Appendix 4G & 2022 Corporate Governance Statement
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
VENTIA SERVICES GROUP LIMITED
ABN/ARBN Financial year ended:
53 603 253 541 31 December 2022
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://www.ventia.com/who-we-are/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 24 February 2023 and has
been approved by the Board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 24 February 2023
Name of authorised officer
authorising lodgement:
Zoheb Razvi
Group Company Secretary
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3
which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council
during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its
annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual
report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the
purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements
of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page,
where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation
Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have discussed this on pages 6, 16 and 17 of our Corporate
Governance Statement.
We have disclosed a copy of our Board Charter at this URL on our
website at https://www.ventia.com/who-we-are/corporate-
governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒ and we have disclosed this on page 11 of our Corporate
Governance Statement. Relevant information on Directors up
for election is in the Notice of Meeting
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒ and we have disclosed this on page 11 of our Corporate
Governance Statement.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒ and we have disclosed this on page 13 of our Corporate
Governance statement and in the Directors’ report of the 2022
Annual report
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
and we have disclosed a copy of our diversity policy at:
https://www.ventia.com/p/our-policies
and we have disclosed the information referred to in paragraph (c)
at:
pages 24-26 of our Corporate Governance Statement.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) and whether a performance evaluation was
undertaken for the reporting period in accordance with that process
on page 12 of our Corporate Governance Statement.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) and whether a performance evaluation was
undertaken for the reporting period in accordance with that process
on page 17 in our Corporate Governance Statement, and on pages
77-91 in our 2022 Annual Report.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒ and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraph (4) is set out on page 14
of our Corporate Governance Statement available, and paragraph
(5) on page 67 of our 2022 Annual Report.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒ and we have disclosed our board skills matrix on pages 8-9 of
our Corporate Governance Statement.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
and we have disclosed the names of the directors considered by the
board to be independent directors on pages 6-7, 10-11 of our
Corporate Governance Statement
and, where applicable, the information referred to in paragraph (b)
at:
as above
and the length of service of each director at:
as above
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.4
A majority of the board of a listed entity should be independent
directors.
☒
and we have disclosed this on pages 4, 6-7 of our Corporate
Governance Statement.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5
The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☐
☒ set out in our Corporate Governance Statement on pages 7
and 10 OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6
A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
and we have disclosed details of our director induction program on
page 12 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
and we have disclosed our values on pages 1 and 19 of our
Corporate Governance Statement.
☐ set out in our Corporate Governance Statement
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
and we have disclosed details of our code of conduct on page 20 of
our Corporate Governance Statement. The code of conduct can
also be found here:
https://www.ventia.com/p/our-policies
☐ set out in our Corporate Governance Statement
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
and we have disclosed our details of our Whistleblower Policy on
page 20 of our Corporate Governance Statement. The
Whistleblower protection policy can be found here:
https://www.ventia.com/p/our-policies
☐ set out in our Corporate Governance Statement
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
and we have disclosed details of our Bribery & Corruption Policy on
page 20 of our Corporate Governance Statement. Our Bribery &
Corruption Policy can be found here:
https://www.ventia.com/p/our-policies
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
on pages 67-70 of our 2022 Annual Report.
☐ set out in our Corporate Governance Statement
4.2
The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒ And this is disclosed on page 19 of our Corporate Governance
Statement.
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒ And this is disclosed on page 19 of our Corporate Governance
Statement.
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our details of our Disclosure Policy on page
20 of our Corporate Governance Statement. The Disclosure Policy
at:
https://www.ventia.com/p/our-policies
☐ set out in our Corporate Governance Statement
5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒ And this is disclosed on page 28 of our Corporate Governance
Statement.
☐ set out in our Corporate Governance Statement
5.3
A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒ And this is disclosed on page 28 of our Corporate Governance
Statement.
☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
https://www.ventia.com/who-we-are/corporate-governance
☐ set out in our Corporate Governance Statement
6.2
A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒ and details of this are set out on page 28 of our Corporate
Governance Statement.
☐ set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
page 28 of our Corporate Governance Statement.
☐ set out in our Corporate Governance Statement
6.4
A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒ and this is disclosed on page 28 of our Corporate Governance
Statement.
☐ set out in our Corporate Governance Statement
6.5
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒ and this is disclosed on page 28 of our Corporate Governance
Statement.
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
on pages 67-70 of our 2022 Annual Report.
☐ set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
page 17 of the Corporate Governance Statement.
☐ set out in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
and we have disclosed how our internal audit function is structured
and what role it performs at:
page 19 of our Corporate Governance Statement.
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.4
A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
page 18 of our Corporate Governance Statement
and, if we do, how we manage or intend to manage those risks at:
on pages 59-64 of our 2022 Annual Report.
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
on page 67 of our 2022 Annual Report.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
on pages 77-91 of our 2022 Annual Report.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
and we have disclosed our policy on this issue or a summary of it at:
• in our Corporate Governance Statement, page 21
“Security Dealings Policy”; and
• Ventia’s Securities Dealing Policy, which is available at
https://www.ventia.com/p/our-policies
.
☐ set out in our Corporate Governance Statement OR
☐ we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1
A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
☐
and we have disclosed information about the processes in place at:
.................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☒ we do not have a director in this position and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and this recommendation is
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-
Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
-
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
This page is intentionally left blank.
CORPORATE GOVERNANCE STATEMENT
Governance at Ventia
At Ventia, we believe good governance is fundamental to delivering on our strategy of
Redefining Service Excellence.
Ventia is an infrastructure services provider operating in Australia and New Zealand.
Our purpose is to make infrastructure work for our communities. It’s at the heart of
who we are and is what unites and excites us.
Our approach to governance is based on our values and strategy which represent
what we stand for every day, both internally and externally. They are our guide to
ensure we focus on what’s right, and what’s important to our clients, employees and
the community.
Redefining Service Excellence is our approach to delivering service excellence to our
stakeholders. We differentiate ourselves through our client focus, innovation and
commitment to sustainability. Our strategy encourages us to create a culture where
we seek to improve every day to deliver successful outcomes. Redefining Service is
our blueprint for success, brought to life by the pride and passion of our people.
Both our values and strategy are embedded into Ventia’s governance framework, which
enables our people to deliver on our commitments and plays an integral role in effective
and responsible decision making.
This Corporate Governance Statement (Statement) details the key governance policies
and practices adopted by our Board. Some of these key governance documents and
policies referred to in this Statement can be found in the Corporate Governance section
of our website at www.ventia.com.
This Statement is current as at 24 February 2023 and has been approved by the Board
and lodged with the ASX, together with its accompanying Appendix 4G.
Compliance with ASX Recommendations
Under ASX Listing Rule 4.10.3, ASX-listed entities are required to benchmark their corporate governance practices
against the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition)
(ASX Recommendations).
Following Ventia’s listing in November 2021, Ventia complied with all relevant ASX Recommendations, with the exception of
ASX Recommendation 2.4 which provides that the Board should be comprised of a majority of independent Directors, and
ASX Recommendation 2.5 which provides that the Chair of the Board of a listed entity should be an Independent Director.
As at the date of this document, we are pleased to confirm Ventia now complies with ASX Recommendation 2.4, with the
majority of the Board now being independent Directors. Further commentary on this is set out in Section 1 of this Statement
and Appendix 4G.
Our Governance Framework
Accountability and reporting
Delegation
Delegation
and oversight
Accountability
and Reporting
Delegation
BOARD OF
DIRECTORS
GROUP CHIEF
EXECUTIVE OFFICER
Responsibility for the
day-to-day operations
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OUR PURPOSE
Making
infrastructure
work for our
communities
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Ventia Corporate Governance Statement 2022 1
Key components of our
Governance Framework
The table below sets out each of the key components of our governance framework
and is cross-referenced against the relevant ASX Principle and relevant governance
documents currently adopted by Ventia.
