Appendix 4G and Corporate Governance Statement
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
VENTIA SERVICES GROUP LIMITED
ABN/ARBN Financial year ended:
53 603 253 541 31 December 2024
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://www.ventia.com/who-we-are/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 19 February 2025 and has
been approved by the Board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 19 February 2025
Name of authorised officer
authorising lodgement:
Jill Hardiman
Group Company Secretary
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
We have disclosed a copy of our Board Charter at this URL on our
website at
https://www.ventia.com/who-we-are/corporate-
governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒ Relevant information on Directors standing for election is
included in the Notice of Meeting
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
and we have disclosed a copy of our diversity policy at:
https://www.ventia.com/generic-page/our-policies
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒ and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.4 A majority of the board of a listed entity should be independent
directors.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☐
☒ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
☐ set out in our Corporate Governance Statement
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
The code of conduct can also be found here:
https://www.ventia.com/generic-page/our-policies
☐ set out in our Corporate Governance Statement
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
The Whistleblower protection policy can be found here:
https://www.ventia.com/generic-page/our-policies
☐ set out in our Corporate Governance Statement
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
The Bribery & Corruption Policy can be found here:
https://www.ventia.com/generic-page/our-policies
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
☐ set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
The Disclosure Policy can be found at:
https://www.ventia.com/generic-page/our-policies
☐ set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
☐ set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
https://www.ventia.com/who-we-are/corporate-governance
☐ set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
☐ set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
☐ set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒ ☐ set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
☐ set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to
the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
☐ set out in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
and we have disclosed a copy of the charter of the committee at:
https://www.ventia.com/who-we-are/corporate-governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
and we have disclosed our policy on this issue or a summary of it at:
https://www.ventia.com/generic-page/our-policies
.
☐
set out in our Corporate Governance Statement OR
☐ we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
☐
and we have disclosed information about the processes in place at:
.................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☒ we do not have a director in this position and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and this recommendation is
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
2024
Redefining Service Excellence
Corporate
Governance
Statement
Governance at Ventia
At Ventia, we believe good governance is fundamental to
delivering on our strategy of Redefining Service Excellence.
Ventia is an infrastructure services provider operating in Australia and New Zealand.
Our purpose is to make infrastructure work for our communities. It’s at the heart of
who we are and is what unites and excites us.
Redefining Service Excellence is our approach to delivering service excellence to our
stakeholders. We differentiate ourselves through our customer focus, innovation and
commitment to sustainability. Our strategy encourages us to create a culture where
we seek to improve every day to deliver successful outcomes. Redefining Service
Excellence is our blueprint for success, brought to life by the pride and passion of
our people.
Our approach to governance is based on our values and strategy which represent
what we stand for every day, both internally and externally. Our governance
framework enables our people to deliver on our commitments and plays an integral
role in effective and responsible decision making for our shareholders, employees,
business partners, government, regulators and the broader community.
This Corporate Governance Statement (Statement) details the key governance
policies and practices adopted by our Board, some of which can be found in the
Corporate Governance section of our website at www.ventia.com.
Under ASX Listing Rule 4.10.3, ASX-listed entities are required to benchmark
their corporate governance practices against the ASX Corporate Governance
Council’s Corporate Governance Principles and Recommendations (4th Edition)
(ASX Recommendations). At the end of the reporting period, 31 December 2024,
Ventia complied with all ASX Recommendations.
This Statement is current as at 19 February 2025 and has been approved by the
Board and lodged with the ASX, together with its accompanying Appendix 4G.
Pictured:
David Moffatt,
Chairman
Stakeholders
Our Purpose
Making infrastructure
work for our
communities
Our ValuesOur Strategy
Redefining
Service
Excellence
Collaboration
Challenge
Integrity
Ingenuity
Customer Focused
Innovative
Sustainable
Independent
Assurance
Group Company Secretary
Safety &
Sustainability
Committee
Audit, Risk &
Compliance
Committee
People &
Remuneration
Committee
Nominations
Committee
Business
Development
& Digital
Committee
Executive
Leadership
Team
Accountability and reporting
Delegation
Dele
gation
and o
ver
sight
Account
ability
and R
eporting
Dele
gation
Board of Directors
Managing Director
and Group CEO
Responsibility for the
day-to-day operations
Ventia’s Governance Framework
1
CORPORATE GOVERNANCE STATEMENT 2024 |
Key governance
framework component
Relevant
ASX Principle(s)Relevant governance documents
Section 1:
Our Board & Committees
A skillful and experienced
Board, with a Committee
structure suited to our needs
Principle 1:
Lay solid foundations
for management
and oversight
Principle 2:
Structure the Board
to be effective and
add value
• Code of Conduct
• Constitution
• Board Charter
• Audit, Risk and
Compliance
Committee Charter
• Safety and Sustainability
Committee Charter
• People and Remuneration
Committee Charter
• Business Development
and Digital Committee
Charter
• Nominations
Committee Charter
Section 2:
Our Executive
Leadership Team
Clear delegation, decision
making and accountability
to our Group Chief Executive
Officer, Executive Leadership
Team and senior executives
Principle 1:
Lay solid foundations
for management
and oversight
• Board Charter• Delegations of
Authority Matrix
Section 3:
Risk & Opportunity
Management
Strong systems of risk and
opportunity management
are essential to deliver on
our purpose
Principle 4:
Safeguard the integrity
of corporate reports
Principle 7:
Recognise and
manage risk
• Code of Conduct
• Audit, Risk and
Compliance
Committee Charter
• Risk Management Policy
• Tax Corporate
Governance Policy
• Treasury Policy
• Critical Risk Protocols
• Group Financial Control
and Accounting Policy
• Asset Management Policy
• Delegations of
Authority Matrix
• Procurement Policy
• Information
Security Policy
• Contractual Risks
Standard
• Privacy Policy
Section 4:
Promoting Responsible
& Ethical Behaviour
Ventia’s Code of Conduct
together with Ventia’s Values,
Policies and Standards
set out clear standards of
behaviour expected from all
our people and our business
partners. It also reinforces
our responsibilities to our
shareholders, employees,
business partners,
government, regulators and
the communities where
we operate.
