022
3.11 Provisions
31 December
2022
$’m
31 December
2021
$’m
Current
Unfavourable contracts12.516.7
Onerous contracts10.017.9
Warranties and contract claims19.111.6
Other12.47.2
Total current provisions54.053.4
Non-current
Unfavourable contracts50.967.1
Onerous contracts5.624.2
Warranties and contract claims89.088.8
Other11.717.6
Total non-current provisions157.2197.7
Total provisions211.2251.1
2022
Unfavourable
Contracts
$’m
Onerous
Contracts
$’m
Warranties and
Contract Claims
$’m
Other
$’m
Tota l
$’m
Current 16.717.911.67.253.4
Non-current67.124.288.817.6197.7
Carrying amount at start of year 83.842.1100.424.8251.1
Movement:
Carrying amount at start of year 83.842.1100.424.8251.1
Provisions raised–0.733.76.741.1
Provisions used (20.2)(24.2)(29.2)(7.4)(81.0)
Reclassification–(3.0)3.0––
Effect of exchange rates(0.2)–0.2––
Carrying amount at end of year63.415.6108.124.1211.2
Current 12.510.019.112.454.0
Non-current50.95.689.011.7157.2
Carrying amount at end of year63.415.6108.124.1211.2
Ventia Annual Report 2022
123
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Significant Accounting Policies
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at
the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured
using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows
(when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
Unfavourable contracts
A provision is made for unfavourable contracts where the fair value of the contract is deemed unfavourable relative to
expected market returns and they are provided for as part of the purchase price allocation process in a business combination.
These provisions are then released as an increase to earnings, in line with the financial performance of the contract over the
remaining term.
Onerous contracts
Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it. The onerous contract provision is discounted using a pre-tax
rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Warranties and contract claims
Warranties and contract claims provisions relate to individual identified exposures and represent the best estimate of
expenditure required to settle the present obligation at the end of the reporting period.
Other provisions
Other provisions include items such as provisions for make good, which are recognised at the time of recognising a right-of-
use asset and represent an estimate of the costs to be incurred in the dismantling of the asset and restoring it to the condition
specified in the lease.
Key Estimates and Judgements
The estimates and judgements applied in determining the Group’s provisions involve a high degree of complexity and have a
risk of causing a material adjustment in subsequent periods. Any changes in the estimates and judgements of the provision in
future periods will be recognised in profit or loss.
Unfavourable contracts provisions relate to contracts acquired in a business combination where the fair value of the contract
is deemed unfavourable relative to expected market returns. Expected market returns were assessed with reference to the
Group’s contract portfolio and relevant industry.
Onerous contracts provisions relate to estimation on unavoidable costs of meeting the obligation under the contract, which
are assessed by management based on factors such as remaining contract life, volume of work and labour hours.
124 Ventia Annual Report 2022
4. Capital structure, financing, and risk management
4.1 Earnings per share
Basic earnings per share is calculated as profit/(loss) after income tax attributable to shareholders, divided by the weighted
average number of ordinary shares issued.
Diluted earnings per share is calculated as profit/(loss) after income tax attributable to shareholders adjusted for any profit recognised
in the period in relation to potential dilutive shares, divided by the weighted average number of shares and dilutive shares.
20222021
Profit/(loss) after income tax for the year attributable to equity holders of the parent
entity used in earnings per share ($’m)
Continuing operations191.2(5.1)
Discontinued operations–24.6
191.219.5
Weighted average number of shares used in earnings per share (millions of shares)
Basic earnings per share854.6625.7
Diluted earnings per share
Weighted average number of ordinary shares on issue 854.6625.7
Adjustment to reflect potential dilution for equity incentive plans4.4–
859.0625.7
Basic earnings per share (cents)
Continuing operations22.37(0.81)
Discontinued operations–3.93
Continuing and discontinued operations22.373.12
Diluted earnings per share (cents)
Continuing operations22.26(0.81)
Discontinued operations–3.93
Continuing and discontinued operations22.263.12
Ventia Annual Report 2022
125
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
4.2 Dividends
20222021
Cents
per
Share
Total
Amount
$’mFranking
Date of
Payment
Cents
per
Share
Total
Amount
$’mFranking
Date of
Payment
Prior year final 1.4712.6100%6 April 2022––––
Current year
interim
7.4762.980%
7 October
2022
6.2538.5100%
31 March
2021
Dividends paid
during the year
8.9475.56.2538.5
On 23 February 2023, the Board of Directors declared a final dividend of 8.28 cents per share in respect of the 2022 financial year,
80% franked at a 30% tax rate. The amount will be paid on or around 6 April 2023 and is expected to be $70.8 million. As the
dividend was declared subsequent to 31 December 2022, no provision had been made at 31 December 2022.
Franking (deficits)/credit balance
31 December
2022
$’m
31 December
2021
$’m
Franking (deficits)/credits available for future financial periods (tax paid basis, 30% tax rate)(1.7)14.1
At 31 December 2022, the Company had a franking account deficit balance of $1.7 million. In compliance with ATO regulations,
the Company lodged a Franking Account Tax Return and paid $1.7 million to the ATO in January 2023.
The above amount represents the balance of the franking accounts at the end of the period, adjusted for:
•
Franking credits that will arise from the payment of income tax payable at the end of the period; and
•
Franking debits that will arise from the payment of dividends provided at the end of the period.
Significant Accounting Policies
A payable is not recognised for dividends to be paid unless the dividend has been declared by the Directors, but not
distributed, at or before the end of the year.
4.3 Share capital
20222021
Share Capital
Number
millions$’m
Number
millions$’m
Movement:
Balance at start of year855.5374.5615.82.6
Shares issued as part of the IPO––219.9373.8
Capital raising costs (net of tax)–––(9.0)
Transfers from share-based payment reserve
1
––19.87.1
Balance at end of year855.5374.5855.5374.5
1. At completion of the IPO of the Company’s shares, all of the shares issued under Legacy Ventia Executive Incentive Plan (refer to Note 4.4) were reclassified as fully
paid ordinary shares.
126 Ventia Annual Report 2022
Share capital
Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders’
meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are entitled to any net
proceeds on liquidation.
The total number of shares issued by the Company as at 31 December 2022 is 855,484,445 (2021: 855,484,445). This includes
345,591 treasury shares as at 31 December 2022 (2021: 2,670,590). In 2022, 2,324,999 treasury shares were granted to certain
employees of the Group.
Significant Accounting Policies
Ordinary shares are classified as equity and recognised at the value of the instruments granted by the Company.
Treasury shares are shares in the Company that are held in trust on behalf of the Company. Treasury shares are deducted from
equity. No gain or loss are recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares.
4.4 Reserves
2022
Treasury
Share
Reserve
$’m
Cash Flow
Hedge
Reserve
$’m
Foreign
Currency
Translation
Reserve
$’m
Share-based
Payment
Reserve
$’m
Accumulated
Losses
Reserve
$’m
Tota l
$’m
Balance at start of year(4.5)(0.3)(0.9)–(42.4)(48.1)
Shares issued to employees4.0––––4.0
Gains arising on change in the fair
value
of hedging instruments
–13.0–––13.0
Income tax related to gains recognised
in other comprehensive income
–(3.9)–––(3.9)
Cumulative gain arising on changes
in fair value of hedging instruments
reclassified to profit
or loss
–(3.4)–––(3.4)
Income tax related to gains
reclassified to profit or loss
–1.0–––1.0
Foreign exchange translation
differences
––0.4––0.4
Share-based payment expense–––2.0–2.0
Balance at end of year(0.5)6.4(0.5)2.0(42.4)(35.0)
Ventia Annual Report 2022
127
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
2021
Treasury
Share
Reserve
$’m
Cash
Flow
Hedge
Reserve
$’m
Foreign
Currency
Translation
Reserve
$’m
Share-
based
Payment
Reserve
$’m
Accumulated
Losses
Reserve
$’m
Capital
Redemption
Reserve
$’m
Tota l
$’m
Balance at start of year–(12.8)(0.8)4.0–(2.1)(11.7)
Treasury shares purchased(4.5)–––––(4.5)
Gains arising on change in the fair
value of hedging instruments
–54.3––––54.3
Income tax related to gains recognised
in other comprehensive income
–(16.3)––––(16.3)
Cumulative gain arising on changes
in fair value of hedging instruments
reclassified to profit or loss
–(36.4)––––(36.4)
Income tax related to losses
reclassified to profit or loss
–10.9––––10.9
Foreign exchange translation
differences
––(0.1)–––(0.1)
Transfer from capital redemption
reserve to retained earnings
–––––2.12.1
Transfer from retained earnings
to accumulated losses reserve for
borrowing costs relating to Term Loan
B facility
––––(35.5)–(35.5)
Transfer from retained earnings to
accumulated losses reserve for IPO
costs that are not capitalised
––––(6.9)–(6.9)
Share-based payment expense–––3.1––3.1
Transfer to share capital–––(7.1)––(7.1)
Balance at end of year(4.5)(0.3)(0.9)–(42.4)–(48.1)
128
Ventia Annual Report 2022
Share-based payment reserve
The Group operates an Equity Incentive Plan (the Plan) which provide equity instruments to certain executives as a component of
their remuneration. The share-based payment expense for the year for the Group was $7,583,000 (2021: $3,801,000).