Key Governance
Framework Component
Relevant
ASX Principle(s)Relevant Governance Documents
SECTION 1:
OUR BOARD & COMMITTEES
A skillful and experienced Board,
with a Committee structure
suited to our needs
Principle 1:
Lay solid foundations
for management and
oversight
Principle 2:
Structure the Board to
be effective and add
value
•
Constitution
•
Board Charter
•
Audit, Risk and
Compliance
Committee Charter
•
Safety and
Sustainability
Committee Charter
•
People and
Remuneration
Committee Charter
•
Work Winning and
Tender Committee
Charter
•
Nominations
Committee Charter
SECTION 2: OUR ELT
Clear delegation, decision
making and accountability to
our Group Chief Executive Officer,
Executive Leadership Team and
senior executives
Principle 1:
Lay solid foundations
for management and
oversight
•
Board Charter
•
Delegations of
Authority Matrix
SECTION 3:
RISK & OPPORTUNITY
MANAGEMENT
Strong systems of risk and
opportunity management is
essential to deliver on our purpose
Principle 4: Safeguard
integrity in corporate
reporting
Principle 7: Recognise
and manage risk
•
Audit, Risk and
Compliance
Committee Charter
•
Risk Management
and Opportunity
Policy
•
Tax Corporate
Governance Policy
•
Treasury Policy
•
Critical Risk Protocols
•
Group Accounting
Policy
•
Financial Control
Policy
•
Asset Management
Policy
SECTION 4:
PROMOTING RESPONSIBLE
& ETHICAL BEHAVIOUR
Ventia’s Code of Conduct and
governance policies which reinforce
the importance of our values in
carrying out our responsibilities
to our shareholders, employees,
business partners, government,
regulators and the communities
where we operate
Principle 3:
Instil a culture of acting
lawfully, ethically and
responsibly
•
Code of Conduct
•
Bribery and
Corruption Policy
•
Security Dealings
Policy
•
Disclosure Policy
•
Donations and
Sponsorship Policy
•
Modern Slavery
Policy
•
International Trade
Controls and Anti-
Money Laundering
Policy
•
Government
Relations Policy
•
Privacy Policy
•
Procurement Policy
•
Bullying and
Harassment Policy
•
Equal Employment
Opportunity and
Discrimination Policy
•
Indigenous Relations
Policy
•
Diversity and
Inclusion Policy
•
Sustainability Policy
2 Ventia Corporate Governance Statement 2022
Key Governance
Framework Component
Relevant
ASX Principle(s)Relevant Governance Documents
SECTION 5:
SAFETY & SUSTAINABILITY
Taking a common approach to
safety, health, environment
and quality across all our
businesses helps us deliver our
services both safely and sustainably
Principle 3:
Instil a culture of acting
lawfully, ethically and
responsibly
Principle 7: Recognise
and manage risk
•
Critical Risk Protocols
•
Health and Safety
Policy
•
Quality Policy
•
Sustainability Policy
•
Workplace Injury
Management Policy
•
Information Security
Policy
SECTION 6:
DIVERSITY & INCLUSION
We celebrate and embrace diversity
across our business – diversity in
background, age, gender, skills,
experience and thought
Principle 3:
Instil a culture of acting
lawfully, ethically and
responsibly
Principle 8: Remunerate
fairly and responsibly
•
Code of Conduct
•
Diversity and
Inclusion Policy
•
Bullying and
Harassment Policy
•
Indigenous Relations
Policy
•
Equal Employment
Opportunity Policy
•
Flexible Working
Arrangements Policy
SECTION 7:
STAKEHOLDER
ENGAGEMENT
We are committed to a coordinated,
timely, and respectful approach
to communication with all
stakeholders
Principle 5:
Make timely and
balanced disclosure
Principle 6:
Respect the rights of
security holders
•
Code of Conduct
•
Communications
& Media Relations
Policy
•
Privacy Policy
•
Government
Relations Policy
•
Disclosure Policy
Ventia Corporate Governance Statement 2022 3
2022 Governance Highlights
Governance in Focus: The Pursuit of Excellence & Key Achievements
Health & Safety – Our number one promise is putting health and safety above all else.
Best Continuous Improvement of a WHS Management System
We were proud to have won the Best Continuous Improvement of a WHS Management System at the
2022 National Safety Awards.
Best Practice Cultural Development – Hudson Safety Maturity Model
In 2022, Ventia adopted the Hudson Safety Maturity Model, a globally recognised, best practice leadership
behaviour tool. Our Roadmap sets us on a path to achieving the “Generative Stage” - the leading level of
safety maturity.
Our People – The heart of our success
Most Attractive Employer in New Zealand
In 2022, Ventia was named as the 3rd most attractive employer in New Zealand in the annual Randstad
Employment Survey.
Investment in Talent & Capability
In 2022, Ventia partnered with the Australian Institute of Company Directors (AICD) to deliver tailored Company
Directors courses for employees holding either subsidiary or joint venture directorships across the Ventia Group.
To date, 40 employees have completed the course. This forms part of our investment in talent development and
strategic importance of embedding sound governance practices within our business.
Understanding our Leaders – Launch of VenChats
To lift our leadership presence, “VenChats” was launched in August 2022. VenChats is an interview podcast series
where our leaders share their backgrounds, role, and responsibilities, what drives them and how they each
contribute to our strategy of Redefining Service Excellence.
Our Board – Inspiring and Leading
Majority of Independent Directors
The Ventia Board is comprised of a majority of Independent Non-Executive Directors.
Appointment of Managing Director
Ventia Group Chief Executive Officer, Dean Banks was appointed to the Board as Managing Director in June 2022.
Queen’s Birthday Honours – Anne Urlwin
Our New Zealand resident Director, Anne Urlwin, was made an Officer of the New Zealand Order of Merit (ONZM)
for her significant contribution to business in 2022.
International Recognition of Outstanding Governance Capability – Zoheb Razvi
Our Group Company Secretary, Zoheb Razvi was named as the 3YS Owls Governance Top 100 winner in 2022,
with his image proudly featuring on the Nasdaq MarketSite, Times Square, New York in October 2022.
3rd
4 Ventia Corporate Governance Statement 2022
Our Governance – Raising the bar
Annual Code of Conduct Training
In 2022, 93% of our permanent employees (11,562) completed the annual training of our Code of Conduct.
The training is designed to ensure we meet not only our own standards of good conduct but also those of our
investors, clients, and the communities in which we operate.
Enhancement of Data Analytics Reporting – Launch of VenSights
In July 2022, Ventia introduced a new data internal reporting platform named “VenSights” which has catalysed
evidence-based, informed decision making, yielding tangible performance improvements at a project, business
unit, sector/function and enterprise level.
Review of Board & Committee Charters
Changes to the Charters of the Board and its Committees to ensure continued effectiveness were approved in
December 2022.
Evaluation of Board Performance
A structured performance evaluation of the Board, Committees and individual Directors was undertaken in
December 2022. The evaluation focused on four themes, being Role & Accountabilities, Governance & Board
Processes, Composition, Culture & Contribution and Relationship with Management. The results of the survey
formed the basis of identifying opportunities for continued enhancement of governance effectiveness and
Board performance.
Improving our Enterprise Risk & Opportunity Management Framework
Informed by a detailed review across strategic, operational, financial and regulatory risk, recommendations to
enhance Ventia’s Risk & Opportunity Management Framework were adopted by the Board in October 2022.
Bolstering of Internal Audit Function
In May 2022, Ventia increased capability in the Internal Audit function which included the appointment of an
Internal Audit Manager and the adoption of Ventia’s inaugural Internal Audit Charter.
Our Stakeholders – who we provide Service Excellence
Active Board, Employee, Client, Regulatory and Community Engagement
With the ease of COVID-19 restrictions, our Directors undertook several site visits and engaged with our
employees, clients and the community during 2022. Examples include:
•
Site visits to the Lane Cove Tunnel & M2 Motorway, Town Hall House, Brisbane Airport, Melbourne West
Roads, Sydney City East Exchange and Auckland West Roads network.
•
Client engagements included Transurban, Department of Defence, Auckland City Council, Telstra, City of
Sydney, Brisbane Airport Corporation and Telstra.
•
Regulatory engagement included the NZX, FIRB and the Office of the Federal Safety Commissioner.
Community engagement with Auckland Girls Grammar who performed a Powhiri & Hāngī (traditional Māori
welcoming and ceremonial performance)
Ventia Corporate Governance Statement 2022 5
1. Our Board and Committees
Role and Responsibilities
The Board is responsible for the overall corporate governance of Ventia and its controlled entities (Group). It sets the ‘tone from
the top’ by demonstrating behaviours that are aligned with Ventia’s values.
The Board is governed by a Constitution and Board Charter which sets out the Board’s authority, responsibilities, membership
criteria and the agreed principles by which it operates. These documents, together with Committee Charters and a Delegations
of Authority Matrix (DoA), establish the relationship between the Board and Management.
The primary responsibilities reserved specifically for the Board include:
•
approving, with input from Management, the strategic objectives and operating budgets;
•
monitoring corporate performance and Management’s implementation of Ventia’s strategy;
•
setting Ventia’s risk appetite, within which the Board expects Management to operate in the execution of our strategy and
business objectives;
•
approving financial reports, profit forecasts, outlook statements and other reports required at law or under the ASX Listing Rules
to be adopted by the Board;
•
approving major capital expenditure and transactions in excess of the discretionary limits delegated to the Group CEO, and
overseeing capital management;
•
satisfying itself that Ventia’s remuneration framework is aligned with Ventia’s values, strategic objectives and tolerance for risk;
•
approving acquisitions, divestments, partnerships, business ventures, entering new industries or operating in new countries,
as set out in the DoA
•
appointing, evaluating the performance of, determining the remuneration of, removal of, and planning succession of, the Group
CEO and Executive Leadership Team;
•
approving Ventia’s values and monitoring corporate culture; and
•
approving Ventia’s policies including Code of Conduct.