Principle 3:
Instil a culture
of acting lawfully,
ethically and
responsibly
• Code of Conduct
• Bribery and
Corruption Policy
• Securities Dealing Policy
• Disclosure Policy
• Donations and
Sponsorship Policy
• Modern Slavery Policy
• International Trade
Controls and Anti-Money
Laundering Policy
• Government
Relations Policy
• Privacy Policy
• Procurement Policy
• Bullying and
Harassment Standard
• Equal Employment
Opportunity and
Discrimination Policy
• Indigenous
Relations Policy
• Diversity, Equity and
Inclusion Policy
• Sustainability Policy
• Compliance Standard
• Conflict of
Interest Standard
• Gifts and
Hospitality Standard
The table below sets out each of the key components of our
governance framework and is cross-referenced against the
relevant ASX Principle and relevant governance documents
currently adopted by Ventia.
Key Components of Our Governance Framework
2
| CORPORATE GOVERNANCE STATEMENT 2024
Key governance
framework component
Relevant
ASX Principle(s)Relevant governance documents
Section 5:
Safety & Sustainability
Taking a common
approach to safety, health,
environment and quality
across all our businesses
helps us deliver our services
both safely and sustainably
Principle 3:
Instil a culture of
acting lawfully, ethically
and responsibly
Principle 7:
Recognise and
manage risk
• Code of Conduct
• Critical Risk Protocols
• Health and Safety Policy
• Quality Policy
• Sustainability Policy
• Workplace Injury
Management Policy
• Information
Security Policy
• Environmental Policy
Section 6:
Diversity, Equity
& Inclusion
We celebrate and
embrace diversity across our
business – diversity in
background, age, gender,
skills, experience and
thought
Principle 3:
Instil a culture of
acting lawfully, ethically
and responsibly
Principle 8:
Remunerate fairly
and responsibly
• Code of Conduct
• Diversity, Equity and
Inclusion Policy
• Bullying and
Harassment Standard
• Indigenous
Relations Policy
• Equal Employment
Opportunity &
Discrimination Policy
• Flexible Working
Arrangements Standard
Section 7:
Stakeholder Engagement
We are committed to a
coordinated, timely, and
respectful approach to
communication with all
stakeholders
Principle 5:
Make timely and
balanced disclosure
Principle 6:
Respect the rights
of security holders
• Code of Conduct
• Communications
& Media Relations Policy
• Privacy Policy
• Government
Relations Policy
• Disclosure Policy
3
CORPORATE GOVERNANCE STATEMENT 2024 |
Role and responsibilities
The Board is responsible for the overall corporate governance
of Ventia Services Group Limited and its controlled entities
(Group). It sets the ‘tone from the top’ by demonstrating
behaviours that are aligned with Ventia’s values.
The Board is governed by a Constitution and Board
Charter which sets out the Board’s authority,
responsibilities, membership criteria and the agreed
principles by which it operates. These documents, together
with Committee Charters and a Delegations of Authority
Matrix (DoA), establish the relationship between the Board
and Management.
The primary responsibilities reserved specifically for the
Board include:
• approving, with input from Management, the Group's
strategic objectives and operating budgets;
• monitoring corporate performance and Management’s
implementation of Ventia’s strategy;
• setting Ventia’s risk appetite, within which the Board
expects Management to operate in the execution of our
strategy and business objectives;
• approving financial reports, profit forecasts, outlook
statements and other reports required by law or under
the ASX Listing Rules to be adopted by the Board;
• approving major capital expenditure and transactions in
excess of the discretionary limits delegated to the Group
CEO, and overseeing capital management;
• satisfying itself that Ventia’s remuneration framework
is aligned with Ventia’s values, strategic objectives and
tolerance for risk;
• approving acquisitions, divestments, partnerships,
business ventures, entering new industries or operating
in new countries, as set out in the DoA;
• appointing, evaluating the performance of, determining
the remuneration of, removal of, and planning succession
of, the Group CEO and Executive Leadership Team;
• approving Ventia’s values and monitoring corporate
culture; and
• approving Ventia’s policies including Code of Conduct.
Composition of the Board
Effective 20 February 2024, all Non-Executive Directors of
the Board were determined to be independent Directors.
During such time in the reporting period that the Chairman
was not considered an Independent Non-Executive Director,
Jeff Forbes was designated as the ‘Lead Independent
Non-Executive Director’.
The Board considers that each Ventia Director is able to,
individually and collectively, analyse the issues before them
objectively and in the best interests of shareholders and in
accordance with their duties as Directors.
In relation to election at an Annual General Meeting (AGM):
• the Directors to retire shall be those who have been longest
in office since their last election, noting that Directors must
retire at the third AGM, or three years since their last election
(whichever is longer); and
• a Director who has been appointed by the Board to fill a
casual vacancy is required to retire and stand for election
by the shareholders at the next AGM.
1. Our Board and Committees
4
| CORPORATE GOVERNANCE STATEMENT 2024
Board membership
The table below sets out the details of the Directors of the Board. Each of these Directors served during FY2024.
NamePosition
1
IndependentAppointed
Current Independent Non‑Executive Directors
David Moffatt
2
ChairmanYes2014
Jeff ForbesIndependent Non-Executive DirectorYes2021
Sibylle KriegerIndependent Non-Executive DirectorYes2021
Damon ReesIndependent Non-Executive DirectorYes2023
Lynne SaintIndependent Non-Executive DirectorYes2021
Anne UrlwinIndependent Non-Executive DirectorYes2021
Non‑Executive Directors
Kevin Crowe
3
Non-Executive DirectorNo2014
Current Executive Directors
Dean Banks
Managing Director and
Group Chief Executive Officer
No2022
1. Details of the qualifications and experience of each current Director are set out in Ventia’s 2024 Annual Report.
2. The Nominations Committee determined that David Moffatt was considered an Independent Non-Executive Director effective 20 February 2024.