Refer to the Remuneration Report for further details of all plans.
Long-term Incentive (LTI) Plan
2022 LTI Plan
The 2022 LTI Plan is a share-settled Share Appreciation Rights (SARs), and it entitles the participant to a payment (in Company
shares) at the end of the performance period equivalent to the amount by which the underlying Company share price has
increased since the right was granted. If SARs vest, shares are allocated to the participant to the requisite value with nothing
payable by the participant. The
vesting value per SAR under the 2022 LTI Plan will be calculated as the positive difference between
the Company 10-day Volume-Weighted Average Price (VWAP) immediately after the release of the Company’s 2022 annual financial
statements, and the Company share price at the end of the performance period, being the 10-day VWAP up to the release of the
Company’s annual financial statements for the respective year.
The variables in the table below are used as inputs into the model to determine the fair value of the 2022 LTI Plan’s SARs.
Tranche 1Tranche 2Tranche 3
Invitation date1 May 20221 May 20221 May 2022
Performance period start date1 January 20221 January 20221 January 2022
Vesting date31 December 202431 December 202531 December 2026
Expected volatility30%30%30%
Risk-free interest rate (per annum)2.91%3.07%3.22%
Share price at invitation date$2.86$2.86$2.86
Expected dividend yield (per annum)5.78%5.78%5.78%
Fair value per instrument$0.47$0.55$0.59
The following table summarises the movements in SARs for the LTI Plan:
Invitation dateFinal Vesting DateGranted OtherBalance at End of Year
1 May 202231 December 20267,933,644–7,933,644
The actual number of SARs awarded will be determined based on individual performance and subsequent to the release of the
Company’s 2022 annual financial statements. The number of SARs awarded as disclosed in the above table will be adjusted
accordingly.
Ventia Annual Report 2022 129
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Short-term Incentive (STI) Plan
2022 STI Plan
The 2022 STI Plan is a cash and share-settled share rights plan. The equity component will be awarded in March 2023 and is
subject to deferral in two equal tranches: 50% deferred for 12 months; and 50% deferred for 24 months. At the end of each deferral
period, vested rights are converted into the Company’s ordinary shares.
While rights do not attract actual dividends during the deferral periods, rights have attached dividend equivalent rights such that
on vesting additional shares will be awarded equivalent to the value of dividends accrued as if ordinary shares had been owned
throughout.
The variables in the table below are used as inputs into the model to determine the fair value of the 2022 STI Plan share rights:
Tranche 1Tranche 2
Invitation date1 May 20221 May 2022
Performance period start date1 January 20221 January 2022
Vesting date31 December 202331 December 2024
Expected volatility30%30%
Risk-free interest rate (per annum)2.76%2.91%
Share price at invitation date$2.86$2.86
Expected dividend yield (per annum)5.78%5.78%
Fair value per instrument$2.78$2.78
The Company also provides awards to key management personnel and other senior executives on a discretionary basis. The
participants will need to meet the requirement of completing certain periods of services before the awards are granted.
Movements in outstanding share rights
The following table summarises the movements in outstanding share rights for all of the above STI plans:
Invitation dateFinal Vesting DateGranted OtherBalance at End of Year
1 May 202231 December 20241,006,056–1,006,056
The actual number of rights awarded will be determined based on individual performance and subsequent to the release of the
Company’s 2022 annual financial statements. The number of rights awarded as disclosed in the above table will be adjusted
accordingly.
Legacy Ventia Executive Incentive Plan
Prior to listing, the Group operated an executive incentive plan (the Legacy Ventia Executive Incentive Plan (EIP)). This scheme was
designed to provide incentives to attract, motivate and retain those whose contributions are important to the Company’s success.
There was no grant of shares under this scheme during the year (2021: 9.7 million shares).
130 Ventia Annual Report 2022
Significant Accounting Policies
Treasury shares
Treasury shares are shares in the Company that are held in trust on behalf of the Company. Treasury shares are deducted from
equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares.
Cash flow hedge reserve
Changes in the fair value of designated and qualifying cash flow hedges are deferred in equity. Where it is expected that all or
a portion of a loss recognised directly in equity will not be recovered in future periods, that loss is recognised in profit or loss.
Amounts deferred are included in the initial measurement of the cost of the asset or liability where the forecast transaction
being hedged results in the recognition of a non-financial asset or a non-financial liability.
Cash flow hedges relating to operating activities are recognised in profit or loss in the same period the hedged item is
recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss deferred in
equity is recognised immediately in profit or loss.
The cash flow hedge reserve represents the cumulative effective portion of the gains or losses arising on changes in fair value
of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the
hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified
to profit or loss only when the hedged transaction affects profit or loss.
Foreign currency translation reserve (FCTR)
The FCTR comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations where their functional currency is different to the Group’s presentation currency.
Share-based payment reserve
Equity-settled share-based payments are measured at the fair value of the equity instruments at grant date. The cost of these
transactions is recognised in the profit or loss as an expense and credited to the share-based payment reserve over the vesting
period. At each balance date, the Group revises its estimates of the number of rights that are expected to vest for service and
non-market performance conditions. The fair value at grant date is determined independently using an option pricing model
that takes into account market related performance conditions.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the Company revises its estimates of the number of instruments that are
expected to vest based on the non-market vesting and service conditions. The Company recognises the impact of the revision
to original estimates, if any, in profit or loss and the Company recognises the corresponding adjustment in the share-based
payment reserve.
Accumulated losses reserve
The accumulated losses reserve includes costs incurred by the Group in relation to the write-off of capitalised borrowing
costs relating to Term Loan B facility and IPO costs which were not directly attributable to the raising of capital. These were
recognised in profit or loss and other comprehensive income and have been transferred to a separate reserve within equity.
Ventia Annual Report 2022 131
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
4.5 Cash and cash equivalents
4.5.1. Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows
31 December
2022
$’m
31 December
2021
$’m
Cash at bank and on hand280.0180.2
Total cash and cash equivalents280.0180.2
4.5.2. Reconciliation of profit after income tax to net cash generated from operating activities
2022
$’m
2021
$’m
Profit after income tax 191.219.5
Adjustments for:
Profit after income tax from discontinued operations–(24.6)
Income tax expense/(benefit)30.1(14.7)
Income tax payment(25.7)(35.3)
Depreciation expense104.1108.9
Amortisation expense55.085.9
Share of profits of joint ventures(3.5)(5.2)
Dividends received from joint ventures2.69.2
Amortisation of capitalised borrowing costs1.742.0
Share-based payment expense7.63.1
Other1.5(2.1)
Changes in working capital:
Trade and other receivables(130.9)(57.8)
Inventories(10.7)(0.4)
Trade and other payables139.783.4
Employee benefit liabilities(32.7)(27.4)
Provisions(40.1)(59.9)
Net cash generated from operating activities289.9124.6
Significant Accounting Policies
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.
132 Ventia Annual Report 2022
4.6 Borrowings
4.6.1. Capital structure
The Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its business
at an optimised weighted average cost of capital.
4.6.2. Borrowings
31 December
2022
$’m
31 December
2021
$’m
Borrowings750.0750.0
Capitalised borrowing costs(5.1)(6.8)
Total borrowings744.9743.2
i. Syndicated Banking Facilities
On 23 November 2021, the Group executed a syndicated facility agreement for the provision of syndicated term loan facilities and a
syndicated revolving cash facility (Syndicated Banking Facilities). Funding provided under the facility agreement for the Syndicated
Banking Facilities of $750.0 million (together with surplus cash on hand and proceeds from the issue of new shares in the IPO of
the Company) was utilised to repay the Group’s pre-existing Term Loan B facility.
The Syndicated Banking Facilities have an aggregate commitment of $1,150.0 million and comprise:
•
$750.0 million of term loan facilities, spread equally across three-year, four-year and five-year tranches, each of which is fully
drawn at 31 December 2022 and 2021; and
•
a $400.0 million four-year revolving cash facility which is undrawn at 31 December 2022 and 2021.
The Syndicated Banking Facilities have variable interest rates, based on BBSY plus a margin. These facilities attract commitment
fees common with this type of facility.
The Syndicated Banking Facilities are guaranteed by the Guarantor Group, which comprises of no less than 90% of EBITDA and
90% of total tangible assets of the Group.