Composition of the Board
Currently the Board comprises 7 Directors:
•
4 independent Non-Executives Directors;
•
2 non-independent Non-Executive Directors (including the Non-Executive Chairman); and
•
1 Executive Director (being the Managing Director & Group CEO).
David Moffatt
Chairman, Non-Executive
Director
Lynne Saint
Independent Non-Executive
Director
Sibylle Krieger
Independent Non-Executive
Director
Anne Urlwin ONZM
Independent Non-Executive
Director
Jeff Forbes
Lead Independent
Non-Executive Director
Kevin Crowe
Non-Executive Director
(Nominee of Apollo)
Dean Banks
Managing Director & Group CEO
6 Ventia Corporate Governance Statement 2022
The Board believes that it’s current composition is in the best interests of stakeholders. Whilst ASX Recommendation 2.5 is not
currently complied with, the Board intends that the composition will evolve over time to comply with this recommendation.
Furthermore, the Chairman brings unparalleled knowledge and understanding of Ventia and its operations, which is particularly
important noting the tenure of the current Independent Non-Executive Directors and the resignation of the CIMIC nominee
Directors in March 2022.
During such time as the Chairman is not classified as an Independent Non-Executive Director, Jeff Forbes continues to be
designated as the ‘Lead Independent Non-Executive Director’.
All the Directors believe that they will be able to, individually and collectively, analyse the issues before them objectively and in the
best interests of shareholders and in accordance with their duties as Directors.
In relation to election at an AGM:
•
one-third of the Board will retire at each AGM and may stand for re-election;
•
the Directors to retire shall be those who have been longest in office since their last election, noting that Directors must retire at
the third AGM, or three years since their last election (whichever is longer); and
•
a Director who has been appointed by the Board to fill a casual vacancy is required to retire and stand for election by the
shareholders at the next AGM.
Board Membership
The below table sets out the details of the current Directors of the Board. Each of these Directors served during FY2022.
NamePositionIndependentAppointed
Current Independent Non‑Executive Directors
Jeff ForbesLead Independent Non-Executive DirectorYes2021
Anne UrlwinIndependent Non-Executive DirectorYes2021
Lynne SaintIndependent Non-Executive DirectorYes2021
Sibylle KriegerIndependent Non-Executive DirectorYes2021
Current Non‑Executive Directors
David MoffattChairmanNo2014
Kevin Crowe
*
Non-Executive DirectorNo2014
Current Executive Directors
Dean Banks
+
Managing DirectorNo2022
*Kevin Crowe is a nominee Director of substantial Shareholder, Apollo.
+ Dean Banks was appointed as Managing Director (in addition to his incumbent role as Group CEO) in June 2022
Notes
1. Steve Martinez is an Alternate Director to Kevin Crowe.
2. Robert Cotterill and Ignacio Segura (both being nominee Directors of substantial Shareholder, CIMIC Group Limited) held office during 2022 but resigned
in March 2022.
3. Details of the qualifications and experience of each current Director, and those Directors who held office but resigned during FY2022 are set out in Ventia’s
2022 Annual Report.
Role of the Chairman
The role of the Chairman includes:
•
providing effective leadership to the Board in relation to all Board matters;
•
guiding the Board agenda and conducting all Board meetings to facilitate discussions, challenges and decision-making;
•
in conjunction with the Group Company Secretary, arranging regular Board meetings throughout the year and confirming
that minutes of meetings accurately record decisions taken;
•
acting as a conduit between Management and the Board; and
•
supporting the Group CEO’s people agenda, and providing mentoring and business development to employees.
Outside Board meetings, the Chairman acts as the main interface between the Board and the Group CEO. The Chairman also
represents the Board to our shareholders and actively engages with Ventia’s regulators and customers.
Ventia Corporate Governance Statement 2022 7
Board Skills
The Nominations Committee is responsible for ensuring that our Board is comprised of Directors who collectively have the skills,
experience, knowledge and diversity needed to support Ventia in achieving its strategic objectives and fulfilling its legal and
regulatory requirements. The Board’s Skills Matrix is an important tool in this process.
The creation of a Skills Matrix for Ventia is an opportunity for considered reflection and productive discussion on how the Board
is constituted currently and also how it believes it should best be constituted in the future to align with Ventia’s strategy and the
needs of a listed entity.
The Skills Matrix (as depicted below) sets out the skills, knowledge, experience and capabilities desired of the Board to enable it
to meet both the current and future challenges of Ventia. It also provides an opportunity for considered reflection and productive
Safety and health is our #1 promise
Redefining Service
Excellence Skills
& Experience
CLIENT FOCUSED
INNOVATIVE
SUSTAINABLE
Our people are at the heart of our success
Health, Safety & Environment:
Experience in health, safety and environmental
matters (HSE), policies and strategies
Safety and health is our #1 promise
Digital:
Ability to leverage digital technology to support
growth and drive competitive advantage.
People & Culture:
Experience in people matters, building workforce capability,
setting a remuneration framework which attracts and
retains a high calibre of executives, promoting workplace
culture, diversity, succession and inclusion.
Sustainability:
Experience in understanding/improving sustainability
initiatives in large public companies.
Social performance, community engagement and human rights:
Demonstrable understanding of social performance and
the elements that contribute to a social license to operate,
including experience in community engagement,
investment measurement and governance.
Client experience:
Knowledge of, or experience in, organisations
and operations managing large client bases.
Project development, project
management and delivery:
Experience in all aspects of major
infrastructure projects.
REDEFINING
SERVICE
EXCELLENCE
Each icon represents one Director,
skill levels are defined as:
StrongModerateLimited
8 Ventia Corporate Governance Statement 2022
Financial Acumen:
Experience in financial accounting and
reporting, corporate finance and/or
restructuring corporate transactions and
corporate accounting. Ability to probe the
adequacies of financial and risk controls.
Industry Experience:
Specific experience, knowledge and expertise
gained across infrastructure, transport,
telecommunications and defence industries,
including global experience.
Corporate Development:
Experience in business development,
equity and debt funding strategies, capital
and debt raising.
Strategy:
Experience in implementing and
developing business strategies.
Risk Management:
Experience in recognising and managing
risks which have the potential to impact
business objectives and reputation.
Legal, Compliance & Regulatory:
Experience with regulatory and legal
compliance and litigation/disputes.
Holistic Thinking:
Ability to holistically think and contribute
in providing solutions that are aligned to
the needs of our diverse client-base and
the multicultural communities in which
we operate.
Leadership:
Senior executive role or substantial Board
experience in a publicly-listed company
preferably an ASX200 or equivalent, with
proven track record of leadership and
governance skills.
General Skills
& Experience
Each icon represents one Director,
skill levels are defined as:
StrongModerateLimited
discussion on how the Board is currently constituted and also how it believes it should best be constituted in the future to align
with Ventia’s strategy of Redefining Service Excellence.
Following the resignation of Robert Cotterill and Ignacio Segura in March 2022 and subsequent appointment of Dean Banks as
Managing Director in June 2022, each of the Directors undertook a self-assessment of the Skills Matrix to identify his/her current
skill level against each skill. These results were then consolidated and reviewed, with the Nominations Committee then identifying
any skill gaps and/or opportunities to be targeted in any future appointments and professional development initiatives for
Directors.
As shown below, all areas in the Skills Matrix are currently well represented by the current Board.
Ventia Corporate Governance Statement 2022 9
Board Diversity
The diversity of the Board, as at the date of this document, in relation to gender, tenure, age and geographical location is
as follows:
Gender Diversity Director’s Tenure
Male
Female
43
0
1
2
3
4
5
2-8 years0-2 years
5
2
Location Age
Australia
NZ
USA/UK
5
1
1
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
70-7560-7050-601-50
11
4
1
Board Independence
The Board Charter sets out guidelines to assist in considering the independence of Directors. The Board considers a Director to be
independent where he or she is free of any interest, position or relationship that might influence, or might reasonably be perceived
to influence, in a material respect, his or her capacity to bring independent judgement to bear on issues before the Board and
to act in the best interests of Ventia as a whole rather than an individual shareholder or other party. The Board will review the
independence of each Director in light of information disclosed to the Board having regard to all relevant matters, including
Box 2.3 (Factors relevant to assessing the independence of a director) of the ASX Recommendations.
The Board considers that each of Jeff Forbes, Lynne Saint, Sibylle Krieger and Anne Urlwin is free from any interest, position or
relationship that might influence, or might reasonably be perceived to influence, in a material respect, his or her capacity to bring
independent judgement to bear on issues before the Board and to act in the best interests of Ventia as a whole rather than in the
interests of an individual shareholder or other party and is able to fulfil the role of an Independent Non-Executive Director for the
purpose of the ASX Principles.
Kevin Crowe has been nominated to the Board by substantial Shareholder, Apollo, and is therefore not considered by the Board to
be an Independent Non-Executive Director.
David Moffatt was originally nominated to the Board by Apollo in 2015 as Executive Chairman and subsequently held the position
of Group CEO of Ventia on an interim basis (between November 2019 and January 2021). He is currently a senior professional
adviser to Apollo Global Management. Given these matters, David Moffatt is not considered by the Board to be an Independent
Non-Executive Director for the purposes of ASX Recommendation 2.5.