3. Kevin Crowe retired 21 February 2024.
Role of the Chairman
The role of the Chairman includes:
• providing effective leadership to the Board in relation
to all Board matters;
• guiding the Board agenda and conducting all Board
meetings to facilitate discussions, challenges and
decision-making;
• in conjunction with the Group Company Secretary,
arranging regular Board meetings throughout the year
and confirming that minutes of meetings accurately
record decisions taken;
• acting as a conduit between Management and
the Board; and
• supporting the Group CEO’s people agenda, and providing
mentoring and business development to employees.
Outside Board meetings, the Chairman acts as the
main interface between the Board and the Group CEO.
The Chairman also represents to the Board to our
shareholders and actively engages with Ventia’s
regulators and customers.
Board skills
The Nominations Committee is responsible for ensuring that
our Board is comprised of Directors who collectively have the
skills, experience, knowledge and diversity needed to support
Ventia in achieving its strategic objectives and fulfilling its legal
and regulatory requirements. The Board’s Skills Matrix is an
important tool in this process.
The creation of a Skills Matrix for Ventia is an opportunity
for considered reflection and productive discussion on how
the Board is constituted currently and also how it believes it
should best be constituted in the future to align with Ventia’s
strategy and the needs of a listed entity.
The Skills Matrix (as set out on the following page) sets out
the skills, knowledge, experience and capabilities desired of
the Board to enable it to meet both the current and future
challenges of Ventia.
In 2024, each of the Directors undertook a self-assessment of
the Skills Matrix to identify his/her current skill level against
each skill. These results were then consolidated and reviewed
by the Directors. The Board considers the current Skills Matrix
to be valid and Directors have confirmed there have been no
material changes to their self-assessments during the year.
All areas in the Skills Matrix are currently well represented by
the current Board.
5
CORPORATE GOVERNANCE STATEMENT 2024 |
Board Skills Matrix
Putting Safety and Health above all elseHealth, Safety and Environment
Providing our customers with excellence
in service delivery
Project development, project
management and delivery
Social performance, community
engagement and human rights
Being known for our talented
and engaged people
People and Culture
Creating value for our clients through
low cost, quality solutions
Customer experience
Sustainability
Bringing technology to deliver new
and innovative ways of working
Digital
Industry Experience
Financial Acumen
Strategy
Corporate Development
Legal Compliance and Regulatory
Risk Management
Leadership
Holistic thinking
General Director
skills/experience
Redefining Excellence
KEY:
Strong: Director has professional
qualifications in this area and/or
has particular expertise due to the
nature and duration of professional
and/or Board experience.
Moderate: Director has experience
on Boards or business involvement
in this area.
Limited: Director has some, but not
detailed, knowledge in this area.
6
| CORPORATE GOVERNANCE STATEMENT 2024
Board independence
The Board Charter sets out guidelines to assist in considering
the independence of Directors. The Board considers a
Director to be independent where he or she is free of any
interest, position or relationship that might influence, or might
reasonably be perceived to influence, in a material respect,
his or her capacity to bring independent judgement to bear
on issues before the Board and to act in the best interests
of Ventia as a whole rather than an individual shareholder
or other party. The Board reviews the independence of
each Director in light of information disclosed to the Board
having regard to all relevant matters, including Box 2.3 of the
ASX Recommendations.
At all times during 2024, the Board comprised a majority of
independent Directors. Each of the current Non-Executive
Directors, including the Chairman, has been determined by the
Board to be independent.
The Board considers that each of Jeff Forbes, Lynne Saint,
Sibylle Krieger, Damon Rees and Anne Urlwin are free from any
interest, position or relationship that might influence, or might
reasonably be perceived to influence, in a material respect,
his or her capacity to bring independent judgement to bear
on issues before the Board and to act in the best interests of
Ventia as a whole rather than in the interests of an individual
shareholder or other party and is able to fulfil the role of an
Independent Non-Executive Director for the purpose of the
ASX Recommendations.
David Moffatt was originally nominated to the Board by Apollo
in 2015 as Executive Chairman and subsequently held the
position of Group CEO of Ventia on an interim basis (between
November 2019 and January 2021). He is currently a senior
professional adviser to Apollo Global Management. Effective
20 February 2024, the Board determined David Moffatt to be
an Independent Director. During the period that David Moffatt
was not deemed to be an Independent Director, Jeff Forbes
held the role of “Lead Independent Non-Executive Director”
to ensure appropriate independence was maintained by
the Board.
Kevin Crowe, who was not considered by the Board to be an
Independent Non-Executive Director resigned from the Board
effective 21 February 2024.
Dean Banks was appointed as Managing Director in June 2022.
As Group CEO, he is not considered by the Board to be an
Independent Non-Executive Director.
Outside interests and conflicts of interest
Prior to accepting any non-Ventia Board or executive
appointments, Directors must discuss the proposed
appointment with the Chairman to ensure that it will permit
them to continue to act at all times in the best interests of
Ventia, exercise independent judgement and devote sufficient
time to fulfil their obligations to Ventia. The Chairman will
review the proposed appointment, particularly in the context
of conflicts of interest, on a case-by-case basis.
All Directors must immediately disclose any perceived,
potential or actual conflicts of interest that could impact their
independence. When such a conflict of interest arises, the
Director concerned withdraws from the Board meeting while
the relevant matters are considered, and will not receive Board
or Committee papers or minutes pertaining to that matter that
they are conflicted by. Accordingly, the Director concerned
neither takes part in discussions nor exercises any influence
over the Board if such a conflict of interest exists.
Board selection and appointment
The Nominations Committee uses a range of tools (including
the Skills Matrix as set out above) to make recommendations
to the Board in respect of the:
• mix currently represented on the Board;
• skills, knowledge, experience, independence and diversity
the Board is looking to achieve in its membership; and
• desirable qualities and capabilities that should be targeted
in the Board’s succession planning.