The Group has entered into swap arrangements to mitigate its exposure to unfavourable interest rate movements. The swap
arrangements satisfy the requirements for hedge accounting and are accounted for accordingly. Refer to Note 4.7.
ii.
Covenant
s on financing facilities
The Syndicated Banking Facilities are unsecured and contain financial covenants which are tested monthly and reported semi-
annually. The financial covenants include requirements on the Group’s leverage ratio and interest cover ratio. The Group was in
compliance with all of its financial covenants as at 31 December 2022.
iii.
Bank guarantees and insurance bonds
The Group has $765.0 million (2021: $795.0 million) of bank guarantee and insurance bond facilities on a committed and
uncommitted basis to support its contracting activities. The Group’s facilities are provided by a number of banks and insurance
companies on an unsecured and revolving basis. $393.0 million (2021: $424.4 million) of these facilities were utilised as at
31
December 2022, with $372.0 million (2021: $370.6 million) unutilised.
iv.
Credit ratings
The Group has investment grade credit ratings of Baa3 (Outlook Stable) from Moody’s and BBB- (Outlook Stable) from S&P as
at 31 December 2022.
Ventia Annual Report 2022 133
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
v. Maturity profile
The maturity profile of the Group’s borrowing arrangements by financial year is represented in the below table by facility limit:
CurrencyAnnual Interest Rate Maturity$’m
Syndicated term loan facilities (non-current)
Term loan AUDBBSY + 140bps23 November 2024250.0
Term loanAUDBBSY + 150bps23 November 2025250.0
Term loanAUDBBSY + 160bps23 November 2026250.0
750.0
Syndicated revolving cash facilityAUD23 November 2025400.0
Significant Accounting Policies
Borrowings
Borrowings are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial
recognition, borrowings are measured at amortised cost using the effective interest method.
Under the effective interest method, any transaction fees, costs, discounts, and premiums directly related to the borrowings
are recognised in profit or loss over the expected life of the borrowings.
Borrowings are classified as current liabilities where the borrowings has been drawn under a financing facility which expires
within 12 months. Amounts drawn under financing facilities which expire after 12 months are classified as non-current.
4.7 Financial risk management
The Group’s activities expose it to several financial risks including market risk (interest rate and foreign exchange risk), liquidity risk
and credit risk.
The Group manages financial risk through Board approved policies and procedures. These specify the responsibility of the Board
of Directors and senior management regarding the management of financial risk. Financial risk is managed centrally by the Group’s
treasury and finance team under the direction of the Board. The treasury and finance team manages risk exposures primarily
through delegated authority limits and defined measures. The treasury and finance team regularly monitors the Group’s exposure
to any of these financial risks and reports to the Board.
The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
4.7.1. Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and equity prices will affect the
Group’s financial performance or the value of its financial instrument holdings. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising returns.
i.
Int
erest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial asset or financial liability will change as a result
of changes in market interest rates. The Group is exposed to interest rate risk as it borrows at floating interest rates and adverse
movements in floating interest rates will increase the cost of floating rate debt. The Group’s exposure to market interest rates relates
primarily to its long-term borrowings. All interest rate exposures are identified, quantified, monitored and managed centrally by
the
Group’s treasury team. The Group has a list of approved financial instruments which can be used to manage interest rate risk.
Sensitivities have been based on a movement in interest rates of 100 basis points (2021: 25 basis points) across the yield curve of
the relevant currencies. The selected basis point increase or decrease represents the Group’s assessment of the possible change
in interest rates on variable rate instruments. At the reporting date, an increase/decrease in interest rate of 100 basis points
(2021:
25 basis points) will:
•
Decrease/increase full year net profit after income tax of $nil (2021: $0.4 million) as a result of the unhedged portion of the
Group’s variable-rate borrowings; and
•
Increase/decrease full year other comprehensive income (net of income tax) by $3.6 million (2021: $1.3 million) as a result of the
changes in fair value of derivatives designated in a cash flow hedge.
134 Ventia Annual Report 2022
ii. Foreign exchange risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates to the Group’s foreign
operations, where revenues or expenses are denominated in a different currency (primarily New Zealand dollars) from the Group’s
presentation currency.
At the reporting date, a 5% appreciation/depreciation in the New Zealand dollar against the Australian dollar will increase/
decrease full year other comprehensive income by $3.8 million (31 December 2021: $2.5 million). The movement represents the
Group’s assessment of the possible changes in spot foreign exchange rates.
iii.
Hedging arrangements
At the reporting date, the fair value and notional amounts of derivatives entered into for hedging purposes for the Group are:
Notional ValueFair Value AssetFair Value Liability
Fair Value Gain/(Loss)
Recognised in Other
Comprehensive Income
2022
$’m
2021
$’m
2022
$’m
2021
$’m
2022
$’m
2021
$’m
2022
$’m
2021
$’m
Cash flow hedges
Interest rate swaps750.0600.09.7–0.30.413.0(0.4)
Cross currency swaps–––––––54.7
Tota l750.0600.09.7–0.30.413.054.3
At the reporting date, the following items are designated as hedged items:
Carrying Amount of Hedged ItemsCash Flow Hedge Reserve
2022
$’m
2021
$’m
2022
$’m
2021
$’m
Cash flow hedges
Borrowings750.0750.06.4(0.3)
Tota l750.0750.06.4(0.3)
The above hedge relationships are assessed to be highly effective with insignificant hedge ineffectiveness.
Cross currency swaps
The cross currency swaps were designated in a cash flow hedge on exposure from the Term Loan B facility which was repaid
during 2021. At the reporting date, there were no outstanding cross currency swaps.
Interest rate swaps
The interest rate swaps are designated in a cash flow hedge on exposure from the variable rate borrowings (refer to Note 4.6.2).
Ventia Annual Report 2022 135
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
4.7.2. Liquidity risk
Liquidity risk is the risk that the Group will not have sufficient funds to meet its financial commitments as and when they fall due.
Liquidity risk management involves maintaining available funding and ensuring the Group has access to an adequate amount of
committed credit facilities. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the
use of loans, bank overdrafts and finance leases.
The treasury and finance team manages liquidity risk through frequent and periodic cash flow forecasting and analysis. The Group
has a $400.0 million four-year revolving cash facility which is undrawn at 31 December 2022 and cash at bank and on hand of
$280.0 million as at 31 December 2022, which will be available to fund working capital and expansion requirements.
These facilities may be drawn at any time, subject to the terms of the lending agreements. Some facilities are subject to certain
financial covenants and undertakings. No covenants or undertakings have been breached during the period.
The following tables detail the Group’s undiscounted non-derivative liabilities and derivative liabilities and their contractual
maturities.
Maturity Analysis of Undiscounted Cash Outflow
31 December 2022
One Year
or Less
$’m
One to
Two Years
$’m
Two to
Five Years
$’m
Over
Five Years
$’m
Tota l
$’m
Non-derivative liabilities
Borrowings
43.2292.0540.8–876.0
Trade and other payables
1
690.7–––690.7
Lease liabilities
55.933.144.717.2150.9
789.8325.1585.517.21,717.6
Derivative liabilities
Interest rate swaps
0.3–––0.3
0.3–––0.3
Tota l
790.1325.1585.517.21,717.9
Maturity Analysis of Undiscounted Cash Outflow
31 December 2021
One Year
or Less
$’m
One to
Two Years
$’m
Two to
Five Years
$’m
Over
Five Years
$’m
Tota l
$’m
Non-derivative liabilities
Borrowings
12.012.0774.0–798.0
Trade and other payables
1
652.4–––652.4
Lease liabilities
70.332.045.39.2156.8
734.744.0819.39.21,607.2
Derivative liabilities
Interest rate swaps
0.10.7(0.4)–0.4
0.10.7(0.4)–0.4
Tota l
734.844.7818.99.21,607.6
1. Excludes contract liabilities.
For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last repricing date.
Cash flows represented are contractual and calculated on an undiscounted basis, based on current rates at the reporting date.
136 Ventia Annual Report 2022
4.7.3. Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group is exposed to counterparty credit risk arising from its operating activities (primarily customer receivables) and
financing activities, including deposits with banks and financial institutions, foreign exchange and other financial instruments.
The
maximum exposure to credit risk arising from potential default of the counterparty is equal to the carrying amount of the
financial assets.
Credit risks related to balances with banks and financial institutions are managed by the Group’s finance team in accordance with
approved policies. Such policies only allow financial derivative instruments to be entered into with high credit quality financial
institutions.
Trade receivables consist of receivables from government agencies and corporations. Receivables balances are monitored
regularly with the result that the Group’s exposure to credit losses to date have been negligible.
At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on such financial
instruments, except for certain trade and other receivable with impairment allowance recognised (refer to Note 3.1).
