Appendix 4E Full Year Financial Report 2024
Ventia Services Group Limited
ABN 53 603 253 541
Level 8, 80 Pacific Highway
North Sydney NSW 2060
AUSTRALIA
ventia.com
ASX and NZX Release
19 February 2025
Appendix 4E and 2024 Annual Report
Ventia Services Group Limited (ASX:VNT) today reports its results for the financial year ended 31
December 2024.
Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the
financial year ended 31 December 2024.
The following associated documents will be provided separately for lodgement:
• Notification of Dividend (Appendix 3A.1);
• Media Release; and
• Investor Presentation.
This announcement has been authorised for release by the Ventia Board.
-Ends-
For further information, please contact:
Investors Media
Chantal Travers
Jocelyn Harvey
General Manager Investor Relations
General Manager Marketing and Communications
chantal.travers@ventia.com
jocelyn.harvey@ventia.com
+61 428 822 375 +61 439 132 096
About Ventia
Ventia is a leading essential infrastructure services provider in Australia and New Zealand, proudly providing the services that
keeps infrastructure working for our communities. Ventia has access to a combined workforce of more than 35,000 people,
operating in over 400 sites across Australia and New Zealand. With a strategy to redefine service excellence by being client-
focused, innovative and sustainable, Ventia operates across a broad range of industry segments, including defence, social
infrastructure, water, electricity and gas, resources, telecommunications and transport.
Year ended 31
December 2024
Year ended 31
December 2023
Change Change
$'m$'m$'mPercentage
Total revenue6,105.5 5,676.4 429.1 7.6%
Profit from ordinary activities after income tax attributable to members of the parent entity220.2 189.8 30.4 16.0%
Profit after tax attributable to members of the parent entity220.2 189.8 30.4 16.0%
Dividends - Year ended 31 December 2024
Amount per
security
Final dividend 10.63 cents8.50 cents80%
Interim dividend9.35 cents7.48 cents80%
Key final dividend datesDate
Ex-dividend date27 February 2025
Record date for determining entitlement to the dividend28 February 2025
Date for payment of dividend7 April 2025
31 December
2024
31 December
2023
Net tangible assets backing per ordinary share(0.59)$ (0.68)$
The remainder of the information requiring disclosure to comply with ASX listing rule 4.3A is contained in the Operating and Financial Review section of the 2024 Directors’ Report and the
audited 2024 Financial Report, within the Ventia Services Group Limited Annual Report 2024, lodged with this Appendix 4E.
APPENDIX 4E - Annual Report for the Financial Year Ended 31 December 2024
Results for Announcement to the Market
VENTIA SERVICES GROUP LIMITED
ABN 53 603 253 541
Franked amount per security
2024
Redefining Service Excellence
Annual
Report
About this report
This Annual Report (‘report’) is a summar y of Ventia Ser vices Group
Limited’s and its controlled entities’ (together, the Group) operations,
performance and financial position for the year ended 31 December
2024. In this report unless otherwise stated, references to ‘Ventia’,
‘Group’, ‘us’, ‘we’ and ‘our’ refer to Ventia Ser vices Group Limited and
its controlled entities. References to ‘year’, ‘financial year’, ‘2024’ or
‘FY24’ all refer to the year ended 31 December 2024. All dollar figures
are expressed in Australian dollars unless otherwise stated.
Ventia recognises that transparent reporting is an essential
responsibility for our stakeholders. Our report has been prepared
with reference to the Integrated Reporting (IR) Framework
to communicate how our strategy, operational and financial
performance, and approach to environmental, social and governance
aspects aims to create value for stakeholders.
All sustainability-related content within this report has been prepared
with reference to the Global Reporting Initiative (GRI) Standards.
A GRI index is available in our 2024 Sustainability Databook which is
available on our website www.ventia.com/databook-24
Limited assurance for selected environmental and social metrics
within the annual reporting has been provided by Deloitte Touche
Tohmatsu (Deloitte). Ventia’s reporting criteria are outlined in the
Environmental and Social basis of preparation for the year ended
31 December 2024, which can be found on our website at
www.ventia.com/Reportingcriteria-24
Information prepared by third parties
Certain information contained in this report is based on information
prepared by third parties. Ventia does not make any representations
or warranty that this third party material is accurate, complete or up
to date.
Forward looking statements
This report contains forward-looking statements in relation to
the Group, including with respect to the Group’s business and
operations, financial position, and strategies. This report also
includes forward-looking statements regarding climate change and
other sustainability issues for Ventia, including the Group’s resilience
under climate scenarios.
While these forward-looking statements reflect Ventia’s
expectations as at the date of this report, they are not guarantees
or predictions of future performance or statements of fact. These
statements involve known and unknown risks and uncertainties,
which are beyond the control of Ventia. Many factors could cause
outcomes to differ, possibly materially, from those expressed in the
forward-looking statements.
We are Ventia
People are at
the heart of
our success.
Cover: Drone pilot operating a drone, Brisbane, Qld
Pictured: Young men from Wesley College’s Moorditj Mob Program perform
a dance ceremony at the Western Power contract launch in WA
Contents
Overview 2
Our strategic approach 14
Thriving people 26
Resilient and healthy environment 36
Local and diverse supply chain 48
Stronger customers and flourishing communities 52
Sustainable financial growth –
Operating and financial review 60
Governance 78
Directors' report 86
Remuneration report 96
Financial report 120
Other information 174
These factors include general economic conditions; changes in
government and policy; actions of regulatory bodies and other
governmental authorities, such as changes in taxation or regulation;
technological changes; the extent, nature and location of physical
impacts of climate change; and geopolitical developments. Ventia
makes no representation, assurance or guarantee as to the accuracy,
completeness or likelihood of fulfilment of any forward-looking
statement, any outcomes expressed or implied in any forward-
looking statement or any assumptions on which a forward-looking
statement is based.
In addition, there are also limitations with respect to
scenario analysis, including any climate-related scenario analysis,
and it is difficult to predict which, if any, of the scenarios might
eventuate. Scenario analysis is not an indication of definitive or
probable outcomes and relies on assumptions that may or may not
prove to be correct or eventuate, and scenarios may be impacted by
additional factors to the assumptions disclosed.
Except as required by applicable laws or regulations, the Group
does not undertake to publicly update, review or revise any
forward-looking statements, including scenario analysis or to advise
of any change in assumptions on which any such statement is based.
Past performance cannot be relied on as a guide for future
performance. Readers are cautioned not to place undue reliance on
forward-looking statements.
Non-IFRS information
This report contains International Financial Reporting Standards
(IFRS) and non-IFRS financial information. IFRS financial information
is financial information that is presented in accordance with all
relevant accounting standards. Non-IFRS financial information is
financial information that is presented other than in accordance with
relevant accounting standards and may not be directly comparable
with other companies’ information.
Any non-IFRS financial information included in this report has
been labelled to differentiate it from statutory or IFRS financial
information. Non-IFRS measures are used by management to assess
and monitor business performance at the Group and segment level
and should be considered in addition to, and not as a substitute for,
IFRS information. Operating metrics that are prepared on a non-IFRS
basis have been included in the segment commentary to support
an understanding of comparable business performance. Non-IFRS
information is not subject to audit or review.
Mihi
He tautoko te ahurea i ngā kawa me ngā tikanga o ngā Iwi
whānui o Aotearoa, me ka kawa me ka tikaka o ka Iwi whānui
o Te Waipounamu. We recognise and celebrate the culture
of manawhenua in Aotearoa and Te Waipounamu where our
teams respect local Iwi and communities across the country.
Acknowledgement of Country
Ventia would like to respectfully acknowledge the Traditional
Custodians of country throughout Australia and their
connection to land, sea and community. We pay our respect
to them, their cultures and to their Elders past and present.
View
our annual
report online
1
VENTIA ANNUAL REPORT 2024 |
Pictured: Ventia provides asset management and maintenance services including boat ramp maintenance for Port of Brisbane, Qld
2
| OVERVIEW
Auckland
Wellington
Darwin
Perth
Sydney
Adelaide
Hobart
Melbourne
Brisbane
Qld
NT
SA
NSW
ACT
Vic
Tas
WA
Canberra
About Ventia
Ventia is a leading essential services provider that makes
infrastructure work for communities across Australia and
New Zealand. We are an Australian Securities Exchange
(ASX) top 200 company, with a secondary listing on the
New Zealand Exchange (NZX).
We specialise across four diverse sectors providing the long-term operation, maintenance and management of critical
public and privates assets and infrastructure, including defence and social infrastructure, infrastructure services,
telecommunications and transport.
We are proud of our heritage and track record in delivering tailored outcomes for our customers and the communities
in which we operate.
Today Ventia has a large and diverse workforce of more than 35,000 people and operates in over 400 sites across
Australia and New Zealand, enabling us to deliver an extensive range of services for our customers and communities.
Key
V entia work sites across
Australia and New Zealand
35,000
400+
40%+
Workforce of employees
and subcontractors
Project sites throughout
Australia and New Zealand
of our people work in
regional and rural areas
3
VENTIA ANNUAL REPORT 2024 |
Pictured: Rig delivering well services in Surat Basin, Qld
FY24 financial highlights
1. Net profit after tax excluding the after-tax impact of amortisation of acquired intangibles assets.
2. Earnings before interest, tax, depreciation and amortisation.
We achieved strong financial results in FY24,
demonstrating our commitment to delivering growing
and consistent performance for our stakeholders.
Total revenue
$6,105.5m
Increase of 7.6% on FY23
NPATA
1
$ 2 27. 9 m
Increase of 12.8% on FY23
EBITDA
2
$499.3m
Increase 7.3% on FY23
EBITDA margin
8.2%
In line with FY23
Operating cash flow conversion
91.4%
Increase of 2.6ppt on FY23
Work in hand
$19.4b
Increase of 6.7% on FY23
FY24 dividend
19.98 ¢
75% payout of NPATA
4
| OVERVIEW
5
VENTIA ANNUAL REPORT 2024 |
FY24 non-financial highlights
Pictured: Photo entry of NSW landscape by member of our Telecommunications team
Customer focusedInnovationSustainable Safety and people
Renewal rate
91.9%
as at 31 December 2024
Launch of new
AI trials
in FY24
Scope 1 and 2 emissions reduction
1
21.3%
since 2021
TRIFR
3
3.31
Increase of 0.6% on FY23
Revenue
$3.9b
from renewed contracts in FY24
Generative AI queries
1600
processed in FY24
Total electric and hybrid vehicles
427
in our light vehicle fleet as at 31 December 2024
SIFR
4
0.13
Increase of 18% on FY23
Cross-sell revenue
$115.8m
increase of 24% on FY23
VenSights annual views
1
300k+
in FY24
Social value contribution
$3.9b
in FY24
2
Participation by Women in
Executive Leadership Team (ELT)
50%
Increase from 33% in FY23
1. VenSights is Ventia's central enterprise-wide digital platform which delivers performance data and insights across our organisation.
6
| OVERVIEW
Customer focusedInnovationSustainable Safety and people
Renewal rate
91.9%
as at 31 December 2024
Launch of new
AI trials
in FY24
Scope 1 and 2 emissions reduction
1
21.3%
since 2021
TRIFR
3
3.31
Increase of 0.6% on FY23
Revenue
$3.9b
from renewed contracts in FY24
Generative AI queries
1600
processed in FY24
Total electric and hybrid vehicles
427
in our light vehicle fleet as at 31 December 2024
SIFR
4
0.13
Increase of 18% on FY23
Cross-sell revenue
$115.8m
increase of 24% on FY23
VenSights annual views
1
300k+
in FY24
Social value contribution
$3.9b
in FY24
2
Participation by Women in
Executive Leadership Team (ELT)
50%
Increase from 33% in FY23
Awards and Recognition
WINNER
2024 Base
Services
Contractor
of the Year
Base Services
Contractor Awards
Security and Estate
Group (Australian
Department of
Defence)
RECOGNISED
Inclusive
Employer
2024-2025
DCA Inclusive
Employer Index
Diversity Council
of Australia
THIRD
Best Places to
Work – Property,
Construction
& Transport
category
2024 AFR BOSS Best
Places to Work awards
Australian Financial
Review
1. Progress on all emissions targets are disclosed in the Resilient and healthy environment section pages 40-41, including progress on Scope 3 which increased in 2024.
2. Ventia calculates social value using the TOMs (Themes, Outcomes and Measures) framework using spend and employment data. Social value contribution,
as calculated in Ventia’s TOMs Pilot, quantifies economic and community benefits using Local Employment Value (impact of hiring locally) and Local Spend Value.
3. Total Recordable Injury Frequency Rate is calculated as number of recordable injuries divided by total hours worked (inclusive of subcontractors)
multiplied by 1,000,000 in a 12-month period.
4. Serious Injury Frequency Rate is calculated as the number of serious injuries divided by total hours worked (inclusive of subcontractors)
multiplied by 1,000,000 in a 12-month period.
7
VENTIA ANNUAL REPORT 2024 |
How we work
Our sectors
Defence and Social
Infrastructure
Infrastructure
Services
Expert
capabilities
Our Defence and Social Infrastructure business
is the number one provider of integrated
facilities management in Australia and
New Zealand and we are a strategic partner
to the Australian Defence Force.
Our capabilities include providing
maintenance and support services to public
and private customers across defence, social
infrastructure (education, health and state
government), housing and community (justice
and social housing), local government and
critical infrastructure.
Our Infrastructure Services business provides
comprehensive and multidisciplinary maintenance
and improvement solutions to a range of owners
and operators of critical infrastructure.
Our capabilities span across operations and
maintenance of utilities (energy networks,
renewable assets and water), resources and
industrial assets (mining and manufacturing),
and resources development, as well as complex
and large-scale environmental remediation and
rehabilitation services.
Financial
performance
Revenue
$2.6b
EBITDA
$180.6m
EBITDA margin
7. 0 %
Revenue
$1.3b
EBITDA
$109.9m
EBITDA margin
8.3%
Key project
wins in 2024
RENEWED CONTRACT
Homes NSW
Responsive and programmed
maintenance in New South Wales
NEW CONTRACT
Australian Defence Force
National Firefighting Services contract
for Defence Base Services
CONTRACT EXTENSION
NSW Public Works
Whole of Government (NSW Schools)
NEW CONTRACT
Western Power
Transmission and distribution maintenance
services panel contract in Western Australia
NEW CONTRACT
Seqwater
Operations and maintenance collaborative
asset services across South-East Queensland
NEW CONTRACT
Lightsource bp
Kowhai Park Solar Farm grid connections
Pictured:
Telecommunications
monopole, Brisbane
(Qld). Ventia's
Telecommunication
business provides
end-to-end services
for Australia and
New Zealand's
largest fibre optic,
mobile and critical
telecommunications
networks and
infrastructure.
8
| OVERVIEW
TelecommunicationsTransport
Our Telecommunications business is the largest
telecommunications infrastructure services
provider in Australia and New Zealand. We provide
end-to-end service capabilities spanning design,
supply, construction, installation, commissioning
and maintenance of the region’s largest fibre optic,
mobile and critical telecommunications networks
and infrastructure.
Our capabilities include civil construction,
energy solutions, high frequency and wireless
networks, operations and maintenance, project
management, engineering and design, and
building management systems and configuration.
Our Transport business provides comprehensive
asset management services to owners of transport
infrastructure, encompassing motorways and
tunnels, road networks, rail, ports, airports, and
public transport systems across Australia and
New Zealand.
Our capabilities include operations, maintenance,
and technology integration across the entire
asset lifecycle. We are the leader in incident
response across Australia and New Zealand and
our expertise extends to minor capital works,
temporary traffic management, and disaster
response and recovery.
Revenue
$1.6b
EBITDA
$199.6m
EBITDA margin
12.7%
Revenue
$632.4m
EBITDA
$46.3m
EBITDA margin
7. 3 %
NEW CONTRACT
Telstra
Strategic Field Maintenance, Design and
Construction Contract
NEW CONTRACT
NBN Co
On-Demand Business Deployment
and New Development Modules
NEW CONTRACT
Chorus
Fibre Frontier program
NEW CONTRACT
Transurban Group
CityLink Master Works Deed
NEW CONTRACT
South Australian Department of
Infrastructure and Transport (DIT)
River Torrens to Darlington Maintenance and
Incident Response (T2D)
NEW CONTRACT
Port of Brisbane Pty Ltd
Road Corridor Maintenance Services
9
VENTIA ANNUAL REPORT 2024 |
10
| OVERVIEW
Message from
the Chairman and
Chief Executive Officer
The breadth of favourable macroeconomic trends continued to support the growth
of our business in 2024. Ventia’s end-to-end capabilities, along with our extensive
national network in Australia and New Zealand, positions us well to capitalise on
the opportunities ahead.
Through implementing our corporate strategy to Redefine Service Excellence
we have gained further momentum supported by our three strategic
pillars – Customer Focus, Innovation and Sustainability. These have guided us
to deliver long-term value for our customers, communities, and shareholders.
At its heart, Ventia is a people business with a workforce of over 35,000 employees
and subcontractors. The collective efforts of our workforce have enabled us
to achieve a 91.9% renewal rate and grow our business through the award and
mobilisation of new and existing contracts. Several of these include a five-year
contract with Homes NSW, a five-year strategic partnership with Telstra and a
six-year firefighting contract with the Australian Defence Force.
We have consistently achieved sustainable financial performance, delivering
increased earnings and cash flow, and stable margins in line with our forecasts.
In 2024, our statutory revenue increased by 7.6% and our EBITDA of $499 million
increased by 7.3% compared to FY23. Our margin remained stable at 8.2%.
Importantly for shareholders, NPATA of $228 million increased by 12.8% due to strong
demand for our services and because of the scale benefits of our business model
and efficiencies. Pleasingly, this NPATA performance is at the top of the upgraded
guidance range for 2024.
Directors declared a final dividend of 10.63 cents per share, bringing the total
dividend for the year to 19.98 cents per share, a continuation of our 75% target
payout ratio and representing growth of 12.8% compared to last year.
Our success is underpinned by our commitment to the fundamental principles that
support our business: the health, safety and wellbeing of our people, our governance
framework and our dedication to implementing our strategy.
Ventia is a leading essential infrastructure
services provider across Australia
and New Zealand. We specialise in
the operation, maintenance and
management of critical public and
private assets and infrastructure
including defence and social
infrastructure, infrastructure ser vices,
telecommunications, and transport.
Pictured:
David Moffatt,
Chairman (left)
Dean Banks, Managing
Director and Group
CEO (right)
11
VENTIA ANNUAL REPORT 2024 |
In December 2024, Ventia received notification that the
Australian Competition Consumer Commission (ACCC) will
start civil proceedings in the Federal Court. Based on the
information available to date, we do not believe there has been
any misconduct by Ventia or the two named employees. Ventia
intends to defend these allegations.
Ventia is committed to ethical business practices and seeks
to uphold the highest standards of governance and risk
management, and we continue to focus on delivering high-
quality services to all our customers.
Health, safety and wellbeing of our workforce
The safety of our workforce remains our highest priority and
is our licence to operate.
At our AGM in May 2024, we acknowledged the passing of a
valued colleague in New Zealand. While the regulatory review
found no systemic risks to Ventia’s procedures and approach
to safety, like all tragic incidents, this caused deep reflection
and improved awareness within our business.
We have concentrated our efforts on communicating
safety ownership across our organisation and improving
accountability at all levels including reviewing our leadership
and governance, ensuring our strong safety culture encourages
anyone to speak up, and more regular reviews of risk protocols
and reporting.
In 2024, we formally launched our new safety measure
called the ‘Elevate Index’. This Index supports our internally
developed Elevate Safety Leadership Excellence program,
which is benchmarked against global safety practices and is
designed to deliver improved safety performance and enhance
Ventia’s safety culture through leadership behaviours. The new
Index comprises of eight key measures, equally balanced with
lead and lag indicators that provide a holistic measure of our
safety performance and cultural maturity.
People are at the heart of our success
At Ventia, we want our people to thrive. To achieve this, we are
committed to creating a diverse, engaged, capable and high
performing workforce that operates in a safe, fair, respectful
and inclusive environment.
Labour markets over the last 12 months have eased across
Australia and New Zealand, with the time to fill roles declining
and the number of applicants for each role increasing,
however competition for the best people remains challenging.
We aim to retain employees by providing in-house and
external training, career mobility, succession opportunities
and mentorship.
We are pleased to again be recognised in 2024-2025 as a
Diversity Council of Australia (DCA) Inclusive Employer,
which is one of the highest accolades in Australia to recognise
inclusive workplaces. As an essential services provider across
many communities, it is important that our workforce mirrors
the diverse communities we serve.
In 2024, we further embedded our three-year Reconciliation
Action Plan which sets out our targets to provide sustainable
employment for Aboriginal and Torres Strait Islander people.
Our Aboriginal and Torres Strait Islander employment rate
reached 3% and we will continue our efforts to improve this
rate in 2025.
We also launched our Women’s Participation Action Plan
which includes actions to help us collectively work towards
our female participation targets. In 2024, we welcomed two
new female executives to our Executive Leadership Team,
increasing our female participation from 33% to 50%, and our
Women in Senior Management increased from 26.6% to 30.8%.
During the year we trained over 500 leaders across our
business to help advance their leadership skills and drive
organisational effectiveness and operating success.
Ventia Academy, our central learning and development hub,
supported 695 employees to achieve nationally recognised
Certificate II – IV Diploma qualifications and we also delivered
36 specialised compliance programs to help bolster our
risk management practices and support our employees’
awareness of our compliance obligations.
Our strategy to Redefine Service Excellence
Ventia’s three strategic pillars, Customer focus, Innovation
and Sustainability guide our decision-making across the Group
and are integral to the delivery of superior value for customers,
shareholders and employees over the long term.
Ventia was awarded the prestigious Defence Base Contractor
of the Year in 2024 by the Department of Defence which
demonstrates our commitment to customer focus and
recognises our true team-of-teams partnership, our service
delivery and customer-centric approach with Defence.
We conducted a customer research program in 2024 to listen
to our customers. We received more than 90 survey responses
across 60 of our core customers to understand their first-hand
perspectives on doing business with Ventia.
The feedback indicated that many of our customers see
us as a trusted and reliable delivery partner. In 2025 we will
be introducing an enterprise-wide program that will enable
us to collect and analyse customer data and further embed
the voice of the customer across our organisation.
Our pathway to a more sustainable future
Sustainability is firmly embedded across our business.
As a leading essential services provider in Australia and
New Zealand, we have an important responsibility to create
a resilient and healthy environment.
In 2024, our Science Based Targets were validated by the
Science Based Targets initiative (SBTi) which outline our
pathway to net zero across all our emission scopes. The next
step is to improve and build on our climate transition plan
in 2025.
12
| OVERVIEW
1. Oxford Economics Australia (2024). Refers to the financial years ended 30 June.
As we work towards our targets, we are pleased to confirm
an 11.4% absolute reduction in market-based Scope 1 and 2
combined emissions from 2023. This reduction was supported
by meeting our electricity needs from renewable energy
sources, increasing solar generation in our workplaces and
sourcing more GreenPower in our offices and depots.
We also increased our hybrid and electric vehicles to 427
in 2024, resulting in 11.1% of our light vehicle fleet now
being either hybrid or electric. The largest contributor
to our footprint is from our Scope 3 emissions from the
goods and services we procure, and we are working closely
with our supply chain to pursue opportunities to reduce
these emissions.
We are committed to understanding and measuring the
social impact we are creating for the communities we
serve. Ventia is a leading member of the National Social
Value Taskforce in Australia and New Zealand which has
been instrumental in helping us to share and measure
our social impact across industries. The taskforce uses a
national framework called TOMS (Themes, Outcomes and
Measures) to measure and report social value to a consistent
and recognised standard. In 2024 Ventia proudly delivered
$3.9 billion in social value to the communities we serve.
Market trends supporting our growth
Overall, Ventia’s total addressable market for Maintenance
Services in FY25 is estimated at $83.4 billion
1
. This market
has displayed resilient and stable growth over time and is
predicted to continue to grow.
Oxford Economics Australia forecasts that our addressable
market will grow at a compound annual growth rate (CAGR)
of more than 6.4%, reaching over $100 billion by FY28.
The Maintenance Services market is supported by
favourable drivers underpinning organic growth of our
business. These include a growing asset base spurred by
publicly funded infrastructure projects and social housing
development, as well as population growth, outsourcing
and the energy transition.
As state and national governments and businesses
seek to meet their renewable targets, Ventia has an
opportunity to operate and maintain energy infrastructure
once it is constructed across a range of renewable assets
including solar, wind, geothermal and hydro-generation.
Traditional energy generation will also provide long term
services revenue.
The huge shift in digital connectivity and digital infrastructure
is also impacting how businesses operate, including Ventia.
This significant market trend is underpinning demand for our
services, particularly in our Telecommunications business.
Outlook
Looking ahead, Ventia is well positioned for 2025 and
beyond through our expert capabilities across our four
diverse sectors.
We have a stringent gated lifecycle process in place that allows
us to carefully control our project portfolio to ensure we are
managing project risk well and we are well positioned to grow
our footprint through existing and adjacent markets.
Our digital journey remains one of Ventia's top priorities.
Our single enterprise platform is our central nervous system.
Through this real-time system, data is collected and provides
valuable performance and operational insights at any time or
place through our digital platform called VenSights. Our goal
is to continue evolving this platform and focus on becoming
a truly data-driven organisation where insights fuel
decision-making and drive continuous improvement.
Over the next five years we are committed to implementing
our digital strategy which is focused on enhancing our Artificial
Intelligence (AI) capabilities, bolstering cybersecurity and
continuing to create a digitally advanced culture.
On behalf of the Ventia Board and Management Team,
we thank our customers for their continued partnership
in our pursuit to be a market leader in the delivery of
essential services.
To our workforce of 35,000, we express our sincere
appreciation for the effort, energy and enthusiasm you
bring to work every day.
Finally, we wish to thank our shareholders for their ongoing
support as we pursue the successful delivery of our strategy
to Redefine Service Excellence.
David Moffatt Dean Banks
Chairman Managing Director
and Group CEO
13
VENTIA ANNUAL REPORT 2024 |
Our strategic
approach
Pictured: Members of our energy networks team, Rocklea, Qld
Sustainable
Customer
focused
Innovative
Redefining
Service
Excellence
Be targeted
Embed voice of the customer
program to improve account plans
and customer segmentation
Secure new clients
Continuous improvement
in bid success rate by
bringing the ‘whole of Ventia’
to new bids and maintaining
strategy alignment
Renew contracts
Success on all major
renewals ($100m+)
Industry leading diversity
and inclusion outcomes
Deliver measurable impact through fairness,
inclusion and respect, and authentic
community and employee engagement
Innovating for our customers
Be known for solving challenges
in new and dierent ways
Drive productivity
Standardise and
simplify to fully leverage
the benefit and potential
of our single enterprise
wide operating system
to create value
Enhance data and analytics
Engage with AI and emerging
technologies to drive full
transparency and
better informed
decision-making
Target net-zero emissions
Pathway to net zero emissions
defined with visible progress in
implementing emissions reduction
initiatives demonstrated and
emissions reductions achieved
in Scope 1 and 2
Deliver high standards of
corporate governance
Exceed industry and
society’s expectations of our
corporate behaviour
14
| OUR STRATEGIC APPROACH
Our strategy: focus for future growth
Our strategy to Redefine Service Excellence is central to how we create value
for our stakeholders. Our focus on our customers, innovation and sustainability
creates tangible and positive outcomes for our stakeholders. As we look to
the future, our priority remains on our core business. We see opportunities to
evolve our enterprise-wide platform and build further momentum in cross-sell
revenue, supported by industry tailwinds. We will consider ‘close to core’ growth
opportunities where we can leverage Ventia’s existing strengths.
Sustainable
Customer
focused
Innovative
Redefining
Service
Excellence
Be targeted
Embed voice of the customer
program to improve account plans
and customer segmentation
Secure new clients
Continuous improvement
in bid success rate by
bringing the ‘whole of Ventia’
to new bids and maintaining
strategy alignment
Renew contracts
Success on all major
renewals ($100m+)
Industry leading diversity
and inclusion outcomes
Deliver measurable impact through fairness,
inclusion and respect, and authentic
community and employee engagement
Innovating for our customers
Be known for solving challenges
in new and dierent ways
Drive productivity
Standardise and
simplify to fully leverage
the benefit and potential
of our single enterprise
wide operating system
to create value
Enhance data and analytics
Engage with AI and emerging
technologies to drive full
transparency and
better informed
decision-making
Target net-zero emissions
Pathway to net zero emissions
defined with visible progress in
implementing emissions reduction
initiatives demonstrated and
emissions reductions achieved
in Scope 1 and 2
Deliver high standards of
corporate governance
Exceed industry and
society’s expectations of our
corporate behaviour
15
VENTIA ANNUAL REPORT 2024 |
How we create value
We create value for our
stakeholders as we
pursue our purpose to
make infrastructure work
for communities across
Australia and New Zealand.
Through our operations
and maintenance ser vices,
we are committed
to building stronger
customers and more
resilient and flourishing
communities.
Our strategy is central to transforming inputs into our
business into long-term value for our stakeholders. We are
committed to developing thriving people through providing
a high-performing workplace that operates in a safe,
diverse and inclusive environment.
Ventia’s approach to environmental sustainability
involves managing our impact on the environment
through our operations and services, and impacts to our
business through climate-related risks and opportunities.
This includes monitoring and measuring the waste we
generate, the energy we use and the emissions we create
directly and indirectly throughout our value chain.
We support local economies through developing a local and
diverse supply chain, procuring 99% of our goods and services
from a range of local businesses and communities. We strive
to create stronger clients through our whole-of-Ventia offering
and providing innovative and effective solutions for our clients
and communities.
For shareholders and the investment community, we aim to
deliver sustainable financial growth and deliver investment
returns through dividends and other capital management
initiatives we may undertake. We generate a sustainable cash
flow though our operations and services and reinvest capital
to support the growth and innovation of our business and the
development of our people.
Environmental
capital
The renewable and non-
renewable environmental
resources we use.
Manufactured
capital
Our physical assets,
offices and technology.
Social and
relationship capital
Our relationships and
collaboration with all
stakeholders.
Financial capital
Our financial resources
available for deployment.
Inputs
Human and
intellectual capital
Our employees and
subcontractors, knowledge,
systems and policies.
16
| OUR STRATEGIC APPROACH
Resilient and healthy
environment
Committed to achieving
our science based targets
including reaching net
zero by 2050. Resource
efficiency and climate
resilience.
Stronger
customers and
flourishing
communities
Our whole-of-Ventia
offering and knowledge
provides innovative
and effective solutions
for our clients and
communities.
Local and diverse
supply chain
We create value
through the
development of a local
and diverse supply
chain. We advance
sustainable and ethical
procurement.
Sustainable
financial growth
We aim to deliver
sustainable financial
growth for our
shareholders.
OutputsValue creation
Thriving people
An engaged, capable
and high-performing
workforce that
operates in a safe,
diverse and inclusive
environment.
Sectors
Defence & Social
Infrastructure
Infrastructure
Services
TelecommunicationsTransport
S
e
r
v
i
c
e
s
M
a
i
n
t
e
n
a
n
c
e
O
p
e
r
a
t
i
o
n
s
Sustainable
focused
Innovative
Redefining
Service
Excellence
We create value through the services we provide
17
VENTIA ANNUAL REPORT 2024 |
Long-term relationships
We have many customer relationships,
including some that stretch a decade or
more. Long-term partnerships are built
on trust and consistent performance.
Our ability to achieve results and
meet our customers' goals helps build
confidence in our partnerships and
is evidenced by our continued high
renewal rates.
Scale and national platform
Our national presence across Australia
and New Zealand offers our customers
the advantage of scale without
compromising on localised expertise.
Through delivering large-scale
infrastructure services or providing
targeted solutions, our seamless
delivery across diverse sectors helps
our customers succeed regardless of
the scope of their operations.
Enterprise-wide platform
Our established enterprise-wide
platform drives consistency and
operating efficiencies for the benefit
of our customers, supported by
a commitment to continuous
improvement and innovation. We adapt
quickly to changing needs, applying
fresh thinking to optimise processes
and drive efficiency.
Breadth and depth
of service offering
End-to-end infrastructure services
enables our customers to address a
wide range of needs through a single
trusted partner. From multi-disciplinary
projects to specialised, sector-specific
solutions, our customers can leverage
our expertise and capabilities to enhance
both efficiency and effectiveness across
the board.
Commitment to sustainability
Sustainability is a key pillar of our
operations, supporting our customers
in achieving their environmental, social
and governance goals. Our commitment
to driving positive environmental, social
and economic outcomes, ensures that
our partnerships are centred in shared
values of social responsibility and
sustainable progress.
Strong commitment to
people and safety
People are at the heart of our success.
With a workforce of over 35,000 people,
we are committed to creating an
inclusive, diverse and safe workplace.
Safety is our licence to operate and
our commitment to safety means our
people and customers can operate
with confidence, knowing projects are
managed to the highest safety standards.
Why our customers choose us
Our strategy to Redefine Service Excellence
helps to differentiate Ventia
18
| OUR STRATEGIC APPROACH
Our operating market
Market tailwinds provide growth opportunities
Our addressable market continues to show positive momentum, reflecting the
increasing demand for essential maintenance services across a broad range of
sectors. In FY25 Oxford Economics Australia estimates our addressable market
is A$83.4 billion and is projected to grow to $100.4 billion by FY28, reflecting a
compound annual growth rate (CAGR) of 6.4%.
A key factor in this expansion is the significant public investment in roads, rail,
electricity, and water projects, bolstered by government funding programs.
These developments drive a growing asset base, which in turn opens sustained
opportunities for us across key sectors.
In New South Wales and New Zealand we have actively participated in disaster
relief efforts and recovery from natural disasters such as flooding events.
These support our market potential as they drive immediate and large-scale
rehabilitation projects particularly in transport infrastructure. We are also well-
positioned to capture growth from the rising demand for maintenance in the
electricity and utilities sectors, driven by the transition to renewable energy and
net-zero emissions.
The combination of asset growth, public investment, and an evolving
infrastructure landscape creates a favourable environment for our continued
expansion strengthening our market position.
Outsourced Maintenance
Services addressable market size
Australia and New Zealand ($b)
1
27.1
10.9
36.7
8.7
FY25
83.4
28.4
11.5
39.9
9.2
FY26
88.9
29.5
11.9
43.2
9.9
FY27
94.4
30.9
12.0
47. 2
10.3
FY28
100.4
Defence and Social
Infrastructure
Telecommunications
Infrastructure
Services
Transport
1. Oxford Economics Australia (2024). Refers to
the financial years ended 30 June. Numbers
represent current price (nominal value).
Pictured: Night works at Sydney Harbour Tunnel, NSW | Picture by: Steven Markham
CAGR: 6.4%
19
VENTIA ANNUAL REPORT 2024 |
Market trends
supporting our growth
Population growth
Net overseas migration is driving a surge in population
growth, with Australia’s population expected to reach
28 million by 2026. Heightened population growth over the
short to medium term is expected to almost fully account for
the below-trend growth during the COVID-19 pandemic.
This growth, particularly in urban centres, is leading to higher
density and congestion, placing considerable pressure
on existing infrastructure. As cities expand, there is an
increasing need for new infrastructure projects, particularly
in transport, utilities, and social services, to accommodate
the growing population.
Public and private sector spending on infrastructure is
driving the overall size and growth of Australia’s asset base,
which is likely to result in increased maintenance spending
over the medium to long term.
Large and growing asset base
The size and growth of the infrastructure asset base is
driving the long-term requirement for maintenance services.
According to Oxford Economics Australia, over the past two
decades, the capital stock has steadily grown at an average
of 3.6%, reaching $3.35 trillion in FY23 largely driven by
economic activity and directly via construction.
The last eight years have seen relatively slower asset base growth
with the end of the mining boom in the 2010’s. This, coupled
with increased asset use and the desire to drive assets harder
and longer, results in an increasing need for maintenance and
minor capital works activity, the latter often as ‘temporary’
fixes until major rebuilds are undertaken or new assets built.
Energy transition and climate change
The energy transition is a long-run driver of the maintenance
market. An increased focus on energy stability and security
continues to drive significant investment in the energy
transition, including renewable energy generation and
transmission and distribution work. This shift will impact
both the volume of investment required and the path of
future maintenance activity.
Several large coal plants are expected to retire over the
coming decade, and it is anticipated that renewables will
be the main replacement, which will require significant
upgrades to electricity transmission networks to support
new generation sources.
Outsourcing rates
The outsourcing of maintenance activities remains a stable
trend in the infrastructure market, with outsourcing rates
forecast to average 59% of the total maintenance market
to FY28.
Despite an anticipated increase in the total maintenance
market, proportionate increases across both in-house and
outsourcing maintenance work are forecast to keep the share
of outsourcing consistent over the coming years.
Although there are discussions around governments
potentially shifting towards insourcing, outsourcing continues
to be a key feature in our sectors. Long-term contracts and
a dedicated workforce ensures consistent service delivery,
providing value and reliability.
Pictured: Ventia delivers Transmission & Distribution services at Danseys Pass, South Island, NZ
20
| OUR STRATEGIC APPROACH
Cost escalation and inflation
Inflationary pressures have eased in the past year as
international pressures have subsided. Following a peak in
the headline consumer price index (CPI) of 7% in March 2023,
inflation has cooled to 2.4% in December 2024. This reduction
has been driven by cooling of growth in materials and
commodities costs.
Pressure does, however, remain on growth in labour costs,
which has remained elevated through 2024. This reflects
a continued tight labour market, although one that has
substantially cooled in the past year.
Technology and automation
In a market where labour and capital inputs are limited,
and where demand for output is rising, digital productivity
improvements offer the critical link to minimising capacity
and capability risks, enhancing industry sustainability and
lowering infrastructure costs.
Importantly, digitalisation offers a potential solution
to reduce capacity constraints across the supply chain.
Current constraints are likely to persist, with broad
infrastructure demands increasing across the coming
decade due to robust population growth, investment in
the energy transition, and new projects coming online.
The ability to improve productivity through modernisation
and digitalisation will be critical in meeting this rising demand.
Pictured: A member of our water team performing an
inspection at a wastewater treatment plant, Rocklea, Qld
Pictured: Members of our water team at a
wastewater treatment plant, Rocklea, Qld
21
VENTIA ANNUAL REPORT 2024 |
Digital technologies drive performance
Digital technologies are the backbone of our business,
actively supporting our operations and workforce and
enabling us to manage risk, improve safety and wellbeing
and pursue our innovation strategy.
Strategic focus
Our digital journey remains one of Ventia’s highest priorities.
Having the right platforms in place and fostering a digitally
advanced culture makes us more agile, resilient, competitive
and adaptive in a fast-evolving digital world.
Over the next five years, we are committed to creating a
secure, connected enterprise with a key focus on modernising
our operations to deliver differentiation and value for our
customers. Our priorities are focused on enhancing our
Artificial Intelligence (AI) capabilities, bolstering cybersecurity,
and continuing to evolve into a data-driven organisation.
In 2024, our digital strategy gained momentum as we
continued to rationalise our technology capabilities and
further explore opportunities to incorporate new and
emerging technologies into our business such as AI and
digital twins.
We are investing in the digital skills of our entire workforce
and shifting to leaner and automated processes to simplify
our ways of working for our people and our customers.
Using AI to improve efficiency
Ventia's AI strategy was developed in 2024, and the
Board approved the Responsible AI framework and
associated roadmap, providing a vision to responsibly
deliver Ventia's services in a safe and more sustainable
way, while optimising data-driven insights. As part of
this strategy, we have developed and tested several
Ventia AI tools.
In 2024 we piloted a new AI tool to automate the
processing of documents submitted by our contractors.
As the scale of Ventia has grown, manual review was
creating a bottleneck. Using Generative Artificial
Intelligence (GenAI) we have extended traditional process
automation to identify follow-on work, reduce risk and
ensure compliance with project requirements. In 2025,
this tool will be operationalised delivering cost-savings,
optimising revenue and improving customer service.
Pictured: Ventia Operations Centre, Vic
22
| OUR STRATEGIC APPROACH
WINNER
Team of the Year –
Talent Award
Ventia Digital Services Team
2024 Australian CIO50 Awards
WINNER
Asset Management
Information Management
Award 2024
Recognition of Ventia’s
Metabase Interactive Dashboard
project across our Defence
Base Services contract
Asset Management Council
Excellence Awards
Asset Management Council
Awards and
Recognition
We also co-developed a GenAI tool to streamline our bid
process. This tool will reduce the amount of time it takes
to find and collate significant amounts of content and
information, tailored to customer requirements. This will
enable our bid managers to improve the quality and win
potential of our proposal submissions.
In 2024, our AI-enabled wellbeing pilot saw 90% of the
Digital Services team opt in to a new wellbeing chatbot that
assessed their energy levels and we then instantly designed
a personalised 12-week curriculum to overcome and prevent
burnout. The three-month program achieved a 150% increase
in the number of team members in very good or excellent
health while simultaneously reducing the numbers vulnerable
to, or experiencing burnout by 33%. The next release of the
program will be piloted in FY25.
Ventia has enhanced its VenSights reporting platform
through the integration of Microsoft's Copilot generative
AI technology. This enables automated data summarisation
and intelligent insights across our extensive Power BI
reporting environment, without additional operational costs.
The deployment of this application positions Ventia at the
forefront of AI-driven business intelligence, aiming to deliver
measurable value through accelerated reporting cycles and
enhanced analytical capabilities.
Trial of enhanced rostering software
Our transformation team in our Defence business
commenced trialling a new cloud-based human resource
application in 2024 that simplifies employee rostering,
timesheet management and workplace communication.
There are multiple benefits to standardising rostering
across our business, including removing manual processes,
reducing reliance on paper-based processes and providing
an improved, consolidated view of staffing availability
across multiple sites.
Early results are encouraging with wage leakage, off-cycle
pay runs and overpayments significantly decreasing. We are
currently undertaking a wider company review and working
through how to scale this technology more broadly across
our business.
Investments in cyber security
In July 2023 we experienced our first significant cyber
incident. Since then, Ventia has integrated our learnings
to improve our resilience and better safeguard against
future threats. Investments in independent threat and risk
assessments have formed the foundations of Ventia’s Cyber
Security program which provides quantifiable benchmarks
against industry leading frameworks and drives greater
confidence in our cyber posture across our organisation.
In 2024, we successfully achieved our ISO27001 re-certification
and improved our risk management processes and capabilities
across our organisation. Ventia improved governance of
cyber risk mitigations and company-wide campaigns on
cyber awareness and education, ensuring cyber security
is everyone’s responsibility.
Looking forward, our strategy is to build on our strengths
and drive further confidence in our cyber security capabilities
and establish closer relationships with Australian Government
agencies and industry partners.
Data and outlook
Our core Enterprise Resource Planning (ERP) platform is
our central nervous system. ERP is an integrated system
that helps us run the entire enterprise, supporting finance,
human resources, supply chain and more. The real-time
data collected through our single ERP platform provides
valuable performance and operational insights on our
projects at any time or any place through our digital platform
called VenSights. Additional dashboards provide a view on
how our business is performing across core areas such as
safety, health, sustainability, people and customer service.
We have made significant progress on building a digital
ecosystem that not only supports our current operations
but is ready for future customer and employee demands.
Our goal is to continue evolving into a truly data-driven
organisation where insights drive our decision-making.
23
VENTIA ANNUAL REPORT 2024 |
Creating value through innovation
HVAC system saves energy
Ventia piloted a program to trial a battery-powered
heating, ventilation and air conditioning (HVAC) system
on Ventia trucks to enable the air conditioning to run
without keeping the engine idling.
Ventia’s incident response teams are often required to
wait for long periods at incident and maintenance work
sites and need to keep the air conditioning idling in
soaring temperatures to remain cool and alert.
Through collaboration with external partners, a
functional new solution, the HVAC, was developed
and then installed on several Ventia trucks. The HVAC
system is battery powered, therefore the engine doesn't
need to keep running, which reduces fuel consumption,
greenhouse gas emissions and associated wear and
tear of Ventia trucks.
The pilot has proved to be technically and operationally
successful, achieving a per vehicle cost saving of up to
$12,800 and emissions savings of 15 tonnes per annum.
Case study
WINNER
Best Mobile
Partnership/ Initiative
Partnership with Optus - 5G mobile
coverage for Stadium Australia
2024 CommsDay Edison Award
WINNER
Business Innovation Award
2024 ABA100® Business
Excellence Awards
Australian Business Awards
Awards and
Recognition
Since trialling this initiative, we have begun to scale this across
our business to similar vehicles in our fleet and will continue to
roll out this initiative in 2025.
Pictured: HVAC truck
In 2024, we launched a new forward-looking innovation
strategy that articulates where we will direct our resources
to build innovation and deliver continuous improvement.
We are focused on imagining, testing and implementing
new, innovative customer-focused solutions and expanding
our AI toolkit to new areas of our business.
Ventia was recognised for our innovation in providing 5G
mobile coverage in partnership with Optus for Stadium
Australia. Utilising cutting-edge technology, Ventia helped
to provide improved bandwidth, faster speeds, and greater
reliability for all attendees at Stadium Australia.
At the sector level, we are currently running a pilot in our
transport business using AI to optimise the safety of our
mobile plant by using video analytics to initiate a vehicle
alarm when someone enters a pre-defined exclusion zone.
As part of our innovation strategy, we continue to
build effective partnerships. Within our business, our
operational teams partner with Digital Services and other
group functions to build on our innovation capabilities.
Externally, we are working in collaboration with companies
like Taronga Ventures and Amazon Web Services to unlock
new opportunities, such as streamlining our bid process.
Importantly, our employees want to contribute and
be part of our innovation success. By listening and
interacting with our employees on innovation, we strive to
differentiate ourselves as an employer of choice by building
a forward-thinking workplace.
24
| OUR STRATEGIC APPROACH
Ventia’s Comms Trailer:
Rapid remote deployment and resilience
Ventia’s Humanitarian Assistance and Disaster
Relief (HADR) Communication Trailer is an example
of innovation at Ventia and was soft launched
at the Land Forces Defence Exposition in 2024.
The trailer is designed to provide rapid deployment
of communication capabilities, enabling seamless
coordination between military, emergency services,
and civilian agencies during disaster relief operations.
This is enabled through partnering with industry,
in particular L3 Harris for the retransmission activity.
The HADR Communication Trailer is an advancement in
disaster relief technology and allows for the establishment
of communication networks in disaster-stricken areas.
This capability ensures that aid efforts can be coordinated
more effectively and efficiently, reducing response times
and improving overall disaster management. The trailer
is self-sufficient and operates autonomously off-grid,
powered by solar panels and a generator. This resilience
ensures continuous operation, providing reliable
communication support when it is needed most.
The Australian Defence Force will trial using the trailer
at two major upcoming military exercises.
Equipped with commercial space internet capability,
the HADR Communication Trailer offers robust and
reliable communication channels. This technology
enables real-time data transmission and connectivity,
facilitating better coordination among all involved
agencies. This versatility ensures that all stakeholders
can stay connected and informed, enhancing the
overall effectiveness of disaster relief efforts.
“
When considering the Whole of Government
environment in Australia: the resounding
message we receive is having some common
systems across agencies is important.