Dean Banks was appointed as Managing Director in June 2022. His appointment was a natural progression given his strong
leadership and performance in the Group CEO role since joining Ventia in 2021. He led Ventia through our Initial Public Offering
and into listed life, while establishing a clear vision and strategy for our workforce of more than 35,000 people. As Managing
Director & Group CEO , he is not considered by the Board to be an Independent Non-Executive Director.
The Board believes that each of David Moffatt, Kevin Crowe and Dean Banks will add significant value to the Board given their
considerable experience and skills. In addition, the existence of the role of “Lead Independent Non-Executive Director” currently
held by Jeff Forbes will further improve overall Director independence within the Board.
10 Ventia Corporate Governance Statement 2022
Outside Interests and Conflicts of Interest
Prior to accepting any non-Ventia Board or executive appointments, Directors must discuss the proposed appointment with the
Chairman to ensure that it will permit them to continue to act at all times in the best interests of Ventia, exercise independent
judgement and devote sufficient time to fulfil their obligations to Ventia. The Chairman will review the proposed appointment,
particularly in the context of conflicts of interest, on a case-by-case basis.
All Directors must immediately disclose any perceived, potential or actual conflicts of interest that could impact their
independence. When such a conflict of interest arises, the Director concerned withdraws from the Board meeting while the
relevant matters are considered, and will not receive Board or Committee papers or minutes pertaining to that matter that they
are conflicted by. Accordingly, the Director concerned neither takes part in discussions nor exercises any influence over the Board
if such a conflict of interest exists.
Board Selection and Appointment
The Nominations Committee will use a range of tools (including the Skills Matrix as set out above) to make recommendations to
the Board in respect of the:
•
mix of skills, knowledge, experience and diversity represented on the Board;
•
skills, knowledge, experience, independence and diversity the Board is looking to achieve in its membership; and
•
desirable qualities and capabilities that should be targeted in the Board’s succession planning.
The Board will review the candidates and will appoint the most suitable person or recommend to shareholders the most suitable
person to be elected at a general meeting.
Prior to the appointment of any new Director, appropriate checks will be conducted to determine if they have the capabilities
needed and are fit and proper to undertake the responsibilities of the role. Appropriate background checks are also undertaken
prior to employing senior executives.
As is required by the ASX Recommendations, all material information in Ventia’s possession relevant to a Director’s election or
re -election will be provided to shareholders in the relevant Notice of Meeting.
If the Board determines that a candidate should be appointed to the Board, they will receive a formal letter of appointment
outlining the key terms, conditions and expectations of their appointment.
Before accepting the position, the candidate must confirm that they have sufficient time to fulfil their obligations to Ventia and
provide details of their other commitments and interests.
Ventia Corporate Governance Statement 2022 11
Director Induction
A Director’s effectiveness in their role is enhanced when they have clarity about their responsibilities and what is expected of them
as a member of the Board, including the nature of Directors’ duties and the operations and finances of the organisation at a level
that enables them to govern and meet their oversight obligations.
Ventia has a documented Director Induction Program that is designed to ensure that new Directors are in a position to maximise
their contribution to the governance and strategic oversight of Ventia from the earliest possible date.
The Director Induction Program is split into three stages, namely:
•
Stage 1 – Upon Appointment: Immediately following appointment, Directors receive a comprehensive range of materials
regarding Ventia;
•
Stage 2 – 1-2 months following appointment: Newly appointed Directors are given the opportunity to meet key internal and
external stakeholders across Ventia’s operations and, if practicable, undertake site visits; and
•
Stage 3 – Ongoing Development: Throughout their tenure, Directors will be provided the opportunity to develop their
understanding as a Director of Ventia. Further information is set out in below.
Ongoing Director Training
Directors are expected to maintain the knowledge and skills required to perform their role effectively. As part of their ongoing
training and development, Directors receive relevant briefings from senior executives, the external auditor and external advisors
relating to:
•
work, health, environment and safety;
•
economic issues in the markets in which Ventia operates;
•
insurance; and
•
directors’ duties.
During 2022, the Directors visited several offices and project sites. In addition, the Directors undertook several briefings with
external advisers and regulators, including the Office of the Federal Safety Commissioner. The visits and briefings allow the
Directors to further their understanding of Ventia’s operations and the communities in which we operate in.
Performance Review of Board, Committees, Directors & Key Management Personnel
We believe that a high-performing Board underpins good governance and better outcomes aligned with our strategy. The Board
continuously reviews its performance, and consistent with industry best practice, undertakes a review of its performance annually.
During the reporting period, an internal evaluation of the performance of the Board, the Committees and individual Directors
(including the Chairman) was conducted. A survey was designed and circulated to each Director and regular Management
attendees for completion. The survey was split into the following four themes:
•
Role & Accountabilities
•
Governance & Board Processes
•
Composition, Culture & Contribution
•
Relationship with Management
The results of the survey formed the basis of identifying opportunities for continued enhancement of governance effectiveness
and Board performance.
Further information on the evaluation of Key Management Personnel (KMP) performance in FY2022 is set out on pages 77-91 of
Ventia’s 2022 Annual Report.
Remuneration of Directors and Key Management Personnel
Details of Ventia’s remuneration policies, practices, performance reviews and outcomes, and the remuneration paid to the
Directors and other KMP, are set out in the Remuneration Report section of the 2022 Annual Report.
Access to Information, Independent Advice and Indemnification
For the purposes of the proper performance of their duties, Directors are entitled to seek independent professional advice, at
Ventia’s expense, subject to the prior written consent of the Chairman or the Board as a whole. The policy of the Board is that
external advice will be made available to all Directors, unless the Chairman determines otherwise.
Minimum Shareholding Requirements for Directors
Immediately prior to listing on the ASX and NZX in November 2021, the Board adopted a Minimum Shareholding Requirement
(MSR) which sets out requirements for Independent Non-Executive Directors to hold a minimum value of shares in Ventia to
ensure alignment with shareholders’ interests.
12 Ventia Corporate Governance Statement 2022
The MSR requires each Director who receives Director’s fees to hold, within three years of that Director’s appointment or election,
a minimum value of Shares approximating 100% of the Director’s base fee remuneration.
As at 31 December 2022 all Independent Non-Executive Directors were compliant with the MSR. Details of the shareholdings of
Directors are set out in the Directors’ Report on page 90 of Ventia’s 2022 Annual Report.
Alternate Directors
Steve Martinez continues to be an Alternate Director to Kevin Crowe. An Alternate Director is entitled, if the relevant appointor does
not attend a Board or Committee meeting of the Board, to attend and vote in place of and on behalf of the appointor. An Alternate
Director is also entitled to attend Board and Committee meetings in an observer capacity only, while the appointor is present.
Michael Cooper had been appointed as the Alternate Director to Ignacio Segura and Robert Cotterill up until their respective
resignations in March 2022.
Role of the Group Company Secretary
Our Group Company Secretary, Zoheb Razvi, through the Chairman, is accountable to the Board on all matters to do with the
proper functioning of the Board, including:
•
effective implementation of corporate governance processes;
•
adherence to Board policies and procedures;
•
coordination of all Board matters including agendas, Board papers, minutes, communications and filings with relevant
regulators; and
•
facilitating the induction and professional development of Directors.
Zoheb Razvi was named as the winner of the 3YS Owls Governance Top 100 winner in 2022.
All Directors have access to the services and advice of the Group Company Secretary. Debbie Schroeder (Group General Counsel)
is lso listed as an additional Company Secretary.
You can find more details about Ventia’s Company Secretaries’ experience and qualifications on page 71 of the 2022 Annual Report.
Board and Committee Meetings
The Board and its Committees meet regularly to discuss matters relevant to Ventia’s operations and performance, with additional
meetings held as and when required to address specific matters.
Directors are required to attend all Board meetings, shareholder meetings and Committee meetings for which they are members,
subject to any conflicts of interests which may prevent them from attending.
The Board also has procedures in place to ensure it operates independently from Management. For example, at Board meetings
the Directors regularly meet in the absence of the Group CEO and other executives of Ventia. Where appropriate, Management are
also excluded from certain Board and Committee discussions that relate to specific issues, such as executive remuneration and
performance.
All Board meetings and documents are provided to Directors in English. All Directors are fluent in the English language. The number
of Board and Committee meetings and the attendance of each Director at these meetings are set out in Ventia’s 2022 Annual Report
on page 67.
Committees
The Board has established the following Committees to assist it in carrying out its responsibilities:
•
Audit, Risk and Compliance Committee;
•
Nominations Committee;
•
People and Remuneration Committee;
•
Safety and Sustainability Committee; and
•
Work Winning and Tender Committee.
Each Committee has a Charter, detailing its purpose and responsibilities, and membership criteria. Each Charter is reviewed
annually to ensure it aligns with regulatory requirements, best practice (including the ASX Recommendations) and the
expectations of the Board.