The Board will review the candidates and the most suitable
person is either appointed by the Board and will stand for
election at the next AGM or is recommended to shareholders
for election at a general meeting.
Prior to the appointment of any new Director, appropriate
checks will be conducted to determine if they have the
capabilities needed and are fit and proper to undertake the
responsibilities of the role. Appropriate background checks are
also undertaken prior to employing senior executives.
As required by the ASX Recommendations, all material
information in Ventia’s possession relevant to a Director’s
election or re-election will be provided to shareholders in the
relevant Notice of Meeting.
If the Board determines that a candidate should be appointed
to the Board, they will receive a formal letter of appointment
outlining the key terms, conditions and expectations of
their appointment.
Before accepting the position, the candidate must confirm that
they have sufficient time to fulfil their obligations to Ventia and
provide details of their other commitments and interests.
7
CORPORATE GOVERNANCE STATEMENT 2024 |
Director induction
A Director’s effectiveness in their role is enhanced when they
have clarity about their responsibilities and what is expected
of them as a member of the Board, including the nature of
Directors’ duties and the operations and finances of the
organisation at a level that enables them to govern and meet
their oversight obligations.
Ventia has a documented Director Induction Program that
is designed to ensure that new Directors are in a position to
maximise their contribution to the governance and strategic
oversight of Ventia from the earliest possible date.
The Director Induction Program is split into three
stages, namely:
• Stage 1 – Upon Appointment: Immediately following
appointment, Directors receive a comprehensive range of
materials regarding Ventia;
• Stage 2 – 1-2 months following appointment: Newly
appointed Directors are given the opportunity to meet
key internal and external stakeholders across Ventia’s
operations and, if practicable, undertake site visits; and
• Stage 3 – Ongoing Development: Throughout their tenure,
Directors will be provided the opportunity to develop their
understanding as a Director of Ventia. Further information is
set out below.
Ongoing director training
Directors are expected to maintain the knowledge and skills
required to perform their role effectively. As part of their
ongoing training and development, Directors receive relevant
briefings from senior executives, the external auditor and
external advisors relating to:
• workplace, health, environment, safety and sustainability;
• economic issues in the markets in which Ventia operates;
• insurance; and
• directors’ duties.
During 2024, the Directors visited several offices and project
sites. In addition, the Directors participated in briefings with
external advisers. The visits and briefings allow the Directors
to further their understanding of Ventia’s operations and the
communities in which we operate.
Performance review of Board, Committees,
Directors and Key Management Personnel
We believe that a high-performing Board underpins good
governance and better outcomes aligned with our strategy.
The Board continuously reviews its performance in both a
formal and informal manner.
During the reporting period and at each Board meeting, the
Directors have an opportunity to review the performance
of the Board, the Committees and individual Directors
(including the Chairman). The outcome of these reviews
are discussed by the Directors with Management present,
including opportunities for the functioning of the Board
and its Committees to be enhanced. In late 2024 and early
2025, an externally facilitated review of the Board and each
of its Committees was undertaken. This review included
feedback from all Directors and members of the Executive
Leadership Team who interact frequently with the Board and
its Committees. The results and action plans flowing from this
assessment have been documented, together with specific
performance goals for the coming year.
Further information on the evaluation of Key Management
Personnel (KMP) performance in FY2024 is set out in Ventia’s
2024 Annual Report.
Remuneration of Directors and
Key Management Personnel
Details of Ventia’s remuneration policies, practices,
performance reviews and outcomes, and the remuneration
paid to the Directors and other KMP, are set out in the
Remuneration Report section of the 2024 Annual Report.
Shareholders will be invited to consider and adopt the
Remuneration Report at the 2025 AGM.
Pictured: Members of our Board of Directors and our Executive Leadership Team on a site visit at a telecommunications facility, NSW
8
| CORPORATE GOVERNANCE STATEMENT 2024
Access to information, independent
advice and indemnification
For the purposes of the proper performance of their duties,
Directors are entitled to seek independent professional advice,
at Ventia’s expense, subject to the prior written consent of the
Chairman or the Board as a whole. The policy of the Board is
that external advice will be made available to all Directors,
unless the Chairman determines otherwise.
Minimum shareholding
requirements for Directors
In November 2021, the Board adopted a Minimum
Shareholding Requirement (MSR) which sets out requirements
for Independent Non-Executive Directors to hold a
minimum value of shares in Ventia to ensure alignment with
shareholders’ interests.
The MSR requires each Director who receives Director’s fees
to hold, within three years of that Director’s appointment or
election, a minimum value of shares approximating 100% of
the Director’s base fee remuneration.
Non-Executive Directors may elect to sacrifice part or all
of their base Director fee (excluding Committee fees) to
acquire share rights to assist with meeting their minimum
shareholding requirements. On vesting and exercise of the
share rights, participating Directors will receive Ventia shares
which are subject to dealing restrictions for a period of time.
From time to time, KMP, Senior Executives and Directors are
restricted from trading in Ventia securities given their access to
confidential or price sensitive inside information which is not
complete or disclosable under the ASX Listing Rules.
As at 31 December 2024 all Directors were compliant with the
MSR. Details of the shareholdings of Directors are set out in the
Directors’ Report of Ventia’s 2024 Annual Report.
Alternate Directors
There are currently no Alternate Directors appointed.
Role of the Group Company Secretary
Our Group Company Secretary, Jill Hardiman, through
the Chairman, is accountable to the Board on all matters
to do with the proper functioning of the Board, including:
• effective implementation of corporate
governance processes;
• adherence to Board policies and procedures;
• coordination of all Board matters including agendas,
Board papers, minutes, communications and filings
with relevant regulators; and
• facilitating the induction and professional
development of Directors.