This ensures that agencies, including the
Australian Defence Force can communicate
with each other in times of national stress and
in the national interest. The communications
trailer that has been designed and built
by Ventia is a great step to progress the
technology to enable cross agency comms.
L3 Harris is proud to work with Ventia
on this effort.
”
Scott Harris
Regional Managing Director Aust/NZ,
International Sales – L3 Harris
Case study
Pictured: Comms trailer in Australian bushland | Photo by: maytheevoran (stock.adobe.com)
25
VENTIA ANNUAL REPORT 2024 |
1. Measured by EROAD. Star ratings are based on driver standards in comparison to EROAD driving population. To be a 5-star driver, you need to be in the top 10% of the
EROAD driving population.
Thriving
people
Highlights
Safe for Life frontline
leaders trained
830+
Ventia leaders trained in
Elevate safety program
455+
increase in 4-and 5-Star
1
Ventia drivers
58%
Pictured: Members of our Firefighting & Rescue Services team, Oakey, Qld
Safety is our licence to operate
Our focus is on creating a safe and healthy
workplace. We do this by ensuring a culture of
safety ownership and accountability at all levels
of our organisation through empowering our teams
to anticipate and manage safety risks.
26
| THRIVING PEOPLE
80%
40%
80%
40%
80%
40%
80%
40%
40%
80%
80%
40%
40%
80%
40%
80%
deterioration of 18% on FY23
Our approach to health and safety is overseen by our
Board and the Safety and Sustainability Committee
through our governance model, leadership principles
and operational disciplines. These principles and initiatives
are implemented by our leaders across our organisation
through our safety strategy, critical risks and agreed safety
performance indicators.
Even with our strong focus on safety training and systems,
it is with great sadness that we reported a fatality of a Ventia
employee in March 2024 in New Zealand. This tragic incident
shifted our safety mindset to implement focused initiatives to
share our knowledge, adopt best practices and embed safety
innovation. In 2024, we continued to implement existing and
new safety initiatives and programs.
Elevate Index
We developed a new holistic safety metric, the ‘Elevate Index’,
which is designed to provide a balance between measures
of leading and lagging indicators and cultural maturity.
The Index consists of eight key metrics: Total Recordable
Injury Frequency Rate (TRIFR), Return to Work (RTW)
<13 weeks, Critical Risk Assurance Activities, Critical Event
Reporting Lag, Critical Event Action Closure, Compliance
Training, ‘4- and 5-Star’ Drivers, and Leader Learning
Conversations. The Index combines these eight metrics,
to give an overall score of performance as a percentage.
The baseline score in January 2024 was 73% compared to
82% in December 2024 which show an improvement and has
enhanced decision-making at all levels of our organisation.
SIFR
2
0.13
in FY24
0.29
0.11
202220232024
0.13
1. Total Recordable Injury Frequency Rate
2. Serious Injury Frequency Rate
TRIFR
1
3.31
in FY24
deterioration of 0.61% on FY23
202220232024
3.31
3.71
3.29
Elevate Index chart
TRIFR
Critical Event
Reporting Lag
Critical Event
Action Closure
RTW <13 Weeks
4 & 5 Star Drivers
LLCs
CRP Assurance
Activity
Compliance
Training
27
VENTIA ANNUAL REPORT 2024 |
Leader Learning Conversations
Leader Learning Conversations (LLC) provide leaders with
an invaluable opportunity to engage in an open two-way
discussion with employees about safety and to foster a culture
of transparency, accountability and continuous improvement.
To improve engagement, we strengthened our LLC process
in 2024 by introducing additional reporting criteria that has
resulted in a 231% increase in actions to improve safety across
our business and a 73% increase in the reporting of hazards.
New Zealand Safety Climate Survey
We partnered with a leading industry provider to deploy a
Safety Climate Survey across our New Zealand business in
2024. Aligned with our safety commitments, this inaugural
survey received above target response rates and provided
insights on workplace safety, empowerment to stop work and
the reporting of hazards and risks, as well as the expectations
we place on our subcontractors. A working group of cross
sector representatives was mobilised to create a program
of work to address survey feedback which included an
increased focus on leading safety activities, development and
launch of a reward and recognition scheme, and an in-depth
review of resources to address safety across our workplace.
Discussion groups with team representatives also encouraged
strong consultation and validation of work practices at
operational levels of our business. This survey will be extended
to our Australian business in 2025.
Stop Work Authority
We encourage all our employees to stop work if they feel their
own safety or the safety of others in the workplace is at risk.
All employees are issued with a Stop Work Authority card.
We have reinforced and strengthened the use of this authority,
ensuring our employees feel secure to stop work in challenging
or unsafe situations until everyone's safety is assured. In 2024,
568 Stop Work Authorities were used and our teams continue
to embed this important practice.
Road safety: safe driving excellence
Driver safety is a key critical risk for Ventia. Over 5,000 drivers
traversed across Australia and New Zealand in 2024, travelling
over 81 million kilometres. As driving and remote travel are the
highest risks, we target safe driving behaviours as part of our
annual ‘All Roads Lead to Home’ campaign, which focuses on
making every journey safe.
This integrated internal communications campaign provided
information and resources on road safety and included
masterclass sessions on safe driving, which contributed to
an improvement in driver behaviours as monitored through
our EROAD platform. We also deployed a new EROAD
1
feature
called ‘Drive Buddy Fatigue – Driver Alerts’ to mitigate
driver-related fatigue.
The campaign contributed to a 58% increase in 4- and 5-Star
drivers (as measured by EROAD) and a 29% reduction in
driving related infringements.
Healthy Minds and Healthy Bodies
We invested in our mental health program across the
year aimed at creating and sustaining a mentally healthy
workplace. Through our award-winning mental health training,
we onboarded 85 new Healthy Minds Champions and over
400 Healthy Minds Leaders who are advocates for mental
health and help support employees across our workplace.
We also implemented our Healthy Bodies Early Intervention
program, which provides immediate no-cost medical
assistance for Ventia employees and subcontractors via our
third-party workplace medical treatment partner. In 2024,
we experienced a 13% increase in participation in the program
and we plan to further embed Healthy Bodies in 2025.
Pictured: Two Ventia employees in a Ventia hybrid vehicle in NSW
Pictured: We onboarded 85 new Healthy Minds Champions
this year as part of our mental health program, ‘Healthy Minds’
1. EROAD is Ventia's fleet management and technology partner
28
| THRIVING PEOPLE
People are at the heart of our success
We are committed to building a thriving workforce where
everyone can grow, contribute, and succeed. Our culture is
shaped by our values of collaboration, integrity, challenge
and ingenuity.
Building capabilities at all levels
Our positive retention trend continued to build in 2024
illustrated by a reduction in turnover. This was achieved
through listening to our employees, increasing our training
and development, and focusing on employee engagement
throughout the year.
Ventia Academy, our central hub for internal training and
career development, played a pivotal role in driving this
engagement. Ventia Academy equips our employees with the
resources and connections they need to learn, grow and build
fulfilling careers within Ventia.
This year, we focused on developing our senior leaders.
A combination of in-person and virtual programs facilitated
valuable connections between team members, our Executive
Leadership Team and industry experts. These programs
fostered alignment with Ventia's strategy and deepened
our leadership team's understanding of enterprise leadership.
Over 500 employees participated in leadership development
programs during the year, strengthening our leadership
capabilities. Our internal Registered Training Organisations
in Australia and New Zealand supported 695 employees
to obtain nationally recognised certifications, including
405 employees who were awarded job-aligned
Certificate II – IV and Diploma qualifications. In addition,
we delivered 36 specialised compliance programs to
strengthen our risk management culture.
2024-2025
Inclusive
Employer
Highlights
employees participating
in leadership development
programs
500+
Pictured: Ventia employees at the Square Kilometre Array Observatory (SK AO) telescope site in Murchison, WA
Ventia Academy hosted its first Virtual Career Fair during
National Careers Week in 2024. This event, along with
the development of comprehensive career education
resources, provided employees with the tools and
knowledge to proactively manage their career paths.
We also launched an internal Career Champions program
to empower our employees to take ownership of their
career journeys by connecting them with internal mentors
who offer guidance, resources and networking support.
Fairness, Inclusion, and
Respect (FIR) Champions
100
29
VENTIA ANNUAL REPORT 2024 |
Attracting and retaining talent
There is much more to employee attraction and retention
than just salary. Creating a culture where diversity, inclusion
and flexibility are championed, is essential for attracting
and retaining local talent on merit and fundamental
to strengthening community ties, boosting employee
engagement, productivity and overall business success.
Merit at Ventia means fair opportunity, where effort and
capability determine success.
Local talent is important to Ventia, with 91% of our
employees living locally and bringing a vested interest in their
communities. Our Talent Acquisition teams are based across
Australia and New Zealand, focusing on a diverse pipeline.
In 2024, we partnered with organisations such as
CareerSeekers, Soldier On, and Working Parents Connect,
and engaged in events such as the Be Deadly Jobs Fair and
the Australian Defence Force Transition Seminar. These efforts
included networking opportunities and work experience
placements for local people.
We are committed to developing future leaders. This year,
we again implemented our award-winning graduate program
to offer accessible pathways for individuals to develop skills
and acquire experience placing us 38
th
in the Australian
Financial Review's Top 100 Graduate Employers list for
the 2024 intake.
Pictured: Women's Networking Event
in New Zealand for Ventia employees
WINNER
Best Health and
Wellness Program
2024 Defence and National Security
Workforce Awards
Defence Connect
WINNER
Executive of the Year 2024
Andrew Barlett, General Manager,
Defence Base Services contract
2024 Australian Defence
Industry Awards
Defence Connect
Awards and
Recognition
Employee relations
Our employees are covered by industrial instruments,
including Modern Awards, Enterprise Agreements,
Collective Employment Agreements, and Individual
Employment Agreements. This reflects the composition of
our workforce from school leavers and apprentices to highly
skilled employees.
In 2024, we had 32 Enterprise Agreements approved in
Australia and four Collective Employment Agreements
take effect in New Zealand. We will continue this positive
momentum, working collaboratively with our employees
and their bargaining representatives to secure mutually
beneficial outcomes.
Creating a fair, inclusive and
respectful workplace
For the second year running, we are proud to be recognised
as a Diversity Council of Australia (DCA) Inclusive Employer.
We have expanded the number of employee network groups
dedicated to fostering inclusion and amplifying diverse
voices. These groups provide safe spaces for employees to
connect, share experiences, and advocate for equity, thereby
strengthening our commitment to Fairness, Inclusion, and
Respect (FIR) principles.
Furthermore, we launched a new FIR Champion program,
empowering over 100 employees to actively promote FIR
values, challenge discriminatory behaviours, and contribute
to a more inclusive and respectful workplace.
30
| THRIVING PEOPLE
Gender balance across our organisation is integral to
our success. Through a range of initiatives, we aim to
create a more inclusive environment that benefits all genders,
encourages collaboration, and drives innovation. Our approach
ensures that everyone is valued, respected, and supported
in achieving their fullest potential. In 2024, we achieved our
HESTA 40:40 vision goal, with women's representation on our
Board increasing from the prior year to 42.9% (up from 37.5%)
and reaching 50% on our Executive Leadership Team
1
(up from
33.3%). Women in Senior Management (WISM
1
) increased to
30.8% from 26.6% and female participation in our workforce
reduced slightly from 31.6% to 30.9%. We continue to build
a diverse pipeline of talent including through our graduate
program, with 53% of this year's intake being women.
WINNER
Diversity and Inclusion
within the Workspace team
Erin Flannery, Project Services
Operations Director, Ventia
2024 National Association of Women
in Construction (NAIWC)
WINNER
Young Facilities
Professional of the Year
Shannon Lester, Facilities
Manager, Ventia
FM Industry Awards for
Excellence 2024
Facility Management Association
Awards and
Recognition
Gender diversity
Our gender pay gap
In Australia, we submitted our 2023-2024 gender pay gap data
to the Workplace Gender Equality Agency (WGEA) as required
by the Workplace Gender Equality Act.
Ventia acknowledges the gender pay gap within our workforce,
which reflects the difference in earnings between men and
women. While we pay equally for like-for-like roles, a gender
pay gap still exists. This gap is influenced by the broad mix of
industries and occupations within our company where the
gender composition varies. We are committed to achieving
pay equity across all our operations and, we have made
progress with our total remuneration median gender pay gap
narrowing from 39.1% to 35.3% in FY24.
This year, we have worked to close the gender gap by
conducting annual pay equity reviews, actively recruiting
women into senior leadership positions, leveraging data
insights to monitor our progress and focusing on initiatives
outlined in our 2024-2026 Women's Participation Action Plan.
2024-2026 Women's Participation Action Plan
This plan aims to drive gender diversity through
tailored enterprise-level and sector-specific activities.
Key objectives include:
• Develop: enhance development opportunities informed by
and for women enabling them to progress into more complex,
managerial or senior roles
• Retain: increase understanding, value and recognition of
women with a flexible and supportive workplace environment
• Attract: create pathways into employment that attract women
at all levels, into managerial and male-dominated roles
The new action plan is successfully advancing women's
development and careers within our organisation.
Key initiatives this year include a strengthened Women's
Employee Networking Group, targeted career support at the
Virtual Careers Fair, expanded mentoring through Community
Connect, increased ‘Women Leading’ program participation
and engagement in external leadership summits.
While progress has been made, we recognise that more work is
required to continue to achieve our women participation goals.
We are committed to furthering these goals through continued
investment in policies, practices and initiatives that support
women and their experiences at all levels of our business.
Supporting men in our workforce
We equally focus on and support men in our workforce.
This year, we raised awareness of social and health issues that
men and boys face. Improving men’s health is a key objective
for Ventia and in 2024 we launched a new Men’s Health
Employee Network Group. This group enables men across
Ventia to connect and take action to address mental and
physical health challenges.
1. Executive Leadership Team (ELT) is defined as the Group CEO and direct
reports. Women in Senior Management (WISM) is aligned to Ventia’s Job Level
Framework, an externally evaluated methodology application considering role
complexity and core job attributes such as impact, communication, innovation,
knowledge and risk.
31
VENTIA ANNUAL REPORT 2024 |
Indigenous participation
and reconciliation at Ventia
Our commitment to Indigenous participation
Our approach to Indigenous participation is underpinned
by respect, collaboration and creating opportunities.
We honour the cultural, spiritual and historical connections
that Aboriginal and Torres Strait Islander, and Māori and
Pasifika peoples hold to their lands and waters. By embedding
these principles into our operations, we align with our key
stakeholders, supply chain, and social impact goals, fostering
sustainable, long-term benefits for Indigenous peoples.
Advancing reconciliation in Australia
In 2024, we achieved key milestones under our 2023-2026
Stretch Reconciliation Action Plan (RAP). Our RAP is focused
on cultural safety, retention, recruitment, community, and
supplier engagement.
Notable achievements in 2024 include:
• Cultural safety and retention initiatives:
We offer trauma-informed, culturally sensitive support
for Aboriginal and Torres Strait Islander employees.
We provided direct support to 50 Aboriginal and Torres Strait
Islander employees throughout the year and has contributed
to an improvement in retention rates.
• Ventia empowers First Nations Custodial Officers:
Ventia's Training Recruitment, Employment, Care and
Career Advancement (TRECCA) team successfully recruited
and onboarded seven Aboriginal and Torres Strait Islander
custodial officers to the South Australia Prisoner Movement
and In Court Management contract. Key to this success
was the 'Aunty' model, which provides cultural support
and mentorship.
• Listening to the voice of our employees on reconciliation:
We launched the Workplace RAP Barometer to listen to
our employees about how our RAP is fostering a culture of
reconciliation across our workplace in Australia. This survey
helps us to drive positive change in our reconciliation
journey and in the communities in which we operate.
• Strengthening governance:
We welcomed new members to our Indigenous Advisory
Board (IAB), which plays a critical role in advancing
Aboriginal and Torres Strait Islander engagement and
outcomes. Our RAP Working Group meets quarterly,
bringing together those who are responsible for RAP
initiatives to ensure we stay accountable for delivering
meaningful RAP outcomes for Aboriginal and Torres Strait
Islander communities.
FINALIST
Social Procurement Impact
Partnership of the Year
Muru Mittigar - Ventia
and Transurban
2024 Social Traders Game Changer
Awards, NSW & ACT
WINNER
First National Excellence
Award - TRECCA
2024 Asuria Employer Awards
Asuria People Services
Awards and
Recognition
FINALIST
Ngā Āhuatanga o Te Tiriti
Tohu (Characteristics
of the Tohu Treaty)
Western Bay of Plenty Primary
Health Organisation
2024 Diversity Awards New Zealand
Diversity Works NZ
Pictured: Our Indigenous Advisory Board with our RAP painting titled
'Connections' at a meeting in Melbourne in March 2024
32
| THRIVING PEOPLE
1. According to Have Your Say survey conducted in 2023
Case study
Māori and Pasifika initiatives: enhancing
opportunities across New Zealand
Forty-one per cent of our workforce in New Zealand is Māori
and Pasifika
1.
. Ventia's dedication to 'Te Tiriti o Waitangi'
(The Treaty of Waitangi) acknowledges the fundamental
principles of partnership, participation, and protection.
Manaakitanga and kaitiakitanga (a sense of guardianship
and protection for our land) guides our people as we work to
Redefine Service Excellence.
These values are embodied through 'Te Ara o Rehua' (the working
group known as Te Roopū), showcasing Māori and Pasifika culture,
engagement and cultural capability across our organisation. Te
Roopū works with everyone in our business to ensure Ventia is a
great place to work for all our team members.
Our culture and 'Te Tiriti' are thoughtfully explained in our
Ventia Aotearoa Cultural Awareness Module, reflecting
the commitment of over 1,000 team members who have
successfully completed the module.
We increased our procurement with Māori and Pasifika
businesses in 2024, demonstrating our commitment to
improving Māori and Pasifika outcomes from a 'Te Tiriti o
Waitangi' perspective and embodies our fostering of fairness
and equitable outcomes.
Enhancing Māori and Pasifika
employment in New Zealand
Ventia fosters employment, cultural diversity and
community engagement by building strong relationships
with local iwi and other community groups, providing
training, mentorship, and employment opportunities.
We recruit Māori and Pasifika graduates through the
Māori and Pasifika Trades Training (MPTT) Consortia
and engaged with over 50 Māori and Pasifika businesses
through partnerships with Amotai and Ākina.
Ventia has also partnered with the Ministry of Social
Development (MSD) and Te Puni Kōkiri to deliver
upskilling programs for over 150 team members,
providing numeracy and literacy training.
We are dedicated to embracing all perspectives and
enhancing Māori and Pasifika capabilities, confidence
and engagement.
As a result, Ventia has increased Māori and
Pasifika representation across our business.
Pictured: Te Roopu strategy day
held at the Te Ma-nuka-nuka o
Hotu-roa Marae with employees
from our Auckland Airport contract
Pictured: Ventia employees greet each other with a Māori hongi at the
Te Ma-nuka-nuka o Hotu-roa Marae in Auckland, NZ
Case study:
Delivering on our commitments
(Wajarri Enterprises Limited)
Our joint venture (JV) with Wajarri Enterprises
Limited (WEL) focuses on Aboriginal and Torres Strait
Islander economic empowerment and sustainable
growth in Western Australia's central west. The
partnership, which includes managing contracts such
as the Square Kilometre Array Observatory (SKAO)
project, goes beyond traditional subcontracting by
awarding contracts directly, ensuring long-term,
community-centred outcomes. The collaboration,
which emerged from a 2023 Geraldton community
workshop, integrates WEL into core operations,
aiming for shared prosperity. The JV targets spending
20% of the project budget on local businesses and
incorporates Wajarri language in co-designed branding,
promoting cultural respect. This model exemplifies
meaningful engagement and sustainable economic
opportunities while honouring Wajarri culture.
Pictured: Wajarri
Enterprises employee
working on SK AO
project, WA
33
VENTIA ANNUAL REPORT 2024 |
1. As outlined in Australian Defence Magazine, Annual Top 40 survey in 2024
Case study:
Veterans
As a Top 4 Defence industry partner
1
,
we are committed to providing
opportunities for Australia’s veterans,
valuing their skills and supporting their
careers beyond the military.
In 2024, we were recognised as a
Veteran Employer of Choice by the
Australian Government Department
of Veterans’ Affairs after signing the
Veteran Employment Commitment (VEC).
Our dedication to veteran inclusion
was also highlighted by our winning the
Northern Territory Government’s Veteran
Employer of the Year Award.
Employed Reservists
Highlights
Employed veterans
470+
Defence industry partner
Top 4
Empowering veterans
Our commitment to the veteran
community has been reinforced by a
new alliance with Invictus Australia.
This affiliate of Invictus Games
supports the health, wellbeing and
resilience of veterans and their
families through a range of grass-
roots community initiatives.
Invictus – Latin for ‘unconquerable’
– is a fitting description of our
veterans and the organisations
that support them.
“
Our collaboration with
Ventia not only strengthens
the mental, social, and
physical wellbeing of
Veterans but also broadens
our community reach.
”
James Brown,
Chairman of Invictus Australia
WINNER
Northern Territory
Veteran Employer
of the Year
2024 Northern Territory
Veterans Awards
Northern Territory
Government
FINALIST
Excellence in
Supporting Veteran
and/or Parter
Employment
(National)
2024 Prime Minister's
National Veterans
Employment Awards
Department of
Veteran Affairs
Awards and Recognition
It enables us to support veterans
across all stages of their lives, including
what is often their most challenging
mission – transitioning into the
community post-military service.
The partnership has direct,
personal relevance to the more
than 700 veterans, reservists, and
Defence family members who work
for us, adding their unique skills,
knowledge, and resilient mindset
across our operations.
230+
In partnership with the Northern
Territory Government, we signed
a Memorandum of Understanding
(MOU) to support Operation Thrive,
a centre focused on veterans’ health,
wellbeing and employment. As part of
the MOU, we will sponsor the program
and employ 20 veterans per year.
Ventia has also launched our Veteran,
Reservist and Defence Family Member
Program, which demonstrates a formal
commitment to the employment and
support of Defence personnel.
Pictured: Ventia is proud to have decorated
veteran employees across our business
34
| THRIVING PEOPLE
Disability inclusion
In 2024, Ventia's inclusive employment program, Avenues,
continued to connect individuals with disability to meaningful
employment opportunities through strategic partnerships,
including with the Job Access agency and to over 45 disability
employment providers. Additionally, we launched a program
with a Disability Services and Registered Training Organisation
to offer part qualifications for people with disability to join
Ventia's Operations workforce.
Our partnership with Australian Spatial Analytics (ASA)
also grew. We supported 25 ASA data analysts across our
Transport, Telecommunications, and Defence and Social
Infrastructure sectors. ASA is a registered not-for-profit
social enterprise dedicated to training and employing young,
neurodivergent people in geospatial, digital engineering
and big data careers. Our work with ASA contributed to our
nomination for the Australian Disability Service Awards' Best
Employment Program.
Ventia was also recognised by the Australian Financial Review
as one of the Best Places to Work in Australia, attributed to
our Disability Employment Program, policy guidance, and
general support to strengthen our inclusive practices across
our business.
Increasing employment opportunities for
people with disability in New South Wales
In 2020, the Whole of Government NSW Schools (NSW
Schools) contract introduced a new key performance
indicator (KPI) focused on disability employment. To
meet this challenge, Ventia launched a forward-thinking
employment strategy that included partnerships with
disability organisations, tailored recruitment programs,
and initiatives to enhance workplace accessibility.
As a result, in the first 12 months disability employment
on this contract grew by 500% from 27 to 170
employees. We continued our efforts in 2024 by
investing $5 million annually in wages through our NSW
Schools contract for employees with disabilities.
Ventia's employees on this contract confirmed that
the company’s inclusive culture has been pivotal in
advancing their careers. Our approach to disability
inclusion has contributed to Ventia, and our partner
organisations, earning multiple national awards,
recognised as leaders in disability inclusion.
Case study
LGBTTQIA+ inclusion
Our Rainbow employee network, with support from
Executive Leadership, developed our first Rainbow
Inclusion Action Plan to further support and uplift our
diverse workforce.
In New Zealand, for a third time we achieved the Rainbow
Tick accreditation demonstrating that Ventia is a safe
and welcoming place for employees from the LGBTTQIA+
communities. This certification highlights our ongoing focus
on encouraging a culture of respect and inclusion. As part of
this, employees have completed Rainbow Awareness Training.
Additionally, we joined Pride in Diversity enabling access
to valuable resources and training to enhance workplace
inclusion further in Australia.
Pictured: Ventia's Group Executive for Digital Services,
Mel Evans was recognised as a finalist in the Executive
Leadership category at the New Zealand Rainbow Excellence
Awards. Pictured with colleagues from Ventia
We are also proud to have joined Pride in Diversity,
an employer support program for rainbow workplace
inclusion. Membership provides us access to valuable
resources, online training programs, recruitment and policy
guidance, and general support to strengthen our inclusive
practices across our Australian business.
35
VENTIA ANNUAL REPORT 2024 |
Resilient
and healthy
environment
Our climate approach
In 2024, we received validation
from the Science Based Targets
initiative (SBTi) for our near-term and
net zero emissions targets, ensuring
we have clear goals to focus on our
transition activities.
2024 Highlights
tCO
2
-e Scope 1 and 2 emissions
(market based)
39,773
tCO
2
-e Scope 1, 2 and 3 emissions
Increase 31.8% from 2021
873,205
Reduction in Scope 1 and 2
emissions from 2021 base year
21.3%
Light vehicle fleet EV and hybrid
11.1%
1. An economic intensity measure of greenhouse gas emissions per value added, where value added is operating profit = Earnings Before Interest,
Tax, Depreciation and Amortisation (EBITDA) + all personnel costs.
2. Ventia commits to reduce Scope 1, 2 and 3 greenhouse gas emissions by 90% by 2050 from a 2021 base year.
Pictured: Ventia delivers landscaping and maintenance services to Port of Brisbane, Qld
Our targets have been set considering
the aims of the Paris Agreement and our
commitment to the SBTi-led ‘Business
Ambition for 1.5
o
C’ campaign.
• By 2030, we are targeting an absolute reduction in Scope 1 and
2 GHG emissions by 42% from a 2021 base year. Additionally, we
are targeting to reduce Scope 3 GHG emissions from purchased
goods and services by 51.6% per million AUD value added
1
from
a 2021 base year; and
• By 2050, we are targeting net zero greenhouse gas emissions
across our value chain
2
36
| RESILIENT AND HEALTHY ENVIRONMENT
At Ventia, we are supporting
our customers in achieving their
sustainability goals and providing
credible pathways to reduce emissions
and improve their climate resilience.
As the provider of essential services,
with 400+ projects across Australia
and New Zealand, we are well
positioned to deliver climate-related
services through our expertise in asset
management, renewable generation
projects, electrical transmission and
distribution, and operations and
maintenance of infrastructure.
Through our service delivery and
transition activities, we are aiming
to achieve our sustainability goals
in a way that actively supports a
just transition by ensuring that
environmental, social and economic
considerations are integrated into
our strategies. We recognise there
is a strong link between nature and
climate, and it is our responsibility to
use resources efficiently and prevent
environmental harm.
Reducing our direct emissions from
fuel use across our operations remains
challenging as our business grows.
Our diverse and broad supplier
network of over 12,300 suppliers
provides a challenge in driving a
reduction in our Scope 3 emissions,
which forms our biggest emissions
footprint. Our transition plan, as shown
on pages 38-39, identifies targeted
activities that are currently in progress
or planned to achieve our emission
reduction goals.
Ventia Services Group Limited is
a climate-reporting entity under the
Financial Markets Conduct Act 2013
(New Zealand). Our climate-related
disclosures in this report form
our Climate Statement for 2024.
Refer to page 82 for our Statement of
Compliance. An index of our disclosures
for the Aotearoa New Zealand Climate
Standards is provided on pages 178-183.
Scope 1Scope 2Scope 3
Direct emissionsIndirect emissionsOther indirect emissions
By 2030
51% Intensity Reduction
Scope 3
42% Absolute Reduction
Scope 1 and 2
By 2050Net Zero Scope 1, 2 and 3
Our Emissions Targets
37
VENTIA ANNUAL REPORT 2024 |
Pathway to net zero
Ventia's Climate Transition Action Plan
Achieved a
21.3%
absolute reduction in Scope 1 & 2
SBTi-validated 2030 and 2050 targets
SO FAR WE HAVE:
2021
42%
Absolute reduction in Scope 1 & 2
BY 2030 WE TARGET:
51%
Intensity
1
reduction in Scope 3
Scope 1 emissions
Scope 2 emissions
Scope 3 emissions
Our progress since 2021:From 2025 we plan to:
Although our actions are heavily dependent on
third parties including suppliers and contractors,
427 hybrid and electric vehicles in our fleet
of 3,859 light vehicles
Implementation of on-site rooftop solar
generating 266,000 kWh p.a.
Introduction of Greenpower purchasing
contributing 16.5% of our consumption
Identification of high-intensity
emissions inventory
Transition 3,700 light vehicle fleet to hybrid
and electric vehicles
I ncrease on-site solar generation and purchased
renewable electricity, achieving zero market-based
Scope 2 emissions by 2028
Transition to NABERS rated, energy-efficient buildings
Prioritise impactful supplier engagements to reduce
emissions of high-intensity purchased goods and
services, such as asphalt and concrete
3
Rollout charging infrastructure
Pilot alternative fuels, such as renewable diesel
and hydrogen
2025
1. Our economic intensity GEVA is a measure of greenhouse gas emissions where value added is equal to operating profit, namely EBITDA + all personnel costs.
2. Market based emissions.
Goal of 100% absolute
reduction in Scope 2
emissions by 2028
2
38
| RESILIENT AND HEALTHY ENVIRONMENT
At Ventia, we are seeking to play our part towards the Paris Agreement goal of limiting global warming to 1.5 degrees
above pre-industrial levels. Our Climate Transition Action Plan (CTAP) sets out our activities to reach our target milestones
to reduce our emissions and achieve our science based targets by 2030 and 2050. Ventia is still considering, as we build on
our CTAP, how our business model and strategy might change to address climate-related risks and opportunities (refer to
our approach to our identified climate risks and opportunities on pages 77-79). Ventia's internal capital deployment and
funding decision-making processes are not currently formally aligned with the CTAP.
BY 2050 WE TARGET:
Net zero
across Scope 1, 2 and 3
From 2030 we plan to:
Electrify or transition plant to lower
emissions alternative fuels
Install charging infrastructure at all major
locations
Transition to low carbon services and
materials
W ork with our suppliers and partners to seek
to decarbonise all of our Scope 3 emissions
categories in line with emerging technology
3
We recognise the importance of partnerships
and collaboration with our supply chain to
achieve net zero by 2050
Examples
INCREASING OUR RENEWABLE ELECTRICITY
• We have increased GreenPower across our
portfolio, saving 2,841 tCO
2
-e since 2021.
• In 2024, our properties consumed 1.6 MWh of
renewable electricity from on-site solar and
purchased GreenPower.
TRANSITIONING OUR FLEET
• We have retired over 390 combustion vehicles
since 2021.
• Our fleet transition includes our vehicles
and initiatives for heavier equipment.
See examples on page 42.
COLLABORATING WITH
OUR SUPPLY CHAIN
• Page 43 provides a case study on how we are
working closely with our supply chain to reduce
our asphalt Scope 3 emissions across the road
networks we support.
Net zero by 2050
20302050
3. In respect of our Scope 3 emissions, we are highly reliant on the ability of our suppliers to set and achieve emissions reduction targets,
which in turn are subject to dependencies that are outside of Ventia's direct control.
Graphic is for illustrative purposes only, and may not accurately represent emissions rate of reduction.
39
VENTIA ANNUAL REPORT 2024 |
Scope 1 36,253
Scope 2 3,520
(market-based)
Scope 3 833,433
Our emissions portfolio
1. GEVA is an economic intensity measure of greenhouse gas emissions per value added, where value added = operating profit = Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA) + all personnel costs.
2. Our Climate Transition Action Plan sets out how we intend to bridge the gap between current emissions and our targets.
Ventia 2024 emissions inventory tCO
2
-e
Scope 1, 2 (market-based) and 3 emissions
(progress vs. near-term target)
2
Scope 1
(tCO
2
-e)
Scope 2
(tCO
2
-e)
Scope 3 PG&S
(tCO
2
-e)
GEVA Intensity
1
6,361
44,170
412,594
5,153
38,940
452,308
4,104
40,784
3,520
36,253
589,745
29,308
243,844
20212022202320242030 near-term
target
498,296
289
287
231
197
96
We calculate our Greenhouse Gas emissions in accordance
with the Greenhouse Gas (GHG) Protocol: A Corporate
Accounting and Reporting Standard. Scope 1 and 2 emissions
from Australia are calculated using the Australian National
Greenhouse Account Factors (NGAs) and for our New Zealand
operations we use the New Zealand Government Measuring
Emissions: A guide for organisations: 2024. Scope 3
emissions are calculated in accordance with the GHG
Protocol supplement to the Corporate Value Chain (Scope 3)
Accounting & Reporting Standard using a combination of data
sources and emission factors. The basis of preparation and
data methodologies applicable to our emissions disclosures
are provided in the 2024 Sustainability Databook.
We completed the acquisition of Landscape Solutions in
New Zealand, effective 1 July 2024. This change is anticipated
to contribute an additional approximately 2,000 tCO
2
-e
Scope 1 and 2 per year.
Scope 3 emissions represent the largest portion of our
total emissions profile (95.4% or 833,433 tCO₂-e in 2024).
Our near-term science based target for Scope 3 emissions
is an intensity metric (GEVA
1
), which relates to a portion of
emissions from Purchased Goods and Services, representing
the largest component of our Scope 3 emissions inventory
(67% of our Scope 3 baseline). In 2024, total emissions
from Purchased Goods and Services emissions were
684,417 tCO₂-e in total, our GEVA intensity metric covers
589,745 tCO₂-e.
In line with the Science Based Targets initiative, we are not
currently pursuing any nature-based solutions or offsets,
focussing on absolute reductions to our emissions. We may
use offsets in certain circumstances, for example, to offset
residual emissions after all feasible emissions reduction has
been undertaken in order to meet Ventia’s net zero goal.
Pictured: Photo competition entry from a member of our Telecommunications team of landscape in NSW
40
| RESILIENT AND HEALTHY ENVIRONMENT
Scope 1 and 2 measurement methodology
We collect greenhouse gas (GHG) emitting consumption source
data for our directly controlled Scope 1 and 2 emissions,
supported by our data management architecture. Source data
is collected for liquid fuel, natural gas and electricity in source
units of measure which are in-turn converted into tCO₂-e using
National Greenhouse Accounts (NGA) 2024 emission factors and
the Measuring emissions: A guide for organisations: 2024 detailed
guide, Ministry for the Environment, May 2024 guidance.
Emissions from purchased electricity, Scope 2 emissions,
are reported utilising market-based emission factors
(our standard basis for Scope 2 reporting), allowing us to
account for investments in different electricity products
and markets. This includes voluntary purchases of
renewable electricity and mandatory schemes including the
Large-scale Renewable Energy Target. We also calculate our
location-based Scope 2 emissions, utilising location-specific
greenhouse gas emissions factors.
While our data collection processes and controls reduce
uncertainties in our Scope 1 and 2 data, the nature of emissions
quantification includes limitations. Our annual inventory
includes estimates for the month of December, accounting
for 6.7% of our reported 2024 emissions. GHG quantification
is subject to inherent uncertainty because of the evolving
knowledge and information used in estimating emission factors
and the values needed to combine emissions of different gases.
We determine our emissions inventory in consultation with
our customers by assessing boundaries of responsibility,
establishing direct control and responsibilities for Scope 1
and 2 emissions.
In 2024, in alignment with our customers, operational
boundaries were adjusted for some of our contracts.
Through this refresh of boundaries, we determined
4,941 tCO
2
-e of emissions disclosed for our 2023 inventory
are outside our operational boundary, which is reflected
in our revised 2022, 2023 and 2024 emissions inventory.
1
These adjustments did not materially impact our base
year 2021 inventory.
0
10,000
20,000
30,000
40,000
50,000
60,000
20212022202320242030
near-term
target
44,17038,940
40,784
36,253
Intensity (t/$mAUD)
Scope 1 (tCO
2
-e)Scope 2 (tCO
2
-e)
6,361
5,153
4,104
3,520
29,308
Emissions (tCO
2
-e)
Intensity (t/$mAUD)
0
2
4
6
8
10
12
14
11.1
8.5
7.9
6.5
Scope 1 and 2 (market-based) emissions tCO₂-e
2024 emissions
• Our total Scope 1, 2 and 3 emissions are 873,205 tCO₂-e
(increase of 11.22% from 2023, and 31.85% from 2021 base year).
• Our 2024 Scope 1 emissions are 36,253 tCO₂-e
(reduction of 11.1% from 2023).
• Our 2024 Scope 2 market-based emissions are
3,520 tCO₂-e (reduction of 14.2% from 2023).
• Our 2024 Scope 2 location-based emissions are
4,573 tCO₂-e (reduction of 5.4% from 2023).
• Our 2024 Scope 1 and 2 market-based combined
emissions are 39,773 tCO₂-e (reduction of 11.4%
from 2023).
• Our 2024 Scope 1 and 2 location-based combined
emissions are 40,826 tCO₂-e (reduction of 10.5%
from 2023).
• Our total 2024 operational Scope 1 and 2 market-based
emissions intensity per $1m revenue is 6.5 tCO₂-e/$m,
(down from 7.9 tCO₂-e/$m in 2023).
• Our total 2024 energy consumption is 548,176 GJ
(reduction of 10.6% from 2023).
Scope 3 measurement methodology
Our Scope 3 emission factors are provided by a variety of
third-party data sources, representing the emissions profile
of the services or materials procured. The spend-based
approach used to estimate most of our Scope 3 emissions
has inherent inaccuracies in the methodology. Collaboration
with our suppliers will be a priority in support of our
ambition to directly measure product- and supplier-specific
emissions inventory. We are continuing to evolve our spend
categorisation and relevant emission factors to inform our
Scope 3 inventory.
2024 Scope 3 emissions
Our total Scope 3 emissions for 2024 are 833,433 tCO₂-e,
an increase of 12.6% from 2023 driven by increasing spend
in purchased goods and services. Our intensity metric
GEVA has increased to 231 (increase of 17.4% from 2023)
as our business continues to grow.
1. Our prior year market-based emissions have been adjusted from the previously reported figures due to removal of data outside Ventia’s operational control:
2022 restated from 44,918 tCO₂-e to 44,093 tCO₂-e; and 2023 from 46,287 tCO₂-e to 44,888 tCO₂-e.
Purchased goods
and services 684,417
Capital goods 19,737
Fuel- and Energy-Related 9,653
Upstream transport 53,143
Waste 22,341
Business travel 14,434
Employee commuting 27,914
Upstream leased assets 4,334
Scope 3 emissions by category tCO₂-e
41
VENTIA ANNUAL REPORT 2024 |
Diesel – Transport 75%
Diesel – Stationary 17%
Petrol 5%
Aviation Fuel 3%
Decarbonisation priorities
Our future activities in
reducing our Scope 1 emissions
We will continue to replace internal combustion engine
vehicles with hybrid vehicles and electric vehicles (EVs)
wherever possible, having increased our hybrid fleet to
416 vehicles and EVs to 11 in 2024. Our transition plan includes
the acceleration of our fleet transition as appropriate vehicle
types
and charging infrastructure become available.
As technologies evolve, we expect to be able to transition
our heavy vehicles and other direct Scope 1 emission
sources to low- or zero-emissions energy sources. We foster
a culture of innovation and are closely monitoring progress
in new technologies, including battery energy density and
alternative fuels. We are focused on creating opportunities
to demonstrate new technologies, for example, in 2024 we
piloted a hydrogen bus in partnership with Toyota as part
of our ongoing work with Defence.
Reducing our Scope 2 emissions
through property efficiencies
Our Scope 2 emissions are generated through the purchased
electricity we consume across our property portfolio and at
project locations. In 2024, Ventia's total energy consumption
was 30,106 GJ generating 3,520 tCO₂-e market-based
emissions through purchased electricity across 157 directly
controlled properties in Australia and New Zealand.
In 2024, we reduced our directly controlled Scope 2 emissions
by 584 tCO₂-e
3
from 2023 (2,841 tCO₂-e from our base year
2021) by adding onsite renewable generation from solar, and
increasing our renewably sourced electricity procurement.
During 2024, we relocated our Western Sydney office to a
~3000 sqm office at Hassall Street, Parramatta, a fully electric
NABERS 5-star property, where all electricity supplied is
from renewables, including purchased renewable electricity
reducing our Western Sydney footprint by 82 tCO₂-e.
4
As we work towards our aim to achieve 100% renewable
electricity use, we increased solar generation at our
offices, sites and depots this year by 11%, and increased
GreenPower
5
by 76.7%. We continue to work to rationalise
and consolidate our property portfolio, creating-energy
efficient property hubs.
Reducing our Scope 1 emissions
through fleet transition
Our Scope 1 emissions are generated through liquid fuel
combustion within our vehicles, our use of plant and
equipment (94%), and limited natural gas combustion
(less than 1%) used in building heating and hot water systems.
In 2024, our directly controlled plant and equipment primarily
comprises 3,859 light vehicles,
1
more than 2300 other vehicles,
2
electrical generators (where grid power is not available) and
ancillary tools.
From our inventory base year of 2021 to 2024, we have
reduced our directly controlled Scope 1 emissions by
7,917 tCO₂-e through initiatives, including rationalising our
fleet and by investing in fuel-efficient combustion, hybrid
and electric vehicles.
In 2024, our directly controlled Scope 1 emissions have
reduced by 4,532 tCO₂-e from 2023. Our emissions reductions
are attributed to our focus on fleet rationalisation, including
fuel-efficient replacements, improving driver behaviours,
including reduced vehicle idling, informed through in-vehicle
telematics and changes to our emissions portfolio. To further
reduce idling-associated emissions, we are deploying battery
storage in select vehicles to enable continuous climate control
without fuel combustion.
1. Light vehicle means any road registered vehicle with a Gross Vehicle Mass (GVM) less than 4.5 tonnes.
2. Heavy vehicles GVM more than 4.5 tonnes and non-road registered vehicles.
3. Based upon market-based electricity emissions in the context of investments in different electricity products and markets. This includes voluntary purchases
of renewable electricity and mandatory schemes including the Large-scale Renewable Energy Target.
4. New property performance compared to 2023 emissions for previously occupied property in Parramatta NSW.
5. GreenPower is 100% renewable electricity available for households and businesses through most energy retailers in Australia.
Refer to https://www.greenpower.gov.au/
Scope 1 emissions by energy source
42
| RESILIENT AND HEALTHY ENVIRONMENT
Building partnerships to reduce
our Scope 3 emissions
To improve the accuracy of our Scope 3 inventory,
and to inform decisions to reduce our indirect emissions,
we will work with our diverse supply chain to support capacity
building across industry. We work with high-emission intensity
suppliers, such as for asphalt and concrete, where we have
an opportunity to pursue significant emission reduction
pathways and improve our Scope 3 emissions data capture.
For example, we have reduced asphalt placement emissions
through supplier and customer collaboration across road
networks we support in three states, Qld, Vic. and NSW,
resulting in 275 tCO₂-e reduction in our asphalt placement
emissions 2024.
Outlook
Our 2024 emissions performance provides Scope 1 and 2
reductions as we progress towards our 2030 goals. Our Scope
3 performance demonstrates further work is required to
improve both the accuracy of our emissions data and emission
reductions within our value chain. We recognise our broader
marketplace transition to a resilient, low carbon economy will
take time, investment and technological advancement.
Emissions data assurance
In 2024 Limited Assurance has been provided on our climate
metrics of:
• energy consumption
• Scope 1 and 2 emissions
• emissions intensity
• renewable electricity consumed
• hybrid and electric vehicles.
The Independent Limited Assurance Report is available on
pages 83-85 of this Report.
Looking ahead to 2025, we plan to pursue independent
limited assurance over Scope 1, 2 and 3 emissions as required
by Part 7A of the Financial Markets Conduct Act 2013.
Reducing road maintenance emissions
Ventia provides strategic operations and maintenance,
asset management and renewals services for over
9,500 kms of road networks across Australia and New
Zealand. Where a road surface requires replacement or
resurfacing, we consider sustainable solutions in our
approach, including material selection and associated
Scope 3 emissions.
At our South East Queensland Road Asset Management
project, we are utilising a proprietary biogenic bitumen
alternative to bitumen derived from fossil fuel in
collaboration with our delivery partner, Austek and
bitumen supplier, Puma. This bio-based bitumen is
sourced through a plant and vegetation waste stream
reclamation process, resulting in an asphalt product
with significantly lower emissions when compared with
traditional asphalt mixes.
Our Victorian Western Roads Upgrade project delivered
Victoria’s first commercial implementation of an EME2
road resurfacing technique. EME2 is a high durability
asphalt product which has reduced the thickness
required by 25 to 40% compared to the conventional
asphalt while maintaining the same performance. EME2
provides construction benefits reducing construction
time, materials and emissions.
Our NSW Sydney Roads Asset Performance project
continues to innovate with asphalt mixes, including
utilising asphalt mixes, of up to 40% Reclaimed Asphalt
Pavement (RAP), the incorporation of waste glass in
asphalt mixes and the use of 18% crumb rubber sourced
from recycled tyres to reduce Scope 3 emissions
through our supply chain.
Across these projects, Ventia has avoided 275 tCO₂-e
Scope 3 emissions in 2024 when compared to
traditional asphalt mixes.
Case study
Pictured: Resurfacing road surface, Northland, NZ
43
VENTIA ANNUAL REPORT 2024 |
Ventia partners with Telstra and
Energys to enhance energy resilience
In July 2024, Ventia partnered with Telstra and Energys
to launch a trial of Hydrogen Fuel Cell Generators.
The pilot program, supported by the Victorian
Government, aims to revolutionise backup power
solutions by introducing Hydrogen Fuel Cell technology,
generated from renewable energy sources, as a
zero-emissions fuel alternative to diesel.
These hydrogen systems can provide up to 72 hours
of backup power at these sites, many times more than
the current battery backup power capability. Ventia’s
scope of work includes the installation, commissioning
and maintenance of these 10 kW renewable hydrogen
generators across five remote telecommunications
sites in Victoria.
This pilot provides Telstra with an alternative energy
option that could help keep communities connected
during an extreme weather event.
Case study
Energy transition
Ventia is actively engaged in the energy transition across
Australia and New Zealand. In New Zealand, we continue to
support the contribution of renewable energy to the national
grid, providing maintenance services and minor capital works
on hydro-generation, wind, solar and geothermal assets.
In Australia, Ventia is supporting the delivery of renewable
energy projects, including connecting the 39 MW Wangaratta
solar farm for AusNet Services, developed by CleanPeak
Energy, located in North Wangaratta and delivery of the
Mulwala 4 MW photovoltaic solar array in south-west New
South Wales for Defence.
Other examples of supporting our customers towards their
sustainability goals this year:
• In 2024, we identified over 50,000 tCO₂-e of emission-saving
opportunities for our customers through resource and
energy efficiency audits conducted by our Projects and
Workplace Solutions team.