Guarantees
Details of outstanding guarantees are provided in Note 6.1. The Group is, in the normal course of business, required to provide
guarantees and letters of credit on behalf of controlled entities, joint ventures and related parties in respect of their contractual
performance related obligations.
Maximum credit exposure
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to
credit risk at the reporting date was:
31 December
2022
$’m
31 December
2021
$’m
Cash and cash equivalents280.0180.2
Trade receivables and contract assets, net of impairment allowance783.2659.4
Other receivables2.23.9
Amounts receivable from related parties16.017.3
Derivative assets9.7–
Tota l1,091.1860.8
The ageing of the Group’s gross trade receivables at the reporting date was:
31 December
2022
$’m
31 December
2021
$’m
Gross aged receivables 0-90 days246.3239.1
Gross aged receivables more than 90 days8.52.3
Tota l254.8241.4
Ventia Annual Report 2022
137
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
4.7.4. Fair value measurement of financial instruments
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.
The following table provides information about how the fair values of these financial assets and financial liabilities are determined.
They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are observable.
Level 1
F
air value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2
F
air value measurements are those derived from inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are
not based on observable market data (unobservable inputs).
Fair Value AssetFair Value Liability
2022
$’m
2021
$’m
2022
$’m
2021
$’m
Fair Value
Hierarchy
Interest rate swaps9.7–0.30.4Level 2
Tota l9.7–0.30.4
There were no transfers between level 1, level 2 or level 3 during the year.
Estimation of fair values
The fair value of interest rate and cross currency swaps is determined using a discounted cash flow model where future cash flows
are estimated based on market forward rates as at the end of the year and the contract rates, discounted at a rate that reflects the
credit risk of the various respective counterparties.
Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis
The carrying value of cash and cash equivalents, financial assets, bank and other loans, and non-interest bearing monetary
financial liabilities of the Group approximate their fair value.
Significant Accounting Policies
Derivatives
Derivative financial instruments are stated at fair value. Where derivative financial instruments qualify for hedge accounting,
recognition of changes in fair value depends on the nature of the item being hedged. Hedge accounting is discontinued when
the hedging relationship is revoked, or the hedging instrument expires, is sold, terminated, exercised, or no longer qualifies for
hedge accounting.
The derivative financial instruments of the Group qualify for a cash flow hedge. Refer to Note 4.4 for the accounting policy.
A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more
than 12 months and it is not due to be realised or settled within 12 months. Otherwise, they are classified as current.
4.8 Commitments for capital expenditure
Capital expenditure commitments of the Group at the reporting date are as follows:
31 December
2022
$’m
31 December
2021
$’m
Estimated capital expenditure under firm contracts, payable:
Not later than one year10.19.3
Later than one year, not later than two years––
Beyond two years––
Total capital expenditure commitments
1
10.19.3
1. There were no material commitments related to joint arrangements.
138 Ventia Annual Report 2022
4.9 Receivable finance arrangements
The Group has a receivables financing facility with a banking institution. The level of non-recourse factoring across the Group was
$34.5 million as at 31 December 2022 (2021: $30.3 million).
Certified receivables are sold to this banking institution on a non-recourse basis and are acknowledged by the customer with
payment only being subject to the passage of time. Under the factoring arrangements:
•
The certified receivables are derecognised where the risks and rewards of the receivables have been transferred, as the cash flow
is only derived when there are goods or services provided or work performed by the Group for which it is entitled to be paid;
•
The cash flow to the Group only arises when there is an amount certified by the customer and contractually due to be paid
to the Group, and there are no disputes regarding the amounts due and the customer has acknowledged this by way of
certification; and
•
The receipt by the Group irrevocably removes the Group’s right to the certified receivable due from the customers.
5. Group structure
5.1 Business combinations
5.1.1. Current year acquisition
Ventia Utility Services Pty Limited and Ventia Australia Pty Limited (controlled entities of the Company) entered into an agreement
to acquire certain assets from ATC Energy, an electrical transmission and distribution services provider headquartered in
Victoria, and offer employment to certain employees of ATC Energy. The transaction was assessed to be a business combination.
The acquisition strengthens the Group’s offering in the electricity and gas market. The transaction was completed on
7 November 2022.
The total consideration paid for the acquisition was $5.7 million. Goodwill of $2.1 million was recognised. Other assets and
liabilities acquired were individually not material.
From the date of acquisition, the contribution to revenue and profit after income tax from the above acquisition for the year ended
31 December 2022 was not material. If the acquisition had occurred at the start of the reporting period, management estimates
that the consolidated revenue and profit after income tax for the year would not have been materially different to what has
been reported.
5.1.2. Prior year acquisition
On 31 October 2021, Ventia Holdings I Pty Limited (a controlled entity of the Company) acquired the entire share capital of Kordia
Solutions Pty Limited (Kordia). Kordia provides design, consultancy, maintenance and construction services for fixed and mobile
indoor and outdoor telecommunications networks to major public and private built environments and its acquisition strengthens
Group’s telecommunication offering.
Details of the purchase consideration and net assets assumed are summarised as follows:
Final Fair Value
$’m
Purchase consideration
Cash consideration paid
1.2
Deferred consideration
1
10.0
Net assets acquired at fair value
(11.0)
Goodwill
0.2
1. The deferred consideration was settled in 2022.
Ventia Annual Report 2022 139
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
The recognised amounts of assets and liabilities as a result of the acquisition are as follows:
$’m
Cash and cash equivalents1.0
Trade and other receivables52.5
Inventories1.1
Total current assets54.6
Right-of-use assets2.8
Property, plant and equipment0.8
Intangible assets0.9
Total non-current assets4.5
Total assets59.1
Trade and other payables31.6
Employee benefit liabilities6.5
Provisions 2.9
Lease liabilities2.8
Total current liabilities43.8
Deferred tax liabilities4.3
Total non-current liabilities4.3
Total liabilities48.1
Total identifiable net assets acquired11.0
From the date of acquisition, Kordia’s contribution to revenue and profit after income tax for the year ended 31 December 2021
was not material. If the acquisition had occurred at the start of the reporting period, management estimates that the consolidated
revenue and profit after income tax for the year would not have been materially different to what has been reported.
Significant Accounting Policies
The acquisition method of accounting is used to account for all business combinations. The consideration for the acquisition
of a controlled entity comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued
by the Group. The consideration transferred also includes the fair value of any pre-existing equity interest in the controlled
entity. Acquisition related costs are expensed as incurred. Identifiable assets acquired and liabilities assumed in a business
combination are measured at their fair values at the acquisition date. On an acquisition by acquisition basis, the Group
recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s net identifiable assets. The excess of the consideration transferred over the fair value of the Group’s
share of the net identifiable assets acquired is recorded as goodwill. Where the consideration is less than the fair value of
the net identifiable assets of the controlled entity acquired, the difference is recognised directly in profit or loss as a gain on
acquisition of a controlled entity.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and
settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date
and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new
information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected
the amounts recognised as of that date.
140 Ventia Annual Report 2022
5.2 Equity accounted investments
2022
$’m
2021
$’m
Joint ventures
Balance at start of year4.910.1
Share of profits
1
3.55.2
Share of income tax expense
1
–(1.2)
Dividends received(2.6)(9.2)
Balance at end of year5.84.9
1. In 2021, the share of income tax expense was included in the Income tax (expense)/benefit in the Consolidated Financial Statement of Profit or Loss. In 2022, the
share of profits represented the share of profits after income tax.
Ownership Interest
Joint Venture
Country of
Incorporation
Statutory
Reporting Date
31 December
2022
%
31 December
2021
%
Aroona P&T Pty LtdAustralia31 December
50.050.0
Brisbane Motorway Services Pty LimitedAustralia30 June
50.050.0
Gateway Motorway Services Pty LimitedAustralia30 June
50.050.0
Skout Solutions Pty LimitedAustralia31 December
50.050.0
SV Joint Venture Pty LimitedAustralia31 December
50.050.0
Translink Investments Pty LimitedAustralia30 June
50.050.0
Ventia Boral Amey NSW Pty Limited
1
Australia31 December
66.666.6
Ventia Boral Amey QLD Pty Limited
1
Australia31 December
64.464.4
Venture Smart Pty LimitedAustralia31 December
50.050.0
Skout Solutions (NZ) LimitedNew Zealand31 December
50.050.0
Broadspectrum WorleyParsons JV (M) Sdn BhdMalaysia31 December
50.050.0
1. While the Group holds a greater than 50% interest in these joint venture entities, voting rights on key matters are shared among the joint venture entity participants, and
therefore the Group accounts for these joint venture entities using the equity method.