Ventia Corporate Governance Statement 2022 13
Following a year of listing, the Charters were updated in December 2022. A key amendment to the Committee Charters was the
inclusion of a clause that reinforced the importance of the cross-over of Directors on Committees to assist with the flow of relevant
information between Committees.
A summary of each Committee Charter and its current membership is set out below.
All Directors have a standing invitation to attend all Committee meetings and have access to all Board and Committee papers and
minutes. The Group CEO and other members of Management attend by invitation.
Audit, Risk and Compliance Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Lynne Saint
(Chair)
•
David Moffatt
•
Jeff Forbes
•
Anne Urlwin
•
Only Non- Executive
Directors;
•
A minimum of
three members;
and
•
A majority of
Independent
Non-Executive
Directors, including
an Independent
Non-Executive
Director as Chair
The Audit, Risk and Compliance Committee assists the Board in fulfilling its
corporate governance and oversight responsibilities in relation to Ventia’s financial
reports and financial reporting process, internal control structure, risk management
systems (financial and non-financial) and the internal and external audit process.
Accordingly, the Audit, Risk and Compliance Committee will meet on a regular basis
to review:
•
integrity of financial reports and statements;
•
effectiveness of internal financial control systems;
•
internal audit function and integrity of process;
•
effectiveness of risk management systems and management of material financial
and non-financial risks;
•
external audit function and integrity of process; and
•
compliance with legal and regulatory obligations, internal policies and industry
standards.
Nominations Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Jeff Forbes
(Chair)
•
Sibylle Krieger
•
Lynne Saint
•
Anne Urlwin
•
David Moffatt
•
Only Non- Executive
Directors;
•
A minimum of
three members;
and
•
A majority of
Independent Non-
Executive Directors,
including an
Independent Non-
Executive Director
as Chair
The Nomination Committee’s charter provides that the committee must consist of
only Non-Executive Directors, a majority of independent Directors, a minimum of
three members of the Board, and an Independent Director as Chair.
The responsibilities of the Nominations Committee include:
•
making recommendations to the Board about the size and composition of the
Board and the nomination criteria, and assisting with the review of the Board’s
skills matrix;
•
reviewing succession plans for Directors; and
•
overseeing the regular assessment of, and making recommendations to the
Board as to, the independence of each Director and associated disclosures.
People and Remuneration Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Sibylle Krieger
(Chair)
•
Anne Urlwin
•
Lynne Saint
•
Kevin Crowe
•
Only Non- Executive
Directors;
•
A minimum of three
members; and
•
A majority of
Independent Non-
Executive Directors,
including an
Independent Non-
Executive Director
as Chair
The objective of the People and Remuneration Committee is to assist the Board
in the effective discharge of its responsibilities as they relate to people and
remuneration matters (other than matters within the remit of the Safety and
Sustainability Committee).
The People and Remuneration Committee’s responsibilities include reviewing
the progress of Ventia’s people and culture strategy, overseeing the progress and
outcomes of employee performance programs to attract, motivate and retain
high quality people, reviewing policies in respect of diversity and overseeing
talent and succession planning, remuneration matters and performance reviews,
among others.
14 Ventia Corporate Governance Statement 2022
Safety & Sustainability Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Anne Urlwin
(Chair)
•
Sibylle Krieger
•
Lynne Saint
•
David Moffatt
•
Only Non- Executive
Directors;
•
A minimum of
three members;
and
•
A majority of
Independent Non-
Executive Directors.
The primary objective of the Safety and Sustainability Committee is to assist the
Board with its functions by providing additional focus and oversight in relation to
workplace health, safety (including transport safety), environment and sustainability
matters.
The Safety and Sustainability Committee is responsible for:
•
reviewing and recommending for Board approval health, safety and environment
(HSE) policies;
•
monitoring the actions from Management in promoting and modelling a culture
of compliance and continuous improvement
•
reviewing reports from Management in relation to Ventia’s compliance with
relevant legal and regulator obligations, the effectiveness of Ventia’s risk
management framework and monitoring HSE performance;
•
reviewing and recommending for Board approval Sustainability Report,
sustainability strategy, commitments, actions and targets; and
•
oversee the progress of the sustainability strategy to ensure it is consistent with
the business objectives, supports Ventia’s values and addresses all material
sustainability risks and opportunities facing Ventia.
Work Winning and Tender Committee
Committee
Membership
Composition
RequirementsResponsibilities include
•
Kevin Crowe
(Chair)
•
Jeff Forbes
•
David Moffatt
•
Sibylle Krieger
•
Only Non- Executive
Directors;
•
A minimum of
three members.
The primary objective of the committee is to assist the Board in fulfilling its
responsibilities to optimise growth and diversification opportunities within
established business plan targets.
The Work Winning and Tender Committee is responsible for:
•
reviewing the development and implementation of strategic business
development initiatives, and ensuring initiatives are consistent with Ventia’s
business plans;
•
responding to business development challenges and initiatives; and
•
general business development activities including tendering for material
contracts oversees the development, approval and implementation of
strategic business development initiatives aligned with the Board’s approved
business plans.
Ventia Corporate Governance Statement 2022 15
2. Our Executive Leadership Team
Whilst the Board has overall responsibility, the Executive Leadership Team (ELT) also plays an important role in embedding a
culture aligned with Ventia’s values.
Dean Banks
Managing Director & Group CEO
Stuart Hooper
Chief Financial Officer
Debbie Schroeder
Group General Counsel
Jodie Blake
Group Executive
People, Safety & Culture
Sawsan Howard
Group Executive
Strategy & Corporate Affairs
Mark Ralston
Group Executive
Telecommunications
Tim Harwood
Group Executive
Infrastructure Services
Derek Osborn
Group Executive
Defence And Social Infrastructure
David McPadden
Group Executive
Transport
As illustrated in Ventia’s governance framework, the Board has delegated responsibility for the day-to-day management of Ventia
to the Group CEO, and through the Group CEO, to other members of the ELT. These delegations balance effective oversight with
appropriate empowerment and accountability of the ELT and other senior managers across the Group.
Working under the supervision of the Group CEO, the ELT has the responsibility for driving Ventia’s strategy in a way that is aligned
with our values and our risk appetite. The ELT achieves this by:
•
recommending to the Board to approve the strategy;
•
executing the strategy;
•
managing business performance;
•
reviewing and managing material financial and non-financial risks; and
•
leading and developing our people.
16 Ventia Corporate Governance Statement 2022
The Group CEO and ELT report to the Board on all matters that impact, or have the potential to impact, the achievement of Ventia’s
purpose, including:
•
health and safety performance;
•
sustainability;
•
financial performance;
•
progress on the delivery of the strategy,
•
culture; and
•
risks and opportunities.
You can find details of our ELT on our website at www.ventia.com/
With oversight from the People and Remuneration Committee, an ELT Skills Matrix was developed in 2022 which provided an
opportunity to review, understand and develop the capability and effectiveness of the ELT which is aligned with Ventia’s strategy
and the needs of a listed entity. The Skills Matrix sets out the expected behaviours and outcomes required by ELT members.
Each ELT member completed a self-assessment against the Skills Matrix, with outcomes and next steps shared with the People
and Remuneration Committee.
In addition to the self-assessment exercise, ELT members also undertook the Birkman psychological assessment. The Birkman
assessment identifies individual’s interests, behaviours, how they respond under stress and organisational orientation.
The assessment consisted of 300 questions relating to themselves, peers and their motivations, expectations, stress behaviour
and the way they work with people. The outcomes of the assessment was used to assist in increasing ELT members’ self-awareness
so that they can understand how they operate relative to social norms and therefore better self-manage. From a team perspective,
the assessment assisted in building and developing a high-performance team by providing ELT members with an understanding
of how others perceive matters so that they can better respect and empathise with their team members when working together.
The outcomes of the Birkman assessment were shared with the Directors.
A performance evaluation of senior executives was undertaken in 2022, with details of the process set out on pages 77-91 of
Ventia’s 2022 Annual Report.
3. 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 our ambition of making infrastructure work for our 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 our clients.
Ventia is committed to being proactive in risk and opportunity management at all levels of the organisation and we apply risk and
opportunity management through embedded processes and specific practices. A risk culture of actively managing risks is embedded
into how we run our business. A risk culture fosters the ability to identify, understand, escalate, and then openly discuss and respond
to current and future risks. We aim to foster a culture of positive risk behaviours which adapt to our rapidly changing business.
At Ventia we believe that a successful risk management framework can create opportunities for us by effectively identifying,
assessing, and mitigating risks in a way that is aligned with our strategic framework and appetite for risk.
Ventia defines risk management as the identification, assessment and treatment of risks that have the potential to materially
impact our operations, people, reputation, the environment and the communities in which Ventia operate, as well as the financial
prospects of Ventia.
Our 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.
In 2022, the Board undertook a comprehensive review of Ventia’s risk and opportunity management framework, including the
Risk and Opportunity Management Policy and risk appetite statements.