• Ventia’s Australian Infrastructure Services Transmission
& Distribution teams replaced more than 90 km of power
distribution poles and wires throughout 2024.
• Ventia’s Defence and Social Infrastructure business replaced
over 40,000 LED light fittings, including adding light sensors
as appropriate across various defence bases.
• Ventia’s Infrastructure Services business replaced over
70,000 streetlights, including upgrading of lamps to LED
globes and replacing over 1,100 power poles.
• Supported Toyota with a substation upgrade at their centre
for hydrogen innovation in Victoria.
• Supporting Christchurch Airport and Orion’s future
requirements by delivering grid connections for the Kōwhai
Park Solar Farm.
• Ventia supported the commissioning and ongoing
maintenance of hydrogen fuel cell generators across
Telstra’s mobile network – see Case Study.
Industry collaboration
We are an engaged member of the Australian Climate
Leaders Coalition (CLC). During 2024, we participated in
the CLC Climate Transition Action Plan working group and
our involvement in a trial initiative from 2023 was shared in
the Internal Carbon Pricing for Decision Makers guidance
document published this year. The learnings from the trial
have informed our introduction of an internal carbon pricing
trial for our internal capital decision making process this year,
the results of which will be evaluated in 2025.
Pictured: A hydrogen fuel cell installation at Neerim North, Vic
44
| RESILIENT AND HEALTHY ENVIRONMENT
We are committed to protecting environmental
value through the way we work. This year,
we continued to enhance our environmental
systems, training and capabilities, while
strengthening our compliance to reduce use
of resources, waste and emissions across
our business.
The scope and scale of our services mean there is potential
for our operations to adversely impact the environment.
To minimise our environmental impact, we implement
a range of initiatives to prevent pollution, protect and
enhance biodiversity, and promote efficient resource use
and avoid waste.
In 2024, we continued our roll out of Environmental Awareness
Training to an additional 1,995 staff and new starters across
the business. The training enhances understanding of our
environmental management system, minimum controls,
environmental and sustainability policies and expectations for
all workers with respect to environmental requirements when
working for us.
Our project teams increased their due diligence activities with
an increase in environmental critical control checks (CCCs),
exceeding our annual target in 2024 by 30% and surpassing
our 2023 figure by 43%. This is a clear demonstration of
the commitment of our operational staff to maintain and
continuously improve our standards of environmental
management at the project level.
Protecting our environment
1. A serious environmental incident includes any event that resulted in a major or catastrophic consequence to the environment according to Ventia’s Risk Matrix.
We respond to all environmental events with appropriate
action and drive continuous improvement and learning to
prevent recurrence and improve environmental performance.
In May 2024, we received two fines of $5,769 AUD each from
Environmental Protection Agency Victoria for an unlawful
waste disposal incident that took place from a Transport
project in November 2023. In response to the serious
environmental incident,
1
a thorough investigation was
conducted and corrective actions were implemented to
address operational processes, documentation and staff
training to prevent the chances of recurrence.
In October 2024, the New Zealand Environmental Protection
Agency (EPA) charged Ventia NZ Operations Limited with
three offences involving unlawful clearing of vegetation,
performance of earthworks, and discharge of water in
proximity to a protected inland wetland area, for events
alleged to have occurred in 2023. Further details are included
in the Directors’ Report on page 91.
In March 2024, Ventia recorded a serious environment incident
resulting in a warning letter from the NSW National Parks
and Wildlife Services for conducting vegetation clearing
works beyond the approved work boundary. A thorough
investigation was launched into the event and a number of
corrective actions were implemented including procedural
updates, land access awareness training and updates to
Ventia’s digital work order distribution platform to increase
compliance with critical environmental permit requirements.
The majority of environmental events in 2024 were negligible
or minor in nature with temporary and recoverable
environmental impacts, such as minor leaks and spills of
oils or fuels from plant and equipment operation.
Pictured: Members of Ventia's Environmental Services team, Geelong, Vic
45
VENTIA ANNUAL REPORT 2024 |
Healthy Planet campaign
In 2024, we launched our second annual Healthy Planet
campaign with a focus on carbon emissions reduction to drive
awareness and action. Highlights of the campaign included:
• A panel discussion with Ventia and external sustainability
leaders on the market trends and industry drivers for
measures to address operational emissions
• Two masterclass sessions discussing our initial emissions
reduction activities and supporting systems
• A series of short videos and project-based case studies
showcasing initiatives from across our operations
• Launch of an idling assessment program for 451 high-idling
light vehicles identified across the business.
The results of the idling assessments included 159 drivers
identified to complete driver idling awareness training; seven
vehicles were identified for priority transition to hybrid or
electric alternative. Furthermore, 103 vehicles were identified
for potential modification, such as the installation of a second
battery to power auxiliary systems, such as flashing lights and
radios, reducing the need for vehicle engines to be running.
Since the rollout of the campaign in August there has been a
reduction of 7% in average idling hours per vehicle compared
to the same timeframe last year (August to December).
Managing and reducing waste
In 2024, our focus was to map our waste profile and execute
targeted waste reduction initiatives, which saw us improve
visibility and accuracy across our waste measurement and
deliver initiatives through our Resource Reduction Plans.
Engagement with our waste service providers has enabled
improved waste data management, including visibility of waste
stream volumes and landfill diversion rates based on waste
tonnage with fewer estimates based on waste spend data.
This engagement will also enable a more strategic approach to
waste management and identification of waste reduction and
landfill diversion opportunities at the contract level.
In 2024, we generated approximately 23,100 tonnes of waste,
with 15% diverted from landfill.
1
In 2025, we will continue our
consolidation of waste reporting to further improve accuracy
and identify diversion opportunities.
Initiatives delivering waste reduction this year have been
driven by our sector Resource Reduction Plans, project
level initiatives and as part of our service offerings in our
environmental services business.
Our team on the Sydney Roads Asset
Performance Contract identified an
opportunity to find a useful application for
sandstone removed during essential slope
remediation. Approximately 360 tonnes of the
sandstone material was beneficially reused
around the Blue Mountains National Park.
Enhancing our Environmental
Management System
In 2024, enhancements to our ISO14001 accredited Group
Environmental Management System were rolled out,
including development of new management plans, processes,
procedures, guides and training materials. These system
enhancements support the business to comply with legislative
requirements, ensure applicability to growing service offerings
in diverse industries and exposure to new environmental
risks, and enable continuous improvement in the quality of
environmental resources available to staff.
As part of the systems improvements, 10 new environmental
processes were developed supporting our most common
environmental risk categories. This was followed by awareness
sessions, management system update notifications and
internal newsletter articles, and short training videos outlining
key changes. Ongoing training resources and communication
will continue throughout 2025 and beyond to ensure
environmental compliance with our improving systems.
Our environmental event measure
In 2023, we introduced the total recordable environmental
event frequency rate (TREEFR) metric to provide insight into
environmental events with a material (moderate or higher)
impact on the business or the environment.
In 2024, we have continued the tracking of TREEFR to identify
key environmental risk areas across our operational sectors.
TREEFR management plans were implemented by all sectors
to proactively improve diligence activities around TREEFR
events and prevent recurrences. Since June 2024, the TREEFR
rate has reduced steadily to 0.26, which is a 47% reduction
from its peak earlier in the year in May.
The TREEFR metric has shown that the two most common
recordable environmental events in 2024 were related
to risks and impacts on flora/vegetation and waterway
contamination. Ventia will continue to monitor TREEFR
to support risk-based decision making for environmental
management across the business.
Biodiversity and natural values
During 2024 we provided bushland restoration and
management, landscaping and weed management
services covering a combined area of more than
one million hectares for our Transport, Local Government
and Defence customers in Australia and New Zealand.
In 2025 we will review our interface and impacts with
nature and biodiversity, including our use of and
dependency on natural assets.
1. Waste managed by directly engaged waste management providers, excluding hazardous, liquid and soil waste. Waste and diversion volumes estimated for 15.9% of
Ventia's waste tonnage where consolidated reporting from vendors was not available at the time of reporting. Diversion rate calculated based on tonnes diverted
(recycled or reused) or recovered (converted to energy) divided by tonnes of waste.
46
| RESILIENT AND HEALTHY ENVIRONMENT
WINNER
Leadership in
Environment, Social
and Governance (ESG)
(Emissions Reduction
Planning & Reporting
for the Commonwealth
Government)
FM Industry Awards for
Excellence 2024
Facility Management
Association
WINNER
Best Contaminated
Site Remediation
Project Award 2024
(in partnership
with Jacobs)
Contamination
Remediation Works of
Melville Island MV-22B
Osprey Crash Site
ALGA Awards 2024
Australasian Land and
Groundwater Association
Awards and recognition
WINNER
Northern Territory
award for project
value $30-75 million
Ranger Mine Pit 3
Rehabilitation Project
CCF Earth Awards
Civil Contractors Federation
Remediating legacy pollutants at Fiskville
We were engaged by the Victorian Country Fire Authority
(CFA) to undertake remediation works on properties
surrounding the former Fiskville Training College.
The College was used for firefighting training from the
1970s until its closure in 2015. During its use, aqueous
film forming foams (AFFF) were employed to extinguish
flammable liquid fires. The AFFF contained per- and
poly- fluoroalkyl substances (PFAS), a group of chemicals
known as forever chemicals due to their persistence
under natural conditions. The objective of our remedial
works was restoration of environmental values of soil,
sediment, surface water and groundwater across the
surrounding properties.
Key highlights:
• Construction and operation of a water treatment
plant to treat PFAS-impacted water
• Excavation, stabilising and onsite containment
of 10,372 m
3
of PFAS-impacted sediment
• Offsite treatment and disposal of 3,333 m
3
of PFAS-impacted sediment
• Restoration of one farm dam and decommissioning
of three others
• Importation of 23,069 m
3
of clay fill and 6,597 m
3
of
topsoil to cap and contain PFAS impacted sediments.
The project was successfully completed in October 2024.
Case study
Pictured: Remediation at Fiskville
47
VENTIA ANNUAL REPORT 2024 |
Local
and diverse
supply chain
Pictured: Employees from Civik Social Enterprise working on a Ventia project in Cairns, Qld
48
| A LOCAL AND DIVERSE SUPPLY CHAIN
We achieve supplier diversity across our supply chain by doing business with a range of local, Indigenous, and social
enterprises so we can actively contribute to the economic growth of local communities. Our approach to ethical procurement
is aligned with the United Nations Guiding Principles on Business and Human Rights and we strive to advance our approach to
ethical and sustainable buying.
We work with over 12,000 suppliers and vendors across
Australia and New Zealand to enable us to deliver essential
services for our customers and communities. In 2024, 99%
of our spend stayed within Australia and New Zealand and
87% stayed within a state or region.
Highlights
suppliers across Australia
and New Zealand
12,300+
procurement spend with
local suppliers in Australia
and New Zealand
99.0%
spend with Aboriginal and
Torres Strait Islander businesses
$173.6m
Local
and diverse
supply chain
49
VENTIA ANNUAL REPORT 2024 |
Our supply chain approach
In 2024, we formally launched our Supply Chain
Transformation Strategy designed to:
• deliver a procurement program to elevate our supply chain
partnerships to an enterprise level to better leverage our
enterprise buying power and optimise cross-sell
• ensure we have the right team and skills in place to provide
best-in-class procurement
• develop ‘raving fans’ internally and explore technology
solutions to enhance our internal stakeholder experience
and streamline interactions with our supply chain,
minimising risk and prevent overspending
• ensure sustainable procurement is a key priority
and requirements are being met and tracked
• be a preferred and strategic partner to our suppliers
• ensure safety and wellbeing is at the centre of
everything we do across our supply chain.
We are committed to continuing to implement our
transformation strategy in 2025, which aligns with our
corporate strategy to Redefine Service Excellence by
being customer focused, sustainable and innovative.
Sustainability across our supply chain
Our largest contributor to our carbon footprint is our Scope 3
emissions, with the largest contribution coming from the
goods and services we procure from our suppliers.
Achieving net zero emissions throughout our entire supply
chain will require effective and co-ordinated collaboration
across our diverse range of stakeholders.
In 2024, we improved our collation and reporting on waste
across our supply chain through increased collaboration with
key waste service providers and greater measurement of waste
diversion at the individual project level. Refer to page 46 for
our 2024 waste management outcomes.
While we have made progress on our environmental
impact across our supply chain, we are committed to further
embedding sustainable practices by optimising resource
use, minimising waste and adopting solutions to achieve
emission reductions.
Continuous improvement through innovation
We continue to create value from data analytics and insights
on our single enterprise-wide platform, VenSights, which
enables us to make operational and process improvements
across our supply chain. Our single enterprise wide reporting
platform supports the way we manage and deliver goods and
services through our supply chain, using new technologies
such as AI to make process improvements.
Looking ahead, we will continue to look for ways to innovate
such as standardising our payments approach and enhancing
the accuracy and transparency of our supply chain.
Our approach to Aboriginal and Torres Strait Islander
procurement has resulted in increased spending with
a higher number of Aboriginal and Torres Strait Islander
businesses in 2024 compared to the prior year. We spent
$173.6 million with 206 Aboriginal and Torres Strait
Islander businesses and spent $8.5 million with 42 Māori
and Pasifika suppliers.
We surpassed our Indigenous business spend target of 4%,
reaching 4.6% of our total third party spend in 2024 and we
prioritised timely payments to Indigenous suppliers, with
improved performance of achieving our payment terms.
Recognising that our approach to Māori and Pasifika
procurement in Aotearoa is not as mature as in Australia,
we undertook a deep dive in March 2024 to better
understand our current level of spend and identify
key areas for improvement.
Working with our supplier diversity partner Amotai, we used
the Tere Ki Tai buyer maturity assessment tool to identify if
our suppliers are Māori owned, Pasifika owned, or Māori and
Pasifika owned in our supply chain.
Spend with Aboriginal
and Torres Strait
Islander businesses in
Australia ($m)
Number of
Aboriginal and
Torres Strait
Islander suppliers
202220232024
202320222024
184
165
206
107. 3
122.0
17 3.6
Indigenous procurement
As a result, we have developed Ventia’s first Aotearoa-
specific procurement strategy focusing on supplier diversity.
This strategy aims to increase our procurement spend
with Māori and Pasifika-owned businesses to 5% in 2025
and further embed supplier diversity into our everyday
procurement practices.
Human rights and ethical procurement
We take a proactive, evidence, and risk-based approach to
manage human rights risks in our operations and supply
chain. Our risk assessment considers factors such as the type
of product or service being procured, the geographies where
our supply chain partners operate and the value of spend to
influence positive outcomes.
Our approach to ethical procurement is supported by our
Modern Slavery Policy and our Code of Conduct. In 2024 we
set minimum standards of engagement with suppliers and
subcontractors and we updated our terms and conditions to
include new supplier trading terms.
In 2024, more than 80 suppliers and subcontractors took part
in our modern slavery due diligence to better understand
our risk exposure to modern slavery. Our findings will inform
how we further collaborate with our supply chain partners
for the continuous progress towards eliminating modern
slavery. We have also conducted prequalification assessments
that incorporated human rights and modern slavery risk
assessment criteria at the supplier on-boarding stage.
Modern Slavery training is embedded in our Code of
Conduct training, which is mandatory during employee
induction. It is required training annually for our Directors,
leaders and employees and 99.3% of our permanent full-time
employees completed this annual training in 2024.
Our Whistleblower Protection Policy outlines how a suspected
misconduct or an improper situation or circumstances in
relation to Ventia can be reported and the protections a
whistleblower will receive.
We continued as members of and contributors to the
Infrastructure Sustainability Council’s (ISC) Modern Slavery
Coalition in Australia in 2024. Our continued contribution
supports the objectives of our customers and promotes
action throughout our supply chain. The coalition focuses
on accelerating the eradication of modern slavery in the
infrastructure supply chain by shifting industry from reactive
compliance to transformational leadership.
50
| A LOCAL AND DIVERSE SUPPLY CHAIN
We are dedicated to fostering meaningful partnerships with
social enterprises as part of our people and community focus.
Throughout 2024, we partnered with a range of social enterprises,
charities, and not-for-profit organisations to support local
community needs, including Indigenous groups, people with
disability, disadvantaged youth, and the long-term unemployed.
In 2024, we continued to work closely with leading advocates
for social enterprises, such as Social Traders in Australia and the
Akina Foundation in New Zealand. We spent $14.4 million with
51 social enterprises in 2024, 23% above our target for the year.
Social enterprise
engagement
Pictured: School children visiting a water treatment plant in Northland, NZ
51
VENTIA ANNUAL REPORT 2024 |
WINNER
Excellence in Business
Corporate Social
Responsibility Award 2024
2024 Northern Territory Business
Excellence Awards
Northern Territory Chamber
of Commerce
Awards and
Recognition
Ventia partners with Civik
In 2023, we launched a partnership with Civik, a social
enterprise that creates employment and training opportunities
for young people facing barriers to work, particularly First
Nations people and former refugees and asylum seekers.
Working with Civik, Ventia supports skilled workers through
targeted training and mentorships and we have integrated
seven workers into our operations.
Gerard is a Kenyan refugee who moved to Australia at the
age of 16. With a keen interest in construction, his job search
was initially hindered by his limited English skills. Gerard
joined the Civik program and was one of the first from Civik
to work with Ventia on our Telecommunications contract.
The Civik/Ventia partnership equips individuals like
Gerard with the skills and confidence needed for careers
in construction, engineering, and telecommunications.
In 2024 our partnership was recognised in The Faculty
Awards for Excellence and the ACCOMM Awards for Best
Diversity and Inclusion Program.
Case study:
WINNER
Awards for Excellence
‘Best Diversity and
Inclusion Program’
Ventia’s social enterprise
partnership with Civik
2024 ACCOMM Awards
ACCOMM
Awards and
Recognition
Stronger customers
and flourishing
communities
52
| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES
At the centre of our customer approach is the principle that our success depends on our customers’ success, which is
ultimately about helping them to achieve their goals. As we mature, our cross sector collaboration efforts remain key, as well as
understanding our customers' needs and requirements beyond the terms of a contract. By identifying requirements outside a
customer’s direct contract, we can leverage the breadth of capabilities across our sectors to deliver more comprehensive and
impactful solutions.
In 2024, we continued to embed and mature our customer segmentation and strategic account management approach,
deepening our understanding of our customer relationships and behaviours through our customer listening activities. This has
enabled us to better understand and serve our customers and identify future pipeline opportunities. Evidence of this progress
includes reaching a renewal rate of 91.9% in FY24 and increasing our cross-sell revenue by 24% to $115.8 million.
Through collaboration and better understanding our customers we have built robust and long-term relationships. Ventia has
been a strategic partner to the Australian Defence Force for over 35 years and we have provided a diverse range of services to
Telstra for 30 years. Our partnership with Transpower in New Zealand has evolved over 30 years in New Zealand. We have also
maintained and strengthened partnerships with many other public and private customers.
We differentiate ourselves by developing long-term
and strategic relationships with our customers through
building trust and delivering service excellence
Pictured: Contract launch of our Western Power contract, Perth, WA
Our portfolio of customers
is diversified
Revenue by client type
1
Public 75%
Private 25%
Public 75%
Private 25%
Revenue by contract profile
1
Schedule of rates 71%
Cost Reimbursable 20%
Fixed cost 9%
Schedule of rates 71%
Cost Reimbursable 20%
Fixed cost 9%
Revenue by escalation mechanism
1
Indexation 50%
Annual Review 19%
Cost Reimbursable 20%
Short term or panel arrangement
2
11%
Indexation 50%
Annual Review 19%
Cost Reimbursable 20%
Short term or panel arrangement
2
11%
Indexation 50%
Annual Review 19%
Cost Reimbursable 20%
Short term or panel arrangement
2
11%
Indexation 50%
Annual Review 19%
Cost Reimbursable 20%
Short term or panel arrangement
2
11%
53
VENTIA ANNUAL REPORT 2024 |
Longevity of client relationships
Relationship
(years)
SectorClient description
35+Defence & Social InfrastructureDefence agency
30+Infrastructure Ser vicesNZ electricity provider
30+TelecommunicationsMajor telecommunications agency
25+TransportGovernment road agency
25+Transport
Large toll road owner - motorways
and tunnels
20+Infrastructure Ser vices
Energy network operator and retailer
20+Defence & Social InfrastructureGovernment social housing provider
20+Infrastructure Ser vices
Government electricity transmission
and distribution
15+TransportGovernment road agency
15+TelecommunicationsMajor telecommunications agency
10+TelecommunicationsTelecommunications network owner
10+Infrastructure Ser vices
Leading natural gas producer
1. Revenue by client type, contract profile and escalation mechanism reflects HY24 Total Revenue.
2. Panel arrangements relate to specific projects that are short term and individually priced, taking
into account the prevailing market. conditions at the time of the tender.
Strengthening our 30-year strategic
partnership with Telstra
In 2024, Ventia signed a new five-year strategic
partnership with Telstra to optimise the delivery of design,
construct, and maintenance of Telstra’s critical digital
infrastructure. This new strategic partnership provides a
positive outcome for Telstra and Ventia.
Ventia has been providing services to Telstra for 30 years,
with a strong customer focus. This long-standing strategic
partnership is testament to Ventia’s commitment to
providing service excellence and supporting Telstra’s
strategic goals. The new partnership agreement
commences in 2025.
The contract covers nationwide lifecycle
management and fixed network services for Telstra’s
digital infrastructure facilities. By leveraging the
scale and reach of these assets, the partnership will
also cover the design and large-scale construction
of asset relocation and commercial works, as well as
network design and construction, including wideband,
optical fibre, data, and IP networks.
“
We are delighted to continue our valued
partnership with Ventia, leveraging their
extensive experience and knowledge in
infrastructure construction and maintenance
to help drive further operational efficiencies
across our extensive fixed network
site portfolio.
”
Brendon Riley,
Telstra InfraCo Chief Executive Officer
Case study – Telstra
54
| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES
Pictured: Installation of a new fibre optic cable across Sydney Harbour, as part of Telstra InfraCo's InterCity Fibre Network build, NSW
We have a long-standing relationship with Telstra
Relationship spanning 30 years demonstrates our position as a major delivery partner
Example Projects
2022
Intercity Fibre Network
Upgrade Telstra’s
Intercity Fibre Network
to support massive
data growth
2015
Mobile Site
Acquisition,
Environment and
Design (SAED)
and Site Make
Ready (SMR)
Sites Access
Design upgrade
and construction
of Telstra mobile
towers
1994-2014
Hybrid Fibre
Coaxial (HFC)
Design and
construct of
Telstra’s HFC
network nationally
2.8m+ premises to
deliver pay TV and
broadband
2000+
Network Integrity
& Facilities
Management
of Telstra’s assets
and emergency
power services
2008
Regional Optic Fibre /
Interexchange Network
Design and install fibre
for backhaul network
increasing network
capacity
2024
Telstra Strategic Field
Maintenance, Design
and Construction
contract
5-year strategic
partnership signed
with Ventia to
design, construct
and maintain critical
telecommunications
and power
infrastructure across
the Telstra network.
Work starts in 2025
2020
Telstra Field
Operations (TFO)
TFO contract
signed. New
commercial model
for the industry
1998 to current
Asset relocations
and Commercial
Works (ARCW)
Relocate
Telstra’s network
infrastructure
ensuring continuity
of service
2001+
Wideband
Connect >10k
high bandwidth
services to
Telstra Enterprise
customers per
annum
199419982000200120082015
partnership
30-year
contract
5 year
in total revenue
$2b
202020222024
55
VENTIA ANNUAL REPORT 2024 |
Pictured: TBC
Evolving our relationship with Transpower
Since 1992, Ventia has been a trusted partner to Transpower providing
services to the North and South Islands of New Zealand. Today, Ventia services
approximately 37 per cent of Transpower’s network.
Transpower owns and operates New Zealand’s National Grid, the high voltage
transmission network connecting electricity generation with cities, towns and
rural communities across the country.
Ventia’s workforce supports Transpower with everything from maintenance and
operations of its lines, towers and substations to capital works and protection
and testing, and commissioning critical infrastructure across the national grid.
Transpower’s network spans a wide variety of environments, including remote
mountainous terrain and dense urban environments, and work is undertaken in
a range of weather conditions. This requires complex and innovative techniques
to minimise or eliminate supply disruptions, while optimising operational
efficiencies and, above all else, making sure safety is the number one priority.
Our partnership with Transpower has evolved over the last 30 years by
developing our capabilities in line with emerging technical innovations,
environmental and sustainability shifts and emergency and incident
management response.
Case study – Transpower
Awards
Every two years Transpower holds
STAR Awards to recognise the people
who build, operate and maintain
the national grid - the people who help
keep the lights on for everyone in New
Zealand.
The STAR Awards – 'STAR’ stands for
‘Safety Thanks and Recognition’ and
recognises best practices in the field.
Ventia has had great success over
the years, achieving:
• 2023 Frontline Leadership Award
• 2023 STAR Supreme Award
• 2023 Team Safety Award – Protection
and automation improvements
• 2021 Safety Innovation Award
• 2021 Future of Safety Award
• 2021 Frontline Leadership Award
• 2021 Team Safety Award –
Rangitātā River Even Response
• 2016 Commitment to Safety Award –
Conductor Stringing Team
• 2014 Top Depot Award
• 2014 Apprentice of the Year Award
• 2012 Best Safety by Design
• 2012 Best Safety and Health
Leadership
of partnership
30 years
of high voltage transmission lines
11,238km
towers and poles
4 0,6 74
Key statistics
56
| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES
Pictured: Ventia crew reconductor
a section of the Roxburgh - Islington Transmission line, NZ
Pictured: Ventia crew completing repairs using helicopter on the south island of NZ
57
VENTIA ANNUAL REPORT 2024 |
Pictured: A Ventia crew member responds during heavy snow to undertake conductor repair works, NZ
Creating flourishing communities
through social value
Our Social Sustainability Strategy helps us to identify
and measure the impact we are having on our employees,
customers, and local communities. It also ensures we
structure and undertake activities that contribute to creating
flourishing communities across Australia and New Zealand.
Our strategy is operationalised through the adoption of our
Social Value Framework, which shapes the work we do across
our sectors and projects. Delivered through sector-specific
and project-level implementation plans, the framework makes
sure our activities align with our strategic objectives and local
community needs.
Highlights
in social value generated
in FY24 for communities
across Australia and
New Zealand
$3.9b
Community grants
provided in FY24
55
in community funding
provided to community
groups since 2011
$700k+
member organisations
of Australia and
New Zealand Social
Value taskforce
40
Health and
Wellbeing
Community
Engagement
Employment and
Skills
Fairness, Inclusion
and Respect
Social Procurement
Ensure wellbeing
and resilience in
our workforce and
communities
Prioritise what
matters most to our
communities
Deliver the skills
for the future
Ensure diverse and
local workforce
Engage diverse and
local supply chain
Support the physical
and mental health
and wellbeing of
our people and
communities.
Collaborate with
local stakeholders to
co-design initiatives
that prioritise the
outcomes that
matter most to our
communities.
Create opportunities
for future talent to
grow, thrive and
succeed through the
Ventia Academy.
Provide pathways
for locals from most
disadvantaged
areas and those
from priority groups
including women,
Indigenous people,
veterans and people
with disabilities.
Offer fair, responsible
procurement that
empowers local
small and medium
sized enterprises,
and Indigenous-
owned businesses to
engage in our supply
chain.
Social Value Framework
Our commitment to supporting
local communities
Our commitment to supporting local communities
across Australia and New Zealand helps ensure that
resources stay within the regions, empowering local
businesses, creating opportunities for local people,
and contributing to long-term community development.
This approach strengthens communities and
demonstrates our dedication to being a trusted partner
that invests in the people and places it serves.
58
| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES
Pictured: St Barbara’s Parish School library received new
library books through Ventia’s Community Grants program
Ventia supports literacy through
community grants program
Ventia has provided community funding to Dymocks
Children’s Charities’ Library Regeneration Program. The
program has provided new books to disadvantaged
children across schools in Australia since 2021.
St Barbara’s Parish School library received 200 new
library books in 2024 as part of the program.
Zoe Nelson-Carey, Corporate Partnerships Development
Manager for Dymocks Children’s Charities said their goal
is to promote a love of reading and improve literacy
outcomes for disadvantaged children across Australia.
"We believe all children should have access to good
books, regardless of their circumstances. Literacy levels
in Australia remain of concern, particularly amongst the
most vulnerable groups in society," she said.
"Thanks to Ventia's support, we have been able to deliver
more than 800 new books to disadvantaged children
across six schools across Australia with our Library
Regeneration Programs."
Measuring our social impact
To measure our social impact, we use the TOMs system
(Themes, Outcomes, and Measures), which has been
best practice in measuring social value in Europe for
over 10 years. We have integrated the TOMs system into
Ventia’s operations to quantify our social impact, with
a focus on key metrics such as local employment and
procurement spend.
In 2024, we continued to co-chair the Australia and New
Zealand (ANZ) Social Value Taskforce bringing together
over 40 of the largest employee organisations in Australia
across public, private and social sectors. We continue to
collaborate with the Taskforce and are currently developing
additional metrics. This Taskforce sets new standards for
measuring and enhancing social value across industries, its
comprehensive approach ensures that we can demonstrate
the value of our work to both local communities and
broader stakeholders.
We reported social value performance for a second
consecutive year in 2024. Independent validation is
conducted by Social Value Portal and calculated using
the TOMs system. This figure reflects contributions from
initiatives focused on local spend and employment in
Australia and New Zealand.
In 2024 our local employment was 91% (increased from
87% in 2023) and our local spend was 72% (decreased
from 73.5% in 2023). In total, we delivered an estimated
$3.9 billion in social value which was a 9% reduction from
the previous year, due to the slight reduction in local spend.
Overall, we generated a total of $8.2 billion of social value
over the past two years.
To ensure our sustainability efforts are informed by local
needs, we have partnered with Community Insights
Australia who provide a platform to access socio economic
data across different communities so that we can better
understand the issues they are facing. This partnership
allows us to conduct thorough local needs analyses,
which inform our project-level action plans to ensure our
projects are impactful and addressing the specific needs
of each locality.
Community Grants Program
Our Community Grants Program continued to
demonstrate its deep connection to local communities
in 2024, providing essential support to projects that
bring real value to people’s lives. We received a range of
applications from community groups across Australia in
2024. Our local Steering Committees applied their regional
knowledge to assess these applications and 55 community
groups received over $100,000 in funding in 2024.
The total amount provided by the program to
communities over Australia and New Zealand reached
over $720,000, benefiting 428 community groups since its
inception in 2011.
WINNER
Community
Contribution Award
Ventia’s Social Sustainability
Framework
ABA100® Business
Excellence Awards
Australian Business Awards
FINALIST
Industry Impact –
Private Sector
Social Sustainability Framework
2024 Annual Gala Awards
Infrastructure Sustainability
Council (ISC)
Awards and
Recognition
Case study:
59
VENTIA ANNUAL REPORT 2024 |
Pictured: Members of our water team at a wastewater treatment plant, Rocklea Qld
Sustainable
financial
growth
Contents
Operating and Financial Review 61
1. Operating model and business strategy 61
2. Statutory financial performance 61
3. Sector financial performance 64
4. Financial position 68
5. Outlook 69
6. Risk management 70
7. Climate-related risks and opportunities 74
60
| S USTAINABLE FINANCIAL GROWTH
61
VENTIA ANNUAL REPORT 2024 |
Ventia Services Group Limited (Ventia or Company) and its controlled entities (together referred to as the Group) is a leading
essential infrastructure services provider in Australia and New Zealand.
1. Operating model and business strategy
Ventia has extensive capabilities across the full asset lifecycle and provides services across a diverse range of industry sectors
through long-term contracts with a range of government agencies and blue-chip organisations.
Ventia is structured across four sectors:
• Defence and Social Infrastructure;
• Infrastructure Ser vices;
• Telecommunications; and
• Transport.
Ventia’s strategy is Redefining Service Excellence and is centred on three priorities: client focus, innovation and sustainability.
Ventia has identified three key drivers of increasing its market share:
• Renewing and growing existing contracts;
• Winning new work; and
• Cross-selling our expert capabilities.
2. Statutory financial performance
2.1 Statutory Group financial highlights
2024
$’m
2023
$’m
Change
$’m
Change
%
Revenue6,105.55,676.4429.17.6%
Profit after income tax220.2189.830.416.0%
2024
cents per
share
2023
cents per
share
Change
cents per
share
Change
%
Basic earnings per share25.7422.193.5516.0%
Other measures
(i)
2024
$’m
2023
$’m
Change
$’m
Change
%
EBITDA 499.3465.234.17.3%
NPATA2 27. 9202.125.812.8%
Operating cash flow before interest and tax456.2412.943.310.5%
Operating cash flow conversion %
(ii)
91.4%88.8%n/a2.6pp
Work in hand19,353.618,138.41,215.26.7%
(i) Other measures are non-International Financial Reporting Standards (IFRS) measures that have been derived from statutory information.
(ii) Calculated as Operating cash flow before interest and tax divided by EBITDA.
EBITDA – Earnings before interest, tax, depreciation and amortisation.
NPATA – Net profit after tax excluding the after tax impact of amortisation of acquired intangible assets.
Operating and Financial Review
2.2 Statutory Group financial performance
2024
$’m
2023
$’m
Change
$’m
Change
%
Revenue6,105.55,676.4429.17.6%
Expenses(5,609.3)(5,214.8)(394.5)7.6%
Share of profits of joint ventures3.13.6(0.5)(13.9%)
Earnings before interest, income tax, depreciation and amortisation499.3465.234.17.3%
Depreciation expense(105.6)(106.6)1.0(0.9%)
Amortisation expense(33.0)(39.1)6.1(15.6%)
Earnings before interest and income tax360.7319.541.212.9%
Finance costs(58.8)(55.6)(3.2)5.8%
Interest income11.16.24.979.0%
Profit before income tax 313.0270.142.915.9%
Income tax expense(92.8)(80.3)(12.5)15.6%
Profit after income tax 220.2189.830.416.0%
Amortisation of acquired intangible assets (after tax)7.712.3(4.6)(37.4%)
NPATA2 27. 9202.125.812.8%
Revenue
Ventia reported an increase in revenue of $429.1 million, or 7.6%, to $6,105.5 million in FY24. The growth was driven by the strong
performance in the Defence and Social Infrastructure and Telecommunications sectors, as a result of increase in work volume and
contribution from contracts commencing in the second half of 2023, and during 2024.
Section 3 provides further commentary on sector performance.
EBITDA
EBITDA increased by $34.1 million, or 7.3%, to $499.3 million in FY24. The movement was driven primarily by the increase in
revenue. The Group maintained a stable EBITDA margin at 8.2% (FY23: 8.2%).
Depreciation expense
There was no significant change in depreciation expense compared to FY23.
Amortisation expense
Amortisation expense decreased by $6.1 million, or 15.6%, to $33.0 million in FY24, as a portion of acquired customer contracts
and relationships became fully amortised.
Finance costs and interest income
Finance costs increased by $3.2 million, or 5.8%, to $58.8 million in FY24. The movement was due to an increase in interest
expense on the Group’s syndicated loan facilities as a result of a higher average Bank Bill Swap Bid Rate (BBSY) in 2024. The Group
partially hedges its interest risk exposure by entering into interest rate swap arrangements.
The Group refinanced its loan facilities in November 2024. Refer to Section 4.1.
Interest income increased by $4.9 million, or 79.0%, to $11.1 million in FY24 due to higher cash balances held during the year.
Income tax expense
Income tax expense was $92.8 million for FY24, representing an effective tax rate of 29.6% (FY23: 29.7%).
62
| SUSTAINABLE FINANCIAL GROWTH
2.3 Statutory cash flow
Operating cash flow
Net cash generated from operating activities for FY24 was $356.2 million, representing an increase of $50.3 million from FY23.
The improvement in cashflow was primarily due to a $43.3 million increase in operating cash flow before interest and tax, and
increase in interest received of $4.9 million. The increase in operating cash flow before interest and tax was primarily due to a
$34.1 million increase in EBITDA.
Investing cash flow
Total investing cash outflow of $79.3 million was $34.6 million higher than FY23. This increase was driven primarily by the
payment of $11.9 million to acquire Landscape Solutions Pty Limited, an increase of investment of $15.6 million in plant
and machinery to support contract wins in the Infrastructure Services and Telecommunications sectors, and leasehold
improvements for new offices.
Financing cash flow
Total financing cash outflow of $222.4 million increased by $20.3 million compared to FY23. This was primarily due to an
increase in dividends paid of $18.7 million.
2.4 Dividends
Ventia’s dividend policy is to pay out between 60% and 80% of its NPATA as a dividend. NPATA provides a proxy for Ventia’s
cash flows available to pay dividends. It is a key measure of Ventia’s financial performance.
On 7 October 2024, the Company paid an interim dividend of 9.35 cents per share, 80% franked. On 18 February 2025, the Board
resolved to pay a final dividend of 10.63 cents per share, 80% franked. This brings the total distribution for FY24 to 19.98 cents per
share, representing a payout ratio of 75% of NPATA.
Ventia intends to frank future dividends to the maximum extent possible, subject to the availability of franking credits.
Pictured: Ventia team members provide asset management and maintenance services including boat ramp maintenance for Port of Brisbane, Qld
63
VENTIA ANNUAL REPORT 2024 |
3.1 Defence and Social Infrastructure
2024
$’m
2023
$’m
Variance
$’m
Variance
%
Sector revenue2,579.42,357.7221.79.4%
% of Group revenue42.2%41.6%n/a0.6pp
Sector EBITDA180.6160.420.212.6%
Sector EBITDA %7.0%6.8%n/a0.2pp
Performance
Defence and Social Infrastructure reported FY24 revenue of $2,579.4 million, which represents an increase of $221.7 million or
9.4% on FY23. The increase is driven by higher work volumes and minor capital works with Defence. We have also continued to
win new contracts with Defence, including a $564 million Defence Firefighting Services contract, which mobilised in October 2024.
As a trusted partner to key customers and through the ongoing delivery of service excellence, new contracts were secured,
including a $570 million five-year Homes NSW social housing maintenance contract. In 2024, we also secured a further one-
year extension to our Auckland Council facility management contract, and an additional one-year extension to our Whole of
Government cleaning services contact with NSW Public Works, reflecting our strategic relationship with clients.
FY24 EBITDA was $180.6 million, an increase of $20.2 million or 12.6% on FY23, driven by the increase in revenue noted above
and productivity improvements.
3. Sector financial performance
FY24 Sector EBITDA
$180.6m
12.6% on FY23
% of total Group revenueSector revenue ($’m)
42.2%
FY23FY24
2 , 3 5 7.7
2,579.4
Pictured: Members of our firefighting and rescue services team, Oakey, Qld
64
| SUSTAINABLE FINANCIAL GROWTH
3.2 Infrastructure Services
2024
$’m
2023
$’m
Variance
$’m
Variance
%
Sector revenue1,316.71,306.110.60.8%
% of Group revenue21.6%23.0%n/a(1.4pp)
Sector EBITDA109.9115.6(5.7)(4.9%)
Sector EBITDA %8.3%8.9%n/a(0.6pp)
Performance
Infrastructure Services reported FY24 revenue of $1,316.7 million, which represents an increase of $10.6 million or 0.8% on FY23.
This was a result of stronger volumes across numerous Energy, Water and Renewables contracts in Australia and New Zealand,
offset by spending reductions from key clients and the conclusion of projects in Resources, Industrial Services and Environment.
New work won in FY24 included a five-year maintenance services contract with Western Power, Burpengary East Wastewater
Treatment Plant upgrade for Unitywater and a new four-year maintenance contract with Seqwater. In New Zealand we secured
new work with Lightsource bp, delivering grid connection assets including two high voltage substations for the Kōwhai Park
solar farm project. Contract renewals included Yallourn Mine maintenance project for RTL Mining and Earthworks Pty Ltd and
a Non-Network Infrastructure Services Contract with Energy Queensland. Contract extensions in FY24 included extension of the
contract with Sydney Water until 2030 and a 12-month extension of our contract with Urban Utilities.
FY24 EBITDA was $109.9 million, a decrease of $5.7 million or 4.9% on FY23. A number of capital projects were completed in FY23
delivering favourable margin outcomes, which were not replicated in FY24. EBITDA and margin were stronger in the second half
of FY24 due to the ramp up of key wins in Energy, Water and Renewables.
FY24 Sector EBITDA
$109.9m
4.9% on FY23
% of total Group revenueSector revenue ($’m)
FY23FY24
1,306.1
1, 316.7
21.6%
Pictured: Members of our water team performing inspections at a wastewater treatment plant, Rocklea, Qld
65
VENTIA ANNUAL REPORT 2024 |
3.3 Telecommunications
2024
$’m
2023
$’m
Variance
$’m
Variance
%
Sector revenue1,577.01,375.8201.214.6%
% of Group revenue25.8%24.2%n/a1.6pp
Sector EBITDA199.6173.126.515.3%
Sector EBITDA %12.7%12.6%n/a0.1pp
Performance
Telecommunications reported revenue of $1,577.0 million, which represents an increase of $201.2 million or 14.6% on FY23.
Telecommunications continued to perform strongly both in core carrier works and defence and space adjacency with increasing
revenues from this market. Build volumes accelerated in the year and remained at strong levels in the second half of 2024.
New work won in 2024 included a five-year strategic agreement to support critical digital infrastructure with Telstra Strategic
Field Maintenance, Design and Construction Contract and is expected to generate over $400 million annual revenue over the next
five years. During the year, Telecommunications was also awarded three On-Demand Modules, with total value of $300 million in
aggregate. Contract renewals include the extension of the NBN Unify Network contract.
FY24 EBITDA was $199.6 million, an increase of $26.5 million or 15.3% on FY23, driven by the increase in revenue noted above.
FY24 Sector EBITDA
$199.6m
15.3% on FY23
% of total Group revenueSector revenue ($’m)
FY23FY24
1,375.8
1,577.0
25.8%
Pictured: Works in progress at the SK AO telescope site in Murchison, WA
66
| SUSTAINABLE FINANCIAL GROWTH
3.4 Transport
2024
$’m
2023
$’m
Variance
$’m
Variance
%
Sector revenue632.4636.8(4.4)(0.7%)
% of Group revenue10.4%11.2%n/a(0.8pp)
Sector EBITDA46.345.11.22.7%
Sector EBITDA %7.3%7.1%n/a0.2pp
Performance
Transport reported revenue of $632.4 million, which represents a decrease of $4.4 million or 0.7% on FY23. This decrease
was driven by operational and contract award delays impacting delivery in New Zealand, Queensland and Western Australia.
The decrease was offset by new contracts initiated in the second half of FY23, such as the Incident and Response Maintenance
contract with Transurban Queensland, and provision of Intelligent Transport Systems & Solutions for the Westgate Tunnel and
Western Distributor Smart Motorway projects.
In FY24, Transport successfully secured several new contracts and renewals, including the River Torrens to Darlington (T2D)
project for the South Australian Department for Infrastructure and Transport and a three-year minor capital works contract for
Citylink Melbourne. Across the year, Transport also renewed the Far North District Council Road Maintenance Contract and the
Lyttleton Tunnel Maintenance Contract both in New Zealand. Contract extensions included the Lane Cove Tunnel and M2 Incident
Response and Maintenance Contract and the Brisbane Airport Corporation Pavement Services Contract.
FY24 EBITDA was $46.3 million, an increase of $1.2 million or 2.7% on FY23. The EBITDA margin improved slightly from 7.1% to
7.3%, underpinned by ongoing project efficiencies and operational improvements across the business.
FY24 Sector EBITDA
$46.3m
2.7% on FY23
% of total Group revenueSector revenue ($’m)
FY23FY24
636.8
632.4
10.4%
Pictured: Member of our Transport team at a Sydney Harbour Tunnel night closure, Sydney, NSW
67
VENTIA ANNUAL REPORT 2024 |
4. Financial position
4.1 Liquidity and capital management
As at 31 December 2024 the Group’s liquidity was $792.8 million, comprising cash balances of $392.8 million and an undrawn
revolving cash facility of $400.0 million.
In November 2024, the Group completed its debt refinancing by entering into the following committed and unsecured facilities:
• a $900.0 million revolving cash facility, comprising two $250.0 million tranches, which were fully drawn as at 31 December 2024
and a $400.0 million tranche, which was undrawn as at 31 December 2024. The two $250.0 million tranches will mature in 2027
and 2028 respectively and the $400.0 million tranche will mature in 2029.
• a $250.0 million Asian Term Loan (ATL) facility, which was fully drawn at 31 December 2024. The ATL will mature in 2031.
Covenants on financing facilities
The Group’s financing facilities contain undertakings to comply with financial covenants and ensure that Group guarantors of
these facilities collectively meet certain minimum threshold amounts of Group EBITDA and Group total tangible assets.
The main financial covenants that the Group is subject to are leverage ratio (≤3.25) and interest coverage (≥4.0). As at
31 December 2024, the leverage ratio and interest cover ratio were 1.0 and 11.2 respectively.
Reporting of financial covenants to financiers occurs semi-annually for the rolling 12-month periods to 30 June and 31 December.
The Group was in compliance with all its financial covenants as at 31 December 2024.
Bank guarantees and insurance bonds
The Group has $760.0 million (2023: $690.0 million) of bank guarantee and insurance bond facilities on a committed and uncommitted
basis to support its contracting activities. The Group’s facilities are provided by a number of banks and insurance companies on
an unsecured and revolving basis. The Group has utilised $460.5 million (2023: $392.5 million) of these facilities at 31 December 2024.
Credit ratings
At 31 December 2024 and 2023, the Group has investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s and BBB
(Outlook Stable) from S&P.
4.2 Statutory consolidated statement of financial position
Net working capital
Net working capital comprises trade and other receivables, contract assets and inventories, less trade and other payables,
contract liabilities, employee benefit liabilities and provisions.
The net working capital balance increased by $42.5 million in FY24, driven by a decrease in trade and other payables of
$60.7 million, offset by a decrease in trade and other receivables of $16.2 million. Robust working capital management improved
our operating cash conversion ratio to 91.4%, representing a 2.6pp increase on the prior year.
Net debt
Net debt comprises borrowings (excluding capitalised borrowing costs) and lease liabilities, less cash and cash equivalents.
Net debt decreased by $43.8 million to $501.0 million, primarily due to the increase in cash held at the end of the year of
$54.1 million. The increase in cash held at the period end reflects the strong operating cash flows of the Group.
Total equity
Total equity of the Group increased by $60.7 million, primarily due to $220.2 million of profit after income tax, offset by
$158.6 million of dividends paid.
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| SUSTAINABLE FINANCIAL GROWTH
5. Outlook
Ventia is well positioned for FY25 as we continue to leverage our expert capabilities across our four sectors. We are committed to
continuing to provide sustainable financial returns through retaining and growing existing contracts and securing new contract
wins. There are a number of significant and growing market trends that are expected to provide tailwinds for growth across our
core business and adjacencies. We have a stringent gated lifecycle process in place that allows us to carefully control our project
portfolio to ensure we are managing risks well.
Ventia is a stable, resilient and diversified business supported by a high customer renewal rate of over 90%, increasing work in
hand and an investment grade balance sheet.
For FY25, underlying NPATA growth is expected to be 7-10% as compared to FY24.