The Group’s share of the joint ventures’ carrying amounts is presented below in aggregate, as they are individually immaterial:
2022
$’m
2021
$’m
Carrying amounts
Current assets15.312.0
Non-current assets9.911.2
Current liabilities(9.4)(8.4)
Non-current liabilities(10.0)(9.9)
Net assets5.84.9
Total comprehensive income
Profit after income tax from continuing operations3.54.0
Total comprehensive income3.54.0
There are no material commitments held by joint ventures.
Ventia Annual Report 2022 141
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Significant Accounting Policies
The Group’s interests in equity accounted investees comprise interests in joint venture entities only.
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the
arrangement, rather than rights to its assets and obligations for its liabilities.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require unanimous consent of the parties sharing control.
Interests in joint ventures are accounted for using the equity method. Under this method, the interests are initially recognised
in the Consolidated Statement of Financial Position at cost, including transaction costs and goodwill on acquisition,
and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and movements in other
comprehensive income in profit or loss and other comprehensive income respectively.
The requirements of AASB 136 Impairment of Assets are applied to determine whether it is necessary to recognise any
impairment loss with respect to the Group’s investment in a joint venture. When necessary, the entire carrying amount of
the investment (including goodwill) is tested for impairment in accordance with AASB 136 as a single asset by comparing its
recoverable amount (higher of value in use, and fair value less costs of disposal) with its carrying amount. Any impairment
loss recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment.
Any
reversal of that impairment loss is recognised in accordance with AASB 136 to the extent that the recoverable amount
of the investment subsequently increases.
When a Group entity transacts with a joint venture of the Group, profits and losses resulting from the transactions with the
joint venture are recognised in the Consolidated Financial Statements only to the extent of interests in the joint venture that
are not related to the Group.
Dividends are recognised when the dividend is declared. Dividends received reduce the carrying amount of the investment in
joint ventures.
5.3 Joint operations
The Group has the following interests in joint operations whose primary activity is providing services:
Ownership Interest
Joint Operation
Country of Incorporation
or Establishment
2022
%
2021
%
Allwater Australia50.050.0
Arup Pty Limited & BMD Constructions Pty Ltd &
Ventia Pty Limited (Smartways)
Australia20.020.0
BRSJay Australia50.050.0
Confluence Water Australia42.542.5
Gold Coast Infrastructure SolutionsAustralia50.0–
MTC-Broadspectrum
1
Australia–50.0
Trace UJV
2
Australia80.080.0
Utilita Water Solutions Australia50.050.0
Ventia Boral Amey NSW
2
Australia66.666.6
Ventia Boral Amey QLD
2
Australia64.464.4
Watersure Australia40.040.0
1. The Group exited from the joint operation in 2022.
2.
While the Gr
oup holds a greater than 50% interest in these joint operations, as they are formed by contractual arrangements and are not entities, the Group
recognises its share of assets, liabilities, revenue and expenses arising from these arrangements.
142 Ventia Annual Report 2022
Significant Accounting Policies
A joint operation is an arrangement in which the Group has joint control whereby the Group has rights to the assets, and
obligations for the liabilities, relating to an arrangement. The Group accounts for its share of jointly held assets, liabilities,
revenues and expenses of joint operations.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require unanimous consent of the parties sharing control.
When a Group entity transacts with a joint operation in which a Group entity is a joint operator (such as a sale or contribution
of assets), the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains
and losses resulting from the transactions are recognised in the Consolidated Financial Statements only to the extent of other
parties’ interests in the joint operation.
When a Group entity purchases assets from a joint operation in which a Group entity is a joint operator, the Group does not
recognise its share of the gains and losses until it resells those assets to a third party.
5.4 Discontinued operations
APP Corporation Pty Ltd (APP) delivers professional services to the property and infrastructure sectors, and was a wholly-owned
subsidiary of BRS Holdco Pty Ltd which was acquired by the Group on 30 June 2020. On 1 July 2020, the Group announced its
intention to sell APP and its subsidiaries, and actively started to market the business for sale. Therefore, APP was considered
to be a subsidiary acquired exclusively with a view to resale and was classified as an asset held for sale at 31 December 2020.
On 3 March 2021, Broadspectrum (Holdings) Pty Ltd (a controlled entity of Ventia Services Group Limited) signed an agreement
with a third party to sell the entire share capital of APP. Completion of the transaction took place on 19 March 2021.
Significant Accounting Policies
Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather
than continuing use and the sale is considered highly probable.
Assets held for sale are measured at the lower of their carrying amount, and fair value less costs to distribute or sell, except for
assets such as deferred tax assets, assets arising from employee benefits, and financial assets which are specifically exempt
from this measurement requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell or
distribute. A gain is recognised for any subsequent increases in fair value less costs to sell or distribute of an asset, but not in
excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the
sale of the asset is recognised at the date of derecognition.
Assets are not depreciated or amortised while they are classified as held for sale.
Interest and other expenses attributable to the liabilities associated with assets held for sale continue to be recognised.
5.5 Subsidiaries
5.5.1. Deed of Cross Guarantee
Ventia Services Group Limited and each of the wholly-owned subsidiaries set out below (together referred to as the Closed Group)
have entered into a Deed of Cross Guarantee (Deed), as defined in ASIC Corporations (Wholly-owned Companies) Instrument
2016/785 (the Instrument). The effect of the Deed is that each entity in the Closed Group guarantees the payment in full of all debts
of the other entities in the Closed Group in the event of their winding up.
Pursuant to the Instrument, the wholly-owned subsidiaries within the Closed Group are relieved from the requirement to prepare,
audit, and lodge separate financial reports.
Ventia Annual Report 2022 143
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
i. Parties to the Deed
Name of Entity
Broadspectrum (Finance) Pty LtdVentia Australia Pty Ltd
Broadspectrum (Holdings) Pty LtdVentia Finco Pty Ltd
Broadspectrum (International) Pty LtdVentia Holdings I Pty Limited
Broadspectrum (Oil & Gas) Pty LtdVentia Property Pty Ltd
Broadspectrum Pty LtdVentia Pty Limited
BRS Holdco Pty LtdVentia Services Group Limited
Easternwell Group Assets Pty LtdVentia Services Pty Ltd
Easternwell Group Investments Pty LimitedVentia Solutions Pty Limited
Easternwell Group Operations Pty LtdVentia Utility Services Pty Limited
Easternwell Group Pty LtdVisionstream Australia Pty Limited
Easternwell WA Pty LtdVisionstream Pty Limited
Piver Pty Ltd Visionstream Services Pty Limited
Ventia Asset Infrastructure Services Pty Limited
ii. Financial position and performance
A Statement of Profit or Loss and Statement of Financial Position, for the entities which are party to the Deed at the reporting date
are as follows:
2022
$’m
2021
$’m
Continuing operations
Revenue4,550.23,940.9
Expenses(4,215.7)(3,684.3)
Share of profits of joint ventures3.55.2
Earnings before interest, income tax, depreciation and amortisation338.0261.8
Depreciation expense(79.7)(93.7)
Amortisation expense(35.1) (84.7)
Earnings before interest and income tax223.283.4
Net finance costs(31.6)(133.7)
Profit/(loss) before income tax191.6(50.3)
Income tax (expense)/benefit(17.0)12.5
Profit/(loss) after income tax from continuing operations174.6(37.8)
144
Ventia Annual Report 2022
31 December 2022
$’m
31 December 2021
$’m
Current assets
Cash and cash equivalents266.3164.4
Trade and other receivables731.6622.6
Current tax asset–19.7
Inventories20.831.0
Derivative assets4.5–
Total current assets1,023.2837.7
Non-current assets
Trade and other receivables11.08.6
Investment in subsidiaries50.050.0
Equity accounted investments 5.84.8
Derivative assets5.2–
Deferred tax assets229.1214.6
Right-of-use assets93.5116.5
Property, plant and equipment124.6145.5
Intangible assets67.7125.0
Goodwill1,072.61,072.6