The Audit, Risk and Compliance Committee meets quarterly and is accountable for ensuring that the risk and opportunity
management framework is implemented appropriately. Other Committees (such as the People and Remuneration Committee
and Safety and Sustainability Committee) review risk matters in more detail as required by their respective Charters.
The Group CEO and ELT 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:
Ventia Corporate Governance Statement 2022 17
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 unforseen
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 an enormous amount of opportunity which can impact Ventia’s business outcomes and
financial performance.
Further detail of how we manage our key risks can be found on pages 59-64 of Ventia’s 2022 Annual Report.
Material exposure to Climate Change Risks
Ventia acknowledge the existence of climate change and support the aims of the Paris Agreement, including limiting global
warming to below 1.5°C. Climate change and the transition towards a lower carbon economy will create both risks and
opportunities for Ventia, as well as our people, customers, suppliers and partners and the communities in which we work. Ventia
aims to align our risk management with the recommendations of the Taskforce on Climate-related financial Disclosures (TCFD)
and will provide a report on our progress in our 2022 Sustainability Report.
Building on work completed in 2021, we assessed our exposure to climate-related risks and opportunities across all sectors with
the use of scenario planning. Ventia developed 4 future climate scenarios, ranging from warming of 1.5°C to >3°C and tailored to
our business, to enable our senior leaders to assess the impacts of a future climate on our operations.
Through engagement with internal stakeholders 3 clear climate-related themes were identified, which are supported by 10
climate-related risks and opportunities which may impact Ventia’s operations, supply chain and customers in the future.
The 3 climate-related themes are:
1. Enhancing Ventia’s collaboration with customers
2. Leveraging Ventia’s ability to support a transition
3. Understanding Ventia’s long-term contract exposure to climate risks
Consideration of these themes in our risk management processes will contribute to our ongoing management of climate-related
risks and opportunities. We will continue to explore the significance of these risks and opportunities including across the four
scenarios and various time horizons.
Our Sustainability Strategy includes a clear focus on climate resilience as one of the three objectives supporting our commitment
to “Creating a Healthier Planet”. Our objective to manage climate risk and resilience for us and our clients ensures prominence
in decision making as we continue to assess and manage climate risk across the business and implement initiatives to address
emissions.
We use climate-related metrics and targets to monitor the progress we are making towards mitigating climate-related risks and
delivering on the objectives of our sustainability strategy.
We are committed to setting science-based targets for emissions reduction (near-term) and net-zero (long-term). Our priority in
2023 is to set these targets, including submission and validation through the Science Based Targets initiative (SBTi).
18 Ventia Corporate Governance Statement 2022
Internal Audit Function
The Audit, Risk and Compliance Committee is responsible for overseeing the effectiveness, independence and objectivity of the
internal audit function, including the implications of internal audit findings.
The internal and external audit functions, which are separate and independent of each other, provide an independent and
objective review of the way in which Ventia assesses and manages risk. In May 2022, we increased capability in the Internal Audit
function which included the appointment of an Internal Audit Manager and the adoption of Ventia’s inaugural Internal Audit
Charter.
The internal audit function operates under a plan approved annually by the Audit, Risk and Compliance Committee, with reports
of audits provided quarterly at Audit, Risk and Committee meetings.
External Auditor Relationship
The Audit, Risk and Compliance Committee is responsible for overseeing the relationship with Ventia’s external auditor. It is
also responsible for monitoring and evaluating the performance, independence and objectivity of the external auditor and the
provision of non-audit services.
Integrity of Corporate Reporting
On behalf of the Board, the Audit, Risk and Compliance Committee monitors and reviews processes aimed at ensuring the integrity
of financial and other reporting including those that do not require external audit. The verification process varies depending on
the particular report but generally involves confirmation by individuals responsible for the information that, to the best of their
knowledge and belief, the information is accurate and not misleading.
Prior to approval and release of the half year and full year statutory accounts of Ventia, the Board receives written declarations
from the Group CEO and CFO to the effect that in their opinion:
•
the financial records of Ventia have been properly maintained;
•
the statutory accounts comply with the relevant accounting standards; and
•
the statutory accounts give a true and fair view of the financial position and performance of Ventia.
The Group CEO and CFO must have also declared that this opinion has been formed on the basis of a sound system of risk
management and internal control that is operating effectively. Supporting this declaration are certifications provided by other
members of the ELT. The External Auditor also provides an independent opinion that Ventia’s statutory accounts are true and fair.
For periodic corporate reports released to the market which are not required to be audited or reviewed by our External Auditor,
Ventia has established processes and policies to verify the integrity of the information prepared for external release and/or
publication. This involves:
•
reports being prepared and reviewed by the relevant subject matter experts;
•
an internal verification and review process; and
•
an appropriate approval process under our Delegations of Authority Matrix involving senior management, the Disclosure
Committee and/or the Board.
4. Promoting Responsible And Ethical Behaviour
A Culture underpinned by Ventia’s values
The Board and Management understand the important role they play in setting the tone to shape Ventia’s culture underpinned by
our values and brand pillars. In 2021, Ventia’s values were refreshed by the Board. Our values guide how we go about our business,
the decisions that we make and the actions that we take every day. They ensure we focus on what’s right, and what action we
ought to take; even if it’s not always the easiest course of action.
COLLABORATION
achieve more
together
Integrity
do what’s right
Challenge
drive to deliver
Ingenuity
create better ways
Ventia Corporate Governance Statement 2022 19
Our Code of Conduct
Ventia’s Code of Conduct (the Code) and values set out the standards of behaviour we expect of our Directors, employees,
contractors, subcontractors and agents. They define our commitment to good corporate governance, responsible business
practice, our customers, our workforce, the communities in which we operate and the environment. They also provide the
structure through which we maintain compliance with our legal obligations.
The Code also outlines where our people can go to for advice and raise concerns that they may have where our conduct is not
meeting the requirements of the Code. Any person can also contact our independent whistleblower line, details of which can be
found on our website.
Training on the Code is part of the induction process and is a mandatory annual training requirement for our Directors and
employees. Approximately 93% of our employees (equating to 11,562 employees) completed the annual training of our Code in
2022, which exceeded our expectations.
The Board reviews the Code periodically to ensure it continues to address any emerging conduct issues. The Audit, Risk and
Compliance Committee is provided with details of any material breaches of the Code.
Bribery and Corruption Policy
Our Bribery and Corruption Policy sets out Ventia’s zero tolerance for any form of bribery or corruption in our business dealings
and operations.
All Directors, officers, employees, contractors, business partners and any other parties acting as representatives or agents of Ventia
or performing services for or on its behalf, must not:
•
engage in bribery, corruption or fraud nor pay, offer, promise or accept, directly or indirectly, any facilitation payments, secret
commission or other form of improper payment or otherwise breach relevant anti-corruption laws;
•
engage or make a payment to a business partner or other third party knowing or suspecting the business partner may use or
offer all or a portion of the payment directly or indirectly as a bribe, kickback, secret commission or other form of improper
payment;
•
offer, provide or accept gifts or hospitality in a manner inconsistent with Ventia’s Gifts and Hospitality Standard;
•
make political or charitable donations or sponsorships on behalf of Ventia contrary to the policy; or
•
falsify or misdescribe any book, record or account relating to Ventia’s business.
The Audit, Risk and Compliance Committee is provided with the results of investigations and corrective actions undertaken.
Whistleblower Protection Policy
The Board has adopted a Whistleblower Protection Policy, which encourages the reporting of suspected misconduct or an
improper state of affairs or circumstances in relation to Ventia. Examples of reportable conduct under the Whistleblower Protection
Policy include (but are not limited to):
•
a breach of the Code;
•
financial fraud or mismanagement including tax related misconduct;
•
unsafe or unethical work practices or work practices which endanger the environment; and
•
breaches of any legal or regulatory obligations.
The Whistleblower Protection Policy explains how a report may be made and the protections a whistleblower must receive.
The Audit, Risk and Compliance Committee is provided with details of any calls received under the Whistleblower Protection
Policy, as well as the outcomes of any investigations and actions taken as a result of any findings. A copy of this policy can be
found on our website.
Disclosure Policy
We are committed to observing our disclosure obligations under the ASX Listing Rules, the NZX Listing Rules and the Corporations
Act 2001 (Cth) (Corporations Act). As such, Ventia has adopted a Disclosure Policy to assist it in complying with its continuous
disclosure obligations. A copy of this policy can be found on our website.
The Disclosure Policy establishes procedures to ensure that Directors and senior management are aware of, and fulfil their
obligations in relation to, providing timely, full and accurate disclosure of materially price sensitive information to our shareholders
in accordance with our disclosure obligations under the Corporations Act 2001 (Cth) and the ASX Listing Rules. The Policy also sets
out procedures for communicating with shareholders, stakeholders, the media and the market.
Information will be communicated to shareholders through the lodgement of all relevant financial and other information with the
ASX and NZX, and all announcements will be made available on our website at www.ventia.com/.
The Directors receive copies of all material information issued to the ASX promptly after they have been made.