Pictured: Member of our Facilities Management team performing maintenance at Albert Park, Auckland, NZ
69
VENTIA ANNUAL REPORT 2024 |
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| SUSTAINABLE FINANCIAL GROWTH
A robust risk management framework is critical
to enabling Ventia to achieve its strategic,
operational and commercial objectives
aligned with our commitment to redefining
service excellence.
6. Risk Management
Internal Audit
External Audit
Internal
Independent
Project Reviews
Risk Management ProcessIndependent
Review Risk
and Controls
Risk Appetite
Identify
Control
Monitor
& Test
Assess
Strategic Risk
Operational Risk
Financial Risk
Regulatory/
Compliance
Oversight
& Reporting
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 opportunities that can impact Ventia’s business outcomes and financial
performance. Ventia’s risk framework manages both risks and opportunities.
The risk and opportunity management framework is overseen by the Board and the Audit, Risk and Compliance Committee
(ARCC) (a sub-committee of the Board). The Board undertakes an annual review of Ventia’s risk appetite, and governance and
compliance arrangements. The ARCC meets quarterly and is accountable for ensuring that the risk management framework
is implemented appropriately. The Group CEO and the Executive Leadership Team implement the risk and opportunity
processes within their areas of accountability. These roles and responsibilities are depicted below in Ventia’s Risk Framework,
which is part of the overall Ventia Corporate Governance Framework:
Executive Leadership Team
Internal Audit
Strategic risks
Long-term, external factors,
industry trends, potential
to change direction of
Ventia’s strategy.
Appetite scorecard
Emerging risks
A new or unforeseen
risk that we have not
yet contemplated.
Continuous scanning
by all levels of
management.
Tactical risks
Medium-term, sector / business
unit-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
project’s strategy.
Risk & opportunity register
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
EscalateCascade
Escalate
Cascade
Risk management
Ventia Board
All employees
Risk management
Board sub-committees
Risk management
Ventia's Risk Framework
Ventia is committed to effective risk management at all
levels of the organisation as an essential element of business
governance. A risk management culture fosters the collective
ability to identify, understand, escalate and then openly
discuss and respond to current and future risks.
Ventia actively manages its risk and embeds risk management
in our processes and practices to foster positive risk
behaviours, which adapt to a rapidly changing business.
Ventia believes that a successful risk management framework
can create opportunities by effectively identifying, assessing
and mitigating risks in a way that is aligned with the strategic
framework and appetite for risk. This framework applies to
all of Ventia's identified risks and opportunities, including
climate-related risks and opportunities.
Ventia defines risk management as the identification,
assessment and treatment of risks that have the potential
to materially impact the operations, people, reputation, the
environment and the communities in which Ventia operates,
as well as the financial prospects of Ventia. The risk and
opportunity management framework guides how Ventia
identifies, assesses, controls, monitor and tests, and reports
on risks and opportunities across the business while ensuring
that Ventia operates within the risk appetite established by
the Board.
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VENTIA ANNUAL REPORT 2024 |
Key risks
Key risksManagement approach
Health and safety of Ventia’s workforce
At Ventia, safety and health is the #1 brand promise.
Given the nature of Ventia’s operations and our
locations, our workforce of more than 15,000
employees and 20,000 subcontractors across Australia
and New Zealand, including in remote locations, may be
exposed to health and safety risks in the performance
of their duties.
• Group-wide Safety and Health Management System (comprising safety policies,
standards, processes and management system) underpins management of
health and safety, minimising injury and illness and optimising return to work
• Mandatory Critical Risk Protocols, and their elements of critical controls,
mandatory safety rules and safe work fundamentals, set the essential requirements
and behaviours for managing high-risk activities that may cause significant injury
• External and internal audits validate compliance and drive
continuous improvement
• Healthy Minds and Healthy Bodies programs help the workforce to prioritise
and enhance their overall physical and psychological wellbeing
• Elevate Safety Leadership Excellence program to empower leaders with key
insights into enhanced actions, behaviours and performance needed to
elevate sustained safety performance and value
• Ventia also applies a ‘Fair Play’ model to promote outstanding performance
and reinforce significant leadership accountability for safety outcomes
Work winning and retention of work
• Ventia recognises that our ability to win strategically
significant and value creating work will materially
impact our earnings and future success.
• Ventia may fail to realise contract extension options,
renew existing contracts or win new contracts.
• Successful panel tender processes may not
guarantee new work.
• Commencement of new contracts may be delayed.
• Some counterparties may have the right to terminate
their contract or renegotiate during the contract term.
• Ventia’s existing and target customers may choose to
change from outsourcing to insourcing services.
• Ventia’s work winning teams identify and secure cross-sector/ cross contract
opportunities to bring expanded capabilities to existing customers
• Project teams are tasked with utilising existing Ventia capabilities for service
deliver y instead of outsourcing
• Cross-sector selling is included in work winning and project performance reviews
to ensure we bring Ventia’s full service and capability offering to our customers
• Best available data is utilised across Ventia to focus on continued growth in
existing contracts along with winning new work
• Building and maintaining strong relationships with customers, strategic
partners and stakeholders to understand changing and future requirements
• Deliver service excellence building trust and satisfaction in our performance
for long-term customer relationships
Cybersecurity, data protection risks and
third-party technology providers
Ventia relies on a complex information and
communications technology platform to manage
the deliver y of our operations and ser vices to
our customers.
• Cyber threats that seek to attack/undermine Ventia
data, customer data and systems may result in
information or data loss, operational disruption,
brand and reputational damage, financial loss,
regulator y inter vention, loss of customer trust, as
well as having the potential to impact the ability to
secure future work opportunities.
• Ventia’s Information Management Framework (VIMF) provides the standards
for the Group and defines the foundation of Ventia’s approach to information
security defending against cyber threats, protection of customer and employee
data, compliance with regulations, and maintaining business continuity
• The VIMF includes the requirements for service continuity and disaster
recovery planning to enable the recovery of Ventia’s critical business services
in a timely manner to minimise the effect of disruptions and to maintain resilience
• Internal and external audits and reviews validate compliance and drive
continuous improvement
• Undertake cybersecurity review of third parties and business continuity
planning for service delivery excellence
• Ventia’s cyber awareness program includes yearly training on our cybersecurity
policy, individual cybersecurity assessments, regular email phishing campaigns,
device registration and protection monitoring, and training programs
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| SUSTAINABLE FINANCIAL GROWTH
Key risksManagement approach
Attracting and retaining talent
Our ability to attract, retain and engage a diverse
workforce while developing future-ready skills
underpins Ventia’s performance and growth. Labour
markets over the last 12 months have eased across
Australia and New Zealand, however competition for
talent remains challenging.
• Integrating talent management with business strategy to differentiate the
company through service excellence driven by its people
• Conducting regular talent reviews and succession planning to identify and
develop future leaders within the organisation
• Refine competitive remuneration and benefits strategies to attract and retain
top talent
• Providing dedicated graduate and emerging leader programs to create
structured career development pathways within the organisation
• Enhancing career development opportunities through structured training,
mentorship programs, and leadership development initiatives
• Building an inclusive and engaging workplace culture to foster employee
satisfaction, retention and productivity
• Continuous improvement of employee feedback mechanisms to understand
workforce needs and drive meaningful action
• Strengthening employer branding and market positioning to enhance the
company’s attractiveness to prospective employees
• Strengthening workforce diversity to better reflect the communities in which
the company operates
Operational performance and service
delivery under customer contracts
Ventia’s purpose is to make infrastructure work for our
communities. It is imperative to deliver ser vices as per
contract and on time while limiting any disputes or losses.
• A contract performance failure may lead to a failure
to deliver services on time and within budget
resulting in financial loss, reputational damage,
loss of customer trust as well as having the
potential to impact the ability to secure future
work opportunities.
• Claims for abatements, damages or indemnities may
arise in connection with Ventia’s ser vice deliver y
under customer contracts.
• Ventia may fail to properly understand customer
requirements, drivers of customer demands or
cost inputs.
• Subcontractors or suppliers may fail to meet their
delivery obligations.
• A gated work winning review process to evaluate tender opportunities before a
commitment to contract is made considering contract risk, liability exposure,
existing capacity and capability and risk/reward return
• Service delivery performance is monitored through project reviews by sector
and Executive Leadership to drive early inter vention and improvement
• Active risk and opportunity management at a project level to manage
mitigating actions and drive operational performance
• Real-time project reporting system that monitors contract performance
and provides a monthly performance scorecard
• Implementation of Ventia’s Project Minimum Operations Controls Standard
across all projects driving consistent internal controls regardless of size
and complexity
• Material issues are reported to the Board and ARCC
Impact of climate change on our
operations and our people
The impacts of climate change will result in more severe
weather events. Impacts to Ventia may include:
• Changes in risk profile in relation to physical
personnel risks, particularly in remote locations.
• Disruption of Ventia’s workforce and increase volume
of work in some locations.
• Fixed-risk profile long-term contracts not having
adequate visibility of potential future climate risks.
• Extreme weather and other impacts of climate
change resulting in external price shocks and
impact supply chains.
• Group commitment towards a resilient and healthy planet
• Dedicated sub-committee of the Board to oversee and guide the direction
and commitment to sustainable targets and deliverables
• Targets for emissions reduction, supported by the Climate Transition Action
Plan, and validated by SBTi
• Use of scenario planning and analysis, and stakeholder engagement
to identify and monitor climate-related risks and opportunities across
various time horizons
• Safe systems of work applied to manage injury and wellbeing impact on
employees. This can include review and planning for weather events prior to
work starting
• Redistribution of resources to impacted areas by leveraging Ventia’s broad
geographical resource spread
Refer to page 74 to learn more about our climate risk management
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VENTIA ANNUAL REPORT 2024 |
Key opportunitiesManagement approach
Increasing essential services for growing and
changing populations in Australia and New Zealand
The depth and breadth of Ventia’s business creates
opportunities to offer a wider range of services and
provide more holistic solutions for our customers as
they plan for the requirements of future populations
and the ser vices needed to support them.
• Creation of state-based Steering Committees to drive collaboration internally
and externally
• Within-sector and cross-sector opportunity sharing
• Whole-of-business solutions approach
• Multi-tier business architecture aligning planning and delivery across
the Group
• Acquisitions, partnerships and divestments, which the Board assesses
and approves to ensure capacity and capability to deliver current and
future services
• Pursue enhanced digital technology solutions to enhance ser vice deliver y
Execution of Redefining Service Excellence
Ventia recognises that repeat customers are the
ultimate performance indicator and will continue
to invest in initiatives to understand further our
customers' needs and requirements.
Ventia provides ser vices for a prosperous and resilient
society, trusted to ensure that ever ything runs smoothly
and that the infrastructure we rely on ever y day
continues to work.
• Ventia's values, with people at the heart of our success
• Deliver strategy pillars: customer-focused, innovative and sustainable
• Continued assessment and, where approved, implementation of
transformational programs
• Inspire Innovation Hub to champion the transformation of ideas into practice
• Ventia Operations Centres (VOC) to manage inbound customer contact and
customer management
• Procurement processes aimed at creating social value through seeking
suppliers who operate ethically, take environmental considerations into
account, facilitate opportunities for Indigenous communities in both
Australia and New Zealand, and enhance social inclusion for minority groups
or the disadvantaged
Climate transition
A strong tail wind in infrastructure is the shift toward
renewable energy. It is anticipated that renewables
will replace several coal plants as they retire over the
coming decade with the requirement of significant
upgrades to electricity transmission networks to
support new generation sources. Ventia anticipates
climate change is a long-run driver of maintenance
market activity given the need to adapt existing
infrastructure networks to improve resilience.
Ventia can gain advantage by offering both transition
and adaptation ser vices in response to climate change.
• Sustainability strategy establishes a business-wide objective to achieve
net-zero emissions to assist and support customers in achieving their
climate goals
• Provision of services supporting the energy transition and providing energy
resilience solutions
• Provision of services consistent with a lower-carbon world, including
whole-of-asset management services and maintenance, and capital works
in response to the physical impacts of climate change
• Pursue innovations in materials and technologies in how projects are delivered
• Opportunities in remediation and rehabilitation projects, e.g. mine
rehabilitation, soil remediation, carbon capture projects
Refer to page 74 to learn more about our climate-related opportunities
Fairness, Inclusion and Respect
Ventia recognises that cultivating an inclusive work
environment that provides individuals with equitable
and equal opportunities attracts and retains diverse
talent. Proactively fostering a fair, inclusive and
respectful management structure, workforce and
community will improve recruitment, increase
engagement and ultimately produce enhanced
performance outcomes in our delivery of Redefining
Service Excellence.
• Community of Practice, employee networks, and working groups supporting
our Social Value Framework
• Strategy aligned with the United Nations Sustainable Development Goals
• Committed to HESTA 40:40 Vision
• Target of 40% female participation in all levels of the business
• Reconciliation Action Plan delivering tangible results and driving continuous
improvement to support reconciliation and respectful engagement with
Aboriginal and Torres Strait Islander people across Australia
• Dedicated Te Ara Ō Rehua working party to enhance Māori participation, build
cultural capability across the New Zealand business, and further support
Māori-owned businesses
Key opportunities
• Fast reduction of
emissions from now
• Rapid decline in fossil
fuel use
• Worst physical
impacts avoided
Fast action
RCP2.6
(1.5°C future)
Delayed rapid
action
RCP4.5 (2°C future)
Required action
RCP6.0
(>2°C future)
Insufficient action
RCP8.5
(>3°C future)
Best case scenarioWorst case scenario
• Little action on climate
change by 2025, rapid action
from 2030
• Worst transition risks due to
rapid pace of change
• Physical impacts still present
• Increased action during
2030s and 2040s
• Slower phase-out of
fossil fuels
• Physical impacts
experienced
• Physical impacts are
severe, with impacts
to supply chains
• Fossil fuel consumption
continues to grow out
to 2050
Ventia's four climate scenarios
74
| SUSTAINABLE FINANCIAL GROWTH
Current impact
Ventia recognises through our assessment of risks and opportunities that climate change could potentially have a range of positive
and negative impacts on our financial performance. For the 2024 reporting period, Ventia is not aware of material climate-related
financial impacts or other impacts across its assets and business activities. Ventia reviewed capital deployment, transition and
physical risks and opportunities to Ventia's business activities and assets to inform this outcome.
All of Ventia’s business activities are vulnerable to climate-related physical and transition risks and align with climate-related
opportunities in the medium to long term. Ventia’s material climate-related physical transition risks and opportunities are
identified in the table below.
Ventia’s climate-related risks and opportunities are
identified, assessed and managed under its risk management
framework across Ventia Services Group and its subsidiaries,
including consideration of its entire value chain. The 2024
risk assessment included a current climate-related impact
assessment and risk and opportunity assessments conducted
across specific climate scenarios and defined timeframes
aligned with business planning horizons and strategic
objectives. Ventia considers physical and transition-related
themes in our assessment. Ventia’s Climate Transition Action
Plan (CTAP) details transition planning activities and targets –
refer to pages 38-39.
Ventia’s climate scenarios are informed by the
Intergovernmental Panel on Climate Change (IPCC)
comprehensive assessment reports, which provide knowledge
on climate change, its causes, potential impacts and response
options. The IPCC reports allow Ventia to understand our
climate-related risks and opportunities and provide future
emissions scenario information, including Representative
Concentration Pathways (RCPs) and corresponding
greenhouse gas emission scenarios. The board had ultimate
oversight of the scenario analysis process, through updates at
Safety and Sustainability Committee meetings.
1 The four Representation Concentration Pathways (RCPs) and their relevant increases in global mean surface temperatures over 2081–2100 compared to the pre-
industrial period (average between 1850–1900). Source: Box SPM.1 page 8 https://www.ipcc.ch/site/assets/uploads/sites/3/2019/11/03_SROCC_SPM_FINAL.pdf
2 Refer to the 2024 Sustainability Databook for information on Ventia's selected scenarios.
7. Climate-related risks and opportunities
This year, Ventia refreshed its assessment of the 2023
disclosed climate-related risks and opportunities, informed
through a combination of four different IPCC RCP scenarios
1
and three distinct timeframes (short, medium and long term).
Qualitative assessments were undertaken for the likelihood
and consequence of each risk and opportunity against a
‘Delayed Rapid Action’ RCP scenario (RCP4.5 – intermediate
scenario where emissions remain at their current levels
until the middle of the century
2
) and associated sensitivity
to extreme scenarios (RCP2.6 – ‘Fast Action’and RCP8.5 –
‘Insufficient Action’).
The three timeframes for the assessment align with Ventia’s
strategic business planning (2025–2028), committed contract
durations (2028–2035) and the useful design life of assets we
support (2035–2050). Each risk and opportunity outcome
is determined after considering mitigation strategies and is
assessed using Ventia’s likelihood vs. consequence matrix.
This assessment provides an impact rating for the climate-
related risk and opportunity across business activities
resulting from physical and transition climate-related risks and
opportunities. For further details of our risk assessment basis
of preparation, including climate scenario descriptions, refer to
the 2024 Sustainability Databook.
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VENTIA ANNUAL REPORT 2024 |
Rating based on RCP 4.5
(Intermediate Scenario)
Extreme RCP
Scenario
Sensitivity
Risk or
OpportunityDescriptionAnticipated ImpactApproach
Short
2025–
2028
Medium
2028–
2035
Long
2035–
2050
RCP
2.6
RCP
8.5
Theme 1: Enhancing Ventia’s collaboration with customers
Opportunity
Transition
and Physical
Supporting
customers’
climate
transition
and resilience
Ventia anticipates
Climate change is
a long-run driver
of maintenance
market activity given
the need to adapt
existing infrastructure
networks to improve
resilience.
Ventia is anticipating
positive environmental
(emissions) impacts
and increased
revenue across short,
medium and long
time horizons
• Continue engagement
with customers with
shared sustainability
goals
• Ventia intends to
bring our culture of
innovation and expertise
to customers
• Ventia supports
customers in providing
resilient and efficient
design assessments,
including energy audits
and engineering resiliency
• Leverage Ventia's
experience in supporting
customers with their
respective climate risk
assessments
Risk
Physical
Impact
of climate
change on
Ventia's
people
The impacts of climate
change, particularly
in RCP4.5 and above
scenarios, will result
in more frequent
and severe weather
events. Contracts in
locations experiencing
the most extreme
weather conditions may
experience a changed
risk profile in relation to
physical personnel risks
and for attracting and
retaining staff. High risk
beyond 2035.
Ventia is anticipating
minor increases
to climate-related
incidents in the short
term, rising in the
long term.
• Ventia intends
to conduct risk
assessments in
geographies where
Ventia's people may
be exposed to extreme
weather conditions, such
as extreme heat
• In collaboration with
our customers, Ventia
intends to develop
mitigation strategies
where Ventia's people
may be exposed to
extreme weather
Theme 2: Leveraging Ventia’s ability to support a transition
Opportunity
Transition
Climate–related
service offerings
and the energy
transition
A strong tail wind in
infrastructure is the
shift toward renewable
energy. Opportunity
for transition related
service-offerings,
including in support of
significant upgrades to
electricity transmission
networks to support
new generation sources.
Ventia is anticipating
increased revenue a
across short, medium
and long time horizons
• Leverage Ventia’s
enterprise expertise in
key growth markets such
as transmission and
distribution, and
renewables
• Continue engagement
with customers with
shared sustainability goals
• Bring Ventia's culture of
innovation and expertise
to our customers
Climate-related risks and opportunities
LowModerateHighVer y High
Opportunity
LowModerateHighVer y High
Risk
Key:
Note: Arrows illustrate the sensitivity and resulting trend for each risk or opportunity under the relevant RCP scenario.
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| SUSTAINABLE FINANCIAL GROWTH
Rating based on RCP 4.5
(Intermediate Scenario)
Extreme RCP
Scenario
Sensitivity
Risk or
OpportunityDescriptionAnticipated ImpactApproach
Short
2025–
2028
Medium
2028–
2035
Long
2035–
2050
RCP
2.6
RCP
8.5
Opportunity
Transition
Provision of
environmentally
efficient services
Innovations in materials
and technologies
have the capacity to
benefit the way we
deliver projects in the
future, including by
using low/zero carbon
materials and improved
use of resources.
Ventia is anticipating
positive environmental
(emissions) impacts
and positive reputation
impact with customers
across short, medium
and long time horizons
leading to increased
revenue.
• Ventia invests in resource
efficiency expertise and
services, complementing
asset management
service offering
• Ventia plans to
continue its engagement
with customers
which share common
Sustainability Goals
• Leverage Ventia’s
enterprise expertise
across each sector
Risk
Transition
Transitioning
in step with
climate policy
As Australian and global
policies continue to
evolve positions on the
fossil fuel economy,
Ventia may be exposed
to downturns and
related marketplace
impacts.
Rising risk with
expected Climate
Policy advancements
within RCP4.5 and
RCP2.6 scenarios.
Ventia anticipates a
low impact over the
short-term rising to
moderate impact to
achieving emissions
reductions goals
over the medium
to long term if
industry, technology
advancements and
policy are not in step
with Ventia goals.
• Ventia's Climate Transition
Action Plan targets
alignment with SBTi 1.5°C
to mitigate transition risk
• Ventia plans to
maintain membership
and alignment with
industry sustainability
coalitions, such as
the Climate Leaders
Coalition, Infrastructure
Sustainability Council,
Climate Disclosure Project
and others
• Maintain close
alignment with emerging
government and global
climate-related policy
and regulation
• Ventia’s diverse
business and breadth
of service offerings
provides resilience
Risk
Physical
Impact of
climate change
on operations
Climate change has
the capacity to be a
disruptor to Ventia’s
operations. Assets
serviced by Ventia that
have not been designed
with consideration for a
future climate are likely
to be more exposed to
the physical impacts of
climate change, resulting
in increased damage
from acute and chronic
physical impacts.
Increasing risk with
RCP8.5 and above.
Ventia anticipates a
low impact over the
short-term rising to
moderate impact
over the medium to
long term as extreme
and increasingly severe
weather impacts its
operations.
• Ventia plans to
pursue work within
its contract risk limits,
including exposure to
climate change
• Ventia plans to
undertake climate-related
risk assessments on
its projects
• Ventia intends to build
appropriate allowances
for weather events within
project planning
LowModerateHighVer y High
Opportunity
LowModerateHighVer y High
Risk
Key:
Note: Arrows illustrate the sensitivity and resulting trend for each risk or opportunity under the relevant RCP scenario.
77
VENTIA ANNUAL REPORT 2024 |
Rating based on RCP 4.5
(Intermediate Scenario)
Extreme RCP
Scenario
Sensitivity
Risk or
OpportunityDescriptionAnticipated ImpactApproach
Short
2025–
2028
Medium
2028–
2035
Long
2035–
2050
RCP
2.6
RCP
8.5
Theme 3: Understanding Ventia’s long-term contract exposure to climate risks
Risk
Physical
and Transition
Exposure to
fixed risk profiles
on long-term
contracts that do
not adequately
contemplate
potential future
climate risks
Relevant to all scenarios,
rising with increasing
Climate Policy. Some
of Ventia’s contracts
are long-term and have
a fixed risk profile for
service delivery. Long-
term fixed-risk profile
contracts pose a risk to
Ventia where they may
not have consideration
for increased climate-
related physical and
transitional risks.
Ventia anticipates
a low impact over
the short-term rising
to moderate impact
over the medium
to long term as
increasing extreme
weather become
the normalised in
contract forms.
• Ventia plans to pursue
work within its contract
risk limits including its
exposure to climate
change
• Ventia plans to
undertake climate-
related risk assessments
on its projects, making
appropriate allowances
Risk
Physical
and Transition
Supply Chain
Disruption
Relevant to all
scenarios, rising with
>2 degree scenarios.
Extreme weather,
carbon pricing, and
other impacts of
climate change could
result in external
price shocks and
disruption. Ventia has
identified that extreme
price fluctuations are
difficult to price into
contracts, and short
lead times for contracts
diminish the ability
to secure long-term
prices for materials and
services.
Ventia anticipates a
low impact over the
short term rising to
moderate impact to
operations over the
medium to long term
as industry-wide
supply chains are
impacted by climate-
related events.
• Ventia plans to
undertake climate-
related risk assessments
on its projects
• Ventia intends to limit its
exposure to supply chain
price volatility through
supplier arrangements
• Ventia plans to
collaborate with our
customers in responding
to identified supply
chain risk exposures and
concentrations
• Ventia intends to reduce
risk by working with
its customers to agree
alternative approved
supply chains where
appropriate
Informing our strategy and decision making
The energy transition and customer climate resilience are growth opportunities in Ventia’s strategy. Ventia's scenario analysis is a
standalone exercise used in the climate-related risk and opportunity assessment which informs its strategy. Refer to Our Strategic
Approach section on page 14 for details on strategy and market trends.
Ventia’s pathway to net zero outlined on page 38 represents our climate transition action plan encompassing the activities
required to support Ventia’s strategy. This ensures coverage of material climate related and risks and opportunities towards a low
emissions and climate-resilient business.
Ventia’s climate-related risk and opportunity assessment informs strategy however does not yet form part of its internal capital
and funding decision making. In 2024, Ventia introduced a limited trial for an Internal Carbon Price (ICP) for which a price is not
currently applied for all funding or investment decisions. Ventia has not developed a methodology to reliably determine capital
expenditure, financing, or investments associated with climate-related risks and opportunities in 2024.
Further understanding Ventia’s climate-related risks and opportunities
In 2025, Ventia seeks to further understand and quantify climate-related financial impacts, risks and opportunities.
Ventia will continue to review and monitor climate-related risks and opportunities, at a minimum annual frequency.
LowModerateHighVer y High
Opportunity
LowModerateHighVer y High
Risk
Key:
Note: Arrows illustrate the sensitivity and resulting trend for each risk or opportunity under the relevant RCP scenario.
Pictured: Ventia provides asset management, operations and maintenance of New Zealand’s
Te Aranui o Te Rangihaeata – Transmission Gully motorway, New Zealand
Governance
78
| GOVERNANCE
ESG governance
Ventia’s strategy and values guide how we conduct business.
They keep us focused on doing what’s right and on what’s
important to our stakeholders.
Ventia has embedded its strategy and values within Ventia’s
Corporate Governance Framework to provide the basis for
our governance approach. It enables our people to deliver on
our commitments and supports clear, responsible decision
making for our shareholders, people, customers, partners,
government, regulators and communities.
Board oversight
The Ventia Board has ultimate oversight of Ventia's climate-
related risks and opportunities. The Board has established a Safety
and Sustainability Committee (SASC) providing management and
oversight of workplace safety, health, environment and sustainability
matters. The SASC met quarterly in 2024, and the Committee
Charter is regularly reviewed to ensure alignment with market
practice and to continue to meet stakeholders' expectations.
Ventia's Directors undertake a self-assessment of skills and
experience. The SASC ensures appropriate skills and competencies
to provide oversight and management of sustainability, including
climate-related risks and opportunities, including through
undertaking skills assessment, training and use of external advisors.
The SASC received quarterly management reports on Safety,
Health, Environment and Quality (SHEQ) and sustainability
progress, including climate related risks and opportunities.
The SASC is responsible for:
• reviewing and recommending to the Board Ventia’s
sustainability strategy, commitments, actions and
sustainability targets;
• monitoring execution and review of Ventia’s sustainability
strategy including to ensure it addresses all material
sustainability risks and opportunities;
• reviewing reports from Management in relation to the
effectiveness of Ventia’s risk management framework
and internal controls to address material sustainability
and climate-related risks and opportunities including the
scenario analysis; and
• reviewing Management’s sustainability plans, including
Climate Transition Action Plan and monitoring performance
including deliver y against targets
In conjunction with the Board Audit, Risk & Compliance
Committee (ARCC), the SASC reviews Ventia’s climate-related
disclosures in the Annual Report and makes recommendations
to the Board for approval.
The SASC periodically reviews and recommends sustainability-
related policies, reports and the sustainability work plan to the
Board for approval. Ventia’s policies are reviewed and approved
by the Board every two years, including the Sustainability,
Compliance with
ASX Principles
100%
Key statistics
Code of Conduct
training completion
99.3%
Environmental, Health and Safety, Diversity, Equity and
Inclusion, Indigenous Relations, and Risk Management
Policies, which were last reviewed in 2023.
The ARCC oversees Ventia’s risk management framework
including consideration of material risks, controls and planned
treatments, including climate-related risks. In conjunction
with the SASC, the ARCC reviews and recommends Ventia’s
climate-related disclosures for approval by the Board.
Ventia complies with all recommendations under
the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (4th Edition).
The majority of Ventia’s Board comprises Independent
Non-Executive Directors (85.7%).
Executive leadership
The Managing Director and Group CEO, and the Executive
Leadership Team (ELT) are accountable for the implementation
of workplace safety, health, environment, and sustainability-
related matters. The ELT is provided with a monthly
sustainability update, comprising environmental, social
and governance metrics, performance and targets. In 2024,
ELT updates included climate-related matters, including
progress towards science based targets, transition planning,
operational boundary assessments, and climate-related risk
and opportunity.
Ventia’s Group Executive – Strategy and Corporate
Affairs is responsible for the management of Ventia’s
sustainability performance and exposure to climate-
related risks and opportunities and is supported
by the Group Manager – Sustainability. The Group
Manager – Sustainability is responsible for providing
quarterly updates to the SASC and monthly updates
to the ELT, which include sustainability-related matters,
such as climate-related risks and opportunities
and performance against metrics and targets. Significant
matters may also be reported by the CEO.
79
VENTIA ANNUAL REPORT 2024 |
Safety &
Sustainability
Committee
Audit, Risk &
Compliance
Committee
People &
Remuneration
Committee
Nominations
Committee
Business
Development and
Digital Committee
Executive
Leadership
Tea m
GROUP COMPANY
SECRETARY
Delegation
Responsibility for the
day-to-day operations
MANAGING DIRECTOR
AND GROUP CEO
BOARD OF
DIRECTORS
Accountability and reporting
Delegation
Delegation
and oversight
Accountability
and reporting
INDEPENDENT
ASSURANCE
Corporate Governance Framework
Code of Conduct
Ventia’s Code of Conduct (Code) clearly sets out the behavioural
standards for employees, suppliers and subcontractors. It guides
how Ventia works, strengthens relationships, inspires confidence
in how Ventia works to protect Ventia and its reputation.
It encapsulates commitments and conduct principles (which
are underpinned by key Ventia policies) and details Ventia’s
responsibilities. Ventia’s minimum standards of engagement with
suppliers and subcontractors require compliance with the Code
as part of standard terms and conditions.
Annual Code of Conduct training, which also forms part of
Ventia’s induction process, was completed by 99.3% of full-time
employees in 2024. The training explains the Code in practical
terms, providing examples of how it applies in practice.
Executive remuneration
The Executive Remuneration Framework facilitates the
delivery of Ventia’s business strategy and the sustained
long-term growth of the business, thereby delivering value to
shareholders. The framework is underpinned by remuneration
objectives that guide decisions and behaviours and support
our risk appetite and Environment, Social and Governance
(ESG) principles. The Short-Term Incentive (STI) element
focuses the efforts of our executives on our key priorities,
including safety, financial, strategic and sustainability
objectives, to ensure success for Ventia both in the current
year and into the future. It motivates executive and key
management personnel to achieve challenging performance
objectives during the financial year, including the achievement
of greenhouse gas emissions reduction targets (emissions
intensity), which carry a 5% weighting in the STI. For further
detail on the Executive Remuneration Framework, refer to
Section 4 (page 103) of the Remuneration Report.
ESG metric assurance
Limited assurance has been provided across select environmental,
social and safety metrics for 2024 by Deloitte. Refer to pages 83-85
for the Independent Limited Assurance Report.
Looking ahead to 2025, the scope of assurance will expand
across aspects of climate-related disclosures.
FIRST TIME INCLUSION
In the Dow Jones
Best-in-Class Indices
Australia
SILVER
Ecovadis Sustainability Rating
CDP
Climate Change 2024
'Awareness' C score
CDP
Water 2024
'Awareness' C score
INFRASTRUCTURE SUSTAINABILITY
(IS) OPERATIONS RATINGS
Two contracts achieved new
IS operations ratings in 2024
Ventia has four IS rated Transport
contracts to date.
Achievements
Materiality assessment
The focus areas of our sustainability strategy, the
environmental, social and governance (ESG) targets we
set, and our reporting and disclosures are informed by a
materiality assessment to ensure we address the topics,
risks and opportunities which are most important to our
stakeholders. Information on Ventia’s material ESG topics,
the process undertaken and the relationship with the Value
Creation Model outputs are available on Ventia’s website
www.ventia.com/materiality.
80
| GOVERNANCE
Progress on our sustainability targets
Measure: Exceed industry and society’s expectations of our corporate behaviour.
TARGETTARGET
Governance – Ethical and accountable in everything we do
Status: Complete
• Compliance with ASX principles.
Status: Stable
• Completion online
by full-time employees.
Compliance with all ASX Corporate Governance
Principles and Recommendations.
100% Completion of Code of Conduct training.
100%99.3%
In 2024, we continued to make progress towards achieving our ESG objectives.
Measure: Continuous improvement in safety, diversity and inclusion.
Social – People and community focused
Participation by women in
executive positions (ELT).
Participation by women in
Senior Management (WISM).
Status: Progressing
Participation by women
across all employees.
94 of our 102 year 1 RAP
commitments completed.
Status: Progressing
(HESTA 40:40 Vision commitment) 40% workforce participation by women by 2030
including women on the ELT, in senior management and across all employees.
Achieve our Reconciliation
Action Plan (RAP) targets.
50%30.8%
30.9%
92%
TARGETSTARGET
Measure: Pathway to net-zero emissions defined with visible progress demonstrated.
Environment – Creating a healthier planet
1
19.1%
21.3%
21.3% reduction in Scope 1 & 2 emissions
from a 2021 base year.
Status: Progressing
Renewable energy usage (1,601.1 MWh).
Status: Progressing
Of light vehicle fleet now EV and hybrid.
Status: Progressing
Reduce Scope 1 & 2 GHG emissions
by 42% by 2030 from a 2021 base year.
100% renewable energy by 2028.
100% EV and hybrid light vehicles
by 2030.
11.1%
TARGET
TARGET
TARGET
1. Progress on all emissions targets are disclosed in the Resilient and healthy environment section, including progress on Scope 3 target on page 40.
81
VENTIA ANNUAL REPORT 2024 |
Pictured: Member of our Water team in Northland, New Zealand
Aotearoa New Zealand Climate Statement
of Compliance
This Annual Report contains our Climate Statement,
which has been prepared in accordance with the Aotearoa
New Zealand Climate Standards. The Annual Report
articulates current climate-related financial information,
scenario analysis, approach to risk management, including
climate-related risk management, transition planning,
metrics and targets, governance, and assurance for the
reporting period 1 January 2024 to 31 December 2024 (FY24).
Ventia has elected to use the following adoption
provisions under NZ CS 2:
• Adoption provision 2: Anticipated financial impacts
of climate-related risks and opportunities reasonably
expected by an entity
• Adoption provision 6: Comparatives for metrics
• Adoption provision 7: Analysis of trends
• Adoption provision 8: Scope 3 GHG emissions assurance.
1
We are committed to continue disclosing climate-related
information in support of current and emerging
climate-related standards. An index of our disclosures
is provided on pages 178-183.
Signed on behalf of Ventia Services Group Limited on
18 February 2025 by:
David Moffatt Dean Banks
Chairman Managing Director
and Group CEO
1. No assurance over Scope 3 was performed in FY24
82
| GOVERNANCE
Independent Limited Assurance Report
83
VENTIA ANNUAL REPORT 2024 |
84
| GOVERNANCE
85
VENTIA ANNUAL REPORT 2024 |
Directors’ Report
This is the report of the Directors of Ventia Services Group Limited (Ventia or Company) in respect of the Company and the entities
it controlled at the end of, or during, the financial year ended 31 December 2024 (together referred to as the Group).
Directors
The following persons held office as Directors of the Company during the financial year ended 31 December 2024 and up to the
date of this report, unless otherwise stated:
Mr David Moffatt (Chairman)
Mr Dean Banks (Managing Director and Group Chief Executive Officer)
Mr Kevin Crowe (resigned 21 February 2024)
Mr Jeffrey Forbes
Ms Sibylle Krieger
Mr Steve Martinez (Alternate Director for Kevin Crowe, resigned 21 February 2024)
Mr Damon Rees
Ms Lynne Saint
Ms Anne Urlwin
All of the current Directors are non-executive directors, except for Mr Dean Banks who is the Managing Director and
Group Chief Executive Officer.
Principal activities
The Group is one of the largest essential services providers in Australia and New Zealand. The Group organises its operations into
four sectors as follows:
• Our Defence and Social Infrastructure business is the number one provider of integrated facilities management in Australia.
Our capabilities include providing maintenance and support services to public and private customers across defence, social
infrastructure (education, health and state government), housing and community (justice and social housing), local government
and critical infrastructure;
• Our Infrastructure Services business provides comprehensive and multidisciplinary maintenance and improvement solutions to
a range of owners and operators of critical infrastructure. Our capabilities span across operations and maintenance of utilities
(energy networks, renewable assets and water), resources and industrial assets (mining and manufacturing), and resources
development, as well as complex and large-scale environmental remediation and rehabilitation services;
• Our Telecommunications business is the largest telecommunications infrastructure services provider in Australia and New
Zealand. We provide end-to-end service capabilities spanning design, supply, construction, installation, commissioning and
maintenance of the region’s largest fibre optic, mobile and critical telecommunications networks and infrastructure; and
• Our Transport business provides comprehensive asset management services to owners of transport infrastructure,
encompassing motorways and tunnels, road networks, rail, ports, airports, and public transport systems across Australia and
New Zealand.
Further details of the results of operations and likely developments are set out in the Operating and Financial Review
on pages 61 – 77.
Significant changes in the state of affairs
There were no significant changes in the nature of activities of the Group during the financial year.
86
| GOVERNANCE
Directors’ shares
As at 31 December 2024, the relevant interest of the current Directors in the shares of the Company were:
DirectorNumber of Shares
D Moffatt (Chairman)9,962,179
J Forbes126,470
S Krieger105,882
D Rees40,000
L Saint88,235
A Urlwin106,955
D Banks (Managing Director and Group CEO)7,573,180
The Directors and meetings of Directors
The table below sets out the Directors of the Company and their attendance at Board and Committee meetings during the
financial year ended 31 December 2024.
Board Meetings
Audit, Risk &
Compliance
Committee
People and
Remuneration
Committee
Safety and
Sustainability
Committee
Business
Development and
Digital Committee
1
Nominations
Committee
Director(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)
D Moffatt111144––4410911
K Crowe
2
11––22––22––
J Forbes 111044––––101011
S Krieger 1111––5544101011
D Rees1111––55––1010––
L Saint 1110445544––11
A Urlwin 1111445544––11
D Banks 1111––––––––––
(A) Number of meetings eligible to attend.
(B) Number of meetings attended.
1. Previously the Work Winning and Tender Committee.
2. Director resigned 21 February 2024.
At times, Directors also attend meetings of Committees of which they are not a member. This is not reflected
in the attendance table above.
Details of Director experience, qualifications and other listed company directorships are set out on pages 88 – 90.
Company Secretaries
Jill Hardiman (appointed 28 November 2024)
Amy Jackson (appointed 10 February 2025)
Debbie Schroeder (resigned 23 September 2024)
Rebecca Tweedie (resigned 20 December 2024)
Details of company secretary experience and qualifications are set out on page 90.
87
VENTIA ANNUAL REPORT 2024 |
Board of Directors
Current Non-Executive Directors
David Moffatt
Chairman,
Non-Executive
Director
Joined the Board in December 2014: Board Chairman, Member of the Nominations Committee, Audit, Risk
and Compliance Committee, Safety and Sustainability Committee and Business Development and Digital
Committee.
Skills and Experience: David has over 30 years’ experience in executive leadership, including as CEO, CFO and
as a Director for companies in the Telecommunications, Financial Services, Infrastructure Services and Media
Industries. He has lived and worked in Australia, the United States, Europe and Asia.
David is the Chair of a joint venture partnership between Challenger Limited (ASX: CGF) and Apollo (NYSE: APO)
and a Director of the American Chamber of Commerce in Australia. David’s previous roles include Chairman of
Asurion Asia Pacific and CEO of Lebara Group. He was Chief Financial Officer and Group MD Finance for Telstra
Corporation Limited and Group MD Telstra Consumer, serving on the boards of the Telstra-affiliated businesses
Foxtel, CSL (Hong Kong) and Reach (Hong Kong). He was also CEO of GE and GE Capital Australia & New Zealand.
David’s community and charitable activities include being a founding director of Giant Steps, a school for autistic
children, and a former director for The Australian Centre for Philanthropy and Non-Profit Studies (Queensland
University of Technology (QUT)).
Degrees/Qualifications: David holds a Bachelor Business from QUT and was recently awarded an Honorary
Doctorate at QUT.
Jeff Forbes
Independent
Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of Nominations Committee,
Chair of Business Development and Digital Committee and Member of Audit, Risk and Compliance Committee.
Skills and Experience: Jeff is an experienced Finance Executive and Company Director with over 30 years’
merger and acquisition, equity and capital markets and project development experience.
As an executive, Jeff worked at Cardno Limited, an engineering and environment consultancy company, as CFO,
Executive Director and Company Secretary before leaving in 2013 to commence Non-Executive Director roles.
He has spent time as a Non-Executive Director and member of the remuneration and audit and risk committees
of both listed and unlisted companies in a variety of sectors.
Prior to Cardno, Jeff was the CFO, Company Secretary and Executive Director at Highlands Pacific Limited, a
PNG-based mining and exploration company. He has significant experience in capital raisings and during his
career has worked for numerous major companies including Rio Tinto, BHP and CSR.
Jeff is the Non-Executive Director of Cardno Limited (delisted from the ASX on 17 January 2025). He has
previously served as a Non-Executive Director of PWR Holdings Limited (ASX: PWH), 2015 to October 2024 and as
a Non-Executive Director of Intega Group Limited, resigned December 2021.
Degrees/Qualifications: Jeff holds a Bachelor of Commerce from the University of Newcastle and is a Graduate
of the Australian Institute of Company Directors.
Sibylle Krieger
Independent
Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of People and Remuneration
Committee, and Member of the Nominations Committee, Safety and Sustainability Committee and Business
Development and Digital Committee.
Skills and Experience: Sibylle has over 40 years of broad commercial experience as a lawyer, economic
regulator, company director and independent consultant. She was a partner in two large commercial law firms
for 22 years and has over 15 years’ experience as a Non-Executive Director and Chair across listed and unlisted
companies in multiple sectors. Her current portfolio includes financial services, essential infrastructure services
and energy.
Sibylle is currently a Non-Executive Director of AEMO Services Limited and MyState Bank Limited (ASX:MYS). She
is also a member of the advisory board of Law Squared, a challenger “new law” firm. She has previously served
as Chair of Xenith IP Group Limited (ASX:XIP) and as a Director of Openpay Group Limited (ASX:OPY), Sydney
Ports Corporation, Allconnex Water, TasWater, Vector Limited (NZE:VCT), the Australian Energy Market Operator
Ltd, and as a trustee of the Royal Botanic Gardens and Domain Trust and of Sydney Grammar School. In addition,
for six years Sibylle served as a Tribunal member of the principal NSW economic regulatory tribunal.
Degrees/Qualifications: Sibylle holds an LLB (Hons) from the University of Adelaide, an LLM from Columbia
University New York and an MBA from Melbourne Business School. She is a Fellow of the Australian Institute of
Company Directors.
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| G OVERNANCE – DIRECTORS' REPORT
Current Non-Executive Directors
Damon Rees PSM
Independent
Non-Executive
Director
Joined the Board in July 2023: Independent Non-Executive Director, Member of the People and Remuneration
Committee and Business Development and Digital Committee.
Skills and Experience: Damon is a Sydney-based business leader focused on customer centricity, culture,
digital enablement, and innovation, with more than twenty years of experience driving transformational change,
organisational performance, and better customer outcomes.
Damon is currently the Managing Principal & CEO at Better As Usual, a practitioner-led professional services
organisation committed to customer success and positive social impact, Chair of eHealth NSW, Chair of NSW
Health, Single Digit Patient Record Implementation Authority Advisory Board and co-founder of ServiceGen Pty
Ltd. Damon is the former Chief Executive Officer of Service NSW.
Degrees/Qualifications: Damon holds a Bachelor of Information Technology from UTS, a Global Executive MBA
from the University of Sydney and was awarded the Sir James Wolfhenson scholarship to study at the Harvard
Kennedy School. Damon was also awarded a Public Service Medal as part of the 2023 Kings Honours.
Lynne Saint
Independent
Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of Audit, Risk and Compliance
Committee, and Member of the Nominations Committee, People and Remuneration Committee and Safety and
Sustainability Committee.
Skills and Experience: Lynne has broad financial and commercial experience from a global career including
more than 20 years with Bechtel Group where she served as Chief Audit Executive and Chief Financial Officer
of the Mining and Metals Global Business Unit. Her expertise encompasses strong financial skills, corporate
governance, enterprise risk, supply chain risk and project management.
Lynne currently serves as a Non-Executive Director of Nufarm Limited (ASX: NUF) and Iluka Resources Limited
(ASX: ILU).
Degrees/Qualifications: Lynne holds a Bachelor of Commerce and a post-graduate diploma in Education
Studies from the University of Queensland. She is a Fellow of the Australian Society of Certified Practising
Accountants and the Australian Institute of Company Directors.
Anne Urlwin ONZM
Independent
Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Safety and Sustainability
Committee, and Member of the Nominations Committee, Audit, Risk and Compliance Committee and People
and Remuneration Committee.
Skills and Experience: Anne is a New Zealand based professional Director with experience in a range of sectors
including construction, infrastructure, property development, telecommunications, energy, regulation, airports,
health and financial services.
Anne is Chair of Precinct Properties New Zealand Limited (NZX: PCT) and a Non-Executive Director of Infratil
Limited (NZX: IFT) and Vector Limited (NZX: VCT). She is also a director of City Rail Link Limited.
Anne’s former governance roles include directorships of Summerset Group Holdings Ltd (NZX: SUM),
Queenstown Airport Corporation Limited, Chorus Limited (NZX: CNU), Meridian Energy Limited (NZX: MEL)
and Tilt Renewables Limited. She is a former Chair of national commercial construction group Naylor Love
Enterprises Limited and the New Zealand Blood Service and of the Audit and Risk Committee of Te Runanga o
Ngai Tahu.
In June 2022, Anne received an Officer of the New Zealand Order of Merit award for services to business.
Degrees/Qualifications: Anne holds a Bachelor of Commerce from the University of Canterbury and is a
Chartered Fellow of the Institute of Directors in New Zealand, a member of the Australian Institute of Company
Directors, a Fellow of Chartered Accountants Australia and New Zealand and associate member of Governance
New Zealand (the NZ Division of the Chartered Governance Institute).
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VENTIA ANNUAL REPORT 2024 |
Current Executive Director
Dean Banks
Managing Director
and Group CEO
Joined the Board in June 2022: Managing Director and Group Chief Executive Officer.
Dean commenced as Ventia Group CEO in January 2021 and was appointed Managing Director in June 2022.