Total non-current assets1,659.51,737.6
Total assets2,682.72,575.3
Current liabilities
Trade and other payables901.7803.5
Derivative liabilities0.30.2
Employee benefit liabilities139.1165.9
Provisions26.338.1
Lease liabilities34.254.1
Current tax liability11.8–
Total current liabilities1,113.41,061.8
Non-current liabilities
Trade and other payables21.123.5
Employee benefit liabilities77.886.0
Provisions154.4202.0
Derivative liabilities–0.2
Lease liabilities67.568.1
Borrowings744.9743.2
Total non-current liabilities1,065.71,123.0
Total liabilities2,179.12,184.8
Net assets503.6390.5
Equity
Share capital374.5374.5
Reserves(30.3)(42.7)
Retained earnings159.458.7
Total equity503.6390.5
Ventia Annual Report 2022
145
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
5.5.2. Details of subsidiaries
The subsidiaries of Ventia Services Group Limited are as follows:
Interest Held %
Name of EntityCountry of Incorporation20222021
BE & MG Pty Ltd
1
Australia
100100
BR & I Pty Ltd
1
Australia
100100
Broadspectrum (East Timor) Pty Ltd
1
Australia
100100
Broadspectrum (Finance) Pty Ltd
1,2
Australia
100100
Broadspectrum (Holdings) Pty Ltd
1,2
Australia
100100
Broadspectrum (International) Pty Ltd
1,2
Australia
100100
Broadspectrum (Oil & Gas) Pty Ltd
1,2
Australia
100100
Broadspectrum (USM) Holdings Pty Ltd
1
Australia
100100
Broadspectrum Australia (QLD) Pty Ltd
1
Australia
100100
Broadspectrum Escrow Pty Ltd
1
Australia
100100
Broadspectrum Holdings (Delaware) Pty Ltd
1
Australia
100100
Broadspectrum Pty Ltd
1,2
Australia
100100
Broadspectrum Services Pty Ltd
1
Australia
100100
BRS Holdco Pty Ltd
1,2
Australia
100100
ChargePoint Pty Limited
1
Australia
100100
Delron Cleaning Pty Ltd
1
Australia
100100
Delron Group Facility Services Pty Limited
1
Australia
100100
Eastern Catering Services Holdings Pty Ltd
1
Australia
100100
Eastern Catering Services Pty Ltd
1
Australia
100100
Eastern Pressure Control Pty LtdAustralia
5151
Eastern Well Rigs Pty Ltd
1
Australia
100100
Eastern Well Service No 2 Pty Ltd
1
Australia
100100
Easternwell Drilling Holdings Pty Ltd
1
Australia
100100
Easternwell Drilling Services Assets Pty Ltd
1
Australia
100100
Easternwell Drilling Services Holdings Pty Ltd
1
Australia
100100
Easternwell Drilling Services Labour Pty Ltd
1
Australia
100100
Easternwell Drilling Services Operations Pty Ltd
1
Australia
100100
Easternwell Energy Rigs Pty Ltd
1
Australia
100100
Easternwell Group Assets Pty Ltd
1,2
Australia
100100
Easternwell Group Investments Pty Limited
1,2
Australia
100100
Easternwell Group Operations Pty Ltd
1,2
Australia
100100
Easternwell Group Pty Ltd
1,2
Australia
100100
Easternwell WA Pty Ltd
1,2
Australia
100100
Gorey & Cole Drillers Pty Ltd
1
Australia
100100
Gorey & Cole Holdings Pty Ltd
1
Australia
100100
146 Ventia Annual Report 2022
Interest Held %
Name of EntityCountry of Incorporation20222021
ICD (Asia Pacific) Pty Limited
1
Australia
100100
O.G.C. Services Pty Ltd
1
Australia
100100
Piver Pty Ltd
1,2
Australia
100100
Silcar Pty Ltd
1
Australia
100100
Ten Rivers Pty Ltd
1
Australia
100100
TS (Procurement) Pty Ltd
1
Australia
100100
Ventia Asset Infrastructure Services Pty Limited
1,2
Australia
100100
Ventia Australia Pty Ltd
1,2
Australia
100100
Ventia Environmental Services Pty Limited
1
Australia
100100
Ventia Finco Pty Limited
1,2
Australia
100100
Ventia Holdings I Pty Limited
1,2
Australia
100100
Ventia IP Holdings Pty Ltd
1
Australia
100100
Ventia Leasing Pty Limited
1
Australia
100100
Ventia Property Pty Ltd
1,2
Australia
100100
Ventia Pty Limited
1,2
Australia
100100
Ventia Services Group EIP Pty Ltd
1
Australia
100100
Ventia Services Pty Ltd
1,2
Australia
100100
Ventia Solutions Pty Limited
1,2,3
Australia
100100
Ventia Training Pty Ltd
1
Australia
100100
Ventia Utility Services Pty Limited
1,2
Australia
100100
Vision Hold Pty Limited
1
Australia
100100
Visionstream Australia Pty Limited
1,2
Australia
100100
Visionstream Pty Limited
1, 2
Australia
100100
Visionstream Services Pty Limited
1,2
Australia
100100
Transfield Services (Asia) Sdn Bhd Malaysia
100100
Broadspectrum (Mauritius) Limited
4
Mauritius
-100
Silcar Nouvelle-Caledonie SASNew Caledonia
100100
BRS (NZ Holdings) LimitedNew Zealand
100100
BRS (NZ) LimitedNew Zealand
100100
TSNZ Pulp & Paper Maintenance Limited New Zealand
100100
Ventia NZ LimitedNew Zealand
100100
Ventia NZ Operations LimitedNew Zealand
100100
Ventia Pty Limited (NZ Branch)New Zealand
100100
Visionstream NZ LtdNew Zealand
100100
Ventia Deco LLCUnited States of America
100100
1. Entities included in the Tax Consolidated Group.
2. Entities party to the Deed of Cross Guarantee entered into on 17 December 2021, pursuant to the Instrument, with Ventia Services Group Limited as the holding
entity under the Deed.
3.
This entity was previously named as Kordia Solutions Pty Ltd.
4. This entity was deregistered during the year.
Ventia Annual Report 2022 147
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
5.6 Parent entity information
As at, and throughout the financial year ended 31 December 2022, the parent entity of the Group was Ventia Services Group
Limited. A Statement of Profit or Loss and Statement of Financial Position for the Company are set out below:
2022
$’m
2021
$’m
Profit after income tax 70.425.9
Total comprehensive income 70.425.9
31 December
2022
$’m
31 December
2021
$’m
Total current assets1.010.0
Total non-current assets453.0395.6
Total assets454.0405.6
Total current liabilities75.029.0
Total non-current liabilities––
Total liabilities75.029.0
Net assets379.0376.6
Share capital374.5374.5
Reserves1.5(4.5)
Retained earnings3.06.6
Total equity379.0376.6
Guarantees
The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of
certain subsidiaries. Further details on the Deed of Cross Guarantee and the subsidiaries subject to the Deed are disclosed in
Note 5.5.1.
Other guarantees held by the parent entity are the same as those held by the Group as disclosed in Note 6.1.
Commitments for capital expenditure and contingent liabilities
The parent entity does not have any commitments or contingent liabilities (2021: nil), except as disclosed in Note 6.1.
Significant Accounting Policies
Financial information for the Company, Ventia Services Group Limited, has been prepared on the same basis as the
Consolidated Financial Statements. The following are accounting policies that are significant to the Company only as the
related transactions are either not material for the Group or eliminated on consolidation.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost and are tested for impairment in accordance with the policy adopted for
non-financial assets in Note 3.7. Dividends received from subsidiaries are recognised in profit or loss when a right to receive
the dividend is established.
148 Ventia Annual Report 2022
5.7 Related parties
Related parties are persons or entities that are related to the Group as defined by AASB 124 Related Party Disclosures. This note
provides information about transactions with related parties during the year.
The Company’s two largest shareholders are AIF VIII Singapore Pte Limited (Apollo), a company domiciled in Singapore and CIMIC
Group Investments No.3 Pty Limited (CIMIC), a company domiciled in Australia. The ultimate parent entities of the respective
entities above are Apollo Global Management, LLC a company incorporated in the United States of America and listed on the
New
York Stock Exchange and Actividades de Construcción y Servicios, SA, a company incorporated in Spain and listed on the
Bolsa de Madrid Stock Exchange.
Transactions within the Group
During the year and previous years, subsidiaries of Ventia Services Group Limited advanced loans to, received and repaid loans
from, and provided treasury, accounting, legal, taxation, and administrative services to other Group entities.
Group entities also exchanged goods and services in sale and purchase transactions. All transactions occurred on the basis of
normal commercial terms and conditions. Balances and transactions between the Company and its subsidiaries, which are related
parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
Transactions with related parties
Ventia SaleCo Limited
On 29 September 2021, Ventia SaleCo Limited (SaleCo) was incorporated to facilitate the sale and transfer of shares from the
existing shareholders of Ventia Services Group Limited (Company) to the successful applicants as part of the IPO. The sole
shareholder of SaleCo is Fremac Nominees Pty Ltd (ACN 001 430 913). Robert Cotterill, Kevin Crowe, David Moffatt and Ignacio
Segura Surinach were appointed as Directors of SaleCo on 29 September 2021.
On 19 November 2021, the IPO of the shares in the Company was completed and the Company was formally listed on both the
Australian Securities Exchange and New Zealand’s Exchange. In total, SaleCo held 37,634,104 shares at a value of $63,977,976
representing 11.9% of the shares on issue at completion of the IPO. As at 31 December 2021, SaleCo held no shares in Ventia
Services Group Limited.