20 Ventia Corporate Governance Statement 2022
Securities Dealing Policy
Ventia has a Securities Dealing Policy which applies to our Directors and employees (Relevant Persons). The Securities Dealing
Policy is intended to explain the types of conduct in relation to dealings in securities that are prohibited under the Corporations
Act and to establish procedures in relation to dealings in securities including Ventia securities by Relevant Persons. A copy of this
policy can be found on our website.
The Securities Dealing Policy defines certain ‘blackout periods’ during which trading in Shares by Directors, key management
personnel and certain other senior executives and nominated employees is prohibited. Those blackout periods are currently
defined as any of the following periods:
•
the period from the close of trading on the ASX on 31 December each year until the day following the announcement to the ASX
and the NZX of the full year results;
•
the period from the close of trading on the ASX on 30 June each year until the day following the announcement to the ASX and
the NZX of the half year results; and
•
any other period that the Board specifies from time to time.
In all instances, buying or selling shares in Ventia is not permitted at any time by any person who possesses price-sensitive
information, in a manner contrary to the Corporations Act.
All employees are expected to read the Disclosure Policy and Securities Dealing Policy together with a factsheet outlining key
points to remember under both documents. In addition, Relevant Persons who join Ventia are required to undertake two training
modules and complete a questionnaire regarding the Disclosure Policy and Securities Dealing Policy.
Diversity and Inclusion Policy
Our workforce is made up of individuals with diverse skills, backgrounds, perspectives and experiences and this diversity is
recognised, valued and respected. We acknowledge the positive outcomes that can be achieved through a diverse workforce and
recognise and utilise the contribution of diverse skills and talent from our workforce.
Ventia has in place a Diversity and Inclusion Policy, a copy of which can be found on our website. For the purposes of this policy,
‘diversity’ encompasses differences in gender, marital or family status, sexual orientation, gender identity, age, disabilities,
ethnicity, religious beliefs, cultural background, socio-economic background, perspective and experience, and also differences
in approach and viewpoints. Ventia’s diversity policy promotes an inclusive workforce, with a particular focus on gender diversity
and Indigenous participation.
Further information on our progress on diversity and inclusion can be found in Section 6.
Modern Slavery
Ventia has a Modern Slavery Policy. It outlines our commitment to implementing processes in our operations and supply chain
that seek to mitigate the risk that any forms of modern slavery including slavery, servitude, forced marriage, forced labour,
deceptive recruiting, trafficking in persons and debt bondage are occurring.
We are also committed to working with our suppliers to eradicate modern slavery from our supply chain. All suppliers are required
to comply with our Code. Our contracts with business partners also include specific provisions supporting our efforts to eradicate
modern slavery.
A copy of Ventia’s latest Modern Slavery Statement can be found on our website.
Sponsorships and Charitable Donations
We are committed to supporting local community groups and charities through sponsorships and donations that are legal, ethical
and further the interests of Ventia. We will not sponsor or provide donations to, or in respect of, the following:
•
initiatives or organisations not aligned with our Code;
•
projects or events not relevant to our areas or operation; or
•
political parties.
Ventia Corporate Governance Statement 2022 21
5. Safety & Sustainability
Safety & Wellbeing
At Ventia, we perform essential work to keep critical infrastructure operational for our communities. Some of this work can be
inherently dangerous and because people are at the heart of our success, our first promise is to put safety and health above all else
- there is nothing more important than ensuring everyone gets to go home safely, every single day.
We also care deeply about our impact on the environment and the legacy we leave for future generations.
To achieve these outcomes, we have robust safety, health, environmental and quality (SHEQ) governance processes and systems
in place, including:
•
Clearly defined commitments within policies and standards;
•
Critical Risk Protocols which establish the essential requirements to manage critical activity risks that could lead to significant
injury;
•
Triple certified safety, health and environment management systems underpinning our policy commitments;
•
Annual planning to support the establishment and cascading of relevant objectives and targets;
•
Reporting systems to identify performance and reverse any adverse trends;
•
Specific accountabilities, responsibilities and associated training so that expectations are clear; and
•
Assurance and auditing to ensure core compliance requirements are met and the focus of critical risks are maintained.
We believe that when we perform well in safety, health and environment, we perform well in other areas because our leaders are
taking the right action, and everyone is accountable.
Continuous improvement is an important commitment we make and by focusing on leadership behaviour, we will accelerate
our cultural progression. To this end, we have adopted the Hudson Safety Maturity Model as a key concept in our Elevate culture
program. This model is globally recognised, simple and supports leaders progress an organisation’s culture through a clear five
step culture pathway - from a “pathological” stage where there is a “no care” culture and “no systems” through to a “generative”
stage where managing risks is a way of life and fully integrated systems are effectively in place. Ventia has developed a roadmap
to reach the “Generative” stage and will provide regular updates to the Safety and Sustainability Committee on its progress.
Mental and physical health are increasing concerns for society broadly and we are proud to offer innovative health programs as
part of our commitment to caring for our people’s health. Each year, our investment in health programs increases and we look
forward to continuing this trend to ensure our people remain at the heart of our success.
Industry trends and the expectations of stakeholders including investors, clients and regulators, have also been considered as
part of our approach to SHEQ governance, and as a result, we will continue to simplify the way we work, invest in capability and
foster risk-ownership at all levels. To this end, we will continue to emphasise mental health, workplace culture, including sexual
harassment at work, and environmental compliance in our 2023 initiatives.
Sustainability
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.
We recognise that every decision and action we take is an opportunity to make a positive impact on the people and world around
us. In our view, taking a sustainable approach is not only the right thing to do, it’s what our clients, communities, investors and
employees expect from us. That’s why we’ve embedded sustainability into our vision, our strategy, our risk and opportunity
management framework, and our culture.
Under the leadership and governance of our Safety and Sustainability Committee, we seek to:
•
minimise our environmental impact
•
leverage partnerships to deliver sustainable solutions
•
create stakeholder value through strong corporate governance
•
improve diversity and inclusion in our workplace and the communities in which we operate.
Our Sustainability Strategy includes commitments to create a healthier planet, be people and community focused and
accountable for everything we do.
These three commitment areas, aligned to the environment, social and governance pillars, are supported by objectives and
measures and we report our progress in our annual Sustainability Report.
22 Ventia Corporate Governance Statement 2022
Ventia Corporate Governance Statement 2022 23
Our progress against our sustainability objectives positively support seven United Nations Sustainable Development Goals.
Ventia has also responded to the Science Based Targets initiative’s (SBTi) urgent call for corporate climate action by committing to
align with its 1.5°C and net zero targets through the Business Ambition for 1.5°C campaign.
We recognise our responsibility to address and reduce our emissions, and to play our part to limit global warming to 1.5°C. We are
developing our near-term emission reduction targets and net-zero target to submit to the SBTi for validation in 2023.
In 2022 we progressed initiatives to decarbonise, including through the continued transition of our light vehicle fleet to electric
and hybrid vehicles, and we achieved a reduction in our Scope 1 and 2 emissions from the previous year. We also progressed the
development of our Scope 3 framework, recognising that this will be a significant contribution to our emissions footprint and will
be included in our science-based targets.
Our approach does not rely on offsetting our emissions, but rather we are focused on transitioning all our energy sources and
working with our supply chain to identify opportunities and innovation to reduce our emissions.
6. Diversity and Inclusion
Gender Diversity
At Ventia, we celebrate and embrace diversity across our business – diversity in background, heritage, age, gender, skills,
experience and thought.
We believe in the value that diversity brings to our business. Every day we work across diverse communities in Australia and
New Zealand and our aspiration is to continue to develop a culture that is reflective of the communities we serve. Building
diversity and inclusion into everything we do – for our people, clients and communities means we are future focused on
inclusiveness and sustainability.
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. At the close of 2022, 22% of our ELT and 43% of directors on the Ventia Board are women.
During 2022 we also undertook a review of industry practice and applied further rigour to our identification method for Women
in Senior Management (WISM) by applying our job level framework which is a more accurate reflection of roles with strategic
and complex leadership accountabilities. Using this more comprehensive and accurate methodology we restated our 2021 WISM
percentage resulting in an increase of 2.4% from 2021 to 20.3% female representation.
Our overall progress against the Ventia’s female participation targets set by the Board as of 31 December 2021 with WISM amended
in 2022 is as follows:
LevelTargetFY21FY22
Directors40%37.5%42.9%
Executive Leadership Team40%18.2%22.2%
Women in Senior Management40%17.9%20.3%
All Employees40%30.9%29.7%
Notes
* Directors includes the Managing Director
* Executive Leadership team defined as the Group CEO and CEO-1
* Women in Senior Management (WISM) aligned to Ventia’s job level framework using an externally evaluated methodology that considers role complexity and core
role attributes such as impact, communications, innovation, knowledge, and risk.
24 Ventia Corporate Governance Statement 2022
Ventia Corporate Governance Statement 2022 25
To further support our aspirations our female participation strategy sets out initiatives to attract, develop and retain more females
across all levels of Ventia.