Skills and Experience: Dean has spent the last 15 years in C-suite roles in FTSE 250 global businesses in
the construction, manufacturing and services industries.
Degrees/Qualifications: Dean has completed the INSEAD Advanced Management Programme, and the
Integrated Management Development Scheme from Warwick University. He is also a Graduate at the
Australian Institute of Company Directors.
Company Secretaries
Details of company secretary experience and qualifications are set out below.
Jill Hardiman
Group Company
Secretary
Joined Ventia in 2024.
Jill joined Ventia in November 2024 and has more than 20 years broad secretariat and corporate governance
experience. Prior to joining Ventia, Jill was Company Secretary of CSR Limited up to the time of delisting from
the ASX in mid 2024.
Jill holds a Graduate Diploma in Applied Corporate Governance, is an Associate of the Governance Institute
of Australia and Justice of the Peace NSW.
Amy Jackson
Group General
Counsel
Joined Ventia in 2025.
Amy joined Ventia in February 2025 and is an experienced legal and governance professional, known for her
ability to lead high performing teams and navigate complex legal and commercial challenges. Amy brings over
20 years legal experience across multiple industries, including a significant tenure at Boral, where she most
recently held the role of General Counsel and Company Secretary.
Amy holds a Bachelor of Laws and a Bachelor of Economics (Social Sciences) from the University of Sydney, and
a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia.
Dividends
Details of dividends for the current and previous financial year are as follows:
2024
Cents per
share
2023
Cents per
share
Final dividend for 2024 to be paid on 7 April 2025 (80% franked)10.63–
Interim dividend for 2024 paid on 6 October 2024 (80% franked)9.35–
Final dividend for 2023 paid on 5 April 2024 (80% franked)–9.41
Interim dividend for 2023 paid on 6 October 2023 (80% franked)–8.31
Since the end of the year, the Directors have resolved to pay a final dividend of 10.63 cents per fully paid ordinary share, 80%
franked. In accordance with AASB 110 Events after the Reporting Period the proposed final dividend is not recognised as a liability
at 31 December 2024.
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| G OVERNANCE – DIRECTORS' REPORT
Environmental regulation
The Group is committed to a safe and sustainable future for our employees, customers and communities. The Group operates
within an integrated Environmental Management System (System), externally verified to ISO AS/NZS14001 requirements. The
System provides a framework for identifying and managing environmental aspects and impacts and embeds a culture of
continual improvement for environmental performance across the business.
Our System contains a suite of policies and processes that guide our environmental performance, complemented by
supplementary tools and training to ensure our people are supported to deliver positive environmental outcomes.
Our System undergoes a comprehensive internal and external audit regime and review program each year to ensure we continue
to meet the requirements of the International Standard, internal requirements and industry best practice. In October 2024,
the New Zealand Environmental Protection Agency (EPA) charged Ventia NZ Operations Limited with three offences involving
unlawful clearing of vegetation, performance of earthworks, and discharge of water in proximity to a protected inland wetland
area, in alleged contravention of the Resource Management Act 1991. The EPA alleges that the offences occurred between March
and August 2023, in the course of Ventia performing water bore commissioning work for Far North District Council. The EPA has
commenced a prosecution against Ventia in the Whangarei District Court, and Ventia has pleaded not guilty. As at 31 December
2024, no other prosecutions for breaches of environmental legislation had been brought against the Group.
Directors’ and officers’ indemnity/insurance
The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any current
or former Director, secretary or other officer of the Company or a wholly owned subsidiary of the Company against:
(i) Any liability incurred by the person in that capacity;
(ii) Legal costs incurred in defending, or otherwise in connection with proceedings, whether civil, criminal or of an administrative
or investigatory nature in which the person becomes involved because of that capacity; and
(iii) Legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and
discharge of their duties.
Directors and officers of Ventia Services Group Limited and certain subsidiaries have entered into a Deed of Indemnity, Access and
Insurance that provides for indemnity against liability as a Director or officer, except to the extent of indemnity under an insurance
policy or where prohibited by statute. The deed also entitles the Director or officer to access company documents and records,
subject to undertakings as to confidentiality, and to receive directors’ and officers’ insurance cover paid for by the Company.
During or since the end of the financial year, the Company has paid or agreed to pay a premium in respect of a contract of
insurance insuring Directors and officers, and any persons who will insure these in the future, and employees of the Company
and its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount of the premiums and the
nature of the liabilities in respect of such insurance is prohibited by the contract of insurance.
Non-audit services
During the year, Deloitte, the Company’s auditor, has performed certain other services in addition to their statutory duties. The
Board is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not
compromise, the auditor independence requirements of the Corporations Act 2001 or as set out in APES 110 Code of Ethics for
Professional Accountants issued by the Accounting Professional & Ethical Standards Board, as they did not involve reviewing or
auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for
the Company or jointly sharing risks or rewards.
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined
in Note 6.2 to the Consolidated Financial Statements.
Indemnity of auditor
Ventia Services Group Limited’s auditor is not indemnified under Ventia’s constitution, or any agreement.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on
page 119.
Proceedings on behalf of the Company
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of
the Corporations Act 2001.
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VENTIA ANNUAL REPORT 2024 |
Rounding of amounts
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and the Consolidated
Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing
hundreds of thousands of dollars, unless otherwise indicated.
Corporate Governance Statement
Ventia believes good governance is fundamental to achieving its purpose of ‘making infrastructure work for our communities’.
Ventia’s approach to governance is based on its values and strategy. They are the guide to ensuring a focus on what is right, and
what is important to clients and employees.
The Company’s Corporate Governance Statement for the year ended 31 December 2024 is available on the Company’s website at
https://www.ventia.com/who-we-are/corporate-governance
Matters subsequent to balance date
Since the end of the financial year, the Directors have resolved to pay a final dividend of 10.63 cents per fully paid ordinary share,
80% franked. In accordance with AASB 110 Events after the Reporting Period, the proposed final dividend is not recognised as a
liability as at 31 December 2024.
In January 2025, the Group entered into an agreement with a Joint Venture between ACCIONA and Ferrovial for the novation of the
operation and maintenance contract and all associated Public Private Partnership (PPP) agreements on the Toowoomba Second
Range Crossing contract, which was acquired as part of the acquisition of Broadspectrum in 2020. The consideration for the
divestment was $6.3 million. At 31 December 2024, the Group held provisions associated with this contract, which will be unwound
as a result of the novation. The novation is anticipated to result in a gain of $20-25 million in 2025 which will be recognised as a
significant item in the financial statements for the period ending 30 June 2025. Ventia will publish an underlying 30 June 2025
NPATA based on Group performance excluding this one-off impact.
Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since
31 December 2024 that has significantly affected or may significantly affect:
• the Group’s operations in future financial years;
• the results of those operations in future financial years; or
• the Group’s state of affairs in future financial years.
Other information
The following information, contained in other sections of this Annual Report, forms part of this Directors’ Report:
• Operating and Financial Review pages 61 – 77
• Remuneration Report pages 96 – 118; and
• Auditor’s Independence Declaration page 119.
This Report is made in accordance with a resolution of the Directors of the Company and is dated 18 February 2025.
David Moffatt
Chairman
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| G OVERNANCE – DIRECTORS' REPORT
Pictured: Antennas at the SK A Observatory in Murchison, WA, part of the world’s most powerful radio astronomy facility
93
VENTIA ANNUAL REPORT 2024 |
Our Executive Leadership Team are responsible for implementing our strategy to Redefine Service
Excellence so we can successfully deliver outcomes for our stakeholders each and every day.
Executive Leadership Team
Jodie Blake
Group
Executive,
People, Safety
and Culture
Jodie joined Ventia in January 2022 as Group Executive – People, Safety and Culture.
With more than 20 years’ experience, Jodie has held senior leadership roles within
the energy, utilities, pharmaceuticals and manufacturing sectors.
Jodie holds a Bachelor of Business – Human Resource Management and a Masters in
Industrial and Employee Relations from Monash University. She is also a Graduate of
the Australian Institute of Company Directors.
Melanie
Evans
Group
Executive,
Digital Services
Melanie joined Ventia in July 2023 as Group Executive – Digital Services.
Prior to joining Ventia, Melanie was Partner In Charge, Connected Technology Group
and Head of Technology, Audit, Assurance and Risk Consulting at KPMG. Melanie
spent more than ten years at Telstra in various senior IT, business transformation,
marketing and product roles.
Melanie holds a Bachelor of Business – Marketing from CQ University, and a Masters
of Marketing and Certificate in Executive Management and Development from the
University of New South Wales. She is also a Graduate of the Australian Institute
of Company Directors.
Dean Banks
Managing
Director
and Group CEO
Dean commenced as Ventia Group CEO in January 2021 and was appointed
Managing Director in June 2022.
Dean has spent the last 15 years in C-suite roles in FTSE 250 global businesses
in the construction, manufacturing and services industries.
Dean has completed the INSEAD Advanced Management Programme, and the
Integrated Management Development Scheme from Warwick University. He is also
a Graduate of the Australian Institute of Company Directors.
Mark Fleming
Chief Financial
Officer
Mark Fleming joined Ventia in February 2024 as Chief Financial Officer.
Mark has an extensive track record of financial, strategic and commercial leadership
and brings significant experience from across multiple industries and other leading
ASX listed organisations, including Region Group, Treasury Wine Estates and
Woolworths Group Limited. Mark was most recently employed by Region Group
where he held the roles of Chief Operating Officer and Head of Strategy & Funds
Management and, prior to that, was Chief Financial Officer.
Mark holds a Bachelor of Economics and Bachelor of Laws from the University
of Sydney and is an Australia Certified Practising Accountant.
Prue
Crawford-
Flett
Group
Executive,
Infrastructure
Services
Prue joined Ventia in October 2024 as Group Executive - Infrastructure Services.
Prue has held executive and senior leadership roles across the construction and
infrastructure sectors including more than 20 years’ experience in the energy sector,
most recently as Chief Operating Officer at AusNet.
Prue holds an Executive leadership certificate from INSEAD, Master of Business Administration
(MBA) from Monash University, Bachelor of Engineering (Civil) from Royal Melbourne Institute
of Technology and is a Graduate of the Australian Institute of Company Directors.
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| G OVERNANCE
David
McPadden
Group
Executive,
Tr a n s p o r t
David joined Ventia in 2020 as General Manager – Road Transport Operations and in
2022 was appointed Group Executive – Transport.
With more than 20 years in the industry, David has significant experience in delivering
a diverse range of major transport infrastructure (road and rail), renewable energy
and complex brownfield aviation projects.
David holds a Bachelor of Engineering – Civil (Honours) from Swinburne University
of Technology.
Emma Hogan
Group
Executive,
Strategy and
Corporate
Affairs
Emma (Em) Hogan joined Ventia in January 2024 as Group Executive - Strategy and
Corporate Affairs.
Em has over 20 years' experience across both the public and private sectors, most
recently in state Government as Secretary for Digital, and the NSW Department
of Customer Service. Em brings her experience as a transformation leader across
strategy, customer, digital, culture and communications to her role at Ventia.
Em holds an Executive Certificate in Public Policy from the Harvard Kennedy
School, is a graduate of the Executive program at Stanford University Graduate
School of Business and holds a post graduate qualification in HR Management
from Deakin University.
Em is also a graduate of Australian Institute of Company Directors, having served on a
number of boards, and is the current NSW Chapter Chair for Chief Executive Women.
Derek
Osborn
Group
Executive,
Defence
and Social
Infrastructure
Derek joined the Ventia Executive Team in 2020 as Group Executive – Defence and
Social Infrastructure. Prior to this, Derek held numerous different roles over an
18 year period at Broadspectrum.
With more than 25 years’ experience, Derek has held senior and executive leadership
roles in the mining, defence and property sectors, and worked in consulting and
public and listed company roles.
Derek holds a Bachelor of Environmental Design and a Masters in Building Science
from The University of Western Australia. He is also a Graduate of the Australian
Institute of Company Directors.
Mark Ralston
Group
Executive,
Te l e co m -
munications
Mark joined Ventia in 2015 and is responsible for leading Ventia’s telecommunications
business across Australia and New Zealand and is Executive Sponsor of Ventia’s
New Zealand business. Prior to his current role, Mark was Group Executive - Strategy
and Corporate Affairs and responsible for portfolio strategy, sustainability, corporate
development initiatives, M&A integration and corporate affairs.
Mark is an experienced leader with over 20 years’ experience across Australia and the
United States in the engineering and construction, transportation, healthcare and
technology sectors.
Mark is a Graduate of INSEAD’s Advanced Management Programme, a Graduate of the
Australian Institute of Company Directors and holds a Bachelor of Applied Science
from The University of Sydney.
Amy Jackson
Group General
Counsel
Amy joined Ventia in the role of Group General Counsel in February 2025.
Amy is an experienced legal and governance professional, known for her ability to
lead high performing teams and navigate complex legal and commercial challenges.
Amy brings over 20 years legal experience across multiple industries, including a
significant tenure at Boral, where she most recently held the role of General Counsel
and Company Secretary.
Amy holds a Bachelor of Laws and a Bachelor of Economics (Social Sciences) from
the University of Sydney, and a Graduate Diploma of Applied Corporate Governance
from the Governance Institute of Australia.
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VENTIA ANNUAL REPORT 2024 |
Contents
Letter from the Chair of People and Remuneration Committee 96
1. Key Management Personnel 98
2. Key messages for FY24 99
3. FY24 remuneration at a glance 101
4. Executive remuneration structure 103
5. Business performance and remuneration outcomes 108
6. Non-Executive Director fees 113
7. Remuneration governance 114
8. Additional statutory disclosures 116
Letter from Sibylle Krieger, Chair of the
People and Remuneration Committee
Dear Shareholders ,
On behalf of the Board, I present the Remuneration Report for the year
ended 31 December 2024.
FY24 performance
In FY24, we delivered $6,105.5 million in revenue, representing 7.6% growth
compared to FY23. EBITDA grew by 7.3% on FY23. Our NPATA increased by
12.8% and our operating cash flow conversion was 91.4%, up from 88.8% in FY23.
Carbon Emissions Intensity (CI) for 2024 is 7.3 T/rev$m, surpassing the target of
7.4 T/rev$m. This represents a 10.1% reduction in CI compared to FY23, primarily
driven by a decrease in purchased electricity, increased use of GreenPower,
and lower diesel fuel consumption.
For the FY24 Strategic Initiative of Cross-Selling, Ventia generated $115.8 million
in revenue. A significant portion of the cross-selling revenue was delivered by the
Defence and Social Infrastructure Sector, with referrals primarily originating from
the Infrastructure Services and Telecommunications sectors.
It is in the context of the above performance that the Board made its decisions
regarding variable remuneration for FY24.
You will be aware that we lost a New Zealand colleague in a workplace fatality
during FY24. Given that the safety of our people is Ventia’s foremost priority, the
Board gave careful consideration to the appropriate remuneration consequences
of this tragic event. Taking all the relevant circumstances into account, the Board
has determined that the safety measure outcome in the FY24 Short Term Incentive
(STI) will be reduced to zero for all eligible salaried employees.
“
Our current approach
to remuneration has been
in place since we listed on
the Australian Securities
Exchange in 2021 and
has received strong
shareholder support.
The Board believes this
approach is fit-for-purpose
and will continue to
underpin the long term
success of our business.
”
Remuneration Report
Sibylle Krieger
Chair of the People and
Remuneration Committee
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| G OVERNANCE
FY24 remuneration outcomes
The FY24 remuneration outcomes reflect our business
performance and alignment with the shareholder returns
achieved during the year. The Board is satisfied that
management has delivered robust financial results, including
NPATA of $227.9 million and work in hand of $19.4 billion as
of 31 December 2024.
Fixed remuneration
In January 2024, following a thorough remuneration
benchmarking exercise to test remuneration levels relative
to comparative companies, the Managing Director and
Group Chief Executive Officer (MD & Group CEO) received an
increase of approximately 3.7%.
Short Term Incentive
The Short Term Incentive program is designed to align the
efforts of our executives with Ventia’s key priorities, including
safety, financial outcomes, strategic, and sustainability
objectives, and to drive success both in the current year
and into the future. It motivates executive Key Management
Personnel (KMP) to achieve challenging performance goals
during the financial year. The collective performance achieved
throughout the year is reflected in our STI Scorecard, with
the MD & Group CEO achieving an outcome of 51.9% of his
maximum STI opportunity or 77.9% of target. Further details
on the STI outcomes can be found in Section 4.2 and 5.4 of
this Report.
The FY24 STI outcomes were considered in the context of the
tragic fatality that occurred during the year. Ensuring the safety
of our employees is fundamental to our licence to operate.
Following careful consideration of all relevant circumstances
and of the full extent of Board discretion, the Board has
determined that the safety measure outcome in the FY24 STI
will be reduced to zero for all salaried employees eligible to
participate in the STI program.
Long Term Incentive
Annual grants of the Long Term Incentive (LTI) align the
interests of executives on the drivers of sustained business
growth and the creation of long term shareholder value.
The LTI Scorecard based partly on three years of past
performance determines the initial LTI grant value (expressed
as a percentage of an individual’s maximum LTI opportunity)
to be granted to executives in any year. In addition to the
upfront grant performance metrics, the LTI is assessed at the
end of the vesting periods (i.e. after two, three and four years)
against a Return on Equity (ROE) threshold performance
measure of 15% in each preceding year. Ventia delivers the
LTI in Share Appreciation Rights (SARs), that only hold value if
the share price is more at the date of vesting than at the date
of grant. Accordingly, no SARs will ultimately vest if there is no
absolute growth in the Ventia share price.
Performance against the FY24 LTI Scorecard resulted in
72.1% of maximum LTI opportunity for the executive KMP
being achieved. The LTI awards will be delivered to our
executives in SARs, noting that the grant to the MD & Group
CEO was approved by the shareholders at the 2024 Annual
General Meeting.
The first tranche of LTI awards under the FY22 LTI plan,
to vest after two years, will be tested subject to service and
performance conditions to 31 December 2024. These awards,
which represent one-third of the FY22 grant, are subject to
ROE performance over the FY24 financial year and share price
appreciation over the vesting period, from February 2023 to
February 2025. As the outcome of this measure is determined
after the release of the FY24 Financial Results, the final vesting
quantum will be disclosed in the FY25 Remuneration Report.
In future years we propose to align the vesting period with our
financial year so that the outcome will be known and reported
in the Remuneration Report earlier.
FY25 outlook
Following a review of pay and fees, the Board has approved
moderate increases for executive KMP fixed remuneration and
Non-Executive Director base fees for the upcoming year. The
fixed remuneration for the MD & Group CEO will increase by
4%, while the base fee for Non-Executive Directors (NEDs) will
rise by 3.9%. No change will be made to the Chairman's fee in
FY25, and the fee increases paid to Non-Executive Directors
will remain within the maximum fee pool of $2,000,000.
The Board does not intend to make any substantive changes
to the STI and LTI plans for FY25. However, the People and
Remuneration Committee plans to review the safety measures
within the STI plan to ensure they continue to drive and
reinforce a strong focus on safety culture and performance.
Additionally, the administration of the STI and LTI plans
is being reviewed to enhance efficiency and simplify their
operation.
Summary
Our current approach to remuneration has been in place since
we listed on the Australian Securities Exchange in 2021 and
has received strong shareholder support. The Board believes
this approach is fit-for-purpose and will continue to underpin
the long term success of the business. The Board continues
to engage, value and listen to the feedback of shareholders
and our aim is to ensure that our executive remuneration
framework supports our business strategy, reflects our values
and performance and is consistent with the value which we
deliver to all our stakeholders.
On behalf of the Board, we look forward to welcoming you and
receiving your support at our 2025 Annual General Meeting.
As always, we welcome your feedback on any aspect of this
Report.
Yours sincerely,
Sibylle Krieger
Chair, People and Remuneration Committee
18 February 2025
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VENTIA ANNUAL REPORT 2024 |
The Board of Directors of Ventia Services Group Limited (Company or Ventia) present the Remuneration Report (Report)
prepared in accordance with Section 300A of the Corporations Act 2001 for the Company and its controlled entities for the
year ended 31 December 2024 (FY24).
1. Key Management Personnel
This Report outlines Ventia’s Remuneration Framework and the outcomes for the year ended 31 December 2024 for KMP.
KMP are those persons having the authority and responsibility for planning, directing and controlling the activities of Ventia,
directly or indirectly, including any Director.
Details regarding the KMP covered by this Report are outlined below. There were no changes to the KMP subsequent to the
end of FY24 and the date of release of this Report.
NamePositionTerm as KMP
Non-Executive Directors
David MoffattChairman, Non-Executive DirectorFull year
Jeff ForbesIndependent Non-Executive Director, Chair of the Nominations Committee and Chair
of Business Development and Digital Committee
Full year
Lynne SaintIndependent Non-Executive Director, Chair of the Audit, Risk and Compliance
Committee
Full year
Sibylle KriegerIndependent Non-Executive Director,
Chair of the People and Remuneration Committee
Full year
Anne UrlwinIndependent Non-Executive Director,
Chair of the Safety and Sustainability Committee
Full year
Damon Rees Independent Non-Executive DirectorFull year
Kevin Crowe
1
Non-Executive Director, Chair of the Work Winning and Tender Committee (now called
Business Development and Digital Committee)
Part year
Executives
Dean BanksManaging Director and Group Chief Executive OfficerFull year
Mark Fleming
2
Chief Financial OfficerPart year
Stuart Hooper
3
Chief Financial OfficerPart year
1. Kevin Crowe ceased in the role of Non-Executive Director on 21 February 2024.
2. Mark Fleming commenced employment with Ventia as CFO designate on 6 February 2024. He participated in a hand over from exiting CFO Stuart Hooper before
commencing in the CFO role on 22 February 2024. As such Mark Fleming is considered KMP effective from the date he stepped into the CFO role, 22 February 2024.
3. Stuart Hooper exited the business on 28 March 2024. He stepped out of the CFO role effective 22 February 2024 and was considered KMP until this date.
Pictured: One of Ventia's business graduates with a senior leader at our Cremorne office in Melbourne, Vic
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| G OVERNANCE – REMUNERATION REPORT
2. Key messages for FY24
ElementPolicy SummaryDetails
Business
performance and
reward outcomes
Ventia delivered:
• FY24 NPATA of $227.9 million (FY23: $202.1 million)
• FY24 Cash conversion of 91.4% (FY23: 88.8%)
• Work in hand as of 31 December 2024 of $19.4 billion (2023: $18.1 billion)
• The lagging injury metric, TRIFR, was 3.31 per million hours worked in FY24
Accordingly, the STI outcome delivered to the MD & Group CEO was 51.9% of maximum
and 77.9% of target.
Under the FY24 LTI, SARs to the value of $1,009,400 will be granted to the MD & Group CEO
and $475,860 will be granted to the CFO. The number of SARs will be determined using the
10-day Volume Weighted Average Price of Ventia shares following the release of the 2024
financial results.
In January 2024, following a comprehensive remuneration benchmarking exercise to
evaluate pay levels against comparable companies and a thorough assessment of
competitive market conditions, the MD & Group CEO received a fixed remuneration
adjustment of approximately 3.7%. A new CFO was appointed in February 2024 and no
fixed remuneration increase was provided to him in FY24.
The Board is satisfied that the reward outcomes appropriately reflect the significant
contribution of the MD & Group CEO and performance of the business, and are aligned to
the experience of shareholders and other employees.
Section 5
Application
of discretion
The FY24 STI outcomes were assessed in the context of the fatality that occurred during the
year. Following careful consideration of all relevant circumstances, the Board has decided
to reduce the safety measure outcome in the FY24 STI to zero for all salaried employees
eligible to participate in the STI program.
Section 4.2
FY24 STI
The STI to be awarded to the MD & CEO is 77.9% of his target opportunity and for the CFO is
77.9% of his target opportunity, which is further calculated on a pro-rata basis for his length of
service during FY24.
The Board considers the STI outcomes to be appropriate, reflecting alignment of
shareholder outcomes and Ventia’s business performance during FY24.
Section 5.4
Pictured: Field workers from our Telecommunications team on site in Brisbane, Qld
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VENTIA ANNUAL REPORT 2024 |
ElementPolicy SummaryDetails
FY24 LTI plan
Ventia has a fit-for-purpose LTI that is strongly aligned with the delivery of our strategy
of Redefining Service Excellence. The LTI aims to promote long-term shareholder value
creation through:
1. t he delivery of equity-based awards to promote a strong focus on shareholder
alignment by only rewarding for share price growth, and only paying dividend
equivalents to the extent the SARs vest and there has been share price growth;
2. performance prior to the year in which the LTI is granted moderating the actual LTI value
to be awarded to LTI participants. This aims to ensure that the awards are granted in the
context of the Company’s overall performance and will remain reasonable;
3. fi xed and transparent allocation value of 35 per cent of Ventia’s 10-day Volume Weighted
Average Price (VWAP), at the time immediately after release of Ventia’s full-year result,
which is used to determine the number of SARs actually granted each year, minimising
fluctuations that might otherwise occur if a more variable annual Black-Scholes
allocation value were to apply. In setting the allocation value, the Board considered a
formal fair value approach, and the 35 per cent allocation basis selected. The 35 per
cent allocation basis results in a lower number of SARs being granted to LTI participants;
4. t hreshold level of 15% return on equity (ROE) performance being required before any
vesting can occur, to ensure long-term financial sustainability objectives are met; and
5. p rogressive time vesting over a four year period, providing LTI participants with ‘skin in
the game’, with additional sale restrictions in place to promote long-term value creation
and talent retention.
Section 4.3 and 5.5
Board fees
There was no change made to Non-Executive Director Fees in FY24.Section 6
Termination or
sign-on payments
No sign-on payments were provided to KMP.
Stuart Hooper stepped down as CFO effective 22 February 2024 and left the business
on 28 March 2024. Upon his departure, he received payments for accrued leave and six
months' notice pay. His STI and LTI under the FY22 and FY23 plans remain on-foot, and he
did not participate in the FY24 STI and LTI plans.
Section 8.1.1
Changes
anticipated
in 2025
The Board recognises the significance of providing market-competitive fixed remuneration
for executive KMP. We conduct annual monitoring and reviews of remuneration, taking into
account economic indicators, market trends, and challenges related to talent attraction
and retention.
After careful consideration the Board has determined that the fixed remuneration for the
MD & Group CEO will increase by 4% in FY25, while the base fee for Non-Executive Directors
will rise by 3.9%. No change will be made to the Chairman's fees in FY25.
The Board does not intend to make any substantive changes to the STI and LTI plans for
FY25. However, the Committee plans to review the safety measures within the STI plan
to ensure they continue to reflect and reinforce a strong focus on safety performance.
Additionally, the administration of the STI and LTI plans is being reviewed to enhance
efficiency and simplify their operation
Pictured: Member of our Telecommunications team doing field work in Brisbane, Qld
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3. FY24 Remuneration at a glance
3.1 Overview of the remuneration objectives
Ventia’s Remuneration Framework is underpinned by the following key objectives:
Provide for
strong shareholder
alignment
Drive appropriate
behaviours and
support
desired culture
Be market-
competitive
to attract,
motivate and
retain talent
Support
delivery of
business
strategy
Be simple
and
transparent
3.2 Alignment of our Remuneration Framework to our strategic priorities
Our approach to remuneration intends to advance our strategic objectives by striving for alignment with the Company’s
overarching strategic goals. Each element of the Remuneration Framework has been carefully considered to ensure alignment
with our key objectives and the priorities and focus areas of the business, to deliver our long-term growth strategy.
In line with the above, the Ventia strategic objectives are driven through carefully selected metrics and performance periods for
our STI and LTI plans, as illustrated in the table below.
Performance
Category Performance Measures Metrics
STI
Weight
LT I
Grant
Weight
LT I
Vest
Weight
FY22FY23FY24FY25FY26FY27FY28
Safety
TRIFR
1
5%
Leader learning conversations
1
5%
NPATA
1
35%
Free Cash Flow
1
25%
Revenue Secured
2
20%
Financial
Work in hand
2
33%
Pro forma Cash Conversion Ratio
3
33%
EPS CAGR
4
33%
Return on Equity
5
Gate
Shareholder Return
Growth in Share Price
6
Gate
Strategic Initiatives
Cross selling
1
5%
Sustainability
Carbon emission intensity
1
5%
100%100%100%
Legend
S TI Metric: Performance Period
L TI Metric: Performance Period
1. Performance over the FY24 Financial Year.
2. Tested as of 31 December 2024.
3. Pro forma Cash Conversion Ratio is measured as pro forma operating cash flow divided by pro forma EBITDA for the three years prior to grant combined i.e. 1 January
2022 to 31 December 2024.
4. EPS CAGR reflects the growth in earnings over the three-year period from 31 December 2021 to 31 December 2024.
5. Return on Equity performance for the financial year prior to vesting, i.e. for each of the second, third and fourth years after grant.
6. Growth in share price is measured across applicable vesting periods (one-third for each of two, three and four years after grant using ordinary shares to the value of the
price calculated with reference to the 10-day VWAP of shares immediately after the release of Ventia’s annual financial statements following the vesting date (vesting
price), less the share price calculated as the 10-day VWAP immediately after the release of Ventia’s annual financial statement following the end of the performance
period( allocation price) and divided by the vesting price. There is also a sale restriction on vested shares for a further 14 months following the vesting period.
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VENTIA ANNUAL REPORT 2024 |
The STI rewards executives for delivery against key criteria that are critical focus areas in the financial year. These include:
STI Performance CategoryRationale and description
Safety
Safety is fundamental to our licence to operate and underpins our strategy, with 10% of the
scorecard weighted towards achieving both a lag (TRIFR) and lead (Leader Learning Conversations)
measure. In FY24, the lead safety measure of Leader Learning Conversations was introduced as
a gateway into the STI, which requires executives to have completed a defined number of safety
conversations in a year to a high standard which is reviewed and monitored.
Financial
Delivering financial outcomes that drive shareholder value and align with the Company’s
strategic priorities.
• NPATA reflects Ventia’s underlying profitability, ensuring management remains focused on
delivering strong financial performance;
• Free Cash Flow derived from the normal operations of the business; and
• Revenue secured demonstrating Ventia’s success in building a resilient and reliable revenue base.
Strategic Initiatives
Cross-selling is a key metric for our business, reflecting our ability to expand customer relationships
by delivering a broader range of capabilities. As part of our strategy to Redefine Service Excellence,
our customer-centric approach enables us to leverage our diverse capabilities to support clients
in achieving their goals beyond our existing services with them. It also serves as an indicator of
collaboration across our teams.
Sustainability
Carbon emissions intensity reduction targets foster a culture of ownership and responsibility in
decision making. Sustainability is a key pillar of our strategy and delivery of emissions reductions
assists the business in meeting the expectations of our investors and customers.
The LTI promotes long term shareholder value creation through the inclusion of both grant metrics (informing the grant quantum)
and vesting metrics (informing the quantum that vests). This approach ensures focus on long-term priorities and shareholder
creation over a period of up to seven years (as illustrated in the figure in Section 3.2), and also promotes retention of senior talent.
The rigorous LTI grant metrics serve as a qualifier to determine the LTI quantum, as a percentage of the maximum, that the
executives will receive in SARs in any year, to ensure that the LTI quantum reflects the broader business context and performance.
LTI Grant MetricRationale and description
Work in hand
Work in hand, measures Ventia’s success in building a resilient and reliable revenue base, and is
defined as comprising:
i) t he future revenue from contracted projects with agreed volumes and scope, and
ii) a n estimate of future revenue that is likely to be generated from contracted projects where the
project scope and volumes are variable. Work in hand is measured as of 31 December 2024.
Pro forma Cash
Conversion Ratio
Pro forma Cash Conversion Ratio measures the efficiency of Ventia in delivering the bottom line.
This is measured by pro forma operating cash flow divided by pro forma EBITDA for FY22, FY23 and
FY24 combined.
EPS CAGR
EPS CAGR reflects Ventia’s ability to generate consistent and sustainable earnings growth over a
three-year period. For the FY24 LTI, this will be measured by the growth in EPS from 31 December
2021 to 31 December 2024.
After a further two, three and four years, the SARs are tested based on the additional vesting metrics.
LTI Vesting MetricRationale and description
ROE
Return on Equity aligns executive interests with those of Ventia’s shareholders and drives
sustainable long term growth. A threshold ROE of 15% is required for the preceding financial
year prior to the relevant vesting date over two, three and four years following the start of the
performance period for the SARs to be eligible to vest.
Growth in Share Price
Executive LTI outcomes are closely tied to shareholder outcomes through SARs which are similar to
Share Options. SARs deliver value to the participant if the share price at vesting is higher than the
price at the time of grant.
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4. Executive remuneration structure
The Board has carefully considered the remuneration structure for the executives, taking into account the remuneration
objectives, see Section 3.1, the strategy of the business, our risk appetite and our key metrics to reward ongoing performance
which also sets Ventia up for future success.
We benchmark our remuneration against similar-sized companies to ensure moderate, yet competitive levels and have designed
a remuneration framework we believe to be the best fit for Ventia, to reward and motivate executives to deliver good outcomes in
both the short and long term that are well-aligned to the interests of our shareholders.
4.1 Fixed remuneration
Purpose
Fixed Remuneration is set with reference to our peer groups, to attract and retain capable leaders
and reward them for their role responsibilities and accountabilities.
Opportunity
To ensure the market competitiveness of remuneration arrangements, remuneration benchmarking
is undertaken against a peer group comprising at least 20 relevant comparator Australian Securities
Exchange listed companies from the Energy, Industrials, Materials and Utilities sectors, with a
market capitalisation range within 50% to 200% of Ventia’s market capitalisation.
Delivery mechanism
Cash salary and other benefits, including superannuation.
4.2 Short-term Incentive plan
Purpose
The STI focuses the efforts of our executives on our key priorities, including safety, financial
performance, strategic and sustainability objectives, to ensure success for Ventia both in the current
year and into the future. It motivates executive KMP to achieve challenging performance objectives
during the financial year.
Opportunity
The target STI opportunity is calculated as a percentage of fixed remuneration as follows:
% of fixed remuneration
RoleTargetMaximum
CEO85%127.5%
CFO60%90%
Delivery mechanism
The STI is delivered as 50% in cash and 50% in deferred share rights, provided the overall STI award
is at least $100,000.
Half of the deferred share rights vest after one year and the other half after two years.
Deferred share rights vest into fully paid ordinary shares in Ventia, subject to time restrictions.
Participants will be entitled to receive dividend equivalents in additional shares to the value of
dividends that would have been received on shares delivered on vested share rights had those
shares been held since the grant date of the share rights.
Target setting
Performance targets for the STI, including threshold, target and stretch levels are set in the
first quarter of the financial year by the Board. Threshold represents the minimum performance
level required for a payment to be made, while stretch denotes the level at which the maximum
STI for that measure is granted. The Board ensures that performance targets are both challenging
and motivating enough to encourage executives to meet the objectives.
Targets are established based on annual budgets, business plans, economic conditions,
and market outlook, with a range set between threshold and stretch to allow for reward
of outperformance.
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Performance measures
Subject to meeting an overall NPATA threshold and achievement of the leading safety indicator of
Leader Learning Conversations, performance is assessed against performance measures (outlined
in Section 3.2) as follows:
Performance CategoryPerformance MeasuresTarget Weighting
SafetyTRIFR
Leader Learning Conversations
5%
5%
FinancialNPATA
Free cash flow
Revenue secured
35%
25%
20%
Strategic InitiativesCross-selling5%
SustainabilityCarbon emission intensity5%
To t a l100%
The Board may modify performance outcomes should there be a fatality and/or a material environmental, social or governance
event during the year including modifying overall STI outcomes to zero in appropriate circumstances.
STI illustration
Year 1
% of STI awarded in cash
Year 0 Year 2Year 3
% deferred
into restricted
rights
One year
One year (50%)
Two years (50%)
Vesting of
restricted rights
(50%)
Vesting of
restricted rights
(50%)
Pictured: Members of our Resources and Industrial team on site in Perth, WA
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4.3 Long-term Incentive plan
Te r mDescription
Purpose
Annual grants of the LTI align the interests of executives with the drivers of sustained business
growth and the creation of long term shareholder value.
Opportunity
The maximum LTI grant value, subject to the up-front grant metrics is calculated as a percentage of
fixed remuneration as follows:
RoleMaximum % of fixed remuneration
CEO100%
CFO80%
Delivery mechanism
The Ventia LTI is delivered in Share Appreciation Rights (SARs), which provide a right to receive a
number of fully paid ordinary shares in Ventia at a future date, based on the growth in share price
across the applicable vesting periods i.e. ordinary shares to the value of the price calculated with
reference to the 10-day VWAP of shares immediately after the release of Ventia’s annual financial
statements following the vesting date (vesting price), less the share price calculated as the 10-day
VWAP immediately after the release of Ventia’s annual financial statement following the end of the
performance period (allocation price) and divided by the vesting price.
In addition, participants will be eligible to receive dividend equivalents for each vested SAR.
Allocation methodology
The number of SARs initially granted are determined based on a set market valuation, being 35% of
Ventia’s VWAP, based on a 10-day VWAP of the share price at the time immediately after the release
of Ventia’s annual financial statements for FY24. The 35% was selected over more variable annual
Black-Scholes valuations to be a more fixed and transparent approach.
LTI grant value
(Up-front performance-testing)
Ventia uses the following LTI Scorecard to determine the initial LTI grant value (expressed as a
percentage of the individual’s maximum LTI opportunity) to be granted to the executives in any year.
The rationale for including these measures is outlined in Section 3.2.
Performance categoryPerformance periodWeight
Work in handComprising:
i)
the future revenue from
contracted projects with
agreed volumes and scope;
ii)
an estimate of future revenue
that is likely to be generated
from contracted projects
where the project scope and
volumes are variable.
Tested as of
31 December 2024
33.33%
Pro forma cash
conversion ratio
Pro forma cash conversion ratio
will be measured by pro forma
operating cash flow divided by
pro forma EBITDA.
Three years preceding the
grant year, i.e. 1 January
2022 to 31 December 2024
33.33%
EPS CAGREarnings per share compound
annual growth rate will be
measured by the growth in EPS.
Three years preceding the
grant year, i.e. 31 December
2021 to 31 December 2024
33.33%
To t a l100%
For each of these measures, the initial LTI grant value is calculated as follows:
Performance achievedLTI grant value (% of maximum LTI opportunity)
Below thresholdZero
Threshold50%
Target75%
Maximum100%
The LTI Scorecard ensures ongoing focus by executives on key business metrics that set up the
business for sustained long-term returns and rewards for delivery of value over time. This approach
also moderates the quantum of LTI awards and aligns the quantum to the Company’s overall
performance.
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Te r mDescription
LTI vesting value
(testing performance
over the vesting period)
In addition to the upfront grant performance metrics, the LTI is assessed at the end of the vesting
period (i.e. after two, three and four years) against a ROE threshold performance measure of 15% in
each preceding financial year prior to the relevant vesting date (i.e. subject to an ongoing minimum
level of acceptable performance).
Further, by delivering the LTI in SARs which only hold value if the share price is more at the date of
vesting than at the date of grant, no shares will vest if there is no absolute growth in the Ventia share
price.
Dividends
Participants will be entitled to receive dividend equivalents in additional shares to the value of
dividends that would have been received on shares delivered on vested SARs had those shares been
held since the grant date of the SARs.
Determining the value
of shares at vesting
If the ROE and share price growth performance hurdles are achieved, the value of shares at vesting
is calculated, together with dividend equivalents on vested SARs over each of the relevant vesting
periods (i.e. two, three or four years).
Sale restriction
To further ensure alignment with long-term business value and with the shareholder experience, a
sale restriction applies to vested SARs for executives until the release of Ventia’s annual results for
the financial year (approximately 14 months after vesting).
Performance period
The metrics used in the LTI Scorecard to determine a grant value, use a three-year timeframe
in respect of pro forma cash conversion ratio and EPS CAGR. Work in hand is a point-in-time
measure and is compared to target. Following the grant, performance is further tested over two,
three and four years based on ROE and growth in share price.
Using a number of key grant and vesting metrics, the span of performance testing for LTI is up to
seven years (three years prior and four years following grant), in addition to the sale restriction.
Rationale for the LTI design
Ventia’s LTI plan was carefully crafted to be fit for purpose for the business and to achieve our
remuneration objectives. It is strongly aligned with the delivery of the Company’s strategy and is
designed to promote long-term shareholder value creation. Key design aspects considered include:
• applying the LTI Scorecard to moderate the actual grant value, based on performance for prior
years, ensures that the awards granted are determined in the context of the Company’s overall
performance and are unlikely to turn out to be excessive.
• the ROE threshold performance for the preceding financial year prior to the vesting date over the
two, three and four year vesting periods ensures that overall, Company performance under the LTI
plan will ultimately be assessed for up to seven years (up to three years prior to and four years post-
grant), which promotes executive long-term decision-making and is longer than market norms.
• delivery via SARs promotes strong focus on shareholder alignment by only rewarding executives
when there has been share price growth between grant and vesting.
• the additional 14-month sale restrictions that apply post vesting of each LTI tranche further
align the executives to the shareholder experience and promote retention of senior talent.
LTI illustration
Vesting of SARs subject to sales restrictions
Grant of SARs
Rolling 3 year period for
assessment of Pro Forma
Cash Conversion Ratio and EPS
CAGR. Work in hand assessed at
end of Current Financial Year.
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4.4 Executive pay mix
The following graphs show the pay mix at maximum performance for the MD & Group CEO and CFO. The actual pay awarded will
be subject to the performance against set targets.
CEOCFO
STI 38%
LTI 31%
FR 31%
STI 33%
LT I 3 0 %
FR 37%
4.5 Minimum shareholding requirements
In line with the remuneration principle of providing strong shareholder alignment, minimum shareholding requirements (MSRs)
are in place for the Directors and other KMP. The Company’s MSR policy for these roles is outlined below:
PositionMinimum Shareholding RequirementsTiming to Meet Requirements
1
NED100% of base fees3 years
MD & Group CEO200% of fixed remuneration5 years
2
CFO100% of fixed remuneration5 years
1. The Board retains discretion as to the approach taken where NEDs and executive KMP do not meet the MSR within the required period. Once the minimum shareholding
is achieved, KMP are expected to retain those levels.
2. Given significant shareholdings obtained during the conversion of EIP shares to Ventia Service Group Limited ordinary shares at the time of the IPO, MSRs for Dean Banks
are effective immediately. For future appointments the timing to meet new MSRs for both the MD & Group CEO and CFO is 5 years.
4.6 Clawback
A clawback provision applies to all participants, which allows the Board to clawback Share Rights and Share Appreciation Rights
(including dividend equivalents), any resulting shares from exercise of the awards or the financial benefit of those resulting shares
arising from the awards at the time any of the following circumstances occurring:
• Fraud, dishonesty or serious misconduct
• Breach of duties, responsibilities or obligations to any company in the Ventia group
• Bringing any company in the Ventia group into disrepute
• Material misstatement or omission in the financial statements
• A catastrophic environmental or safety event that results in significant damage to the reputation of any company in the Ventia
group or its operations
• Any other circumstance that the Board determines would result in a participant receiving an inappropriate benefit if clawback
was not exercised.
4.7 Change of control
Where there is a change of control event, the Board may determine, subject to the Australian Securities Exchange Listing Rules,
with respect to each award, that:
• Awards, to the extent not fully vested, will become vested and exercisable in full or in part;
• Options (if any) may be exercised within a specific period only, or otherwise they will lapse; and
• The Company, on behalf of the participant, will direct any trustee to transfer trust shares into the participant’s name.
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4.8 Cessation of employment
The treatment of awards on ceasing employment will depend on the circumstances of cessation.
Unvested awards
For employees deemed to be a ‘Good Leaver,’ unless the Board determines otherwise,
awards will remain on foot, subject to achievement of performance-related vesting conditions.
In all other circumstances, all awards will lapse, unless the Board in its discretion determines
otherwise.
Vested awards
Participants will continue to hold shares that have been awarded.
4.7 Executive service agreements
The following table outlines the summary of terms of employment for the MD & Group CEO and CFO:
PositionTerm of AgreementNotice Period by ExecutiveNotice Period by CompanyMaximum Termination Benefits
CEOOpen9 months9 months12 months fixed remuneration
CFOOpen6 months6 months12 months fixed remuneration
The executives are also subject to restraints that will apply upon cessation of employment to protect the business interests
of Ventia.
5. Business performance and remuneration outcomes
The Board considers the link between remuneration and Company performance to be of critical importance. Ventia has delivered
against a wide range of business objectives in FY24, demonstrating the breadth of our offering, combined with the strength and
long-term nature of our relationships with key customers.
Ventia has delivered robust financial performance during the year with NPATA of $227.9 million, growth of 12.8% on FY23. The cash
conversion ratio improved by 2.6 pp to 91.4%.
We continue to gain positive safety momentum through intervention programs focusing on alleviating hand and musculoskeletal
injuries and the Elevate Safety program which is designed to empower leaders with key insights into the actions, behaviours, and
performance required to drive sustained safety performance. The lagging injury metric of TRIFR was not met and as a result the
threshold achievement for the TRIFR metric was not achieved. Further in finalising the FY24 outcome the Board considered the
tragic incident in which a colleague lost their life at work. The Board determined that the entire safety measure outcome in the
FY24 STI will be reduced to zero for all salaried employees eligible to participate in the STI program.
Ventia continued to make steady progress in lowering our carbon emissions intensity during FY24 with a result of 7.3 T/rev$m,
surpassing the target. This represents a 10.1% reduction in carbon intensity compared to FY23.
5.1 2024 Business performance highlights
Total Revenue
$6,105.5m
7.6 % on FY23
Total EBITDA
$499.3m
7.3% on FY23
EBITDA %
8.2%
In line with FY23
Cash Conversion Ratio
91.4%
2.6 pp on FY23
NPATA
$ 2 27. 9 m
12.8 % on FY23
Work in hand
$19.4b
6.7 % on FY23
Total Recordable Injury
Frequency Rate
3.31
Deterioration of 0.61% on FY23
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5.2 Historical business performance
The Company’s incentive awards are structured to align executive remuneration with business performance, placing a strong
emphasis on equity to align with shareholder outcomes. The table below summarises Ventia’s performance across various
indicators for FY24, as well as the previous four years.
FY24FY23FY22FY21FY20
Issue price of IPO shares$1.70$1.70$1.70$1.70n/a
Closing share price on 31 December$3.60$3.14$2.41$2.00n/a
Dividends declared per share (cents)18.7616.598.946.28–
Statutory ($’m)
To t a l r e v e n u e
1
6,105.55,676.45,167.54,557.43,223.9
EBITDA
2
499.3465.2414.3312.2265.8
NPAT
3
220.2189.8191.219.528.0
Pro forma
5
($’m)
To t a l r e v e n u en/an/an/an/a4,591.9
EBITDA
3
n/an/a419.8379.9354.5
NPATA
4
2 27. 9202.1179.6146.8119.5
NPAT
5
n/an/a162.8131.3106.0
1. From continuing operations.
2. Earnings before interest, depreciation and amortisation (EBITDA).
3. Net profit after taxation (NPAT).
4. Net profit after taxation excluding amortisation of acquired intangibles (NPATA).
5. Pro forma information for FY20 is as disclosed in the IPO prospectus.
5.3 FY24 Fixed Remuneration
In FY24, a modest increase in Fixed Remuneration was provided to the MD & Group CEO, in line with inflation and the salary
increase budget that applied to all employees.