Other related party transactions
The following table provides the total amount of transactions that have been entered into with other related parties and
outstanding balances at the end of reporting period:
2022
Revenue
$’000
Expenses
$’000
Current
Receivables
$’000
Non-Current
Receivables
$’000
Current
Payables
$’000
Apollo and CIMIC related entities15,13611,146751–1,429
Joint arrangements64,00470,0736,2598,9956,334
79,14081,2197,0108,9957,763
2021
Revenue
$’000
Expenses
$’000
Current
Receivables
$’000
Non-Current
Receivables
$’000
Current
Payables
$’000
Apollo and CIMIC related entities5,33110,5131,450–1,113
Joint arrangements100,52658,8837,2518,5902,723
105,85769,3968,7018,5903,836
All related party relationships are based on normal commercial arms’ length terms. None of the Non-executive directors were,
or are, involved in any procurement of these products and services.
During FY22, Ventia delivered project services to entities controlled by CIMIC Group. The value of services provided was
$15.1
million (FY21: $5.3 million). During FY22, Ventia procured $1.9 million of services from CIMIC related entities. The nature
of the services included parent guarantee fees together with other project services.
During FY22, Ventia procured cloud computing services from a global IT Services provider. As at 31 December 2022, this entity
is controlled by investment funds affiliated with Apollo Global Management Inc. The value of services procured was $9.2 million
(FY21: $7.4 million)
Ventia Annual Report 2022 149
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2022
Key Management Personnel compensation
All transactions with Directors and Key Management Personnel (including their related parties) were conducted on an arm’s length
basis in the ordinary course of business and under normal terms and conditions for customers and employees.
The total remuneration for Key Management Personnel (KMP) is as follows:
2022
$’000
2021
$’000
Short-term employee benefits4,8315,185
Post-employment benefits170151
Other long-term benefits3633
Share-based payments2,1061,348
7,1436,717
Details of equity instruments provided as compensation to KMP and shares issued on exercise of these instruments, together with
the terms and conditions of the instruments, are disclosed in the Remuneration Report.
6. Other
6.1 Contingent liabilities
6.1.1. Indemnities
Indemnities given by third parties on behalf of the Group in the ordinary course of business are as follows:
31 December
2022
$’m
31 December
2021
$’m
Insurance, performance and payment bonds393.0424.4
Letters of credit–3.3
393.0427.7
6.1.2. Legal claims
Legal claims arise in the ordinary course of business. The Directors consider that appropriate provisions have been raised to reflect
expected settlement amounts and finalisation of open matters and therefore no contingent liabilities for legal settlements have
been noted.
6.1.3. Gateway Motorway project
Claims have been made by Queensland Motorways Pty Limited (QML) in the Supreme Court of Queensland against various parties,
including the head design, construction and maintenance contractors of the Gateway Motorway project (D&C Contractor) in
relation to alleged defects in the motorway upgrade project.
Two companies in which the Group has an interest, Visionstream Australia Pty Limited (VA) (a wholly-owned subsidiary) and
Gateway Motorway Services Pty Limited (GMS) (a 50/50 joint venture company), independently provided services to the
D&C Contractor in connection with the project. The D&C Contractor has sought to pass down the nature and the value of certain
claims made against it by QML to VA, and separately GMS.
Both VA and GMS have respectively served their defence to each allegation, denying all liability. The effect of contractual liability
caps, any applicable insurance cover and other relevant matters, will need to be considered.
The future liability arising from the above matters, if any, cannot be reasonably determined at this stage.
150 Ventia Annual Report 2022
6.2 Auditors’ remuneration
The auditors’ remuneration for the Group is as follows:
2022
$’000
2021
$’000
Deloitte Touche Tohmatsu and related network firms
Audit or review of financial statements
Group1,1601,030
Subsidiaries and joint operations6090
Total audit or review1,2201,120
Other assurance and agreed-upon procedures under other legislation or contractual
agreements
1
831,885
Other services:
Other non-assurance services–10
Total other services831,895
1,3033,015
1. In 2021, other assurance and agreed-upon procedures include $1,875,000 in relation to assurance services with respect to the IPO of shares in the Company, and
$10,000 in relation to assurance services with respect to other legislation or contractual agreements.
The Group paid KPMG Audit SARL (KPMG) $8,000 for the audit of an overseas subsidiary in respect of the year ended
31 December 2021. No audit fees were incurred, paid or payable to KPMG in respect of the year ended 31 December 2022.
6.3 Events after the reporting period
Since the end of the financial year, the Directors have resolved to pay a final dividend of 8.28 cents per fully paid ordinary share,
80% franked at 30% tax rate (2021: 1.47 cents per share, fully franked).
In accordance with AASB 110 Events after the Reporting Period, the aggregate amount of the proposed final dividend of
$70.8 million (2021: $12.6 million) is not recognised as a liability as at 31 December 2022.
Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since
31 December 2022 that has significantly affected or may significantly affect:
•
The Group’s operations in future financial years;
•
The results of those operations in future financial years; or
•
The Group’s state of affairs in future financial years.
Ventia Annual Report 2022 151
In the opinion of the Directors of Ventia Services Group Limited (Company):
a. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable;
b. the attached Consolidated Financial Statements are in compliance with International Financial Reporting Standards, as stated
in Note 1.1 to the Consolidated Financial Statements;
c.
the attached Consolidated Financial Statements and notes thereto are in accordance with the Corporations Act 2001, including
compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group;
and
d. the Directors have been given the declarations required by Section 295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Corporations (Wholly-owned
Companies) Instrument 2016/785. The nature of the Deed of Cross Guarantee is such that each company which is party to the
Deed
guarantees to each creditor payment in full of any debt in accordance with the Deed of Cross Guarantee.
In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the Instrument
applies, as detailed in Note 5.5.1 to the Consolidated Financial Statements will, as a group, be able to meet any obligations or
liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.
Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act 2001.
On behalf of the Directors.
David Moffatt
Chairman
23 F
ebruary 2023
Directors’ Declaration
152 Ventia Annual Report 2022
Independent Auditor’s Report
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Tel: +61 2 9322 7000
www.deloitte.com.au
Independent Auditor’s Report to the Members of Ventia
Services Group Limited
RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt
Opinion
We have audited the financial report of Ventia Services Group Limited (the “Company”) and its subsidiaries (the
“Group”) which comprises the consolidated statement of financial position as at 31 December 2022, the
consolidated statement of profit or loss and other comprehensive income , the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
• Giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its financial
performance for the year then ended; and
• Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are
relevant to our audit of the financial reports in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report for the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Ventia Annual Report 2022 153
KKeeyy AAuuddi itt MMa atttteer r HHooww tthhee ssccooppee oof f oouurr aauuddi itt rrees sppoonnddeedd ttoo tthhee KKeeyy AAuuddi itt MMa at ttteer r
RReec cooggnniittiioonn oof f rreevveennuuee aanndd rreec coov veer ryy oof f
rreellaatteedd ccoonnttrraacctt aasssseettss
As disclosed in Note 2.1, the Group has
recognised services revenue of $5,167.5
million in the year. Due to the range of
services provided by the Group a number
of different contractual arrangements exist
that underpin the recognition and
measurement of this revenue.
Management are required to exercise
judgement in determining the timing of
recognition and quantum of measurement
which includes, amongst other matters,
consideration of the following:
• interpretation of terms and conditions
in relation to the relevant
performance obligations in
accordance with contractual
arrangements;
• determination of stage of completion
and measurement of progress
towards satisfaction of performance
obligations where these are not
satisfied at a point in time;
• the allocation of revenue and costs to
performance obligations where
multiple deliverables and services
exist;
• the Group’s performance against
contractual obligations and the impact
on revenue and costs of delivery; and
• determination of contractual
entitlement and assessment of the
probability of customer approval of
changes in price.
When services revenue is recognised a
corresponding contract asset balance is
also recorded on the balance sheet
representing the Group’s right to
consideration for the services transferred
to date. Contract assets include amounts
recognised as variable consideration.
Contract assets are reclassified to trade
receivables when these amounts have
been certified or invoiced to a customer.
Our procedures included, amongst others:
• Evaluating management’s processes and controls in respect
of the recognition of services revenue. As part of this
process, we tested relevant controls including:
- the review process conducted at contract tender in
line with the relevant Delegation of Authority and
contractual risk approval requirements;
- approval of contract variations;
- the review and authorisation control over the
monthly reporting packs for all contracts; and
- project reviews undertaken by Group management.
• Holding calls with a sample of project leaders at sites across
the Group’s operating sectors to enhance our
understanding of the Group’s contracting processes and to
discuss directly with project management the risks and
opportunities in relation to individual contracts.
• Selecting and testing a sample of contracts based on a
number of quantitative and qualitative factors which may
indicate that a greater level of judgement is required in
recognising revenue, including:
- history of issues identified;
- high potential impact and high likelihood of risk
events;
- material new contracts;
- significant unapproved claims or variations;
- high value contracts; and
- loss making contracts.