All Directors have access to the services and advice of the
Group Company Secretary. Amy Jackson (Group General
Counsel) is also listed as an additional Company Secretary,
having been appointed on 10 February 2025.
Debbie Schroeder resigned as an additional Company
Secretary on 23 September 2024 and Rebecca Tweedie
resigned as Group Company Secretary on 20 December 2024.
Details about Ventia’s Company Secretaries’ experience and
qualifications are provided within the 2024 Annual Report.
Board and Committee meetings
The Board and its Committees meet regularly to discuss
matters relevant to Ventia’s operations and performance, with
additional meetings held as and when required to address
specific matters.
Directors are required to attend all Board meetings,
shareholder meetings and Committee meetings for which they
are members, subject to any conflicts of interests which may
prevent them from attending.
The Board also has procedures in place to ensure it operates
independently from Management. For example, at Board
meetings the Directors regularly meet in the absence of the
Group CEO and other executives of Ventia. Where appropriate,
Management are also excluded from certain Board and
Committee discussions that relate to specific issues, such as
executive remuneration and performance.
All Board meetings and documents are provided to Directors
in English. All Directors are fluent in the English language.
The number of Board and Committee meetings and the
attendance of each Director at these meetings are set out in
Ventia’s 2024 Annual Report.
Committees
The Board has established the following Committees to assist
it in carrying out its responsibilities:
• Audit, Risk and Compliance Committee;
• Nominations Committee;
• People and Remuneration Committee;
• Safety and Sustainability Committee; and
• Business Development and Digital Committee (previously
the Work Winning and Tender Committee).
Each Committee has a Charter, detailing its purpose
and responsibilities, and membership criteria. Charters
are regularly reviewed to ensure alignment with
regulatory requirements, best practice (including the ASX
Recommendations) and the expectations of the Board.
The Charters for the Audit, Risk and Compliance Committee,
People and Remuneration Committee and Safety and
Sustainability Committee were each reviewed and updated in
December 2024.
A summary of each Committee Charter and its current
membership is set out on the following page.
All Directors have a standing invitation to attend all Committee
meetings and have access to all Board and Committee
papers and minutes. The Group CEO and other members of
Management attend by invitation.
9
CORPORATE GOVERNANCE STATEMENT 2024 |
Audit, Risk and Compliance Committee
Committee membershipComposition requirementsResponsibilities include
Lynne Saint (Chair)
Jeff Forbes
David Moffatt
Anne Urlwin
• Only Non-Executive Directors;
• A minimum of three members; and
• A majority of Independent
Non-Executive Directors,
including an Independent
Non-Executive Director as Chair
The Audit, Risk and Compliance Committee assists the Board in
fulfilling its corporate governance and oversight responsibilities in
relation to Ventia’s financial reports and financial reporting process
(including sustainability and climate-related disclosures), internal
control structure, risk management systems (financial and
non-financial) and the internal and external audit process.
Accordingly, the Audit, Risk and Compliance Committee
will meet on a regular basis to review:
• integrity of financial reports and statements;
• effectiveness of internal financial control systems;
• internal audit function and integrity of process;
• effectiveness of risk management framework and management
of material financial and non-financial risks;
• external audit function and integrity of process; and
• compliance with legal and regulatory obligations, internal policies
and industry standards.
Nominations Committee
Committee membershipComposition requirementsResponsibilities include
Jeff Forbes (Chair)
Sibylle Krieger
David Moffatt
Damon Rees
Lynne Saint
Anne Urlwin
• Only Non-Executive Directors;
• A minimum of three members; and
• A majority of Independent
Non-Executive Directors, including
an Independent Non-Executive
Director as Chair
The Nomination Committee’s charter provides that the Committee
must consist of only Non-Executive Directors, a majority of
independent Directors, a minimum of three members of the
Board, and an Independent Director as Chair.
The responsibilities of the Nominations Committee include:
• making recommendations to the Board about the size
and composition of the Board and the nomination criteria,
and assisting with the review of the Board’s Skills Matrix;
• reviewing succession plans for Directors; and
• overseeing the regular assessment of, and making
recommendations to the Board as to, the independence
of each Director and associated disclosures.
People and Remuneration Committee
Committee membershipComposition requirementsResponsibilities include
Sibylle Krieger (Chair)
Damon Rees
Lynne Saint
Anne Urlwin
• Only Non-Executive Directors;
• A minimum of three members; and
• A majority of Independent
Non-Executive Directors, including
an Independent Non-Executive
Director as Chair
The objective of the People and Remuneration Committee is to
assist the Board in the effective discharge of its responsibilities as
they relate to people and remuneration matters (other than matters
within the remit of the Safety and Sustainability Committee).
The People and Remuneration Committee’s responsibilities include:
• reviewing the progress of Ventia’s people and culture strategy,
• overseeing the progress and outcomes of employee performance
programs to attract, motivate and retain high quality people,
• reviewing policies in respect of diversity; and
• overseeing talent and succession planning, remuneration matters
and performance reviews, among others.
10
| CORPORATE GOVERNANCE STATEMENT 2024
Safety and Sustainability Committee
Committee membershipComposition requirementsResponsibilities include
Anne Urlwin (Chair)
Sibylle Krieger
David Moffatt
Lynne Saint
• Only Non-Executive Directors;
• A minimum of three members; and
• A majority of Independent
Non-Executive Directors.
The primary objective of the Safety and Sustainability Committee is
to assist the Board with its functions by providing additional focus
and oversight in relation to workplace health, safety environment
and sustainability matters.
The Safety and Sustainability Committee is responsible for:
• reviewing and recommending for Board approval health, safety,
sustainability and environment (HSE) policies;
• monitoring the actions from Management in promoting and
modelling a culture of compliance and continuous improvement;
• reviewing reports from Management in relation to Ventia’s
compliance with relevant legal and regulator obligations, the
effectiveness of Ventia’s risk management framework and
monitoring HSE performance;
• reviewing and recommending for Board approval sustainability
disclosures in the Annual Reporting suite, regulatory reporting
and climate-related disclosures, sustainability strategy,
commitments, actions and targets; and
• overseeing the progress of the sustainability strategy to ensure
it is consistent with and is considered when developing the
Company’s enterprise strategy, supports Ventia’s values and
addresses all material sustainability risks and opportunities
facing Ventia.