Executive KMPRoleFY23 Fixed RemunerationFY24 Fixed RemunerationIncrease %
Dean BanksMD & Group CEO$1,350,000$1,400,0003.7%
Mark Fleming
1
CFO-$825,000-
Stuart Hooper
2
CFO$800,000$800,000-
1 Mark Fleming commenced employment with Ventia as CFO designate on 6 February 2024 and participated in a hand over from exiting CFO Stuart Hooper before
commencing in the CFO role on 22 February 2024. As such Mark Fleming is considered KMP effective from the date he stepped into the CFO role on 22 February 2024.
2. Stuart Hooper exited the business on 28 March 2024 and therefore did not receive an increase in his fixed remuneration in FY24.
Pictured: Member of our Telecommunications team on site at a network build, Eden-Monaro district along Bungendore, Queanbeyan, NSW
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5.4 FY24 Short Term Incentives
When evaluating performance, the Board takes into account the outcome achieved and also considers the application of
discretion. This includes evaluating the shareholder experience, the broader employee experience, the customer experience and
the impact of factors both within and outside of management's control. The FY24 STI outcomes were assessed in the context of
the fatality that occurred during the year. In response, the Board has decided to reduce the safety measure outcome in the FY24
STI to zero for all salaried employees eligible to participate in the STI program.
The Board is satisfied that management has delivered value in FY24 which warrants the variable remuneration outcomes.
The table below provides a summary of Ventia’s performance against the measures set out in the STI Scorecard for FY24:
FY24 STI Scorecard Outcomes
MeasureWeightingPerformance
Weighted
Outcome
Safety10%0.0%
ThresholdTargetMaximum
TRIFR5%In response to the fatality, the Board has decided to reduce the safety measure outcome
in the FY24 STI to zero for all salaried employees eligible to participate in the program.
Leader Learning
Conversations
5%In response to the fatality, the Board has decided to reduce the safety measure outcome
in the FY24 STI to zero for all salaried employees eligible to participate in the program.
Financial80%71.8%
ThresholdTargetMaximum
NPATA35%NPATA performance was above the target.
Free cash flow25%Free cash flow performance was between the threshold and target.
Revenue secured20%Revenue secured was between the threshold and target.
Strategic Initiatives5%0.7%
ThresholdTargetMaximum
Cross selling5%Cross selling performance was between the threshold and target.
Sustainability5%5.4%
ThresholdTargetMaximum
Carbon emission intensity20%FY24 carbon emission intensity is above target
Outcome100%7 7. 9 %
of target (51.9% of maximum)
Based on the above, the table below presents the STI awarded to executive KMP with respect to performance in FY24:
Executive KMPTarget $Maximum $Awarded $
% of Target
Awarded
% of Maximum
Awarded
% of Maximum
Forfeited
Dean Banks1,190,0001,785,000927,01077.9%51.9%48.1%
Mark Fleming
1
424,672637,008330,81977.9%51.9%48.1%
1. Pro-rated for Mark Fleming from 22 February 2024 to 31 December 2024.
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5.5 Long Term Incentives
5.5.1 Grant of FY24 Long Term Incentive
Ventia applies performance conditions to determine the grant value of the LTI, as well as further performance metrics over
the vesting period.
The table below summarises Ventia’s FY24 LTI scorecard outcomes against the up-front measures and subsequent weighted
performance outcome.
FY24 LTI Scorecard Outcomes
Measure WeightingPerformance against measure
Weighted
OutcomeComments
Work in hand
33.3%
ThresholdTargetMaximum
16.8%Work in hand performance was between
threshold and target.
Pro forma cash
conversion ratio
33.3%
ThresholdTargetMaximum
22.0%Pro forma cash conversion ratio performance
was between threshold and target.
EPS CAGR
33.3%
ThresholdTargetMaximum
33.3%EPS CAGR performance exceeded the
maximum LTI target
Outcome100%72.1%
of maximum
Performance against the LTI scorecard resulted in 72.1% of maximum LTI opportunity for the executive KMP. The LTI awards will be
delivered to our executives in SARs, noting that shareholder approval was obtained at the 2024 Annual General Meeting in the case
of the MD & CEO.
These SARs are scheduled to vest in equal tranches over two, three and four years subject to threshold 15% ROE performance.
Sales restriction applies for executive KMP until the release of Ventia’s annual results for the applicable financial year
(approximately 14 months from vesting). Based on the above, the table below presents the value of LTI anticipated to be awarded
to executive KMP with respect to performance in FY24:
Executive KMP
LTI Grant Maximum %
of Fixed Remuneration
Maximum
$
Value to be Awarded
$
Dean Banks100%1,400,0001,009,400
Mark Fleming 80%660,000475,860
Further details on the operation of the LTI plan is set out in Section 4.3.
5.5.2 Vesting of FY22 Long Term Incentive
The first tranche of LTI awards under the FY22 LTI plan, to vest after two years, will be tested subject to service and
performance conditions to 31 December 2024. These awards, which represent one-third of the FY22 grant, are subject to
ROE performance over the FY24 financial year and share price appreciation over the vesting period i.e. following the release
of Ventia’s annual financial statements for FY22 to the release of the annual financial statements for FY24. As the outcome of
this measure is determined after the release of the FY24 Financial Results, the final vesting quantum will be disclosed in the
FY25 Remuneration Report. In future years we proposed to align the vesting period to the financial year which will enable
the outcome to be reported earlier.
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5.5.3 Legacy Ventia Executive Incentive Plan
The legacy Executive Incentive Plan (EIP) was put in place for the initial listing of Ventia in 2021 and has been run-off since then.
The following table summarises additional information for the EIP legacy arrangements that applied to Executive KMP in FY24.
FeatureDescription
Eligibility
Previously limited to select permanent employees, as determined by the Board
Opportunity
CEO
• Tranche 1: 3,000,000 EIP shares
• Tranche 2: 3,000,000 EIP shares
• Tranche 3: 3,000,000 EIP shares
Vehicle
EIP shares which converted to ordinary shares on completion of the IPO
Performance measures
• Time-based vesting for a portion of the EIP shares
• 30-day VWAP of the listed share price for a portion of the EIP shares
Vesting conditions
Tranche 1: Time-based vesting
Tranche 2: Time-based vesting
Tranche 3: Vested after the expiry of the escrow period on 24 February 2023 and the following
conditions are met:
• 50% of EIP shares vest upon completion of any 30-day period after the escrow period has expired
where the VWAP exceeds $1.94
• 50% of EIP shares vest upon completion of any 30-day period after the escrow period has expired
where the VWAP exceeds $2.94
Vesting period
• Tranche 1: 100% vested as of 31 December 2024
• Tranche 2: 60% vested as of 31 December 2024. Another 20% vested on 1 January 2025 and the
remaining 20% will vest on 1 January 2026.
• Tranche 3: 100% vested as of 31 December 2024
During FY24, the hurdles relating to 1,000,000 (Tranche 1) and 600,000 (Tranche 2) of Dean Banks’ total EIP shares were met. EIP
entitlements for Stuart Hooper were fully vested as of 31 December 2023 and disclosed in Ventia's FY23 Remuneration Report.
Pictured: Ventia graduate presenting their work at our office in Cremorne, Vic
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6. Non-Executive Director fees
6.1 Committee fees
Non-Executive Directors receive a base fee for their contribution to the Board and an additional fee for participation in Board
Committees (excluding the Board Chair who does not receive any Committee fees). The Non-Executive Directors do not
participate in any incentive plans or receive any retirement benefits other than statutory superannuation contributions.
Non-Executive Director fees are reviewed annually by the People and Remuneration Committee having regard to companies
operating in similar industries to Ventia and are externally benchmarked every two years. The following table sets out Non-
Executive Director fees for FY24 (exclusive of superannuation). Non-Executive Director base fees for FY25 will increase by 3.9%.
No
change will be made to the Chairman's fees in FY25.
CommitteeChair $Member $
Board base fee350,000180,000
Audit, Risk and Compliance Committee35,00015,000
People and Remuneration Committee25,00015,000
Safety and Sustainability Committee25,00015,000
Business Development and Digital Committee25,00015,000
Nominations CommitteeNo feeNo fee
6.2 Non-Executive Director fee sacrifice plan
Non-Executive Directors may elect to sacrifice part or all of their base fee to acquire share rights to assist with meeting their
minimum shareholding requirements (see Section 4.5). On vesting and exercise of each share right, a participating Non-Executive
Director receives a fully paid ordinary share in Ventia which is subject to dealing restrictions for a period of time nominated by the
Non-Executive Director (between 3 to 15 years). The number of share rights to be issued is calculated by dividing the amount of
base fee that the Non-Executive Directors wishes to sacrifice by the VWAP of ordinary shares over the 5 trading day period ending
on the day before the grant date of the share rights. During FY24, no Non-Executive Directors elected to participate in the plan.
6.3 Maximum fee pool
The maximum fee pool limit is $2,000,000 per annum (exclusive of superannuation) as approved by shareholders at the time
of the Initial Public Offering. Total fees (exclusive of superannuation) paid to Directors for the year ended 31 December 2024
amounted to $1,568,451 (FY23: $1,437,702).
Pictured: Members of Ventia's team in Brisbane next to one of our hybrid vehicles as part of our transitioning fleet
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VENTIA ANNUAL REPORT 2024 |
7. Remuneration governance
7.1 Governance framework
The Board oversees the management of Ventia’s business and interacts with different bodies to ensure the appropriate
governance of the Company. Accordingly, the Board has created a framework for managing the Company, including
adopting relevant internal controls, risk management processes and corporate governance policies and practices that it
believes are appropriate for the Company’s business and that are designed to promote the responsible management and
conduct of the Company. Below is an overview of the governance framework:
Board
The Board is responsible for:
• approving Ventia’s Remuneration Framework
• ensuring that the quantum of remuneration for the Non-Executive Directors and the Executive Leadership Team is
competitive, fair and aligned with Ventia’s strategic objectives and long-term interests
• application of overarching discretion with respect to awards made under Ventia’s incentive plans.
People and Remuneration
Committee (PRC)
The objective of the Committee is to assist the Board
in the effective discharge of its responsibilities as they
relate to people and remuneration matters (other than
matters within the remit of the Safety and Sustainability
Committee). The PRC operates under its own charter and
its responsibilities include advising the Board on:
• remuneration framework and policies for the
Company's Non-Executive Directors and executives and
ensuring its alignment with Ventia’s strategy
• Executive Leadership Team succession and
talent development
• Executive Leadership Team terms of appointment
• remuneration outcomes for the Executive
Leadership Team.
External consultants
Where appropriate, the Board, PRC and management may consult
external remuneration advisors. When such external remuneration
advisors are selected, potential conflicts of interest are considered.
Advisors’ terms of engagement regulate their access to, and (where
required) set out their independence from, members of Ventia.
During FY24, Ventia did not receive any remuneration
recommendations as defined in section 9B of the
Corporations Act 2001.
Management
The role of management is to
support the Board with making
remuneration related decisions.
• Management provides the Board
with the relevant information
and analysis required to support
decision making, including
for remuneration-related
considerations.
Safety and Sustainability
Committee
Supports the PRC and advises the Board on:
• determining targets and reviewing
outcomes against the Safety and
Sustainability measures in Ventia’s
incentive plans.
Audit, Risk and Compliance
Committee
Supports the PRC and advises the Board on:
• risks and compliance matters affecting
remuneration outcomes
• reviewing financial outcomes which form the
basis for determining awards under Ventia’s
incentive plans.
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7.2 Securities Trading Policy
The Company’s Securities Trading Policy (and the law) prohibit employees from dealing in the Company’s securities while
in possession of material non-public information relevant to the entity. The policy also prohibits entry into transactions in
associated products that limit the economic risk of participating in unvested entitlements under equity-based remuneration
schemes. In addition, nominated employees, including KMP, are prohibited from dealing in the Company’s securities outside
prescribed trading periods.
7.3 Hedging provisions
Executives and Non-Executive Directors are prohibited from trading financial products while in possession of material non-public
information, and from hedging their exposure to vested or unvested Ventia equity.
Pictured: Ventia employee from our Rig & Well Services team at our workshop in Withcott, Qld
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8. Additional statutory disclosures
8.1 Statutory remuneration outcomes for KMP
8.1.1 Statutory executive remuneration
The table below provides the statutory remuneration disclosures for Executive KMP in FY24 and FY23. Amounts are prepared in
accordance with Australian Accounting Standards.
Short-Term Benefits
Post-
Employ-
ment
BenefitsLong-Term Benefits
Executive
KMPYear
Salary
$
Awarded
Cash STI
$
Other
Cash
Bonus
$
Te r m -
ination
benefits
$
Non-
monetary
benefits
$
Annual
Leave
$
Super-
annuation
$
Equity
Awards
$
Long
Service
Leave
$
Tot a l
$
%
At
Risk
Dean Banks
FY241,371,334463,505––14,7967, 4 8128,6651,072,66518,6872,977,13351.6
FY231,323,654638,584––28,50523,57826,3461,249,9342,9423,293,54357.3
Mark Fleming
FY24682,392165,410––65817, 6 5 524,860101,095–992,07026.9
FY23–––––––––––
Stuart
Hooper
FY24113,226––386,301140(103,089)4,015108,522(18,74 8)490,36722.1
FY23773,654267,120––652(64,419)26,346269,82133,5081,306,68241.1
Tot a l
FY242,166,952628,915–386,30115,594(7 7, 9 5 3)57, 5 4 01,282,282(61)4,459,570
42.9
FY232,097,308905,704––29,157(40,841)52,6921,519,75536,4504,600,22552.7
8.1.2 Remuneration paid to Non-Executive Directors
The table below outlines the remuneration paid to Non-Executive Directors in FY24 and FY23:
Short-Term Benefits
Post-
Employment
Benefits
Year
Director
Fees
$
Non-Monetary
Benefits
$
Super-
annuation
$
To t a l
$
David Moffatt
FY243 97, 5 8 7–28,665426,252
FY23393,276–26,346419,622
Jeff Forbes
FY24247,587–27, 8 47275,434
FY23243,276–26,346269,622
Lynne Saint
FY24247,587–27, 8 47275,434
FY23243,276–26,346269,622
Sibylle Krieger
FY24236,595–26,613263,208
FY23233,937–25,148259,085
Anne Urlwin
FY24236,595–26,613263,208
FY23233,937–25,148259,085
Kevin Crowe
1,3
FY24––––
FY23––––
Damon Rees
2
FY24202,500–22,838225,338
FY2390,000–9,90099,900
To t a l
FY241,568,451–160,4231,7 28, 874
FY231,437,702–139,2341,576,936
1. Nominee directors of the former two major shareholders do not receive Board membership or Committee fees.
2. Damon Rees commenced his directorship on 1 July 2023.
3. Kevin Crowe ceased his role as director effective on 21 February 2024.
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8.2 Equity instruments: KMP ordinary shareholding
8.2.1 Holding of ordinary shares and other equity instrument in Ventia
The table below outlines the holding of ordinary shares and other equity instruments of KMP in FY24 and FY23:
FY24
NameType of Instruments
Balance at
start of year
Granted/
acquired
during year
11
Sold
during year
Exercised
during year
Cessation
as KMP
10
Balance at
end of year
Non-Executive
Directors
David MoffattOrdinary shares
1,2
9,962,179––––9,962,179
Jeff ForbesOrdinary shares
2
126,470––––126,470
Lynne SaintOrdinary shares
2
88,235––––88,235
Sibylle KriegerOrdinary shares105,882––––105,882
Anne UrlwinOrdinary shares106,955––––106,955
Kevin Crowe
3
Ordinary shares––––––
Damon Rees
12
Ordinary shares–40,000–––40,000
Executives
Dean BanksOrdinary shares
2,4
9,000,00073,180(1,500,000)––7,573,180
FY22 LTI - Share
appreciation rights
6
1,325,675––––1,325,675
FY22 STI - Share rights
7
138,785––(69,393)–69,392
FY23 LTI – Share
appreciation rights
8
–732,091–––732,091
FY23 STI – Share rights
9
–168,807–––168,807
Mark FlemingOrdinary shares–––––
–
Stuart HooperOrdinary shares
2,5
2,310,36330,612––(2,340,975)–
FY22 LTI - Share
appreciation rights
6
628,468–––(628,468)–
FY22 STI - share rights
7
58,054––(29,027)(29,027)–
FY23 LTI – Share
appreciation rights
8
347,066––(347,066)–
FY23 STI – Share rights
9
70,612––(70,612)–
To t a lOrdinary shares21,700,084143,792(1,500,000)–(2,340,975)18,002,901
FY22 LTI - Share
appreciation rights
1,954,143–––(628,468)1,325,675
FY22 STI - Share rights196,839––(98,420)(29,027)69,392
FY23 LTI – Share
appreciation rights
–1,079,157––(347,066)732,091
FY23 STI – Share rights–239,419––(70,612)168,807
1. David Moffatt’s fully vested EIP shares were converted to ordinary shares on completion of the IPO and were in escrow until February 2023 free from further vesting conditions.
2. Includes shares held indirectly through a nominee or agent (e.g. family trust).
3. On 21 February 2024, Kevin Crowe resigned from his position as NED. In FY24, the balance represents shareholding at the date of resignation.
4. Dean Banks’ EIP shares were converted to ordinary shares on completion of the IPO. As of 31 December 2024, 1,200,000 shares remained subject to vesting conditions.
600,000 shares vested on 1 January 2025 and 600,000 shares will vest on 1 January 2026.
5. Stuart Hooper’s EIP shares were converted to ordinary shares on completion of the IPO. As of 31 December 2023, the EIP shares have all vested.
6. The Share Appreciation Rights were granted in accordance with the FY22 LTI plan and vest in equal tranches on 31 December 2024, 31 December 2025 and 31 December 2026.
The fair values at date of grant per unit of each tranche were $0.47, $0.55 and $0.59 respectively. Participants will be entitled to receive dividend equivalents in additional
shares to the value of dividends that would have been received on shares delivered on vested SARs had those shares been held since the grant date of the SARs.
7. The share rights were granted in accordance with the FY22 STI plan. 50% of share rights vested on 31 December 2023. The remaining 50% vested on 31 December 2024
with allocation of shares with Board approval following the release of FY24 results. The fair value at the date of grant was $2.79 per unit. Participants will be entitled to
receive dividend equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested share rights had those shares
been held since the grant date of the share rights.
8. The Share Appreciation Rights were granted in accordance with the FY23 LTI plan and will vest in equal tranches on 31 December 2025, 31 December 2026 and
31 December 2027. The fair values at the date of grant per unit of each tranche were $0.50, $0.56 and $0.60 respectively. Participants will be entitled to receive dividend
equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested SARs had those shares been held since the grant
date of the SARs.
9. The share rights were granted in accordance with the FY23 STI plan. 50% of share rights vested on 31 December 2024 with the allocation of shares with Board approval
following release of FY24 results. The remaining 50% will vest on 31 December 2025 with the allocation of shares with Board approval following release of the FY25 results.
The fair value at the date of grant was $2.67 per unit. Participants will be entitled to receive dividend equivalents in additional shares to the value of dividends that would
have been received on Shares delivered on vested share rights had those shares been held since the grant date of the share rights.
10. Stuart Hooper exited the business on 28 March 2024.
11. Shares granted to Dean Banks and Stuart Hooper included shares granted for dividend equivalents upon exercise of FY22 STI. The numbers of shares granted as a
result of dividend equivalents for Dean Banks and Stuart Hooper were 3,787 and 1,585 respectively. The grant of FY23 LTI Share appreciation rights to Dean Banks was
approved at the Annual General Meeting of the Company held on 23 May 2023 and this approval was for all purposes, including ASX Listing Rule 10.14.
12. Damon Rees acquired his shares through on-market trade.
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VENTIA ANNUAL REPORT 2024 |
FY23
NameType of Instruments
Balance at
Start of Year
Acquired
on Market
Grant
during Year
Balance
at End of
Year
Non-Executive Directors
David MoffattOrdinary shares
1,2
9,962,179––9,962,179
Jeff ForbesOrdinary shares
2
126,470––126,470
Lynne SaintOrdinary shares
2
88,235––88,235
Sibylle KriegerOrdinary shares105,882––105,882
Anne UrlwinOrdinary shares106,955––106,955
Kevin Crowe
3
Ordinary shares––––
Damon ReesOrdinary shares––––
Executives
Dean BanksOrdinary shares
2,4
9,000,000––9,000,000
FY22 LTI – Share appreciation rights
6
––1,325,6751,325,675
FY22 STI – Share rights
7
––138,785138,785
Stuart HooperOrdinary shares
2,5
2,310,363––2,310,363
FY22 LTI – Share appreciation rights
6
––628,468628,468
FY22 STI – share rights
7
––58,05458,054
To t a lOrdinary shares21,700,084––21,700,084
FY22 LTI – Share appreciation rights––1,954,1431,954,143
FY22 STI – Share rights––196,839196,839
1. David Moffatt’s fully vested EIP shares were converted to ordinary shares on completion of the IPO and were in escrow until February 2023 free from further
vesting conditions.
2. Includes shares held indirectly through a nominee or agent (e.g. family trust).
3. On 21 February 2024, Kevin Crowe resigned from his position as NED. In FY24, the balance represents shareholding at the date of resignation.
4. Dean Banks’ EIP shares were converted to ordinary shares on completion of the IPO. As of 31 December 2024, 1,200,000 shares remained subject to vesting conditions.
600,000 shares vested on 1 January 2025 and 600,000 shares will vest on 1 January 2026.
5. Stuart Hooper’s EIP shares were converted to ordinary shares on completion of the IPO. On 31 December 2023, the EIP shares had all vested.
6. The Share Appreciation Rights were granted in accordance with the FY22 LTI plan and vest in equal tranches on 31 December 2024, 31 December 2025 and
31 December 2026. The fair value at date of grant per unit of each tranche was $0.47, $0.55 and $0.59 respectively. Participants will be entitled to receive dividend
equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested SARs had those shares been held since the grant
date of the SARs.
7. The share rights were granted in accordance with the FY22 STI plan. 50% of share rights vested on 31 December 2023. The remaining 50% vested on 31 December 2024
with allocation of shares with Board approval following the release of FY24 results. The fair value at the date of grant was $2.79 per unit. Participants will be entitled to
receive dividend equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested share rights had those shares
been held since the grant date of the share rights.
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Auditor’s Independence Declaration
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VENTIA ANNUAL REPORT 2024 |
Pictured: Members of our integrated facilities management team on site at a housing contract, NSW
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| FINANCIAL REPORT
Financial
report
for the year ended 31 December 2024
Contents
Consolidated Financial Statements
Consolidated Statement of Profit or Loss
and Other Comprehensive Income 122
Consolidated Statement of Financial Position 123
Consolidated Statement of Changes in Equity 124
Consolidated Statement of Cash Flows 125
Notes to the Consolidated Financial Statements 126
Consolidated Entity Disclosure Statement 166
Directors’ Declaration 168
Independent Auditor’s Report 169
Notes to the Consolidated Financial Statements 126
1.Basis of preparation126
1.1 Basis of preparation 126
1.2 Material accounting policies 126
1.3 Key estimates and judgements 127
2.Group performance128
2.1 Revenue 128
2.2 Expenses 130
2.3 Segment disclosures 130
2.4 Finance costs 132
2.5 Employee benefit expense 133
3.Assets and liabilities 133
3.1 Trade and other receivables and contract assets 133
3.2 Leases 134
3.3 Property, plant and equipment 136
3.4 Intangible assets 137
3.5 Goodwill 138
3.6 Impairment of non-financial assets 138
3.7 Income tax 139
3.8 Trade and other payables and contract liabilities 141
3.9 Employee benefit liabilities 142
3.10 Provisions 142
4.Capital structure, financing and risk management 144
4.1 Earnings per share 144
4.2 Dividends 144
4.3 Share capital 145
4.4 Reserves 145
4.5 Cash and cash equivalents 149
4.6 Borrowings 150
4.7 Financial risk management 151
4.8 Commitments for capital expenditure 155
4.9 Receivable finance arrangements 155
5.Group structure156
5.1 Business combinations 156
5.2 Equity accounted investments 157
5.3 Joint operations 158
5.4 Subsidiaries 159
5.5 Parent entity information 162
5.6 Related parties 163
6.Other 164
6.1 Contingent liabilities 164
6.2 Auditors’ remuneration 165
6.3 Events after the reporting period 165
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VENTIA ANNUAL REPORT 2024 |
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 December 2024
Note
2024
$’m
2023
$’m
Revenue2.16,105.55,676.4
Expenses2.2(5,609.3)(5,214.8)
Share of profits of joint ventures5.23.13.6
Earnings before interest, income tax, depreciation and amortisation499.3465.2
Depreciation expense3.2, 3.3(105.6)(106.6)
Amortisation expense3.4(33.0)(39.1)
Earnings before interest and income tax360.7319.5
Finance costs2.4(58.8)(55.6)
Interest income11.16.2
Profit before income tax313.0270.1
Income tax expense3.7(92.8)(80.3)
Profit after income tax220.2189.8
Earnings per share (cents)
Basic earnings per share4.125.7422.19
Diluted earnings per share4.125.4822.01
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign exchange translation differences4.4(3.5)(0.5)
Cash flow hedges:
– G ains/(losses) arising on change in the fair value of hedging instruments4.42.9(2.0)
– C umulative gains reclassified to profit or loss4.4(6.7)(4.5)
– I ncome tax effect of items above4.41.22.0
Total cash flow hedges(2.6)(4.5)
Other comprehensive loss(6.1)(5.0)
Total comprehensive income214.1 184.8
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying Notes to the Consolidated Financial Statements.
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Consolidated Statement of Financial Position
as at 31 December 2024
Note
31 December
2024
$’m
31 December
2023
$’m
Current assets
Cash and cash equivalents4.5392.8338.7
Trade and other receivables3.1351.6371.6
Contract assets3.1519.1529.7
Inventories45.646.8
Current tax assets3.7–11.1
Derivative assets4.70.55.5
Total current assets1,309.61,303.4
Non-current assets
Trade and other receivables3.118.815.0
Equity accounted investments5.29.28.4
Deferred tax assets3.7179.8192.2
Right-of-use assets3.2134.0124.4
Property, plant and equipment3.3157.5142.3
Intangible assets3.433.252.8
Goodwill3.51,099.71,095.1
Total non-current assets1,632.21,630.2
To t a l a s s e t s2,941.82,933.6
Current liabilities
Trade and other payables3.8595.3658.8
Contract liabilities3.8351.2347.0
Employee benefit liabilities3.9162.4155.0
Provisions3.1044.330.3
Lease liabilities3.24 6.746.2
Current tax liabilities3.712.91.9
Total current liabilities1,212.81,239.2
Non-current liabilities
Trade and other payables3.82.8–
Contract liabilities3.862.065.8
Employee benefit liabilities3.975.976.9
Provisions3.10115.1145.7
Derivative liabilities4.71.52.7
Lease liabilities3.297.187.3
Borrowings4.6743.7745.8
Total non-current liabilities1,098.11,124.2
Total liabilities2,310.92,363.4
Net assets630.9
570.2
Equity
Share capital4.3374.5374.5
Reserves4.4(38.0)(35.9)
Retained earnings294.4231.6
Total equity630.9570.2
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
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VENTIA ANNUAL REPORT 2024 |
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
2024Note
Share
Capital
$’m
Reserves
$’m
Retained
Earnings
$’m
To t a l
$’m
Balance at 1 January 2024374. 5(35.9)231.6570.2
Total comprehensive income
Profit after income tax––220.2220.2
Other comprehensive loss–(6.1)–(6.1)
Total comprehensive income–(6.1)220.2214.1
Transactions with owners
Dividends paid4.2––(158.6)(158.6)
Share-based payments4.4–4.01.25.2
Total transactions with owners–4.0(1 57. 4)(153.4)
Balance at 31 December 2024374. 5(38.0)294.4630.9
2023Note
Share
Capital
$’m
Reserves
$’m
Retained
Earnings
$’m
To t a l
$’m
Balance at 1 January 2023374. 5(35.0)181.4520.9
Total comprehensive income
Profit after income tax––189.8189.8
Other comprehensive loss–(5.0)–(5.0)
Total comprehensive income–(5.0)189.8184.8
Transactions with owners
Dividends paid4.2––(139.9)(139.9)
Share-based payments4.4–4.10.34.4
Total transactions with owners–4.1(139.6)(135.5)
Balance at 31 December 2023374. 5(35.9)231.6570.2
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
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Consolidated Statement of Cash Flows
for the year ended 31 December 2024
Note
2024
$’m
2023
$’m
Cash flows from operating activities
Receipts from customers6,769.76,309.0
Payments to suppliers and employees(6,315.8)(5,897.1)
Dividends received from joint ventures2.31.0
Operating cash flow before interest and tax456.2412.9
Interest received11.16.2
Payments for the interest component of lease liabilities3.2.2(7.1)(6.7)
Interest and other costs of finance paid(45.0)(48.3)
Income tax paid(59.0)(58.2)
Net cash generated from operating activities4.5.2356.2305.9
Cash flows from investing activities
Payments for business combination, net of cash acquired5.1(11.9)–
Proceeds from sale of property, plant and equipment1.66.2
Payments for acquisition of intangible assets(13.4)(10.9)
Payments for acquisition of property, plant and equipment(55.6)(40.0)
Net cash used in investing activities(79.3)(4 4.7)
Cash flows from financing activities
Repayments of principal component of lease liabilities3.2.2(59.0)(62.2)
Dividends paid4.2(158.6)(139.9)
Transaction costs paid for refinancing4.6.2(4.8)-
Net cash used in financing activities(222.4)(202.1)
Net increase in cash and cash equivalents54.559.1
Cash and cash equivalents at start of year338.7280.0
Effect of movements in exchange rates on cash and cash equivalents(0.4)(0.4)
Cash and cash equivalents at end of year4.5392.8338.7
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
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VENTIA ANNUAL REPORT 2024 |
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
1. Basis of preparation
1.1 Basis of preparation
Ventia Services Group Limited (Company) is a for-profit company limited by shares, incorporated and domiciled in Australia.
The address of the Company’s registered office and principal place of business is:
Level 8, 80 Pacific Highway
North Sydney
NSW 2060, Australia.
The Consolidated Financial Statements as at and for the year ended 31 December 2024 comprise the Company and its subsidiaries
(together referred to as the Group and individually as Group entities).
The Consolidated Financial Statements were authorised for issue by the Board of Directors on 18 February 2025. The Consolidated
Financial Statements were prepared on the going concern basis of accounting.
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191, dated 24 March 2016, and in accordance with that Instrument, amounts in the Directors’ Report and the Consolidated
Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing
hundreds of thousands of dollars, unless otherwise indicated.
The Consolidated Financial Statements have been prepared on the historical cost basis except for derivative financial instruments
and contingent consideration, which are measured at fair value.
The Consolidated Financial Statements are presented in Australian dollars.
The accounting policies have been applied consistently to all periods presented in the Consolidated Financial Statements.
The Consolidated Financial Statements are general purpose financial statements that have been prepared in accordance with the
Corporations Act 2001, and Australian Accounting Standards and Interpretations.
Compliance with Australian Accounting Standards ensures that the Financial Report complies with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently, this Financial Report
has been prepared in accordance with and complies with IFRS as issued by the IASB.
1.2 Material accounting policies
1.2.1 Basis of consolidation
The Consolidated Financial Statements incorporate the assets, liabilities, and results of all subsidiaries as at and for the year
ended 31 December 2024. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or
has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity.
Results of controlled entities are included in the Consolidated Statement of Profit or Loss from the date control is obtained and
excluded from the date the entity is no longer controlled. Intragroup balances and transactions, and any unrealised gains or losses
arising from intragroup transactions, are eliminated in preparing the Consolidated Financial Statements.
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| FINANCIAL REPORT
1.2.2 Currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (functional currency). The Consolidated Financial Statements are presented
in Australian dollars (AUD), which is the Company’s functional currency.
1.2.3 New and revised standards adopted by the Group
The Group has applied new and revised accounting standards and amendments that are mandatorily effective for an
accounting period that begins on or after 1 January 2024, as follows:
• AASB 2022-5 Amendments to Australian Accounting Standards – Lease Liability in a Sale and Leaseback;
• AASB 2020-1, AASB 2020-6 and AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities
with Covenants; and
• AASB 2023-1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements
These new and amended standards have not had any material impact on the disclosures or on the amounts recognised
in the Consolidated Financial Statements.
1.2.4 New and revised standards in issue but not yet effective
Below is a list of the new and revised standards in issue but not yet effective that are applicable to the Group.
• AASB S2 Climate-related Disclosure; and
• AASB 18 Presentation and Disclosures in Financial Statements.
These new and revised standards have not yet been adopted by the Group. The application of these may have an impact
on the Group’s Consolidated Financial Statements in future periods.
1.2.5 Other accounting policies
Material and other accounting policies that summarise the measurement basis used and are relevant to the understanding
of the Consolidated Financial Statements are provided throughout the notes.
1.3 Key estimates and judgements
In the application of the Company’s accounting policies, which are described below, the Directors of the Company are required
to make estimates and judgements about the carrying amounts of assets and liabilities that are not readily apparent from
other sources. Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectation of future events that may have a financial impact on the Group and are believed to be reasonable under
the circumstances. Actual results may differ from these estimates. Revisions to estimates are recognised in the year in which the
estimate is revised and in any future year affected.
Estimates and judgements made in the application of accounting standards that could have a significant effect on the
Consolidated Financial Statements with a risk of adjustment in the next year are as follows:
• Revenue recognition (Note 2.1);
• Impairment of non-financial assets (Note 3.6); and
• Provisions and contingent liabilities (Note 3.10 and Note 6.1).
127
VENTIA ANNUAL REPORT 2024 |
2. Group performance
2.1 Revenue
Disaggregation of revenue by contract profiles
2024
$’m
2023
$’m
Schedule of Rates4,346.84,159.9
Cost Reimbursable1,229.31,056.3
Fixed Price529.4460.2
Total revenue6,105.55,676.4
Revenue of $347.0 million (2023: $283.9 million) recognised in 2024 was included in the contract liabilities balance as at the
beginning of the year.
Material accounting policies
Recognition and measurement
Revenue earned from the provision of services to entities outside the Group is presented net of the amount of GST.
The Group provides operations and maintenance services, soft and hard facilities management, environmental services,
minor capital works and other solutions.
In general, the revenue is recognised in the profit or loss as the services are provided, when the customer simultaneously
receives and consumes the benefits provided by the entity’s performance of the service, as the entity performs.
The Group enters into client contracts with relatively long-term durations under various contract profiles, including
Schedule of Rates, Cost Reimbursable and Fixed Price. These contract profiles are defined as:
Contract ProfileContract Profile Description
Schedule of Rates Contracts that predominantly have a combination of:
1) u nit pricing; and
2) v ariable volume of works typically based on work activities or number of client assets maintained.
Overheads are often paid as a fixed monthly component of the fee.
Contracts for the delivery of recurring services where the fees chargeable to the client are subject
to an annual price escalation and/or where the fees chargeable are subject to a volume adjustment
mechanism are classified as Schedule of Rates.
Cost ReimbursableContracts that are predominantly structured to pass the actual costs through to the client plus
a margin.
Fixed PriceContracts that predominantly have a fixed price (subject to variations) for an agreed outcome,
meaning that the Group is paid for a proportion of works as they are performed, where the overall
price is fixed and is not affected by the cost of delivery.
Progress payments by the client are made either monthly or as a lump sum once a completion
milestone has been reached.
With respect to the method for recognising revenue over time (i.e. the method for measuring progress towards complete
satisfaction of a performance obligation), the Group has established certain criteria that are applied consistently for similar
performance obligations:
• The majority of the Group’s contracts are contracts with a Schedule of Rates profile where benefit is transferred to the
customer as the services are delivered. Therefore, in most cases, revenue will be recognised using an output method with
revenue linked to the deliverables provided to the customer;
• In Fixed Price contracts that provide highly interrelated goods or services to produce a combined output, the applicable
output method is that of surveys of performance completed to date (or measured units of production). Under this method,
the revenue recognised represents the amount of work performed, valued at unitary prices;
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Material accounting policies continued
Recognition and measurement continued
• For contracts with a Cost Reimbursable profile, revenue will be recognised when the underlying costs are incurred; and
• Only in those contracts that are not for routine or recurring services, and where the unit price of the goods and services to
be performed cannot be determined, the percentage of completion measured in terms of the costs incurred (input method)
is used to recognise revenue.
Variable consideration
It is common for contracts to include performance bonuses or penalties assessed against the timeliness or cost effectiveness
of work completed or other performance-related key performance indicators. Where consideration in respect of a contract is
variable, the expected value of revenue is only recognised when it is highly probable that a significant reversal of revenue will
not occur.
Contract modification
When a modification to an existing contract is approved, the Group first assesses whether it adds distinct goods or services
to the existing contract that are priced commensurate with the stand-alone selling prices for those goods or services. If this
is the case, then the modification is accounted for prospectively as a separate contract. If the pricing is not commensurate
with the stand-alone selling prices for the goods or services and the new goods or services are not distinct from those in the
original contract, then this is considered to form part of the original contract. Pricing is updated for the entirety of the revised
contract and any historic adjustments recorded as a result are recognised as a cumulative catch-up in profit or loss. If the
pricing is not commensurate with the stand-alone selling prices for the goods or services and the new goods or services are
distinct from those in the original contract, then this is considered to represent the termination of the original contract and
the creation of a new contract, which is accounted for prospectively from the date of modification.
Principal versus agent considerations
For contracts where a third party (for example, a subcontractor) is involved in providing services, the Group determines
whether it is acting as a principal or an agent. The Group acts as a principal if it controls the specified good or service before
that service is transferred to a customer.
Contract fulfilment costs
Costs incurred prior to the commencement of a contract may arise due to mobilisation/site set-up costs, feasibility studies,
environmental impact studies and preliminary design activities as these are costs incurred to fulfil a contract. Where these
costs are expected to be recovered, they are capitalised and amortised over the course of the contract consistent with the
transfer of service and asset to the customer. Where the costs, or a portion of these costs, are reimbursed by the customer,
the amount received is recognised as contract liabilities and allocated to the performance obligations within the contract and
recognised as revenue over the course of the contract.
Significant financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to
the customer and timing of payment represents a significant financing component. Therefore, the Group does not adjust any
of the transaction prices for the time value of money.
Onerous contracts
Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it. The onerous contracts provision is discounted using a pre-tax
rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Key estimates and judgements
Significant judgement is required in estimating the variable consideration, which is only recognised to the extent it is highly
probable that a significant revenue reversal will not occur. The Group assesses these requirements on a periodic basis
when estimating the variable consideration to be included in the transaction price. The estimate is based on all available
information, including historic performance.
129
VENTIA ANNUAL REPORT 2024 |
2.2 Expenses
2024
$’m
2023
$’m
Employee benefits (Note 2.5)2,050.72,064.2
Subcontractors2,886.52,560.6
Materials4 47. 0425.3
Other225.1164.7
Total expenses excluding interest, tax, depreciation and amortisation5,609.35,214.8
2.3 Segment disclosures
2.3.1 Operating segment reporting
Operating segments have been identified based on separate financial information that is regularly reviewed by the Group Chief
Executive Officer, who is also the chief operating decision maker (CODM). The identification of operating segments is based on
the nature of services provided. The Group operates in the following operating segments, which are equivalent to its reportable
segments under AASB 8 Operating Segments:
Operating SegmentsSegment Description
Defence and Social InfrastructureProvides maintenance and support services to public and private customers operating across
defence, social infrastructure (education, health and state government), housing and community,
local government and critical infrastructure.
Infrastructure Ser vicesSupports the ongoing operation and maintenance of infrastructure, including utilities
(energy networks, renewables assets and water), resources and industrial assets (mining and
manufacturing) and resources development. The segment also provides complex and large-scale
environmental remediation and rehabilitation services.
TelecommunicationsProvides end-to-end service capabilities spanning design, supply, construction, installation,
commissioning and maintenance of fibre optic, mobile and critical telecommunications networks
and infrastructure.
Tr a n s p o r tProvides maintenance, project delivery and technology solutions to owners and operators of
motorways and tunnels, road networks, rail, ports, airports, and public transport systems across
Australia and New Zealand.
The revenue and EBITDA of each segment form the primary basis of all management reporting to the CODM.
2024
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Te l e -
communications
$’m
Tr a n s p o r t
$’m
To t a l
$’m
Segment revenue2,579.41,316.71,577.0632.46,105.5
Segment EBITDA180.6109.9199.646.3536.4
2023
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Te l e -
communications
$’m
Tr a n s p o r t
$’m
To t a l
$’m
Segment revenue2,357.71,306.11,375.8636.85,676.4
Segment EBITDA160.4115.6173.145.1494.2
130
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Reconciliation of segment EBITDA to profit after income tax
2024
$’m
2023
$’m
Segment EBITDA536.4494.2
Depreciation(105.6)(106.6)
Corporate costs, including amortisation of computer software(59.2)(50.7)
EBIT before amortisation of acquired intangible assets371.6336.9
Amortisation of acquired intangible assets
1
(10.9)(17.4)
Earnings before interest and income tax360.7319.5
Finance costs(58.8)(55.6)
Interest income11.16.2
Profit before income tax313.0270.1
Income tax expense(92.8)(80.3)
Profit after income tax220.2189.8
1. Amortisation of acquired intangible assets relating to customer contracts and relationships acquired as part of the acquisitions of BRS Holdco Pty Ltd (Broadspectrum)
and Kordia Solutions Pty Ltd.
Other segment information
31 December 2024
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Te l e -
communications
$’m
Tr a n s p o r t
$’m
Corporate
$’m
To t a l
$’m
Segment assets573.6778.6815.7182.2591.72,941.8
Segment liabilities311.3271.3415.82 97.71,014.82,310.9
31 December 2023
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Te l e -
communications
$’m
Tr a n s p o r t
$’m
Corporate
$’m
To t a l
$’m
Segment assets596.0779.0854.3192.8511.52,933.6
Segment liabilities337.9247.3483.6312.4982.22,363.4
2024
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Te l e -
communications
$’m
Tr a n s p o r t
$’m
Corporate
$’m
To t a l
$’m
Depreciation
expense
14.350.912.612.115.7105.6
Amortisation
expense
1.4–––31.633.0
Share of profits of
joint ventures
–0.8–1.60.73.1
2023
Defence
and Social
Infrastructure
$’m
Infrastructure
Services
$’m
Te l e -
communications
$’m
Tr a n s p o r t
$’m
Corporate
$’m
To t a l
$’m
Depreciation
expense
15.343.012.811.124.4106.6
Amortisation
expense
0.40.10.4–38.239.1
Share of profits of
joint ventures
–0.1–2.01.53.6
131
VENTIA ANNUAL REPORT 2024 |
132
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Major customers
In 2024 and 2023, only one customer in the Defence and Social Infrastructure segment contributed more than 10% of the Group’s
total revenue.
2.3.2 Geographical information
The table below provides information on the geographical location of revenue and non-current assets. Total revenue is allocated
to a geography based on the location in which the sales originated. Non-current assets are allocated based on the location of the
operation to which they relate.
AustraliaNew ZealandTo t a l
2024
$’m
2023
$’m
2024
$’m
2023
$’m
2024
$’m
2023
$’m
Revenue5,558.65,137.9546.9538.56,105.55,676.4
Total non-current assets1,530.71,550.1101.580.11,632.21,630.2
Material accounting policies
Segment revenues and expenses are those that are directly attributable to a segment and the relevant portion that can be
allocated to the segment on a reasonable basis. The types of activities from which segments derive revenue are described
above. The accounting policies used in the Group in reporting segments internally are the same as those contained in the
Consolidated Financial Statements and are consistent with those of the prior period. Given revenue within each segment is
derived from rendering of similar services, no further split of revenue by products or service is reported.
Performance is measured on segment EBITDA (earnings before interest, income tax, depreciation and amortisation).
The segment EBITDA includes the allocation of overhead that can be directly attributable to an individual business segment.
The following items are not allocated to segments as they are not considered part of the core operations of any segment:
• Corporate costs;
• Depreciation and amortisation;
• Interest income;
• Finance costs; and
• Income tax.
Segment assets and liabilities include tangible assets, intangible assets and working capital employed by the segments.
Corporate assets and liabilities represent centrally managed assets and liabilities, such as tangible assets and intangible
assets of head office, income tax balances and borrowings.
2.4 Finance costs
2024
$’m
2023
$’m
Interest paid and payable on bank facilities41.037.8
Amortisation of capitalised borrowing costs2.72.4
Bank guarantee costs and commitment fees8.08.7
Interest paid and payable on lease liabilities7.16.7
Total finance costs58.855.6
133
VENTIA ANNUAL REPORT 2024 |
2.5 Employee benefit expense
2024
$’m
2023
$’m
Short-term employee benefits1,879.61,914.6
Post-employment benefits156.4138.2
Share-based payments5.24.4
Termination benefits9.57. 0
Total employee benefit expense2,050.72,064.2
3. Assets and liabilities
3.1 Trade and other receivables and contract assets
2024
$’m
2023
$’m
Current
Trade receivables, net of expected credit losses296.3312.2
Prepayments and other receivables50.153.6
Amounts receivable from related parties (Note 5.6)5.25.8
Total current trade and other receivables351.6371.6
Non-current
Prepayments and other receivables13.96.7
Amounts receivable from related parties (Note 5.6)4.98.3
Total non-current trade and other receivables18.815.0
Total trade and other receivables370.4386.6
2024
$’m
2023
$’m
Current
Contract assets519.1529.7
Total contract assets519.1529.7
Material accounting policies
Trade and other receivables and contract assets
Trade receivables represent the invoiced value of receivables from services and other contracting services.
Other receivables generally arise from transactions other than the provision of services and include amounts in respect of
sales of assets and GST receivable.
Contract assets are balances due from customers under contracts as work is performed and therefore a contract asset is
recognised over the period in which the performance obligation is fulfilled. This represents the entity’s right to consideration
for the services transferred to date. Amounts are transferred to trade receivables when these have been certified or invoiced
to a customer.
The Group assesses on a forward-looking basis any expected credit losses associated with its trade receivables and contract
assets. Given the customer base of the Group mainly comprises government agencies and corporations, the Group’s exposure
to credit losses to date has been negligible.