• Selecting and testing a sample from the remaining
population of contracts.
For the contracts selected the following procedures were
performed where relevant, amongst others:
- obtaining an understanding of the contract terms
and conditions to evaluate whether these were
reflected in management’s method for recognition of
contract revenue;
- assessing the measurement of the value to
customers of goods and services transferred, and
evaluating evidence of such transfer;
- where applicable, assessing the forecast costs to
complete through discussion with and challenge of
project managers and finance personnel;
154 Ventia Annual Report 2022
INDEPENDENT AUDITOR’S REPORT
We focused on the recognition of services
revenue and of the related contract assets
as a key audit matter due to the number
and type of estimation events over the
course of a contract and the unique nature
of individual contract terms.
- testing contractual entitlement relating to contract
modifications, variations and claims recognised
within contract revenue to supporting
documentation and by reference to the underlying
contracts; and
- evaluating contract performance in the period since
year end to audit report date to assess the validity of
management’s year end revenue recognition
judgements.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 31 December 2022,
, but does not include the financial report and
our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report, or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that give a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Ventia Annual Report 2022 155
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision, and performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
156 Ventia Annual Report 2022
INDEPENDENT AUDITOR’S REPORT
RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 77 to 91 of the Directors’ Report for the year ended
31 December 2022.
.
In our opinion, the Remuneration Report of Ventia Services Group Limited, for the year ended 31 December 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
H Fortescue
Partner
Chartered Accountants
Sydney, 23 February 2023
RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 77 to 91 of the Directors’ Report for the year ended
31 December 2022.
.
In our opinion, the Remuneration Report of Ventia Services Group Limited, for the year ended 31 December 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
H Fortescue
Partner
Chartered Accountants
Sydney, 23 February 2023
Ventia Annual Report 2022 157
Shareholder Information
158 Ventia Annual Report 2022
The following information is provided regarding the Issued Capital of Ventia as at 3 February 2023:
The Issued Capital consisted of 855,484,445 fully-paid ordinary shares. Ventia’s fully paid ordinary shares are listed on the
Australian Securities Exchange (ASX) and as a foreign exempt issuer on the New Zealand Exchange Main Board (NZX) under the
code “VNT”. Holders of VNT’s fully paid ordinary shares have, at general meetings, one vote on a show of hands and, upon a poll,
one vote for each fully paid ordinary share held by them.
Escrow arrangements
There are 597,983,626 fully paid ordinary shares subject to voluntary escrow arrangements. This will be released from voluntary
escrow at 4.15pm on 24 February 2023. Further details of the voluntary escrow arrangements are set out in section 27 of Ventia’s
Supplementary Prospectus dated 15 November 2021.
Share rights
There were 19 holders of 314,760 share rights.
Unmarketable parcels
There were 90 holders of less than a marketable parcel of 207 shares.
Distribution schedule of ordinary shares
RangeTotal holdersSecuritiesPercentage
1 – 1,000648332,2700.04
1,001 – 5,0003,0027,832,7280.92
5,001 – 10,0001,1188,596,5861.00
10,001 – 100,0001,36330,593,4513.58
100,001 and over54808,129,41094.46
Tota l6,185855,484,445100%
20 largest holders of ordinary shares
RankNameSecurities Percentage
1AIF VIII SINGAPORE PTE LTD280,366,97132.77
1CIMIC GROUP INVESTMENTS NO 3 PTY LIMITED280,366,97132.77
3J P MORGAN NOMINEES AUSTRALIA PTY LIMITED75,351,5338.81
4CITICORP NOMINEES PTY LIMITED.47,759,4335.58
5HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED36,177,6614.23
6VENTIA SERVICES EIP PTY LTD34,480,6934.03
7NATIONAL NOMINEES LIMITED13,424,4641.57
8BNP PARIBAS NOMINEES PTY LTD 11,428,9341.34
9WARBONT NOMINEES PTY LTD 3,551,3990.42
10UBS NOMINEES PTY LTD2,838,1070.33
11NEWECONOMY COM AU NOMINEES PTY LIMITED 2,610,9130.31
12MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED2,262,2660.26
13FIRST SAMUEL LTD ACN 086243567 2,217,8630.26
14BNP PARIBAS NOMS PTY LTD <DRP>1,994,5830.23
15CITICORP NOMINEES PTY LIMITED 1,207,0970.14
16MARK RALSTON1,085,6580.13
17BNP PARIBAS NOMS PTY LTD 1,031,2330.12
18PETER BORDEN1,000,0000.12
19BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD <DRP A/C>991,4100.12
20NAVIGATOR AUSTRALIA LIMITED696,2770.08
Totals: Top 20 Holders of Fully Paid Ordinary Shares (Total)800,843,46693.61
Total Remaining Holders Balance54,640,9796.39
Ventia Annual Report 2022
159
Substantial Shareholders of Ventia
Substantial Shareholder Effective Date Securities Percentage
Apollo Group Entities
23/11/2021280,366,97132.77%
CIMIC Group Limited
23/11/2021280,366,97132.77%
The Capital Group Companies
25/11/202165,521,1937.66%
Disclaimer
The information in this Annual Report is given in good faith and derived from sources believed to be accurate at this date but no
warranty of accuracy or reliability is given and no responsibility arising in any way, including for reason of negligence for errors
or omission herein is accepted by Ventia Services Group Limited or its respective officers. This Annual Report is general advice
and does not take into account the particular investment objectives, financial situation or particular needs of the investor. Before
making any investment in Ventia, the investor, or prospective investor, should consider whether such an investment is appropriate
to their particular investment needs, objectives and financial circumstances and consult and investment advisor if necessary.
Investor information
Website access
Ventia’s Investor Centre is available online at https://www.ventia.com/investor-centre.
The Investor Centre provides you with easy access to important information about VNT’s performance, including annual reports,
investor presentations, share price graphs and general security holder information. The Share Registry section in our Investor
Centre also provides access to update your details with the Share Registry, Computershare, including:
•
Checking your holding balance;
•
Viewing, saving or printing interest payment summaries, transaction summaries and dividend statements for shareholders;
•
Updating or amending your bank account;
•
Electing to receive communications electronically; and
•
Downloading a variety of forms.
Computershare also offers shareholders the ability to register and create a portfolio view of their holdings, registration is free.
To create a portfolio, please go to www-au.computershare.com/investor.
Share Registry
Shareholders with enquiries about their shareholdings can also contact VNT’s Share Registry:
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne Victoria 3001 Australia
Telephone: 1300 850 505 (free call within Australia)
International: +61 3 9415 4000
Website: www-au.computershare.com/Investor
When communicating with the Share Registry, it will assist if you can quote your current address together with your Security
Reference Number (SRN) or Holder Identification Number (HIN) as shown on your Issuer Sponsored/CHESS statements.
Final share dividend
The final dividend of 8.28 cents per share, franked at 80%, will be paid on 6 April 2023. The dividend is paid on a 75% payout ratio of
NPATA, for the period from 1 January 2022 to 31 December 2022. As the final dividend will only be paid via direct credit, Australian
and New Zealand shareholders need to nominate a bank, building society or credit union account within these jurisdictions.
Payments are electronically credited on the dividend payment date and confirmed by a mailed or electronic payment advice.
Payment instructions can either be lodged online or an appropriate form can be downloaded from Computershare’s website.
On-market buyback
There is currently no on-market buyback program.
ASX Listing Rule 4.10.19
The Company has used its cash and assets in a form readily convertible to cash that it had at the time of listing of the Company’s
securities to quotation in a way consistent with its business objectives.
160 Ventia Annual Report 2022
SHAREHOLDER INFORMATION
Ventia Services Group Limited
ABN 53 603 253 541
Level 8
80 Pacific Highway
North Sydney NSW 2060
Website
https://www.ventia.com
Investor Relations
https://www.ventia.com/investor-centre
Email: investors@ventia.com
Directors of Ventia Services Group Limited
David Moffatt (Chair)
Dean Banks (Managing Director and Group CEO)
Jeff Forbes
Lynne Saint
Anne Urlwin ONZM
Sibylle Krieger
Kevin Crowe
Steve Martinez (Alternate Director)
Company Secretaries
Zoheb Razvi
Debbie Schroeder
Sustainability Report
Our 2022 Sustainability Report will be published in March 2023. The report will be available on our website.
Corporate Governance Statement
Our Corporate Governance Statement is in the Corporate Governance section of our website
https://www.ventia.com/who-we-are/corporate-governance
Annual General Meeting
VNT’s Annual General Meeting is scheduled to be held on Tuesday, 23 May 2023.
Closing date for the receipt of nominations from persons wishing to be considered for election as a director is 16 March 2023.
Corporate Directory
Ventia Annual Report 2022 161
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.