Business Development and Digital Committee
Committee membershipComposition requirementsResponsibilities include
Jeff Forbes (Chair)
Sibylle Krieger
David Moffatt
Damon Rees
• Only Non-Executive Directors; and
• A minimum of three members.
The primary objective of the Business Development and Digital
Committee is to assist the Board in fulfilling its responsibilities
to optimise growth and diversification opportunities within
established business plan targets and to provide oversight
of digital transformation, data technology and technology
related innovation.
The Business Development and Digital Committee
is responsible for:
• reviewing the development and implementation of strategic
business development initiatives, and ensuring initiatives
are consistent with Ventia’s business plans;
• responding to business development challenges and initiatives;
• general business development activities including tendering for
material contracts and overseeing the development, approval
and implementation of strategic business development initiatives
aligned with the Board’s approved business plans;
• monitoring and providing guidance on matters relating to Ventia's
digital transformation and technology related innovation,
including reviewing and recommending to the Board digital
transformation investments; and
• monitoring and evaluating digital transformation trends that may
affect the business, operations or strategic plans.
11
CORPORATE GOVERNANCE STATEMENT 2024 |
2. Our Executive Leadership Team
Whilst the Board has overall responsibility, the Executive Leadership Team (ELT) also plays an important role in embedding
a culture aligned with Ventia’s values.
As illustrated in Ventia’s governance framework, the Board
has delegated responsibility for the day-to-day management
of Ventia to the Group CEO, and through the Group CEO, to
other members of the ELT. These delegations balance effective
oversight with appropriate empowerment and accountability
of the ELT and other senior managers across the Group.
Working under the supervision of the Group CEO, the ELT has
the responsibility for driving Ventia’s strategy in a way that is
aligned with our values and our risk appetite. The ELT achieves
this by:
• implementing the strategic objectives set by the Board;
• managing business performance and operating within the
risk framework approved by the Board;
• reviewing and managing material financial and non-financial risks;
• instilling and reinforcing values set by the Board; and
• leading and developing our people.
The Group CEO and ELT report to the Board on all matters that
impact, or have the potential to impact, the achievement of
Ventia’s purpose, including:
• health and safety performance;
• sustainability;
• financial performance;
• progress on the delivery of the strategy;
• culture; and
• risks and opportunities.
You can find details of our ELT on our website at
www.ventia.com
A performance evaluation of senior executives was undertaken
in 2024 with details of the process set out in Ventia’s 2024
Annual Report.
Pictured: Chief Financial Officer, Mark Fleming at a site visit in Edinburgh, SA
12
| CORPORATE GOVERNANCE STATEMENT 2024
Risk and opportunity management is a fundamental
component of Ventia’s strategic and operational decision
making, as Ventia seeks to achieve our purpose of making
infrastructure work for our communities. A strong risk
management culture is critical to enabling Ventia to achieve
its strategic, operational, and commercial objectives.
It can also be a source of competitive advantage and a
key differentiator for our clients.
Ventia is committed to being proactive in risk and opportunity
management at all levels of the organisation and we apply risk
and opportunity management through embedded processes
and specific practices. A risk culture of actively managing
risks is embedded into how we run our business. A risk culture
fosters the collective ability to identify, understand, escalate,
and then openly discuss and respond to current and future
risks. We aim to foster a culture of positive risk behaviours
which adapt to our rapidly changing business.
At Ventia we believe that a successful risk management
framework can create opportunities for us by effectively
identifying, assessing, and mitigating risks in a way that is
aligned with our strategic framework and appetite for risk.
Ventia defines risk management as the identification,
assessment and treatment of risks that have the potential
to materially impact our operations, people, reputation, the
environment and the communities in which Ventia operates,
as well as the financial prospects of Ventia.
Our risk and opportunity management framework guides
how Ventia identifies, assesses, controls, monitors and tests,
and reports on risks and opportunities across the business
while ensuring that Ventia operate within the risk limits
established by the Board.
The risk and opportunity management framework is overseen
by the Board and the Audit, Risk and Compliance Committee,
including the Risk and Opportunity Management Policy and
risk appetite statements. A review of the risk and opportunity
management framework was completed in 2024.
The Audit, Risk and Compliance Committee meets quarterly
and is accountable for ensuring that the risk and opportunity
management framework is implemented appropriately.
Other Committees (such as the People and Remuneration
Committee and Safety and Sustainability Committee)
review risk matters in more detail as required by their
respective Charters.
The Group CEO and ELT implement the risk and opportunity
management framework within their areas of accountability.
These roles and responsibilities are part of the overall
Ventia Corporate Governance Framework, which is depicted
as follows:
3. Risk and opportunity management
The diversity of Ventia’s operations, geographic footprint, markets serviced, and the services provided, results in exposure to a
broad range of risks but also generates an enormous amount of opportunity which can impact Ventia’s business outcomes and
financial performance.
Further detail of how we manage our key risks can be found in Ventia’s 2024 Annual Report.
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
13
CORPORATE GOVERNANCE STATEMENT 2024 |
Material exposure to climate change risks
Ventia is committed to achieving net-zero emissions by 2050
with the Science Based Target initiative (SBTi). Our emissions
reduction targets have been validated by the SBTi and align
to our Sustainability Strategy and with the Paris Agreement
in support of limiting global warming to below 1.5ºc. Climate
change and the transition towards a lower carbon economy
will create both risks and opportunities for Ventia, as well
as our people, customers, suppliers and partners and the
communities in which we work. Ventia aims to align our risk
management with the recommendations of the Taskforce
on Climate-related financial Disclosures (TCFD), New
Zealand Climate Standards (NZCS) and emerging Australian
Sustainability Reporting Standards (ASRS). A report on our
progress is included in our 2024 Annual Report.