134
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2 Leases
3.2.1 Right-of-use assets
2024
Property
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
To t a l
$’m
Cost111.213.996.1221.2
Less: Accumulated depreciation(41.0)( 7. 2)(39.0)(87. 2)
Carrying amount at end of year70.26.757. 1134.0
Movement:
Carrying amount at start of year67.510.446.5124.4
Additions27. 24.641.373.1
Disposals(0.3)(2.9)(0.7)(3.9)
Depreciation(23.9)(5.4)(29.7)(59.0)
Effect of exchange rates(0.3)-(0.3)(0.6)
Carrying amount at end of year70.26.757. 1134.0
2023
Property
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
To t a l
$’m
Cost103.625.1107.6236.3
Less: Accumulated depreciation(36.1)(14.7)(61.1)(111.9)
Carrying amount at end of year6 7. 510.446.5124.4
Movement:
Carrying amount at start of year56.810.856.9124.5
Additions34.85.824.16 4.7
Disposals–(0.4)(2.0)(2.4)
Depreciation(24.1)(5.8)(32.3)(62.2)
Effect of exchange rates––(0.2)(0.2)
Carrying amount at end of year6 7. 510.446.5124.4
3.2.2 Lease liabilities
2024
$’m
2023
$’m
Movement:
Carrying amount at start of year133.5132.5
Additions73.164.1
Disposals(3.8)(0.9)
Interest expense7.16.7
Payments for the interest component of lease liabilities(7.1)(6.7)
Repayments of principal component of lease liabilities(59.0)(62.2)
Carrying amount at end of year143.8133.5
Current4 6.746.2
Non-current97.187.3
Carrying amount at end of year143.8133.5
135
VENTIA ANNUAL REPORT 2024 |
The maturity analysis on undiscounted cashflow of lease liabilities is set out below:
2024
$’m
2023
$’m
Within one year54.654.1
One to two years44.538.0
Two to five years60.461.9
Over five years5.98.9
To t a l165.4162.9
At the end of the reporting period, the weighted average lease expiry for the portfolio of leases were:
Weighted Average Lease Expiry
1
2024
Years
2023
Years
Property3.44.1
Plant and equipment2.52.2
Motor vehicles2.22.1
1. Represents the weighted average number of years from the end of the reporting period to the end of the reasonably certain lease term.
3.2.3 Other amounts recognised in the Consolidated Statement of Profit or Loss
2024
$’m
2023
$’m
Interest paid and payable on lease liabilities (included in finance costs)7.16.7
Expense relating to short-term leases, service components of leases, and variable payments15.211.7
3.2.4 Amounts recognised in the Consolidated Statement of Cash Flows
2024
$’m
2023
$’m
Payments for short-term leases, service components of leases, and variable payments (included in
payments to suppliers and employees)
(15.2)(11.7)
Payments for the interest component of lease liabilities(7.1)(6.7)
Repayments of principal component of lease liabilities(59.0)(62.2)
Total cash outflow for leases(81.3)(80.6)
Material accounting policies
Lease liabilities are initially measured at the present value of lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental
borrowing rate.
136
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.3 Property, plant and equipment
2024
Leasehold
Improvements
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
To t a l
$’m
Cost26.2246.044.9317.1
Less: Accumulated depreciation(12.7)(124.3)(22.6)(159.6)
Carrying amount at end of year13.5121.722.31 57. 5
Movement:
Carrying amount at start of year7.4114.920.0142.3
Recognition on business combination (Note 5.1)-3.34.9 8.2
Additions10.839.05.855.6
Disposals-(0.3)(1.0)(1.3)
Depreciation(4.7)(34.7)( 7. 2)(46.6)
Effect of exchange rates-(0.5)(0.2)(0.7)
Carrying amount at end of year13.5121.722.31 57. 5
2023
Leasehold
Improvements
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
To t a l
$’m
Cost16.0202.238.7256.9
Less: Accumulated depreciation(8.6)(87.3)(18.7)(114.6)
Carrying amount at end of year7. 4114.920.0142.3
Movement:
Carrying amount at start of year5.4134.517.0156.9
Additions1.228.39.338.8
Transfer
1
4.4(11.2)1.3(5.5)
Disposals–(0.6)(2.8)(3.4)
Depreciation(3.6)(36.0)(4.8)(44.4)
Effect of exchange rates–(0.1)–(0.1)
Carrying amount at end of year7. 4114.920.0142.3
1. Represents net transfer of $5.5 million to intangible assets to better reflect the nature of the underlying assets.
Material accounting policies
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment.
Depreciation
Depreciation is calculated so as to write off the cost of property, plant and equipment over their estimated effective useful
lives for the current and comparative reporting years as follows:
• Leasehold improvements: straight-line method — shorter of the lease term and 40 years;
• Plant and equipment: straight-line method — up to 15 years; and
• Motor vehicles: straight-line method — up to 10 years.
137
VENTIA ANNUAL REPORT 2024 |
3.4 Intangible assets
2024
Customer Contracts
and Relationships
$’m
Software and System
Development
$’m
To t a l
$’m
Cost72.0109.4181.4
Less: Accumulated amortisation(6 8.7)(79.5)(148.2)
Carrying amount at end of year3.329.933.2
Movement:
Carrying amount at start of year14.238.652.8
Additions–13.413.4
Amortisation(10.9)(22.1)(33.0)
Carrying amount at end of year3.329.933.2
2023
Customer Contracts
and Relationships
$’m
Software and System
Development
$’m
To t a l
$’m
Cost81.395.9177.2
Less: Accumulated amortisation(67.1)(57.3)(124.4)
Carrying amount at end of year14.238.652.8
Movement:
Carrying amount at start of year31.646.07 7. 6
Additions–8.88.8
Transfer
1
–5.55.5
Amortisation(17.4)(21.7)(39.1)
Carrying amount at end of year14.238.652.8
1. Represents net transfer of $5.5 million from property, plant and equipment to better reflect the nature of the underlying assets.
Material accounting policies
Customer contracts and relationships
Customer contracts and relationships were acquired as part of a business combination. Customer contracts and relationships
are carried at their fair value at the date of acquisition less accumulated amortisation and any impairment losses. Customer
contracts are amortised on the straight-line basis over the remaining contract term. Customer relationships are amortised
over a period of up to five years on the straight-line basis.
Software and system development
Software and system development costs consist of costs incurred in developing systems, costs incurred in acquiring software
and licences that will provide future economic benefits. These assets are carried at cost less accumulated amortisation and
amortised over a period of up to five years on the straight-line basis.
Impairment
Intangible assets are tested for impairment in accordance with the policy for impairment of non-financial assets disclosed
in Note 3.6.
138
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.5 Goodwill
3.5.1 Carrying amounts of, and movement in, goodwill
2024
$’m
2023
$’m
Movement:
Carrying amount at start of year1,095.11,095.4
Recognised on a business combination (Note 5.1)5.5–
Effect of exchange rates(0.9)(0.3)
Carrying amount at end of year1,099.71,095.1
3.5.2 Allocation of goodwill to cash-generating units
2024
$’m
2023
$’m
Defence and Social Infrastructure256.6251.3
Infrastructure Ser vices362.4362.7
Telecommunications426.2426.6
Tr a n s p o r t54.554.5
Total goodwill1,099.71,095.1
Material accounting policies
Goodwill is tested for impairment in accordance with the policy for impairment of non-financial assets disclosed in Note 3.6.
3.6 Impairment of non-financial assets
Goodwill has been allocated to groups of cash-generating units (CGUs) represented by the Group’s operating segments for the
purpose of impairment testing.
The recoverable amounts of all CGUs are based on value in use (VIU) calculations. In assessing VIU, the estimated future cash flows
are discounted to their present value using discount rates, which use current assessment of the time value of money and the risks
specific to the CGU.
No impairment has been identified for any of the CGUs.
139
VENTIA ANNUAL REPORT 2024 |
Key estimates and judgements
Key assumptions used in determining the recoverable amount of assets include expected future cash flows, long-term growth
rates, and discount rates.
The VIU calculation is based on a five-year future cash flows forecast developed from the Group’s most recent Board-
approved business plan. For terminal value calculation, the Group assumes a long-term growth rate of 2.5% per annum, which
reflects the organic growth expectations of the industry.
The key assumptions used in determining recoverable amounts are set out below:
31 December 202431 December 2023
EBITDA
Growth1
Long-term
Growth Rate
Pre-tax
Discount Rate
EBITDA
Growth
1
Long-term
Growth Rate
Pre-tax
Discount Rate
Defence and Social Infrastructure7.2%2.5%13.0%7.0%2.5%12.9%
Infrastructure Ser vices8.5%2.5%12.9%6.7%2.5%12.8%
Telecommunications6.4%2.5%12.6%5.3%2.5%12.9%
Tr a n s p o r t8.2%2.5%13.2%5.0%2.5%13.6%
1 The earnings before interest, income tax, depreciation and amortisation (EBITDA) growth represents compound annual growth rates over a five-year forecast period.
The Group considers that any reasonably possible change in the key assumptions applied would not cause the carrying value
of assets to exceed their recoverable amount and result in a material impairment based on current economic conditions and
CGU performance.
Sensitivity analysis
For all CGUs, sensitivity analysis was performed in relation to the discount rate, growth rate and cash flow assumptions. No
reasonably possible change in key assumptions would give rise to an impairment of any of the CGUs.
3.7 Income tax
3.7.1 Income tax expense recognised in the Consolidated Statement of Profit or Loss
2024
$’m
2023
$’m
Current tax80.035.1
Deferred tax12.845.2
Total income tax expense92.880.3
3.7.2 Reconciliation between profit before income tax and income tax expense
2024
$’m
2023
$’m
Profit before income tax313.0270.1
Income tax expense using the Australian corporate tax rate of 30%93.981.0
Tax effect of amounts that are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses1.70.1
Effect of different tax rates on overseas income(0.5)(0.9)
Other(2.3)0.1
Income tax expense92.880.3
140
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.7.3 Deferred tax recognised in the Consolidated Statement of Financial Position
2024
Carrying
Amount at
Start of Year
$’m
Recognition
on business
combination
$'m
Recognised
in Profit
or Loss
$’m
Recognised
in Other
Comprehensive
Income
$’m
Carrying
Amount at
End of Year
$’m
Net deferred tax assets/(liabilities)
Contract liabilities/(assets)(22.5)-23.3-0.8
Property, plant and equipment8.1-5.5-13.6
Intangible assets(9.5)-(4.7)-(14.2)
Capitalised borrowing costs(1.0)-1.0--
Other items3.8(0.8)--3.0
Hedging(0.7)--1.20.5
Trade and other payables24.3-(13.2)-11.1
Provisions and employee
benefit liabilities
120.7-(6.0)-114.7
Tax losses69.0-(18.7)-50.3
Net deferred tax assets/(liabilities)
1
192.2(0.8)(12.8)1.2179. 8
2023
Carrying
Amount at
Start of Year
$’m
Recognised
in Profit
or Loss
$’m
Recognised
in Other
Comprehensive
Income
$’m
Carrying
Amount at
End of Year
$’m
Net deferred tax assets/(liabilities)
Contract liabilities/(assets)19.0(41.5)–(22.5)
Property, plant and equipment13.8(5.7)–8.1
Intangible assets(4.0)(5.5)–(9.5)
Capitalised borrowing costs(1.1)0.1–(1.0)
Other items6.9(3.1)–3.8
Hedging(2.7)–2.0(0.7)
Trade and other payables43.0(18.7)–24.3
Provisions and employee benefit liabilities97. 623.1–120.7
Tax losses62.96.1–69.0
Net deferred tax assets/(liabilities)
1
235.4(45.2)2.0192.2
1. Deferred tax assets and liabilities have been offset in the Consolidated Statement of Financial Position where the balances relate to taxes levied by the same tax
authorit y.
Unrecognised tax losses
2024
$’m
2023
$’m
Unused tax losses for which no deferred tax asset has been recognised11.313.4
Potential tax benefit3.44.0
The amount of unrecognised tax losses relates to certain capital and revenue losses transferred to the Group as part of the
acquisition of Ferrovial Services Australia Pty Ltd on 30 June 2020.
3.7.4 Current tax recognised in the Consolidated Statement of Financial Position
2024
$’m
2023
$’m
Current tax assets-11.1
Current tax liabilities(12.9)(1.9)
Net current tax assets/(liabilities)
1
(12.9)9.2
1. The Group offsets current tax assets and liabilities only if it has a legally enforceable right to set off and if current tax assets and liabilities relate to income taxes levied by
the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis.
141
VENTIA ANNUAL REPORT 2024 |
3.7.5 Uncertain tax positions
The Group is committed to the management and payment of taxes in a responsible manner within the context of its Tax
Governance and Risk Policy. This means that the Group ensures internal controls exist to achieve accurate financial reporting in
accordance with relevant laws, accounting standards, policies and procedures, as well as ensuring compliance with applicable tax
laws, regulations and external reporting requirements by their due dates and in line with local taxation requirements.
The Tax Governance and Risk Policy documents that the Group will not enter into any transaction for the purpose of tax avoidance,
undertake aggressive tax planning transactions, nor enter into transactions that do not have a legitimate business purpose.
3.7.6 Tax consolidation
The Company and its wholly-owned Australian subsidiaries are part of a Tax Consolidated Group of which Ventia Services Group
Limited is the head entity. The head entity recognises all of the current tax assets and liabilities and deferred tax assets in respect
of tax losses of the Tax Consolidated Group (after elimination of intragroup transactions). Deferred tax assets and liabilities in
respect of temporary differences are recognised in the respective companies’ financial statements.
The Tax Consolidated Group has entered into a tax funding agreement that requires the Group to make contributions to the
head entity for current tax assets and liabilities occurring after the implementation of tax consolidation. Under the tax funding
agreement, the contributions are calculated using the “group allocation” approach so that the contributions are equivalent to
the current tax balances generated by transactions entered into by wholly-owned subsidiaries. The contributions are payable as
set out in the agreement and reflect the timing of the head entity’s obligations to make payments for tax liabilities to the relevant
tax authorities. The assets and liabilities arising under the tax funding agreement are recognised as intercompany assets and
liabilities with a consequential adjustment to current income tax.
3.7.7 International tax reform - Pillar Two income taxes
In December 2024, the Australian government enacted the Pillar Two income taxes legislation effective from 1 January 2024.
Under the legislation, the parent company of the Group (Ventia Services Group Limited) is required to pay in Australia top-up tax
on profits of its subsidiaries that are taxed at an effective tax rate (ETR) of less than 15 per cent. The main foreign jurisdiction in
which the Group operates in relation to Pillar Two is New Zealand.
The Group has applied the Transitional Country-by-country Safe Harbour for the year ended 31 December 2024 as it satisfied the
simplified ETR test. As a consequence, the Group’s top-up tax is deemed to be zero for the year ended 31 December 2024.
Furthermore, the Group has applied the AASB 112 Income Taxes exception in respect of recognising and disclosing information
about deferred tax assets and liabilities related to Pillar Two income taxes. Accordingly, the Group has not recognised nor
disclosed information with respect to deferred tax assets and liabilities related to Pillar Two income taxes.
3.8 Trade and other payables and contract liabilities
2024
$’m
2023
$’m
Current
Trade payables293.7368.1
Accruals224.8215.7
Other payables75.868.6
Amounts payable to related parties (Note 5.6)1.06.4
Total current trade and other payables595.3658.8
Non-current
Other payables2.8–
Total non-current trade and other payables2.8–
Total trade and other payables598.1658.8
2024
$’m
2023
$’m
Contract liabilities - current351.2347.0
Contract liabilities - non-current62.065.8
Total contract liabilities413.2412.8
Material accounting policies
Contract liabilities primarily relate to the Group’s obligation to transfer goods or services to a customer for which the Group has
received consideration from the customer. Contract liabilities are recognised as revenue when work is performed under the contract.
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.9 Employee benefit liabilities
2024
$’m
2023
$’m
Current
Annual leave83.489.6
Long service leave29.826.8
Workers’ compensation14.78.6
Other employee benefits34.530.0
Total current employee benefit liabilities162.4155.0
Non-current
Long service leave57.256.2
Workers’ compensation18.017.4
Other employee benefits0.73.3
Total non-current employee benefit liabilities75.976.9
Total employee benefit liabilities238.3231.9
3.10 Provisions
2024
$’m
2023
$’m
Current
Unfavourable contracts5.52.2
Onerous contracts1.71.3
Warranties and contract claims32.32 2.7
Other4.84.1
Total current provisions44.330.3
Non-current
Unfavourable contracts42.347.1
Onerous contracts–5.7
Warranties and contract claims54.874.9
Other18.018.0
Total non-current provisions115.1145.7
Total provisions159.4176 .0
2024
Unfavourable
Contracts
$’m
Onerous
Contracts
$’m
Warranties
and Contract
Claims
$’m
Other
$’m
To t a l
$’m
Current2.21.32 2.74.130.3
Non-current47.15.774.918.0145.7
Carrying amount at start of year49.37. 097.622.1176 .0
Movement:
Provisions raised––26.53.229.7
Provisions used(1.5)(5.3)(36.7)(2.5)(46.0)
Effect of exchange rates––(0.3)–(0.3)
Carrying amount at end of year47. 81.787. 122.8159.4
Current5.51.732.34.844.3
Non-current42.3–54.818.0115.1
Carrying amount at end of year47. 81.787. 122.8159.4
143
VENTIA ANNUAL REPORT 2024 |
Material accounting policies
Unfavourable contracts
A provision is made for unfavourable contracts where the fair value of the contract is deemed unfavourable relative to
expected market returns and they are provided for as part of the purchase price allocation process in a business combination.
These provisions are then released as an increase to earnings, in line with the financial performance of the contract over the
remaining term.
Onerous contracts
Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it. The onerous contract provision is discounted using a pre- tax
rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Warranties and contract claims
Warranties and contract claims provisions relate to individual identified exposures and represent the best estimate of
expenditure required to settle the present obligation at the end of the reporting period.
Other provisions
Other provisions include items such as provisions for make good, which are recognised at the time of recognising a right-of-
use asset and represent an estimate of the costs to be incurred in the dismantling of the asset and restoring it to the condition
specified in the lease.
Key estimates and judgements
The estimates and judgements applied in determining the Group’s provisions involve a high degree of complexity and have a
risk of causing a material adjustment in subsequent periods. Any changes in the estimates and judgements of the provision in
future periods will be recognised in profit or loss.
Unfavourable contract provisions relate to contracts acquired in a business combination where the fair value of the contract
is deemed unfavourable relative to expected market returns. Expected market returns were assessed with reference to the
Group’s contract portfolio and relevant industry information.
Onerous contract provisions relate to estimation of unavoidable costs of meeting the obligation under the contract, which are
assessed by management based on factors such as remaining contract life, volume of work and labour hours.
In estimation of provisions for warranties and claims, management consider historic experience on similar claims and other
information available such as legal opinion and expert determination.
4. Capital structure, financing and risk management
4.1 Earnings per share
Basic earnings per share is calculated as profit after income tax attributable to shareholders, divided by the weighted average
number of ordinary shares (WANOS) issued.
Diluted earnings per share is calculated as profit after income tax attributable to shareholders adjusted for any profit recognised in
the period in relation to dilutive potential ordinary shares, divided by the WANOS adjusted by dilutive potential ordinary shares.
20242023
Profit after income tax for the year attributable to equity holders of the parent entity
used in earnings per share ($’m)
220.2189.8
220.2189.8
WANOS used in earnings per share (millions of shares)
WANOS for purpose of basic earnings per share855.4855.3
Effect from dilutive potential ordinary shares
W eighted average number of ordinary shares on issue855.4855.3
A djustment to reflect potential dilution for equity incentive plans8.96.9
WANOS for purpose of diluted earnings per share864.3862.2
Basic earnings per share (cents)25.7422.19
Diluted earnings per share (cents)25.4822.01
4.2 Dividends
20242023
Cents per
Share
To t a l
Amount
$’mFranking
Date of
Payment
Cents per
Share
To t a l
Amount
$’mFranking
Date of
Payment
Prior year final9.4179.580%
5 April
2024
8.2869.880%
6 April
2023
Current year interim9.3579.180%
7 October
2024
8.3170.180%
6 October
2023
Dividends paid during the year18.76158.616.59139.9
On 18 February 2025, the Board of Directors declared a final dividend of 10.63 cents per share in respect of the 2024 financial
year, 80% franked at a 30% tax rate. The amount will be paid on 7 April 2025. As the dividend was declared subsequent to
31 December 2024, no provision had been made at 31 December 2024.
Franking credit balance
2024
$’m
2023
$’m
Franking credits available for future financial periods (tax paid basis, 30% tax rate)0.72.5
The above amount represents the balance of the franking accounts at the end of the period, adjusted for:
• Franking credits that will arise from the payment of income tax payable at the end of the period; and
• Franking debits that will arise from the payment of dividends provided at the end of the period.
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| FINANCIAL REPORT
4.3 Share capital
20242023
Share Capital
Number
Millions$’m
Number
Millions$’m
Balance at start and end of year855.5374.5855.5374.5
Share capital
Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders’
meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are entitled to any net
proceeds on liquidation.
The total number of shares issued by the Company as at 31 December 2024 is 855,484,445 (2023: 855,484,445). This includes 70,671
treasury shares as at 31 December 2024 (2023: 151,354). In 2024, 80,683 treasury shares were granted to certain employees of the Group.
4.4 Reserves
2024
Treasury
Share
Reserve
$’m
Cash Flow
Hedge
Reserve
$’m
Foreign
Currency
Translation
Reserve
$’m
Share-based
Payment
Reserve
$’m
Accumulated
Losses
Reserve
$’m
To t a l
$’m
Balance at start of year(0.3)1.9(1.0)5.9(42.4)(35.9)
Shares issued to employees0.2––(0.2)––
Transfer of vested benefits to retained
earnings
–––(1.2)–(1.2)
Gains arising on change in the fair value of
hedging instruments
–2.9–––2.9
Income tax related to losses recognised in
other comprehensive income
–(0.8)–––(0.8)
Cumulative gains arising on changes in fair
value of hedging instruments reclassified
to profit or loss
–(6.7)–––(6.7)
Income tax related to gains reclassified to
profit or loss
–2.0–––2.0
Foreign exchange translation differences––(3.5)––(3.5)
Share-based payment expense–––5.2–5.2
Balance at end of year(0.1)(0.7)(4.5)9.7(42.4)(38.0)
2023
Treasury
Share
Reserve
$’m
Cash Flow
Hedge
Reserve
$’m
Foreign
Currency
Translation
Reserve
$’m
Share-based
Payment
Reserve
$’m
Accumulated
Losses
Reserve
$’m
To t a l
$’m
Balance at start of year(0.5)6.4(0.5)2.0(42.4)(35.0)
Shares issued to employees0.2––(0.2)––
Transfer of vested benefits to
retained earnings
–––(0.3)–(0.3)
Losses arising on change in the fair value
of hedging instruments
–(2.0)–––(2.0)
Income tax related to losses recognised
in other comprehensive income
–0.6–––0.6
Cumulative gains arising on changes
in fair value of hedging instruments
reclassified to profit or loss
–(4.5)–––(4.5)
Income tax related to gains reclassified
to profit or loss
–1.4–––1.4
Foreign exchange translation differences––(0.5)––(0.5)
Share-based payment expense–––4.4–4.4
Balance at end of year(0.3)1.9(1.0)5.9(42.4)(35.9)
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VENTIA ANNUAL REPORT 2024 |
Share-based payment reserve
The Group operates equity incentive plans, which provide equity instruments to certain executives as a component of their
remuneration. The share-based payments expense for the year for the Group was $5,216,000 (2023: $4,378,000).
Refer to the Remuneration Report for further details of all plans.
Long-term Incentive (LTI) Plan
LT I Pl a n
Share Appreciation Rights (SARs) are granted under the LTI plan. SARs entitles the participants to payment in the Company’s
ordinary shares, equivalent to the amount by which the underlying Company share price has increased since the right was
granted. If SARs vest, the participants will be allocated shares equal to the total value of appreciation (number of SARs times
share price growth from grant to vesting). The share price growth is based on the difference between the 10-day Volume-
Weighted Average Price (VWAP) immediately after the release of the Company’s annual financial statements for the grant year (for
example, 2024 annual financial statements for 2024 LTI), and the 10-day VWAP up to the release of the Company’s annual financial
statements for the vesting year (i.e. 2026 annual financial statements for instruments vesting on 31 December 2026).
The variables in the table below are used as inputs into the model to determine the fair value of the 2024 and 2023 LTI Plan’s SARs .
2024 LTI PlanTr a n c h e 1Tr a n c h e 2Tr a n c h e 3
Invitation date24 May 202424 May 202424 May 2024
Vesting period start date1 January 20241 January 20241 January 2024
Vesting date31 December 202631 December 202731 December 2028
Expected volatility25%25%25%
Risk-free interest rate (per annum)4.13%4.22%4.31%
Share price at invitation date$3.56$3.56$3.56
Expected dividend yield (per annum)5.56%5.56%5.56%
Fair value per instrument$0.57$0.68$0.76
2023 LTI PlanTr a n c h e 1Tr a n c h e 2Tr a n c h e 3
Invitation date26 May 202326 May 202326 May 2023
Vesting period start date1 January 20231 January 20231 January 2023
Vesting date31 December 202531 December 202631 December 2027
Expected volatility30%30%30%
Risk-free interest rate (per annum)3.63%3.68%3.74%
Share price at invitation date$2.70$2.70$2.70
Expected dividend yield (per annum)6.92%6.92%6.92%
Fair value per instrument$0.50$0.56$0.60
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarises the movements in SARs for the LTI Plan:
31 December
2024
31 December
2023
Balance at start of year17,747,1657,933,644
True-up to prior year
1
(4,004,440)811,715
Issued during the year
1
6,925,8609,709,246
Forfeited during the year(522,773)(707,440)
Balance at end of year20,145,81217,747, 16 5
1. The number issued during the year represents an estimate of the number of SARs to be allocated to LTI Plan participants, who are invited to the LTI plan during the
year. Since the actual number will be determined based on the 10-day VWAP subsequent to the release of the Company’s annual financial statements, a true-up for the
numbers issued in the prior year is required.
Short-term Incentive (STI) Plan
STI Plan
The 2024 STI Plan is a cash and share-settled share rights plan. The equity component will be awarded in March 2025 and is
subject to deferral in two equal tranches: 50% deferred for 12 months; and 50% deferred for 24 months. At the end of each deferral
period, vested rights are converted into the Company’s ordinary shares.
While rights do not attract actual dividends during the deferral periods, rights have attached dividend equivalents such that on
vesting, additional shares will be awarded equivalent to the value of dividends accrued as if ordinary shares had been owned
throughout the deferral period.
The equity component of the 2024 STI Plan had the same mechanism as the 2023 STI Plan. The variables in the table below are
used as inputs into the model to determine the fair value of the 2024 and 2023 STI Plan share rights:
2024 STI PlanTr a n c h e 1Tr a n c h e 2
Invitation date10 May 202410 May 2024
Vesting period start date1 January 20241 January 2024
Vesting date31 December 202531 December 2026
Expected volatility25%25%
Risk-free interest rate (per annum)4.02%4.02%
Share price at invitation date$3.62$3.62
Expected dividend yield (per annum)5.56%5.56%
Fair value per instrument$3.62$3.62
2023 STI PlanTr a n c h e 1Tr a n c h e 2
Invitation date10 May 202310 May 2023
Vesting period start date1 January 20231 January 2023
Vesting date31 December 202431 December 2025
Expected volatility30%30%
Risk-free interest rate (per annum)3.25%3.22%
Share price at invitation date$2.66$2.66
Expected dividend yield (per annum)6.92%6.92%
Fair value per instrument$2.67$2.67
The Company also provides awards to key management personnel and other senior executives on a discretionary basis.
The participants will need to meet the requirement of completing certain periods of service before the awards are granted.
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VENTIA ANNUAL REPORT 2024 |
Movements in outstanding share rights
The following table summarises the movement in outstanding share rights for the above STI plans:
31 December
2024
31 December
2023
Balance at start of year2,057,1821,006,056
True-up to prior year
1
(132,894)44,027
Issued during the year
1
911,6701,254,206
Vested during the year(419,209)(194,237)
Forfeited during the year(78,492)(52,870)
Balance at end of year2,338,2572,057,182
1. The number issued during the year represents an estimate of the number of rights to be allocated to STI Plan participants, who are invited to the STI Plan during the
year. Since the actual number will be determined based on the 10-day VWAP subsequent to the release of the Company’s annual financial statements, a true-up for the
numbers issued in the prior year is required.
Legacy Ventia Executive Incentive Plan
Prior to listing, the Group operated an executive incentive plan (the Legacy Ventia Executive Incentive Plan (EIP)). This scheme was
designed to provide incentives to attract, motivate and retain those whose contributions are important to the Company’s success.
There was no grant of shares under this scheme during 2024 and 2023.
Material accounting policies
Treasury shares
Treasury shares are shares in the Company that are held in trust on behalf of the Company. Treasury shares are deducted from
equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares.
Accumulated losses reserve
The accumulated losses reserve includes certain costs incurred by the Group in prior years in relation to its refinancing and initial
public offering (IPO).
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.5 Cash and cash equivalents
4.5.1 Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows
2024
$’m
2023
$’m
Cash at bank and on hand392.8338.7
Total cash and cash equivalents392.8338.7
4.5.2 Reconciliation of profit after income tax to net cash generated from operating activities
2024
$’m
2023
$’m
Profit after income tax220.2189.8
Adjustments for:
Income tax expense92.880.3
Income tax payment(59.0)(58.2)
Depreciation expense105.6106.6
Amortisation expense33.039.1
Share of profits of joint ventures(3.1)(3.6)
Dividends received from joint ventures2.31.0
Amortisation of capitalised borrowing costs2.72.4
Share-based payment expense5.24.4
Other0.5(1.2)
Changes in working capital:
Trade and other receivables19.7(87.7 )
Contract assets10.62.4
Inventories1.1(4.1)
Trade and other payables (64.9) (32.3)
Contract liabilities0.4107.8
Employee benefit liabilities5.8(5.6)
Provisions(16.7)(35.2)
Net cash generated from operating activities356.2305.9
149
VENTIA ANNUAL REPORT 2024 |
150
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.6 Borrowings
4.6.1 Capital structure
The Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its business
at an optimised weighted average cost of capital.
4.6.2 Borrowings
2024
$’m
2023
$’m
Borrowings750.0750.0
Capitalised borrowing costs(6.3)(4.2)
Total borrowings743.7745.8
i. Refinancing of borrowings
At 31 December 2023, the Group had syndicated term loan facilities and a syndicated resolving cash facility (Original Facilities).
The Original Facilities had an aggregate commitment of $1,150.0 million and comprised:
• $750.0 million of term loan facilities, spread equally across three tranches, each of which was fully drawn at 31 December 2023;
and
• $400.0 million four-year revolving cash facility, which was undrawn at 31 December 2023.
In November 2024, the Group refinanced the Original Facilities by entering into the following syndicated facilities (New Facilities):
• $900.0 million of revolving cash facilities, comprising two $250.0 million tranches, which are fully drawn as at 31 December 2024,
and a five-year $400.0 million tranche, which is undrawn as at 31 December 2024; and
• $250.0 million Asian Term Loan facility, which is fully drawn at 31 December 2024.
Both the Original Facilities and the New Facilities have variable interest rates, based on BBSY plus a margin. The revolving cash
facilities attract commitment fees common with this type of facility.
The New Facilities are guaranteed by the Guarantor Group, which comprises of entities contributing no less than 80% of EBITDA
and 80% of total tangible assets of the Group.
The Group has entered into swap arrangements to mitigate its exposure to unfavourable interest rate movements. The swap
arrangements satisfy the requirements for hedge accounting and are accounted for accordingly. Refer to Note 4.7.
ii. Covenants on financing facilities
The syndicated banking facilities are unsecured and contain financial covenants, which are tested monthly and reported
semi-annually. The financial covenants include requirements on the Group’s leverage ratio and interest cover ratio. The Group
was in compliance with all of its financial covenants as at 31 December 2024 and throughout the year.
iii. Bank guarantees and insurance bonds
The Group has $760.0 million (2023: $690.0 million) of bank guarantee and insurance bond facilities on a committed and
uncommitted basis to support its contracting activities. The Group’s facilities are provided by a number of banks and insurance
companies on an unsecured and revolving basis. $460.5 million (2023: $392.5 million) of these facilities were utilised as at
31 December 2024.
iv. Credit ratings
The Group had investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s and BBB (Outlook Stable) from S&P as at
31 December 2024 and 2023.
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VENTIA ANNUAL REPORT 2024 |
v. Maturity profile
The maturity profile of the Group’s borrowing arrangements is represented in the below table by facility limit:
CurrencyAnnual Interest RateMaturity$’m
Syndicated banking facilities (non-current)
– fully drawn
Revolving cash facilityAUDBBSY + 120 bps8 November 2027250.0
Revolving cash facilityAUDBBSY + 130 bps8 November 2028250.0
Asian Term LoanAUDBBSY + 170 bps11 November 2031250.0
750.0
Revolving cash facility – undrawnAUDBBSY + 140 bps8 November 2029400.0
4.7 Financial risk management
The Group’s activities expose it to several financial risks, including market risk (interest rate and foreign exchange risk), liquidity
risk and credit risk.
The Group manages financial risk through Board-approved policies and procedures. These specify the responsibility of the
Board of Directors and senior management regarding the management of financial risk. Financial risk is managed centrally by
the Group’s Treasury and Finance team under the direction of the Board. The Treasury and Finance team manages risk exposures
primarily through delegated authority limits and defined measures. The Treasury and Finance team regularly monitors the Group’s
exposure to any of these financial risks and reports to the Board.
The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
4.7.1 Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and equity prices will affect
the Group’s financial performance or the value of its financial instrument holdings. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising returns.
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial asset or financial liability will change as a result of
changes in market interest rates. The Group is exposed to interest rate risk as it borrows at floating interest rates, and adverse
movements in floating interest rates will increase the cost of floating rate debt. The Group’s exposure to market interest rates
relates primarily to its long-term borrowings. All interest rate exposures are identified, quantified, monitored and managed
centrally by the Group’s Treasury and Finance team. The Group has a list of approved financial instruments which can be used
to manage interest rate risk.
Sensitivities have been calculated based on a movement in interest rates of 25 basis points (2023: 25 basis points) across the yield
curve of the relevant currencies. The selected basis point increase or decrease represents the Group’s assessment of the possible
change in interest rates on variable rate instruments. At the reporting date, an increase/decrease in interest rate of 25 basis points
(2023: 25 basis points) will:
• Decrease/increase full year net profit after income tax by $0.7 million (2023: $0.7 million) as a result of the unhedged portion
of the Group’s variable-rate borrowings; and
• Increase/decrease full year other comprehensive income (net of income tax) by $1.4 million (2023: $2.0 million) as a result of
the changes in fair value of derivatives designated in a cash flow hedge.
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
ii. Foreign exchange risk
Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates to the Group’s foreign
operations, where revenues or expenses are denominated in a different currency (primarily New Zealand dollars) from the Group’s
presentation currency.
At the reporting date, a 5% appreciation/depreciation in the New Zealand dollar against the Australian dollar will increase/
decrease full year other comprehensive income by $7.0 million (2023: $5.3 million). The movement represents the Group’s
assessment of the possible changes in spot foreign exchange rates.
iii. Hedging arrangements
At the reporting date, the fair value and notional amounts of derivatives entered into for hedging purposes for the Group are:
Notional Value
1
Fair Value AssetFair Value Liability
Fair Value Gain/(Loss)
Recognised in Other
Comprehensive Income
2024
$’m
2023
$’m
2024
$’m
2023
$’m
2024
$’m
2023
$’m
2024
$’m
2023
$’m
Cash flow hedges
Interest rate swaps 975.0 1,275.00.5 5.51.5 2.72.9 (2.0)
To t a l 975.01,275.00.55.51.52.7 2.9(2.0)
1. At 31 December 2024, the notional value for interest rate swaps includes $600.0 million of forward starting swaps (31 December 2023: $900.0 million).
At the reporting date, the following items are designated as hedged items:
Carrying Amount
of Hedged Items
Cash Flow
Hedge Reserve
2024
$’m
2023
$’m
2024
$’m
2023
$’m
Cash flow hedges
Borrowings375.0375.0(0.7)1.9
To t a l375.0375.0(0.7)1.9
The above hedge relationships are assessed to be highly effective with insignificant hedge ineffectiveness.
Interest rate swaps
The interest rate swaps are designated in a cash flow hedge on exposure from the variable rate borrowings (refer to Note 4.6.2).
4.7.2 Liquidity risk
Liquidity risk is the risk that the Group will not have sufficient funds to meet its financial commitments as and when they fall due.
Liquidity risk management involves maintaining available funding and ensuring the Group has access to an adequate amount of
committed credit facilities. The Group’s objective is to maintain a balance between continuity of funding and flexibility through
the use of loans, bank overdrafts and finance leases.
The Group’s Treasury and Finance team manages liquidity risk through frequent and periodic cash flow forecasting and analysis.
The Group has a $400.0 million revolving cash facility, which is undrawn at 31 December 2024, and cash at bank and on hand of
$392.8 million as at 31 December 2024, which will be available to fund working capital and expansion requirements.
These facilities may be drawn at any time, subject to the terms of the lending agreements. Some facilities are subject to certain
financial covenants and undertakings. No covenants or undertakings have been breached during the period.
153
VENTIA ANNUAL REPORT 2024 |
The following tables detail the Group’s undiscounted non-derivative financial liabilities and derivative financial liabilities and their
contractual maturities. Refer to Note 3.2 for the maturity analysis of the Group’s lease liabilities.
Maturity Analysis of Undiscounted Cash Outflow
31 December 2024
One Year or Less
$’m
One to Two Years
$’m
Two to Five Years
$’m
More than
Five Years
To t a l
$’m
Non-derivative financial liabilities
Borrowings 41.041.0578.0275.4935.4
Trade and other payables595.33.0––598.3
636.344.0578.0275.41,533.7
Derivative financial liabilities
Interest rate swaps–0.61.1–1.7
–0.61.1–1.7
To t a l636.344.6579.1275.41,535.4
Maturity Analysis of Undiscounted Cash Outflow
31 December 2023
One Year or Less
$’m
One to Two Years
$’m
Two to Five Years
$’m
More than
Five Years
To t a l
$’m
Non-derivative financial liabilities
Borrowings 38.2287.1548.8–874.1
Trade and other payables658.8–––658.8
697. 0287.1548.8–1,532.9
Derivative financial liabilities
Interest rate swaps–0.82.2–3.0
–0.82.2–3.0
To t a l6 97. 02 87. 9551.0–1,535.9
For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last repricing date.
Cash flows represented are contractual and calculated on an undiscounted basis, based on current rates at the reporting date.
4.7.3 Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group.
The Group is exposed to counterparty credit risk arising from its operating activities (primarily customer receivables) and
financing activities, including deposits with banks and financial institutions, foreign exchange and other financial instruments.
The maximum exposure to credit risk arising from potential default of the counterparty is equal to the carrying amount of the
financial assets.
Credit risks related to balances with banks and financial institutions are managed by the Group’s Treasury team in accordance
with approved policies. Such policies only allow financial derivative instruments to be entered into with high-credit-quality
financial institutions.
Trade receivables consist of receivables from government agencies and corporations. Receivables balances are monitored
regularly with the result that the Group’s exposure to credit losses to date has been negligible.
At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on such financial
instruments, except for certain trade and other receivables where expected credit losses have been recognised (refer to Note 3.1).
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Guarantees
Details of outstanding guarantees are provided in Note 6.1. The Group is, in the normal course of business, required to provide
guarantees and letters of credit on behalf of controlled entities, joint ventures and related parties in respect of their contractual
performance-related obligations.
Maximum credit exposure
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to
credit risk at the reporting date was:
31 December
2024
$’m
31 December
2023
$’m
Cash and cash equivalents392.8338.7
Trade receivables and contract assets, net of expected credit losses815.4841.9
Other receivables19.96.7
Amounts receivable from related parties10.114.1
Derivative assets0.55.5
To t a l1, 238.71,206.9
The ageing of the Group’s gross trade receivables before expected credit losses at the reporting date was:
31 December
2024
$’m
31 December
2023
$’m
Gross aged receivables 0-90 days293.9308.4
Gross aged receivables more than 90 days7. 27.7
To t a l301.1316.1
4.7.4 Fair value measurement of financial instruments
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.
The following table provides information about how the fair values of these financial assets and financial liabilities are determined.
They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are observable.
Level 1Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities.
Level 2Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3Fair value measurements are those derived from valuation techniques that include inputs for the asset
or liability that are not based on observable market data (unobservable inputs).
Fair Value AssetFair Value Liability
2024
$’m
2023
$’m
2024
$’m
2023
$’m
Fair Value
Hierarchy
Interest rate swaps0.55.51.52.7Level 2
Contingent considerations (Note 5.1)--3.1-Level 3
To t a l0.55.54.62.7
There were no transfers between level 1, level 2 or level 3 during the year.
155
VENTIA ANNUAL REPORT 2024 |
Estimation of fair values
The fair value of interest rate swaps is determined using a discounted cash flow model where future cash flows are estimated
based on market forward rates as at the end of the year and the contract rates, discounted at a rate that reflects the credit risk of
the various respective counterparties.
Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis
The carrying value of cash and cash equivalents, financial assets, bank and other loans, and non-interest bearing monetary
financial liabilities of the Group approximate their fair value.
Material accounting policies
Derivatives
The derivative financial instruments of the Group qualify as a cash flow hedge.
A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more
than 12 months and it is not due to be realised or settled within 12 months. Otherwise, they are classified as current.
4.8 Commitments for capital expenditure
Capital expenditure commitments of the Group at the reporting date are as follows:
31 December
2024
$’m
31 December
2023
$’m
Estimated capital expenditure under firm contracts, payable:
Not later than one year11.28.2
Later than one year, not later than two years--
Beyond two years--
Total capital expenditure commitments
1
11.28.2
1. There were no material commitments related to joint arrangements.
4.9 Receivable finance arrangements
The Group has a receivable financing facility with a banking institution. The level of non-recourse factoring across the Group was
$Nil as at 31 December 2024 (2023: $35.2 million).
Certified receivables are sold to this banking institution on a non-recourse basis and are acknowledged by the customer with
payment only being subject to the passage of time. Under the factoring arrangements:
• The certified receivables are derecognised where the risks and rewards of the receivables have been transferred, as the cash
flow is only derived when there are goods or services provided or work performed by the Group for which it is entitled to be paid;
• The cash flow to the Group only arises when there is an amount certified by the customer and contractually due to be paid
to the Group, and there are no disputes regarding the amounts due and the customer has acknowledged this by way of
certification; and
• The receipt by the Group irrevocably removes the Group’s right to the certified receivable due from the customers.
156
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. Group structure
5.1 Business combinations
5.1.1 Current year acquisition
On 1 July 2024, Ventia NZ Operations Limited (a controlled entity of Ventia Services Group Limited) acquired the entire share
capital of Landscape Solutions Pty Limited (Landsol). Landsol provides commercial landscape maintenance services across
New Zealand and its acquisition has strengthened the Group’s Defence and Social Infrastructure offering.
Details of the purchase consideration and net assets acquired are summarised as follows:
Final Fair Value
$’m
Cash consideration paid13.4
Contingent consideration
1
3.0
Net assets acquired at fair value(10.9)
Goodwill5.5
1. As at 31 December 2024, the fair value of the contingent consideration of $3.1 million is included in Trade and other payables (Note 3.8).
The recognised amounts of assets and liabilities as a result of the acquisition are as follows:
$’m
Cash and cash equivalents1.5
Trade and other receivables4.2
Total current assets5.7
Property, plant and equipment8.2
Total non-current assets8.2
To t a l a s s e t s13.9
Trade and other payables1.2
Current tax liabilities0.4
Employee benefit liabilities0.6
Total current liabilities 2.2
Deferred tax liabilities0.8
Total non-current liabilities0.8
Total liabilities3.0
Total identifiable net assets acquired10.9
From the date of acquisition, Landsol’s contribution to revenue and profit after income tax for the year was not material. If the
acquisition had occurred at the start of the reporting period, management estimates that the consolidated revenue and profit
after income tax for the year would not have been materially different to what has been reported.
The trade and other receivables comprise a gross contractual amount due of $3.8 million, of which $Nil was expected to be
uncollectable at the date of acquisition.
The goodwill is attributable mainly to the synergies expected to be achieved from integrating Landsol into the Group’s existing
Defence and Social Infrastructure offering.
157
VENTIA ANNUAL REPORT 2024 |
Material accounting policies
The acquisition method of accounting is used to account for all business combinations. The consideration for the acquisition
of a controlled entity comprises the fair values of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes the fair value of any pre-existing equity interest in the
controlled entity.
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities assumed in a business
combination are measured at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group
recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s net identifiable assets. The excess of the consideration transferred over the fair value of the Group’s
share of the net identifiable assets acquired is recorded as goodwill. Where the consideration is less than the fair value of
the net identifiable assets of the controlled entity acquired, the difference is recognised directly in profit or loss as a gain on
acquisition of a controlled entity.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and
settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date
and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new
information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have
affected the amounts recognised as of that date.
5.2 Equity accounted investments
2024
$’m
2023
$’m
Joint ventures
Balance at start of year8.45.8
Share of profits3.13.6
Dividends received(2.3)(1.0)
Balance at end of year9.28.4
Joint Venture
Country of
Incorporation
Statutory
Reporting Date
Ownership Interest
31 December
2024
%
31 December
2023
%
Aroona P&T Pty LtdAustralia31 December50.050.0
Brisbane Motorway Services Pty LimitedAustralia30 June50.050.0
Gateway Motorway Services Pty LimitedAustralia30 June50.050.0
Skout Solutions Pty LimitedAustralia31 December50.050.0
SV Joint Venture Pty LimitedAustralia31 December50.050.0
Translink Investments Pty LimitedAustralia30 June50.050.0
Ventia Boral Amey NSW Pty Limited
1
Australia31 December66.666.6
Ventia Boral Amey QLD Pty Limited
1
Australia31 December64.464.4
Venture Smart Pty LimitedAustralia31 December50.050.0
Skout Solutions (NZ) LimitedNew Zealand31 December50.050.0
Broadspectrum WorleyParsons JV (M) Sdn BhdMalaysia30 June50.050.0
1. While the Group holds a greater than 50% interest in these joint venture entities, voting rights on key matters are shared among the joint venture entity participants,
and therefore the Group accounts for these joint venture entities using the equity method.
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group’s share of the joint ventures’ carrying amounts is presented below in aggregate, as they are individually immaterial:
2024
$’m
2023
$’m
Carrying amounts
Current assets16.217.4
Non-current assets8.18.4
Current liabilities(6.2)(8.6)
Non-current liabilities(8.9)(9.7)
Net assets9.27. 5
Total comprehensive income
Profit after income tax3.63.1
Total comprehensive income3.63.1
There are no material commitments held by joint ventures.
5.3 Joint operations
The Group has the following interests in joint operations whose primary activity is providing services:
Joint Operation
Country of
Incorporation
or Establishment
Ownership Interest
2024
%
2023
%
AllwaterAustralia50.050.0
Arup Pty Limited & BMD Constructions Pty Ltd & Ventia Pty Limited (Smartways)Australia20.020.0
BRSJayAustralia50.050.0
Confluence Water
1
Australia50.042.5
Gold Coast Infrastructure SolutionsAustralia50.050.0
Trace UJV
2
Australia80.080.0
Utilita Water SolutionsAustralia50.050.0
Ventia Boral Amey NSW
2
Australia66.666.6
Ventia Boral Amey QLD
2
Australia64.464.4
WatersureAustralia40.040.0
Ventia-Wajarri Enterprises JVAustralia50.050.0
1. The Group increased its interest in Confluence Water to 50% effective from 1 July 2024.
2. Whilst the Group holds a greater than 50% interest in these joint operations, voting rights on key matters are shared among the joint operation participants, and
therefore the Group recognises its share of assets, liabilities, revenue and expenses arising from these arrangements.