ObjectivesInitiatives
Attract More
•
Improve pathways into employment and careers (traineeships, apprenticeships, and our graduate
program)
•
Deliberate recruitment/attraction strategies to attract key female talent. 3 women recruited into ELT
•
Focus on a non-biased recruitment process and engagement with key external stakeholders assisting
with sourcing a diverse workforce
•
Continue to leverage relationships with external parties to attract key female talent (i.e., Flex Careers,
Working Parents Connect and Work 180)
•
Key sponsor in Diversity Council of Australia Annual Diversity Debate
•
Design an employee value proposition (EVP) that defines Ventia’s employee offering, providing
compelling reasons for people to join, stay and flourish within the organisation.
Develop More
•
Strengthen talent practices to identify female talent and accelerate development opportunities in
readiness for more complex and/or senior roles.
•
Identify female successors for EGM and GM roles. 40.9% of EGM/GM roles had women as successors
•
Provide development opportunities/experiences for identified female talent, such as our ‘Women
Leading’ Program. 29 women were provided with the opportunity to take a critical look at their career,
leadership, and unique strengths and apply learnings back into the workplace
•
Promote and provide development opportunities and experiences for female team members.
264 women participated in Ventia’s core development program offerings in 2022
•
Focussed efforts on diversity and inclusion training programs such as Respect@Work
(sexual harassment) and Inclusive Leadership across the business
Keep More
•
Build deeper connection to, and understanding of our female talent as part of engagement and retention
strategies (#greatconversations)
•
Deliver Women Networking initiatives through the New Zealand Networking community, Women in
Finance Academy, HousingConnect and other ANZ events with participation of over 500 women
•
Engage the whole workforce in our female participation strategy, by addressing topics in our induction
and onboarding, and offering Inclusive Leadership and Unconscious Bias training
•
Drive leadership accountability via a ‘people leadership’ objective which includes the requirement to
create a diverse and inclusive workplace culture
•
Undertake annual pay equity reviews (salaried workforce) to assess whether male and females employed
in similar, or the same roles are paid fairly and equitably considering individuals’ experience and
performance. The 2022 review highlighted that males and females are paid consistently with a small
differential of 2% which has been addressed in the remuneration review as well as through targeted
programs and pay specific recruitment activities.
Despite focused efforts, across the entire workforce for 2022 female participation declined 1.2% to 29.7%.
Family and Domestic violence support
Ventia supports team members who may be experiencing or dealing with the impacts of family and domestic violence. Ventia
partners with Assure Programs, an Employee Assistance Provider, to provide training on domestic and family violence awareness.
WGEA
Ventia is a ‘relevant employer’ under the Workplace Gender Equality Act, and reports on behalf of its Australian businesses.
The most recent ‘Gender Equality Indicators’ are set out in Ventia’s Workplace Gender Equality Report, which is available at
www.wgea.gov.au.
26 Ventia Corporate Governance Statement 2022
Indigenous Participation
We are fully committed to reconciliation and
respectful engagement with Indigenous people
across Australia and New Zealand. In 2022 we were
working under a Reconciliation Australia endorsed
Elevate RAP and continue our commitment to
having a greater impact to advance reconciliation
within Ventia and more broadly in the future.
We’re focused strongly on building our leaders with
cultural capability through the development and
implementation of individual cultural learning plans.
Aboriginal and Torres Strait Islander
Engagement in Australia
Based on Ventia’s most recent employee survey and
analysis, 4.8% of Ventia’s Australian employees are
of Aboriginal and Torres Strait Islander descent. In
2022 we hired 373 Indigenous people across Ventia.
Ventia’s strong focus on Indigenous suppliers continued throughout the year increasing our spend to $107.3m million compared to
$83.9 million in 2021. Spend with 165 Indigenous suppliers represented 3.1% of total procurement spend.
Ventia’s Indigenous Advisory Board (IAB) continued to meet during 2022 to provide advice, guidance, and direction on Aboriginal
and Torres Strait Islander engagement, challenging us to seek continual improvements. Our five Regional Indigenous Steering
Committees (RISC) also continued to meet and report into the IAB about the localised performance against our participation
targets and help guide the practical steps needed to drive Indigenous engagement.
Māori Engagement in New Zealand
Our Te Ara o Rehua working party established focus areas to support Māori participation and build cultural capability across our
New Zealand business. We launched a new cultural awareness program as a pilot ahead of a planned broader rollout. The working
party was tasked with determining strategies and initiatives to improve and encourage participation such as managing and
celebrating key events throughout the year including Matariki (Māori New Year), Māori Language Week, Waitangi Day, and others.
Through building our local relationships, including with Amotai, we increased our visibility and network of Māori and Pasifika-
owned businesses we partner with in Aotearoa, spending $3.7m in 2022. A diversity survey was undertaken with our employees
to better understand our current Māori employment and cultural capability across the NZ business with 20% of respondents
identifying as Māori.
Notable achievements
In addition to the above our focus on diversity and inclusion incorporates LGBTIQ+, people with a disability, veterans, refugees
and asylum seekers and other diverse marginalised community members.
Some examples of our 2022 achievements include the following:
•
winner of the Disability Employment category at the Australian HR Institute (AHRI) Awards;
•
our NSW Whole of Government Facilities Management Services contract team being a finalist in the Graeme Innes Disability
Employment Award category;
•
we achieved the Rainbow Tick for LGBTQI+ inclusivity in New Zealand
•
our mental health program (Healthy Minds) being a finalist in the Allan Fels Mental Health award category;
•
being a finalist at the National Association of Women in Construction (NAWIC) awards; and
•
our engagement with social enterprise Australian Spatial Analytics was recognised with Social Traders Social Procurement
Game Changer Award – NT/QLD.
As of 2022 we have over 150+ employees with disability in roles including help desk, administration, data entry and soft services.”
In 2022, we also continued our partnership with CareerSeekers, a non-profit social enterprise that supports humanitarian arrivals
to overcome the barriers they face when seeking to establish and recommence their careers in Australia. During 2022 placed 6
interns across our business.
We also worked collaboratively with Job Access (funded by the Department of Social Services) to further help our disability
employment initiative and to further build disability confidence in our workplace.
Ventia Corporate Governance Statement 2022 27
7. Stakeholder Engagement
Our commitment to transparent and two-way engagement
Our Board recognises the importance of regular and proactive interaction with the market to ensure investors and key stakeholders
remain informed about Ventia’s activities.
We are committed to:
•
communicating effectively with shareholders via ASX and NZX, for example annual and half yearly reporting, periodic
disclosures, notices of meetings and general meetings of Ventia;
•
ensuring new and substantive investor or analyst presentation materials are also issued to the ASX and NZX in advance;
•
giving shareholders ready access to accurate, balanced and understandable information about Ventia; and
•
making it easy for shareholders to participate in general meetings of Ventia.
The Board further recognises the rights of our shareholders and encourages the effective exercise of those rights by:
•
ensuring notices of meeting and other meeting materials are drafted in concise, clear language and are distributed in
accordance with the provisions of the Corporations Act and our Constitution;
•
encouraging shareholders to use their attendance at meetings to ask questions on relevant matters, with time specifically set
aside at each general meeting for shareholder questions;
•
encouraging shareholders to vote on proposed resolutions by either attending the meeting or by way of lodgement of proxies,
if shareholders are unable to attend the meeting;
•
ensuring that Ventia’s external audit firm representatives are present at the Annual General Meeting to answer any questions
regarding the conduct of the audit process and preparation and content of its Auditor’s Report.
The Board also ensures that all resolutions to be considered at general meetings are voted on and decided by way of poll,
and that shareholders are able to appoint proxies electronically through Ventia’s share registry.
The Directors receive copies of all material information issued to the ASX and NZX promptly after they have been made.
Investor Relations
Ventia has an investor relations program designed to facilitate effective two-way communication with our shareholders, which
includes the following:
•
Ventia will regularly attend broker-sponsored and industry conferences;
•
hosting investor webcasts and conference calls following the release of its half year and full year results;
•
providing opportunities for shareholders to receive communications from Ventia electronically and encourages shareholders
to communicate electronically with Ventia and its share registry. Alternatively, email contact details are available on our website
and shareholders are welcome to contact us.
Company Information
Our website (www.ventia.com/) provides information about Ventia generally for the benefit of our shareholders and other
stakeholders. We will promptly update the website with material released to ASX and NZX after confirmation of release by ASX.
In addition, our website contains information of particular relevance for stakeholders including:
•
Corporate Governance (accessible from the ‘Who We Are’ dropdown menu): containing the Company’s Constitution,
Board and Committee charters and relevant governance policies;
•
Board and Executive Leadership Team (accessible from the ‘Who we are’ dropdown menu): containing the names
and brief biographical information for each of our Directors and members of the Executive Leadership Team;
•
Market Announcements (accessible from the ‘Investor Centre’ dropdown menu) containing ASX announcements.
28 Ventia Corporate Governance Statement 2022
Ventia Corporate Governance Statement 2022 29
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.
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