We have reduced our directly controlled Scope 1 and 2
emissions by 21.3% compared to our baseline year of
2021 through fleet rationalisation including fuel efficient
replacements, improving driver behaviours, including reduced
vehicle idling, informed through in-vehicle telematics and
changes to our emissions portfolio. We have increased our
use of renewables to 19.8% of our electricity use as we seek
reductions in our direct emissions to contribute to our
near-term targets. Focused work with our supply chain to
drive indirect emissions reductions will be required.
Building on work completed in 2023, Ventia has established
SBTi validated net-zero targets for 2030 and 2050.
We provide an overview of our Transition Action Plan
in our 2024 Annual Report.
Our Sustainability Strategy includes a clear focus on climate
resilience as one of the three objectives supporting our
commitment to “Creating a Healthier Planet”. Our objective
to manage climate risk and resilience for us and our clients
ensures prominence in decision making as we continue to
assess and manage climate risk across the business and
implement initiatives to address emissions. Qualitatively
assessed climate-related risks and opportunities are
disclosed in our 2024 Annual Report.
We use climate-related metrics and targets to monitor
the progress we are making towards mitigating
climate-related risks and delivering on the objectives
of our sustainability strategy.
Internal audit function
The Audit, Risk and Compliance Committee is responsible for
overseeing the effectiveness, independence and objectivity
of the Internal Audit function, including the implications of
internal audit findings.
The Internal Audit function provides an independent and
objective review of the way in which Ventia assesses and
manages risk assuring that Ventia’s financial and operational
risks are being managed appropriately and the internal control
framework is operating effectively.
The Internal Audit function utilises a hybrid co-sourced model
partnering with Protiviti to provide a balance of external
professional expertise and internal knowledge. The Internal
Audit function operates under a plan approved annually by
the Audit, Risk and Compliance Committee, with reports
of audits provided quarterly at Audit, Risk and Compliance
Committee meetings.
External auditor relationship
The Audit, Risk and Compliance Committee is responsible
for overseeing the relationship with Ventia’s External Auditor.
It is also responsible for monitoring and evaluating the
performance, independence and objectivity of the external
auditor and the provision of non-audit services.
Integrity of corporate reporting
On behalf of the Board, the Audit, Risk and Compliance
Committee monitors and reviews processes aimed at ensuring
the integrity of financial and other reporting including those
that do not require external audit. The verification process
varies depending on the particular report but generally
involves confirmation by individuals responsible for the
information that, to the best of their knowledge and belief, the
information is accurate and not misleading.
Prior to approval and release of the half year and full year
statutory accounts of Ventia, the Board receives written
declarations from the Group CEO and CFO to the effect that in
their opinion:
• the financial records of Ventia have been properly
maintained;
• the statutory accounts comply with the relevant accounting
standards; and
• the statutory accounts give a true and fair view of the
financial position and performance of Ventia.
The Group CEO and CFO must have also declared that this
opinion has been formed on the basis of a sound system of risk
management and internal control that is operating effectively.
Supporting this declaration are certifications provided by
other members of the ELT. The External Auditor also provides
an independent opinion that Ventia’s statutory accounts are
true and fair.
For periodic corporate reports released to the market which
are not required to be audited or reviewed by our External
Auditor, Ventia has established processes and policies to verify
the integrity of the information prepared for external release
and/or publication. This involves:
• reports being prepared and reviewed by the relevant subject
matter experts;
• an internal verification and review process; and
• an appropriate approval process under our Delegations
of Authority Matrix involving senior management, the
Disclosure Committee and/or the Board.
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| CORPORATE GOVERNANCE STATEMENT 2024
A culture underpinned by Ventia’s values
The Board and Management understand the important role they play in setting the tone to shape Ventia’s culture underpinned
by our values and brand pillars. Our values guide how we go about our business, the decisions that we make and the actions
that we take every day. They ensure we focus on what’s right, and what action we ought to take; even if it’s not always the
easiest course of action.
4. Promoting responsible and ethical behaviour
Our Code of Conduct
Ventia’s Code of Conduct (the Code) sets out the standards
of behaviour we expect from our Directors, employees,
business partners, contractors and subcontractors. The Code
confirms our commitment to good corporate governance and
responsible business practices as well as guiding the way we
operate with our customers and the communities and the
environment in which we operate. The Code in conjunction
with our Values, provides a clear structure to ensure we
operate in compliance with all our Legal obligations.
The Code provides guidance on how genuine business
concerns that the Code is not being complied with can
be reported. In particular, any person can contact our
independent whistleblower service to report a genuine
business concern, the details of the service can be found on
our website at www.ventia.com. The Code is available in
12 languages: Arabic, Bhutanese, Chinese, English, Filipino,
Hindi, Macedonian, Samoan, Te Reo Maori, Urdu, Vietnamese
and Tongan.
The Code extends to cover our commitment to protecting the
integrity of a competitive market using fair, ethical and lawful
business practices. We also require nominated employees to
undertake specific competition law training.
We provide a copy of the Code and training as part of our
induction process. Training on an annual basis is a mandatory
requirement for all Directors and employees. In 2024, 99.3%
of our permanent full time employees (equating to 10,535
employees) completed the annual training on our Code.
The Board reviews the Code periodically to ensure it continues
to address any emerging conduct or Legal and compliance
issues. The Audit, Risk and Compliance Committee is informed
of any material breaches of the Code.
Bribery and Corruption Policy
Our Bribery and Corruption Policy sets out Ventia’s zero
tolerance for any form of bribery or corruption in our business
dealings and operations.