159
VENTIA ANNUAL REPORT 2024 |
5.4 Subsidiaries
5.4.1 Deed of Cross Guarantee
Ventia Services Group Limited and each of the wholly-owned subsidiaries set out below (together referred to as the Closed Group)
have entered into a Deed of Cross Guarantee (Deed), as defined in ASIC Corporations (Wholly-owned Companies) Instrument
2016/785 (the Instrument). The effect of the Deed is that each entity in the Closed Group guarantees the payment in full of all debts
of the other entities in the Closed Group in the event of their winding up.
Pursuant to the Instrument, the wholly-owned subsidiaries within the Closed Group are relieved from the requirement to prepare,
audit, and lodge separate financial reports.
Delron Cleaning Pty Ltd and Delron Group Facility Services Pty Ltd became parties to the Deed of Cross Guarantee on
16 December 2024.
i. Parties to the Deed
Name of Entity
Broadspectrum (Finance) Pty LtdEasternwell Group Investments Pty Limited Ventia Property Pty Ltd
Broadspectrum (Holdings) Pty LtdEasternwell Group Operations Pty LtdVentia Pty Limited
Broadspectrum (International) Pty LtdEasternwell Group Pty LtdVentia Services Group Limited
Broadspectrum (Oil & Gas) Pty LtdEasternwell WA Pty LtdVentia Services Pty Ltd
Broadspectrum Pty LtdPiver Pty LtdVentia Solutions Pty Limited
BRS Holdco Pty LtdVentia Asset Infrastructure Services Pty LimitedVentia Utility Services Pty Limited
Delron Cleaning Pty LtdVentia Australia Pty LtdVisionstream Australia Pty Limited
Delron Group Facility Services Pty LtdVentia Finco Pty LtdVisionstream Pty Limited
Easternwell Group Assets Pty Ltd Ventia Holdings I Pty LimitedVisionstream Services Pty Limited
ii. Financial position and performance
A Statement of Profit or Loss and Statement of Financial Position, for the entities which are party to the Deed at the reporting date,
are as follows:
2024
$’m
2023
$’m
Revenue5,527.35,095.0
Expenses(5,026.2)(4, 6 87. 0)
Share of profits of joint ventures3.13.6
Earnings before interest, income tax, depreciation and amortisation504.2411.6
Depreciation expense(81.4)(82.5)
Amortisation expense(31.0)(36.5)
Earnings before interest and income tax391.8292.6
Finance costs(56.1)(51.0)
Interest income9.65.9
Profit before income tax345.3247. 5
Income tax expense(84.5)(58.2)
Profit after income tax260.8189.3
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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December
2024
$’m
31 December
2023
$’m
Current assets
Cash and cash equivalents341.1320.9
Trade and other receivables305.8323.4
Contract assets4 6 7. 6486.3
Inventories17.522.4
Current tax assets-11.1
Derivative assets0.55.5
Total current assets1,132.51,169.6
Non-current assets
Trade and other receivables18.815.0
Investment in subsidiaries42.550.0
Equity accounted investments9.28.4
Deferred tax assets163.4191.2
Right-of-use assets106.688.2
Property, plant and equipment120.2112.2
Intangible assets28.145.7
Goodwill1,072.61,072.6
Total non-current assets1,561.41,583.3
To t a l a s s e t s2,693.92,752.9
Current liabilities
Trade and other payables395.7562.2
Contract liabilities321.1338.1
Employee benefit liabilities145.6136.8
Provisions37.033.6
Lease liabilities36.032.6
Current tax liability7.1–
Total current liabilities942.51,103.3
Non-current liabilities
Contract liabilities62.065.8
Employee benefit liabilities74. 274.7
Provisions112.4143.8
Derivative liabilities1.52.7
Lease liabilities78.363.9
Borrowings743.7745.8
Total non-current liabilities1,072.11,096.7
Total liabilities2,014.62,200.0
Net assets679.3552.9
Equity
Share capital374.5374.5
Reserves(29.4)(30.7)
Retained earnings334.2209.1
Total equity679.3552.9
161
VENTIA ANNUAL REPORT 2024 |
5.4.2 Details of subsidiaries
The subsidiaries of Ventia Services Group Limited are as follows:
Interest Held %
Name of EntityCountry of Incorporation20242023
BE & MG Pty Ltd
1
Australia100100
BR & I Pty Ltd
1
Australia100100
Broadspectrum (East Timor) Pty Ltd
1
Australia100100
Broadspectrum (Finance) Pty Ltd
1, 2
Australia100100
Broadspectrum (Holdings) Pty Ltd
1, 2
Australia100100
Broadspectrum (International) Pty Ltd
1, 2
Australia100100
Broadspectrum (Oil & Gas) Pty Ltd
1, 2
Australia100100
Broadspectrum (USM) Holdings Pty Ltd
1
Australia100100
Broadspectrum Australia (QLD) Pty Ltd
1
Australia100100
Broadspectrum Escrow Pty Ltd
1
Australia100100
Broadspectrum Holdings (Delaware) Pty Ltd
1
Australia100100
Broadspectrum Pty Ltd
1, 2
Australia100100
Broadspectrum Services Pty Ltd
1
Australia100100
BRS Holdco Pty Ltd
1, 2
Australia100100
ChargePoint Pty Limited
1
Australia100100
Delron Cleaning Pty Ltd
1, 2
Australia100100
Delron Group Facility Services Pty Limited
1, 2
Australia100100
Eastern Catering Services Holdings Pty Ltd
1
Australia100100
Eastern Catering Services Pty Ltd
1
Australia100100
Eastern Pressure Control Pty LtdAustralia5151
Eastern Well Rigs Pty Ltd
1
Australia100100
Eastern Well Service No 2 Pty Ltd
1
Australia100100
Easternwell Drilling Holdings Pty Ltd
1
Australia100100
Easternwell Drilling Services Assets Pty Ltd
1
Australia100100
Easternwell Drilling Services Labour Pty Ltd
1
Australia100100
Easternwell Drilling Services Holdings Pty Ltd
1
Australia100100
Easternwell Energy Rigs Pty Ltd
1
Australia100100
Easternwell Group Assets Pty Ltd
1, 2
Australia100100
Easternwell Group Investments Pty Limited
1, 2
Australia100100
Easternwell Group Operations Pty Ltd
1, 2
Australia100100
Easternwell Group Pty Ltd
1, 2
Australia100100
Easternwell WA Pty Ltd
1, 2
Australia100100
Gorey & Cole Drillers Pty Ltd
1
Australia100100
Gorey & Cole Holdings Pty Ltd
1
Australia100100
ICD (Asia Pacific) Pty Limited
1
Australia100100
Landscape Solutions Pty LimitedNew Zealand100-
O.G.C. Services Pty Ltd
1
Australia100100
Piver Pty Ltd
1, 2
Australia100100
Silcar Pty Ltd
1
Australia100100
Ten Rivers Pty Ltd
1
Australia100100
TS (Procurement) Pty Ltd
1
Australia100100
Ven Air Pty Ltd
1
Australia100100
Ventia Asset Infrastructure Services Pty Limited
1, 2
Australia100100
Ventia Australia Pty Ltd
1, 2
Australia100100
Ventia Environmental Services Pty Limited
1
Australia100100
Ventia Finco Pty Limited
1, 2
Australia100100
Ventia Holdings I Pty Limited
1, 2
Australia100100
Ventia IP Holdings Pty Ltd
1
Australia100100
Ventia Leasing Pty Limited
1
Australia100100
162
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Interest Held %
Name of EntityCountry of Incorporation20242023
Ventia Property Pty Ltd
1, 2
Australia100100
Ventia Pty Limited
1, 2
Australia100100
Ventia Services Group EIP Pty Ltd
1
Australia100100
Ventia Services Pty Ltd
1, 2
Australia100100
Ventia Solutions Pty Limited
1, 2
Australia100100
Ventia Training Pty Ltd
1
Australia100100
Ventia Utility Services Pty Limited
1, 2
Australia100100
Vision Hold Pty Limited
1
Australia100100
Visionstream Australia Pty Limited
1, 2
Australia100100
Visionstream Pty Limited
1,2
Australia100100
Visionstream Services Pty Limited
1, 2
Australia100100
Transfield Services (Asia) Sdn Bhd
3
Malaysia-100
Silcar Nouvelle-Caledonie SAS
3
New Caledonia-100
BRS (NZ Holdings) LimitedNew Zealand100100
BRS (NZ) LimitedNew Zealand100100
TSNZ Pulp & Paper Maintenance LimitedNew Zealand100100
Ventia NZ LimitedNew Zealand100100
Ventia NZ Operations LimitedNew Zealand100100
Ventia Pty Limited (NZ Branch)New Zealand100100
Visionstream NZ LtdNew Zealand100100
Ventia Deco LLCUnited States of America100100
1. Entities included in the Tax Consolidated Group.
2. Entities party to the Deed of Cross Guarantee, pursuant to the Instrument, with Ventia Services Group Limited as the holding entity under the Deed.
3. The entities were deregistered during FY24.
5.5 Parent entity information
As at, and throughout the financial year ended 31 December 2024, the parent entity of the Group was Ventia Services Group
Limited. A Statement of Profit or Loss and Statement of Financial Position for the Company are set out below:
2024
$’m
2023
$’m
Profit after income tax161.4162.6
Total comprehensive income161.4162.6
31 December
2024
$’m
31 December
2023
$’m
Total current assets-11.1
Total non-current assets490.6464.3
To t a l a s s e t s490.6475.4
Total current liabilities76.569.3
Total non-current liabilities––
Total liabilities76.569.3
Net assets414.1406.1
Share capital374.5374.5
Reserves9.65.6
Retained earnings30.026.0
Total equity414.1406.1
163
VENTIA ANNUAL REPORT 2024 |
Guarantees
The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of
certain subsidiaries. Further details on the Deed of Cross Guarantee and the subsidiaries subject to the Deed are disclosed in
Note 5.4.1.
Other guarantees held by the parent entity are the same as those held by the Group as disclosed in Note 6.1.
Commitments for capital expenditure and contingent liabilities
The parent entity does not have any commitments or contingent liabilities (2023: nil), except as disclosed in Note 6.1.
5.6 Related parties
Related parties are persons or entities that are related to the Group as defined by AASB 124 Related Party Disclosures. This note
provides information about transactions with related parties during the year.
Transactions within the Group
During the year and previous years, subsidiaries of Ventia Services Group Limited advanced loans to, received and repaid loans
from, and provided treasury, accounting, legal, taxation, and administrative services to other Group entities.
Group entities also exchanged goods and services in sale and purchase transactions. All transactions occurred on the basis
of normal commercial terms and conditions. Balances and transactions between the Company and its subsidiaries, which are
related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
Transactions with related parties
The Group entered into transactions with its joint arrangements during the year. The following table provides the total amount of
transactions that have been entered into with other related parties and outstanding balances at the end of reporting period:
2024
Revenue
$’000
Expenses
$’000
Current
Receivables
$’000
Non-Current
Receivables
$’000
Current
Payables
$’000
Joint arrangements59,53654,7555,1894,9301,033
59,53654,7555,1894,9301,033
2023
Revenue
$’000
Expenses
$’000
Current
Receivables
$’000
Non-Current
Receivables
$’000
Current
Payables
$’000
Joint arrangements65,74367,2435,7628,2856,407
65,7436 7, 24 35,7628,2856,407
All related party relationships are based on normal commercial arm's length terms. None of the non-executive directors were, or
are, involved in any procurement of these products and services.
Key Management Personnel compensation
All transactions with Directors and Key Management Personnel (including their related parties) were conducted on an arm’s length
basis in the ordinary course of business and under normal terms and conditions for customers and employees.
The total compensation of Key Management Personnel (KMP) is as follows:
2024
$’000
2023
$’000
Short-term employee benefits4,6884,429
Post-employment benefits218192
Other long-term benefits-36
Share-based payments1,2821,520
6,1886,177
Details of equity instruments provided as compensation to KMP and shares issued on exercise of these instruments, together with
the terms and conditions of the instruments, are disclosed in the Remuneration Report.
164
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. Other
6.1 Contingent liabilities
6.1.1 Indemnities
Indemnities given by third parties on behalf of the Group in the ordinary course of business are as follows:
31 December
2024
$’m
31 December
2023
$’m
Insurance, performance and payment bonds460.5392.5
6.1.2 Legal claims
Legal, commercial and regulatory matters may arise in the ordinary course of business. The Directors consider that appropriate
provisions have been raised to reflect expected cost for the resolution and finalisation of open matters and therefore no
contingent liabilities for potential settlements, fines or judgements have been noted, other than the matters below.
6.1.3 Gateway Motorway project
Claims have been made by Queensland Motorways Pty Limited (QML) in the Supreme Court of Queensland against various parties,
including the head design, construction and maintenance contractors of the Gateway Motorway project (D&C Contractor) in
relation to alleged defects in the motorway upgrade project.
Two companies in which the Group has an interest, Visionstream Australia Pty Limited (VA) (a wholly-owned subsidiary) and
Gateway Motorway Services Pty Limited (GMS) (a 50/50 joint venture company), independently provided services to the D&C
Contractor in connection with the project. The D&C Contractor has sought to pass down the nature and the value of certain claims
made against it by QML to VA, and separately GMS.
Both VA and GMS have respectively served their defence to each allegation, denying all liability. The effect of contractual liability
caps, any applicable insurance cover and other relevant matters, will need to be considered.
The works performed by VA relate to intelligent transport signage, electrical works and light poles, with a subcontract value of
$38 million. Based on documents currently filed in court in connection with the existing litigation, the Group understands the
quantum of a claim against VA could be in the order of $64 million, based on other parties’ estimates for (a) the potential future
cost to rectify alleged defects and (b) the associated lane occupancy fees to perform rectification works.
The potential outcome of the proceedings cannot be determined at this stage.
6.1.4 Australian Competition and Consumer Commission proceedings
In December 2024, the Australian Competition and Consumer Commission (ACCC) started civil proceedings in the Federal Court
against Ventia Australia Pty Ltd (VAPL, a wholly-owned subsidiary) and two employees, alleging contraventions of the Australian
competition law provisions for services provided to the Department of Defence (Defence).
The ACCC alleges that in 2020 and 2022, VAPL made and gave effect to, or attempted to make arrangements or understandings
containing provisions which had the purpose, effect or likely effect of fixing, controlling or maintaining the prices at which services
would be supplied to Defence under specific programs of works.
On the basis of information currently known to the Group, the Group intends to defend the proceedings. The potential outcome of
the proceedings cannot be determined at this stage.
Key estimates and judgements
Judgement is required in determining if the probability of outflow is between remote, where no disclosure is required,
and probable, where provision recognition is required, and determining if an obligation cannot be measured with sufficient
reliability for disclosure as a contingent liability.
Management considers historic experience on similar proceedings and other information available such as legal opinion and
expert determination.
165
VENTIA ANNUAL REPORT 2024 |
6.2 Auditors’ remuneration
The auditors’ remuneration for the Group is as follows:
2024
$’000
2023
$’000
Deloitte Touche Tohmatsu and related network firms
Audit or review of financial statements
Group1,2571,410
Subsidiaries and joint operations6865
Total audit or review 1,3251,475
Sustainability assurance90-
Other assurance and agreed-upon procedures under other legislation or contractual agreements8854
Other services:
Other non-assurance services-59
Total other services178113
1,5031,588
6.3 Events after the reporting period
6.3.1 2024 final dividend
Since the end of the financial year, the Directors have resolved to pay a final dividend of 10.63 cents per fully paid ordinary share,
80% franked at 30% tax rate.
In accordance with AASB 110 Events after the Reporting Period, the proposed final dividend is not recognised as a liability as at
31 December 2024.
6.3.2 Divestment of Toowoomba Second Range Crossing
In January 2025, the Group entered into an agreement with a Joint Venture between ACCIONA and Ferrovial for the novation of the
operation and maintenance contract and all associated public private partnership (PPP) agreements on the Toowoomba Second
Range Crossing contract, which was acquired as part of the acquisition of Broadspectrum in 2020.
The consideration for the divestment was $6.3 million. At 31 December 2024, the Group held provisions associated with this
contract, which will be unwound as a result of the novation. The novation is anticipated to result in a gain of $20-25 million in 2025,
which will be recognised as a significant item in the financial statement for the period ending 30 June 2025. Ventia will publish an
underlying 30 June 2025 NPATA based on Group performance excluding the one-off impact.
Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since
31 December 2024 that has significantly affected or may significantly affect:
• The Group’s operations in future financial years;
• The results of those operations in future financial years; or
• The Group’s state of affairs in future financial years.
166
| FINANCIAL REPORT
The consolidated entity disclosure statement is required by section 295(3A) of the Corporations Act 2001. It includes disclosures
about entities consolidated within the Ventia Services Group as at 31 December 2024, including details about the tax residency
of each entity.
The consolidated entity disclosure statement sets out the complete list of Ventia Services Group controlled entities as at
31 December 2024 as detailed in the table below.
Joint ventures (as determined under the accounting standards) are not consolidated as controlled entities in the Ventia
Ser vices Group.
Entity NameEnt it y Ty p e
Ownership
interest
Country of
Incorporation
Tax Residency
(Australia
or Foreign
Jurisdiction)
BE & MG Pty LtdBody corporate100%AustraliaAustralia
BR & I Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum (East Timor) Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum (Finance) Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum (Holdings) Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum (International) Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum (Oil & Gas) Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum (USM) Holdings Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum Australia (QLD) Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum Escrow Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum Holdings (Delaware) Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum Pty LtdBody corporate100%AustraliaAustralia
Broadspectrum Services Pty LtdBody corporate100%AustraliaAustralia
BRS (NZ Holdings) LimitedBody corporate100%New ZealandNew Zealand
BRS (NZ) LimitedBody corporate100%New ZealandNew Zealand
BRS Holdco Pty LtdBody corporate100%AustraliaAustralia
ChargePoint Pty LimitedBody corporate100%AustraliaAustralia
Delron Cleaning Pty LtdBody corporate100%AustraliaAustralia
Delron Group Facility Services Pty LimitedBody corporate100%AustraliaAustralia
Eastern Catering Services Holdings Pty LtdBody corporate100%AustraliaAustralia
Eastern Catering Services Pty LtdBody corporate100%AustraliaAustralia
Eastern Pressure Control Pty LtdBody corporate51%AustraliaAustralia
Eastern Well Rigs Pty LtdBody corporate100%AustraliaAustralia
Eastern Well Service No 2 Pty LtdBody corporate100%AustraliaAustralia
Easternwell Drilling Holdings Pty LtdBody corporate100%Australia
Australia
Easternwell Drilling Services Assets Pty LtdBody corporate100%AustraliaAustralia
Easternwell Drilling Services Holdings Pty LtdBody corporate100%AustraliaAustralia
Easternwell Drilling Services Labour Pty LtdBody corporate100%AustraliaAustralia
Easternwell Energy Rigs Pty LtdBody corporate100%AustraliaAustralia
Easternwell Group Assets Pty LtdBody corporate100%AustraliaAustralia
Easternwell Group Investments Pty LimitedBody corporate100%AustraliaAustralia
Easternwell Group Operations Pty LtdBody corporate100%AustraliaAustralia
Easternwell Group Pty LtdBody corporate100%AustraliaAustralia
Easternwell WA Pty LtdBody corporate100%AustraliaAustralia
Gorey & Cole Drillers Pty LtdBody corporate100%AustraliaAustralia
Gorey & Cole Holdings Pty LtdBody corporate100%AustraliaAustralia
ICD (Asia Pacific) Pty LimitedBody corporate100%AustraliaAustralia
Landscape Solutions Pty LimitedBody corporate100%New ZealandNew Zealand
O.G.C. Services Pty LtdBody corporate100%AustraliaAustralia
Piver Pty LtdBody corporate100%AustraliaAustralia
Silcar Pty LtdBody corporate100%AustraliaAustralia
Consolidated Entity Disclosure Statement
167
VENTIA ANNUAL REPORT 2024 |
Entity NameEnt it y Ty p e
Ownership
interest
Country of
Incorporation
Tax Residency
(Australia
or Foreign
Jurisdiction)
Ten Rivers Pty LtdBody corporate100%AustraliaAustralia
TS (Procurement) Pty LtdBody corporate100%AustraliaAustralia
TSNZ Pulp & Paper Maintenance LimitedBody corporate100%New ZealandNew Zealand
Ven Air Pty LtdBody corporate100%AustraliaAustralia
Ventia Asset Infrastructure Services Pty LimitedBody corporate100%AustraliaAustralia
Ventia Australia Pty LtdBody corporate100%AustraliaAustralia
Ventia Deco LLCBody corporate100%USAUSA
Ventia Environmental Services Pty LimitedBody corporate100%AustraliaAustralia
Ventia Finco Pty LimitedBody corporate100%AustraliaAustralia
Ventia Holdings I Pty LimitedBody corporate100%AustraliaAustralia
Ventia IP Holdings Pty LtdBody corporate100%AustraliaAustralia
Ventia Leasing Pty LimitedBody corporate100%AustraliaAustralia
Ventia NZ LimitedBody corporate100%New ZealandAustralia
Ventia NZ Operations LimitedBody corporate100%New ZealandAustralia
Ventia Property Pty LtdBody corporate100%AustraliaAustralia
Ventia Pty LimitedBody corporate100%AustraliaAustralia
Ventia Services Group EIP Pty LtdBody corporate100%AustraliaAustralia
Ventia Services Pty LtdBody corporate100%AustraliaAustralia
Ventia Solutions Pty LimitedBody corporate100%AustraliaAustralia
Ventia Training Pty LtdBody corporate100%AustraliaAustralia
Ventia Utility Services Pty LimitedBody corporate100%AustraliaAustralia
Vision Hold Pty LimitedBody corporate100%AustraliaAustralia
Visionstream Australia Pty LimitedBody corporate100%AustraliaAustralia
Visionstream NZ LtdBody corporate100%New ZealandAustralia
Visionstream Pty LimitedBody corporate100%Australia
Australia
Visionstream Services Pty LimitedBody corporate100%AustraliaAustralia
Entities where tax residency differed from country of incorporation
Section 295(3A) of the Corporations Act 2001 requires disclosure of the tax residency of each entity included in the consolidated
entity disclosure statement. In certain cases, determination of tax residency involves judgement as it can be fact dependent
and subject to interpretation, requiring consideration of matters such as location of central management and control or place of
effective management. Ventia applied the following interpretations in determining tax residency:
• Australian tax residency has been assessed based on current legislation and judicial precedent, having regard to the
Commissioner of Taxation’s existing public guidance.
• Foreign tax residency has been assessed based on applicable foreign legislation, judicial precedent and regulatory guidance.
168
| FINANCIAL REPORT
In the opinion of the Directors of Ventia Services Group Limited (Company):
a. t here are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable;
b. t he attached Consolidated Financial Statements are in compliance with International Financial Reporting Standards, as stated
in Note 1.1 to the Consolidated Financial Statements;
c. the attached Consolidated Financial Statements and notes thereto are in accordance with the Corporations Act 2001, including
compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group;
d. t he Consolidated Entity Disclosure Statement as at 31 December 2024 set out on pages 166 to 167 is true and correct; and
e. t he Directors have been given the declarations required by Section 295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Corporations (Wholly-owned
Companies) Instrument 2016/785. The nature of the Deed of Cross Guarantee is such that each company which is party to the
Deed guarantees to each creditor payment in full of any debt in accordance with the Deed of Cross Guarantee.
In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the Instrument
applies, as detailed in Notes to the Consolidated Financial Statements will, as a group, be able to meet any obligations or liabilities
to which they are, or may become, subject by virtue of the Deed of Cross Guarantee.
Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act 2001.
On behalf of the Directors.
David Moffatt
Chairman
18 February 2025
Directors’ Declaration
169
VENTIA ANNUAL REPORT 2024 |
Independent auditor's report
170
| FINANCIAL REPORT
171
VENTIA ANNUAL REPORT 2024 |
172
| FINANCIAL REPORT
173
VENTIA ANNUAL REPORT 2024 |
Pictured: Member of our Rig & Well Services team at our workshop in Withcott, Qld
174
| OTHER INFORMATION
Other
information
Shareholder Information
The following information is provided regarding the Issued Capital of Ventia as at 29 January 2025:
The Issued Capital consisted of 855,484,445 fully-paid ordinary shares. Ventia’s fully paid ordinary shares are listed on the
Australian Securities Exchange (ASX) under the code “VNT”, with a secondary listing on the New Zealand Exchange (NZX). Holders
of Ventia’s fully paid ordinary shares have, at general meetings, one vote for each fully paid ordinary share held by them.
Unmarketable parcels
There were 128 holders of less than a marketable parcel of 129 shares.
Distribution schedule of ordinary shares
RangeTotal holdersSecuritiesPercentage
1 - 1,0002,0451,018,4730.12
1,001 - 5,0004,98613,343,0551.56
5,001 - 10,0002,30417,513,1542.05
10,001 - 100,0002,46057,979,8866.78
100,001 Over97765,629,87789.50
To t a l11,892855,484,445100.0
20 largest holders of ordinary shares
RankNameSecuritiesPercentage
1HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED258,004,88030.16
2J P MORGAN NOMINEES AUSTRALIA PTY LIMITED189,927,20522.20
3CITICORP NOMINEES PTY LIMITED.180,609,69421.11
4NATIONAL NOMINEES LIMITED30,977,0393.62
5VENTIA SERVICES EIP PTY LTD19,768,6442.31
6HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA11,929,2641.39
7BNP PARIBAS NOMS PTY LTD9,399,8831.10
8BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING A/C>6,799,8380.79
9BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING COLLATERAL>5,338,1000.62
10HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 24,693,2120.55
11CITICORP NOMINEES PTY LIMITED <143212 NMMT LTD A/C>4,557,3210.53
12BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD>3,879,5830.45
13MR RICHARD OLIVIER KELLEWAY3,773,5250.44
14UBS NOMINEES PTY LTD3,118,9660.36
15IOOF INVESTMENT SERVICES LIMITED 2,602,6140.30
16HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED2,540,8460.30
17HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO EDA1,793,7670.21
18MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED1,736,1130.20
19BNP PARIBAS NOMS PTY LTD <GLOBAL MARKETS>1,536,8700.18
20NETWEALTH INVESTMENTS LIMITED 1,492,2930.17
Totals: Top 20 holders of FULLY PAID ORDINARY SHARES (Total)744,479,65787. 0 2
Total Remaining Holders Balance111,004,78812.98
175
VENTIA ANNUAL REPORT 2024 |
Substantial Shareholders of Ventia
Substantial Shareholder Effective Date Securities Percentage
State Street Corporation and subsidiaries 20/01/202546,546,9835.44%
Vanguard Group23/12/202451,408,4616.09%
Aware Super Pty Ltd13/12/202445,118,0925.27%
Blackrock Group27/05/202443,126,8425.04%
The Capital Group Companies5/05/202347,276,7585.53%
Disclaimer
The information in this annual report is given in good faith
and derived from sources believed to be accurate at this
date but no warranty of accuracy or reliability is given and
no responsibility arising in any way, including for reason of
negligence for errors or omission herein is accepted by Ventia
Services Group Limited or its respective officers. This annual
report is general advice and does not take into account
the particular investment objectives, financial situation or
particular needs of the investor. Before making any investment
in Ventia, the investor or prospective investor should consider
whether such an investment is appropriate to their particular
investment needs, objectives and financial circumstances and
consult and investment advisor if necessary.
Investor Information
Website access
Ventia’s Investor Centre is available online at
www.ventia.com/investor-centre
The Investor Centre provides easy access to important
information about Ventia’s performance, including annual
reports, investor presentations, share price graphs and general
security holder information. The Share Registry section in our
Investor Centre also provides access to update your details
with the Share Registry, Computershare, including:
• checking your holding balance;
• viewing, saving or printing interest payment summaries,
transaction summaries and dividend statements for
shareholders;
• updating or amending your bank account details;
• electing to receive communications electronically; and
• downloading a variety of forms.
Share Registry
Shareholders with enquiries about their shareholdings can
also contact Ventia's Share Registry:
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne Victoria 3001 Australia
Telephone: 1300 850 505 (free call within Australia)
International: +61 3 9415 4000
Website: www-au.computershare.com/investor
When communicating with the Share Registry, it will assist
if you can quote your current address together with your
Security Reference Number (SRN) or Holder Identification
Number (HIN) as shown on your Issuer Sponsored/CHESS
statements.
Computershare also offers shareholders the ability to register
and create a portfolio view of their holdings, registration is
free. To create a portfolio, please go to
www-au.computershare.com/investor
Final share dividend
The final dividend of 10.63 cents per share, franked to 80%,
will be paid on 7 April 2025. The total dividend for 2024 is
19.98 cents. The final dividend is paid on a 75% payout
ratio of NPATA, for the period from 1 January 2024 to
31 December 2024. As the final dividend will only be paid via
direct credit, Australian and New Zealand shareholders need
to nominate a bank, building society or credit union account
within these jurisdictions. Payments are electronically credited
on the dividend payment date and confirmed by a mailed or
electronic payment advice. Payment instructions can either be
lodged online or an appropriate form can be downloaded from
Computershare's website.
On-market buy back
On 19 February 2025, Ventia announced its intention to
undertake an on-market buy back of up to $100 million.
176
| OTHER INFORMATION
Corporate Directory
Ventia Services Group Limited
ABN 53 603 253 541
Level 8
80 Pacific Highway
North Sydney NSW 2060
Website
www.ventia.com
Investor Relations
www.ventia.com/investor-centre
Email: investors@ventia.com
Directors of Ventia Services Group Limited
David Moffatt (Chairman)
Dean Banks (Managing Director and Group CEO)
Jeff Forbes
Sibylle Krieger
Damon Rees
Lynne Saint
Anne Urlwin
Company Secretary
Jill Hardiman
Amy Jackson (appointed 10 February 2025)
Corporate Governance Statement
Our Corporate Governance Statement is in the Corporate Governance section of our website
www.ventia.com/who-we-are/corporate-governance
Annual General Meeting
Ventia's Annual General Meeting is scheduled to be held on Thursday 22 May 2025.
Closing date for the receipt of nominations from persons wishing to be considered for election as a Director is Monday 17 March 2025.
177
VENTIA ANNUAL REPORT 2024 |
Aotearoa New Zealand Climate Standard 1
Climate-related Disclosures (NZ CS 1) - Index
Disclosure objectiveCategoryProvisionReference location
Theme: Governance
6. To enable primary users to
understand both the role an
entity’s governance body plays
in overseeing climate-related
risks and climate-related
opportunities, and the role
management plays in assessing
and managing those climate-
related risks and opportunities.
7. Disclosures
(a) t he identity of the governance body responsible
for oversight of climate-related risks and
opportunities
2024 Annual Report – page 79
(b) a description of the governance body’s oversight
of climate-related risks and opportunities
2024 Annual Report – page 79
(c) a description of management’s role in assessing
and managing climate-related risks and
opportunities
2024 Annual Report – page 79
8. Governance
Body Oversight
(a) t he processes and frequency by which the
governance body is informed about climate-
related risks and opportunities
2024 Annual Report – page 79
(b) h ow the governance body ensures that the
appropriate skills and competencies are
available to provide oversight of climate-related
risks and opportunities
2024 Annual Report – page 79
(c) h ow the governance body considers climate-
related risks and opportunities when developing
and overseeing implementation of the entity’s
strategy
2024 Annual Report – page 79
(d) h ow the governance body sets, monitors progress
against, and oversees achievement of metrics and
targets for managing climate-related risks and
opportunities, including whether and if so how,
related performance metrics are incorporated into
remuneration policies
2024 Annual Report
– pages 79-80, 96, 101-110
9. Management's
Role
(a) h ow climate-related responsibilities are
assigned to management-level positions
or committees, and the process and frequency
by which management-level positions or
committees engage with the governance body
2024 Annual Report
– page 79-80
(b) t he related organisational structure(s) showing
where these management-level positions and
committees lie
2024 Annual Report – page 80
(c) t he processes and frequency by which
management is informed about, makes
decisions on, and monitors, climate-related risks
and opportunities.
2024 Annual Report – page 79
Theme: Strategy
10. To enable primary users
to understand how climate
change is currently impacting
an entity and how it may do so
in the future. This includes the
scenario analysis an entity has
undertaken, the climate-related
risks and opportunities an entity
has identified, the anticipated
impacts and financial impacts
of these, and how an entity will
position itself as the global and
domestic economy transitions
towards a low-emissions,
climate-resilient future.
11. Disclosures
(a) a description of its current climate-related
impacts
2024 Annual Report – page 74
(b) a description of the scenario analysis it has
undertaken
2024 Annual Report – page 74
2024 Sustainability Databook
tab “Climate Scenarios”
(c) a description of the climate-related risks and
opportunities it has identified over the short,
medium, and long term
2024 Annual Report
– pages 74-77
(d) a description of the anticipated impacts
of climate-related risks and opportunities
Ventia has elected to use Adoption
provision 2 under NZ CS 2
(e) a description of how it will position itself as the
global and domestic economy transitions towards
a low-emissions, climate-resilient future state
2024 Annual Report
– pages 15-17, 37-39, 74
178
| OTHER INFORMATION
Disclosure objectiveCategoryProvisionReference location
12. Current
Impacts and
Financial
Impacts
(a) its current physical and transition impacts2024 Annual Report
– pages 72-77
(b) t he current financial impacts of its physical
and transition impacts identified in (a)
2024 Annual Report – page 74
(c) i f the entity is unable to disclose quantitative
information for paragraph (b), an explanation
of why that is the case
2024 Annual Report – page 74
13. Scenario
Analysis
Undertaken
An entity must describe the scenario analysis it
has undertaken to help identify its climate-related
risks and opportunities and better understand
the resilience of its business model and strategy.
This must include a description of how an entity
has analysed, at a minimum, a 1.5 degrees Celsius
climate-related scenario, a 3 degrees Celsius
or greater climate-related scenario, and a third
climate-related scenario
2024 Annual Report – page 74
2024 Sustainability Databook
tab “Climate Scenarios”
14. Climate-
related Risks and
Opportunities
(a) h ow it defines short, medium and long term and
how the definitions are linked to its strategic
planning horizons and capital deployment plans
2024 Annual Report – page 74
(b) whether the climate-related risks and
opportunities identified are physical or
transition risks or opportunities, including,
where relevant, their sector and geography
2024 Annual Report
– pages 74-77
(c) h ow climate-related risks and
opportunities ser ve as an input to its
internal capital deployment and funding
decision-making processes
2024 Annual Report – page 74
15. Anticipated
Impacts and
Financial
Impacts
(a) t he anticipated impacts of climate-related
risks and opportunities reasonably expected
by the entity
Ventia has elected to use
Adoption provision 2
under NZ CS 2
(b) t he anticipated financial impacts of
climate-related risks and opportunities
reasonably expected by an entity
Ventia has elected to use Adoption
provision 2 under NZ CS 2
(c) a description of the time horizons over
which the anticipated financial impacts
of climate-related risks and opportunities
could reasonably be expected to occur
Ventia has elected to use Adoption
provision 2 under NZ CS 2
(d) i f an entity is unable to disclose quantitative
information for paragraph (b), an explanation
of why that is the case
Ventia has elected to use Adoption
provision 2 under NZ CS 2
16. Transition
Plan Aspects of
Its Strategy
(a) a description of its current business model
and strategy
2024 Annual Report
– pages 15-17
(b) t he transition plan aspects of its strategy,
including how its business model and strategy
might change to address its climate-related risks
and opportunities
2024 Annual Report
– pages 41-43, 77
(c) the extent to which transition plan aspects
of its strategy are aligned with its internal
capital deployment and funding
decision-making processes
2024 Annual Report
– pages 37-39, 77
179
VENTIA ANNUAL REPORT 2024 |
Disclosure objectiveCategoryProvisionReference location
Theme: Risk Management
17. To enable primary users
to understand how an entity’s
climate-related risks are
identified, assessed, and
managed and how those
processes are integrated into
existing risk management
processes.
18. Disclosures
(a) a description of its processes for identifying,
assessing and managing climate-related risks
2024 Annual Report – page 74
(b) a description of how its processes for
identifying, assessing, and managing
climate-related risks are integrated into its
overall risk management processes.
2024 Annual Report – page 74
19. An entity
must include
the following
information
when describing
its processes
for identifying,
assessing and
managing
climate-related
risks (see
paragraph 18(a)):
(a) the tools and methods used to identify, and to
assess the scope, size, and impact of, its
identified climate-related risks
2024 Annual Report – page 74
(b) t he short-term, medium-term, and
long-term time horizons considered,
including specifying the duration of each
of these time horizons
2024 Annual Report – page 74
(c) whether any parts of the value chain
are excluded
2024 Annual Report – page 74
(d) the frequency of assessment2024 Annual Report – page 77
(e) i ts processes for prioritising climate-related risks
relative to other types of risks
2024 Annual Report – page 74
Theme: Metrics and Targets
20. To enable primary users
to understand how an entity
measures and manages its
climate-related risks and
opportunities. Metrics and
targets also provide a basis
upon which primar y users
can compare entities within a
sector or industr y.
21. Disclosures(a) the metrics that are relevant to all entities
regardless of industry and business model
2024 Annual Report
– pages 40-41
2024 Sustainability Databook
(b) i ndustry-based metrics relevant to its industry
or business model used to measure and manage
climate-related risks and opportunities
No industry-based
metrics used
(c) a ny other key performance indicators used
to measure and manage climate-related risks
and opportunities
2024 Annual Report
– pages 36, 40-41, 81
(d) t he targets used to manage climate-related risks
and opportunities, and performance against
those targets
2024 Annual Report
– pages 36-37, 81
22. Metric
Categories
(a) g reenhouse gas (GHG) emissions: gross
emissions in metric tonnes of carbon dioxide
equivalent (CO2e) classified as:
i. s cope 1
ii. scope 2 (calculated using the
location-based method)
iii. s cope 3
2024 Annual Report
– pages 40-41
2024 Sustainability Databook
tab “Environment Data”
(b) GHG emissions intensity2024 Annual Report – page 41
2024 Sustainability Databook
tab “Environment Data”
(c) t ransition risks: amount or percentage of
assets or business activities vulnerable to
transition risks
2024 Annual Report – page 74
No metric established
(d) p hysical risks: amount or percentage of assets or
business activities vulnerable to physical risks
2024 Annual Report – page 74
No metric established
(e) c limate-related opportunities: amount or
percentage of assets, or business activities
aligned with climate-related opportunities
2024 Annual Report – page 74
No metric established
(f) c apital deployment: amount of capital
expenditure, financing, or investment deployed
toward climate-related risks and opportunities
2024 Annual Report – page 74
No metric established
(g) i nternal emissions price: price per metric tonne
of CO2e used internally by an entity
2024 Annual Report
– pages 44, 77
Internal trial underway
180
| OTHER INFORMATION
Disclosure objectiveCategoryProvisionReference location
(h) r emuneration: management remuneration
linked to climate-related risks and opportunities
in the current period, expressed as a percentage,
weighting, description
2024 Annual Report
– pages 79-80, 101-110
23. Targets
(a) the time frame over which the target applies2024 Annual Report
– pages 36-39, 81
(b) a ny associated interim targetsNo interim targets
(c) t he base year from which progress is measured2024 Annual Report
– pages 36, 81
(d) a description of performance against the targets2024 Annual Report
– pages 40, 81
(e) e ach GHG emissions target:
i. whether the target is an absolute target or
intensity target
ii. the entity’s view as to how the target
contributes to limiting global warming to
1.5 degrees Celsius
iii. t he entity’s basis for the view expressed in
ii., including any reliance on the opinion or
methods provided by third parties
iv. the extent to which the target relies on
offsets, whether the offsets are verified
or certified, and if so, under which scheme
or schemes
2024 Annual Report
– pages 36-40
24. GHG
Emissions
(a) a statement describing the standard or
standards that its GHG emissions have been
measured in accordance with
2024 Annual Report – page 41
(b) t he GHG emissions consolidation approach
used: equity share, financial control, or
operational control
2024 Reporting Criteria
(c) t he source of emission factors and the global
warming potential (GWP) rates used or a
reference to the GWP source
2024 Annual Report – page 41
2024 Sustainability Databook
– tab “Environment Data”
2024 Reporting Criteria
(d) a summary of specific exclusions of sources,
including facilities, operations or assets with a
justification for their exclusion
2024 Reporting Criteria
2024 Sustainability Databook
– tab “Environment Data”
25 & 26.
Assurance of
GHG Emissions
Part 7A of the Financial Markets Conduct Act 2013
requires that the disclosure of an entity’s GHG
emissions as required by Aotearoa New Zealand
Climate Standards are the subject of an assurance
engagement. This Standard requires that this
assurance engagement is a limited assurance
engagement at a minimum.
2024 Annual Report
– pages 83-85
a) GHG emissions: gross emissions in metric tonnes
of CO
2
e classified as:
i. s cope 1
ii. scope 2 (calculated using the
location-based method)
iii. s cope 3
2024 Annual Report
– pages 83-85
(b) a dditional requirements for the disclosure of
GHG emissions
2024 Annual Report
– pages 83-85
(c) GHG emissions methods, assumptions and
estimation uncertainty
2024 Annual Report
– pages 83-85
181
VENTIA ANNUAL REPORT 2024 |
Aotearoa New Zealand Climate Standard 3
General Requirements for Climate-related Disclosures (NZ CS 3) – Index
CategoryProvisionReference location
21. Reporting entity
21. Except as otherwise required by Part 7A of the Financial Markets
Conduct Act 2013, an entity must prepare its climate-related disclosures
for the same reporting entity as its financial statements.
2024 Annual Report
– About this report
22. Value chain
22. Climate-related risks and opportunities relate to activities, interactions,
and relationships and to the use of resources along an entity’s value
chain. When considering its exposure to climate-related risks and
opportunities, an entity must consider the exposure of its value chain
as well. Investments that an entity has in other entities, for example,
associates and joint ventures, are also considered to be part of an
entity’s value chain.
2024 Annual Report
– pages 74-77
23. Reporting currency
23. When currency is used as the unit of measure in an entity’s
climate-related disclosures, an entity must use the presentation
currency of its financial statements.
2024 Annual Report – page 126
24-25. Reporting period
24. An entity must prepare its climate-related disclosures for the same
reporting period as its annual financial statements.
2024 Annual Report
– About this report
25. When an entity changes the end of its reporting period, resulting in
a reporting period that is longer or shorter than 12 months, an entity
must disclose the period covered by its climate-related disclosures and:
(a) the reason for using a longer or shorter period; and
(b) t he fact that the climate-related disclosures are not entirely
comparable.
n/a – no change in
reporting period
33 & 37. Materiality
33. An entity must apply judgement to identify the information about
climate-related risks and opportunities that is material to an
entity’s circumstances at each reporting date. Because an entity’s
circumstances change over time, materiality judgements are reassessed
at each reporting date in the light of those changed circumstances.
37. An entity must consider the context in which it operates when making
materiality judgements. Characteristics of the entity’s context include,
but are not limited to, an entity’s geographical location, its industry
sector, or the state of the economy or economies in which an entity
operates. Entities operating in the same context might share a number
of these qualitative factors. Moreover, these qualitative factors could
remain constant over time or could var y. In some circumstances,
if an entity is not exposed to a risk to which other entities in its industry
are exposed, that fact could reasonably be expected to influence its
primary users’ decisions; that is, information about the lack of exposure
to that particular risk could be material information.
2024 Annual Report – page 80
40-42. Comparatives
for metrics
40. For each metric disclosed in the current reporting period an
entity must disclose comparative information for the immediately
preceding two reporting periods.
Ventia has elected to use
Adoption provision 6
under NZ CS 2
41. I f an entity discloses a new metric in the current reporting period,
paragraph 40 does not apply. In such cases the following disclosure
requirements apply.
(a) An entity is not required to disclose comparative information in the
current reporting period of disclosing a new metric.
(b) In the subsequent reporting period, an entity must disclose
comparative information for the new metric for the immediately
preceding reporting period.
(c) From the second reporting period an entity must disclose
comparative information for this metric for the immediately
preceding two reporting periods (that is, the metric is no longer new,
and the requirement in paragraph 40 applies).
Ventia has elected to use
Adoption provision 6
under NZ CS 2
182
| OTHER INFORMATION
CategoryProvisionReference location
42. An entity must disclose an analysis of the main trends evident from
a comparison of each metric from previous reporting periods to the
current reporting period.
Ventia has elected to use
Adoption provision 7
under NZ CS 2
45. Restatement of
comparatives
45. An entity must correct material errors made in previous reporting
periods by restating the comparative information for any previous
reporting period(s) in which the error occurred. The entity must disclose
an explanation of the error and the change. If the error relates solely to
narrative information, an explanation of the error must be disclosed.
Corrections of errors must be made in the first climate statement or group
climate statement authorised for issue after the discovery of the errors.
2024 Annual Report
– pages 40 -41
2024 Sustainability Databook
– tab “Environment Data”
49-50. Methods and
assumptions, and data and
estimation uncertainty
49. An entity must:
(a) provide a description of the methods and assumptions used in the
preparation of its climate-related disclosures where they are not
apparent, including the limitations of those methods.
(b) i dentify aspects of its disclosure (including amounts) that involve
data and estimation uncertainty, disclosing the sources and nature of
data and estimation uncertainties.
50. When deciding how much information to disclose in accordance with
paragraph 49, an entity must focus on those assumptions and other
sources of estimation and data uncertainty that have the most influence
on an entity’s climate-related disclosures, or that require an entity’s
most difficult, subjective or complex judgements.
2024 Annual Report – page 41
2024 Sustainability Databook
– tab “Environment Data”
2024 Reporting Criteria
51. Scenario analysis
methods and assumptions
An entity must disclose the methods and assumptions underlying
the climate-related scenarios used, and the scenario analysis process
employed. The following information must be included when describing the
methods and assumptions underlying the climate-related scenarios used,
and the scenario analysis process employed:
(a) t he climate-related scenarios it has used, including:
i. a brief description of each scenario narrative;
ii. the time horizons considered, including endpoints and whether the
endpoints are determined by a year or a temperature target;
iii. a description of the various emissions reduction pathways in each
scenario and the assumptions underlying pathway development
over time, including the scope of operations covered, policy and
socioeconomic assumptions, macroeconomic trends, energy
pathways, carbon sequestration from afforestation and nature-
based solutions and technology assumptions including negative
emissions technology;
iv. an explanation of why the entity believes the chosen scenarios
are relevant and appropriate to assessing the resilience of the
entity’s business model and strategy to climate-related risks and
opportunities; and
v. the sources of data used to construct each scenario;
b) how the scenario analysis process has been conducted, including:
i. whether scenario analysis is a standalone analysis or integrated
within the entity’s strategy processes;
ii. the governance process used to oversee and manage the scenario
analysis process, including the role of the governance body and
management;
iii. i f modelling has been undertaken, a clear description of what
modelling was undertaken and why the model was chosen as the
appropriate model; and
iv. which external partners and stakeholders are involved.
2024 Annual Report – page 74
2024 Sustainability Databook
– tab “Climate Scenarios”
183
VENTIA ANNUAL REPORT 2024 |
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