All Directors, officers, employees, contractors, business
partners and any other parties acting as representatives or
agents of Ventia or performing services for or on its behalf,
must not:
• engage in bribery, corruption or fraud nor pay, offer, promise
or accept, directly or indirectly, any facilitation payments,
secret commission or other form of improper payment or
otherwise breach relevant anti-corruption laws;
• engage or make a payment to a business partner or other
third party knowing or suspecting the business partner
may use or offer all or a portion of the payment directly or
indirectly as a bribe, kickback, secret commission or other
form of improper payment;
• offer, provide or accept gifts or hospitality in a manner
inconsistent with Ventia’s Gifts and Hospitality Standard;
• make political or charitable donations or sponsorships on
behalf of Ventia contrary to the policy; or
• falsify or misdescribe any book, record or account relating to
Ventia’s business.
The Audit, Risk and Compliance Committee is provided
with the results of investigations and corrective actions
undertaken.
Collaboration
achieve more
together
Integrity
do what’s right
Challenge
drive to deliver
Ingenuity
create better ways
Our Values
15
CORPORATE GOVERNANCE STATEMENT 2024 |
Whistleblower Protection Policy
The Board has adopted a Whistleblower Protection Policy,
which encourages the reporting of suspected misconduct
or an improper state of affairs or circumstances in relation
to Ventia. Examples of reportable conduct under the
Whistleblower Protection Policy include (but are not
limited to):
• a breach of the Code;
• financial fraud or mismanagement including tax related
misconduct;
• unsafe or unethical work practices or work practices which
endanger the environment; and
• breaches of any legal or regulatory obligations.
The Whistleblower Protection Policy explains the protections a
whistleblower must receive and provides information on how a
report may be made including through Ventia’s whistleblower
service operated by KPMG FairCall. The FairCall services is
available 24 hours a day 7 days a week and is independent,
confidential and anonymous.
The Audit, Risk and Compliance Committee receives regular
reports and is informed of any material incidents reported
under the Whistleblower Protection Policy, as well as the
outcomes of any investigations and actions taken as a result of
any findings.
Disclosure Policy
We are committed to observing our disclosure obligations
under the ASX Listing Rules, the NZX Listing Rules and the
Corporations Act 2001 (Cth) (Corporations Act). As such, Ventia
has adopted a Disclosure Policy to assist it in complying with
its continuous disclosure obligations.
The Disclosure Policy establishes procedures to ensure that
Directors and senior management are aware of, and fulfil their
obligations in relation to, providing timely, full and accurate
disclosure of materially price sensitive information to our
shareholders in accordance with our disclosure obligations
under the Corporations Act and the ASX Listing Rules. The
Policy also sets out procedures for communicating with
shareholders, stakeholders, the media and the market.
Information will be communicated to shareholders through
the lodgement of all relevant financial and other information
with the ASX and NZX, and all announcements will be made
available on our website at www.ventia.com.
The Directors receive copies of all material information issued
to the ASX promptly after release.
Securities Dealing Policy
Ventia has a Securities Dealing Policy which applies to our
Directors and employees (Relevant Persons). The Securities
Dealing Policy is intended to explain the types of conduct in
relation to dealings in securities that are prohibited under
the Corporations Act and to establish procedures in relation
to dealings in securities including Ventia securities by
Relevant Persons.
The Securities Dealing Policy defines certain ‘blackout periods’
during which trading in shares by Directors, KMP and certain
other senior executives and nominated employees is
prohibited. Those blackout periods are currently defined as
any of the following periods:
• the period from the close of trading on the ASX on
31 December each year until the day following the
announcement to the ASX and the NZX of the full
year results;
• the period from the close of trading on the ASX on 30 June
each year until the day following the announcement to the
ASX and the NZX of the half year results; and
• any other period that the Board specifies from time to time.
In all instances, buying or selling shares in Ventia is not
permitted at any time by any person who possesses
price-sensitive information, in a manner contrary to the
Corporations Act.
All employees are expected to read the Disclosure Policy and
Securities Dealing Policy together with a factsheet outlining
key points to remember under both documents. In addition,
Relevant Persons who join Ventia are required to undertake
two training modules and complete a questionnaire regarding
the Disclosure Policy and Securities Dealing Policy.
Diversity, Equity and Inclusion Policy
Our workforce is made up of individuals with diverse skills,
backgrounds, perspectives and experiences and this diversity
is recognised, valued and respected. We acknowledge the
positive outcomes that can be achieved through a diverse
workforce and recognise and utilise the contribution of diverse
skills and talent from our workforce.
For the purposes of Ventia’s Diversity, Equity and Inclusion
Policy, ‘diversity’ encompasses differences in gender, marital
or family status, sexual orientation, gender identity, age,
disability, ethnicity, religious beliefs, cultural background,
socio-economic background, perspective and experience,
and also differences in approach and viewpoints. Ventia’s
Diversity, Equity and Inclusion Policy promotes an inclusive
workforce, with a particular focus on gender diversity and
Indigenous participation.
Further information on our progress on diversity, equity and
inclusion can be found in Section 6.
16
| CORPORATE GOVERNANCE STATEMENT 2024
Modern Slavery
Ventia has a Modern Slavery Policy. It outlines our commitment
to implementing processes in our operations and supply chain
that seek to mitigate the risk that any forms of modern slavery
including slavery, servitude, forced marriage, forced labour,
deceptive recruiting, trafficking in persons and debt bondage
are occurring.
We are also committed to working with our suppliers to
eradicate modern slavery from our supply chain. All suppliers
are required to comply with our Code. Our contracts with
business partners also include specific provisions supporting
our efforts to eradicate modern slavery.
A copy of Ventia’s most recent Modern Slavery Statement can
be found on our website.
Sponsorships and charitable donations
We are committed to supporting local community groups and
charities through sponsorships and donations that are legal,
ethical and further the interests of Ventia. We will not sponsor
or provide donations to, or in respect of, the following:
• initiatives or organisations not aligned with our Code;
• projects or events not relevant to our areas or operation; or
• political parties.
At Ventia, we perform essential work to keep critical
infrastructure operational for our communities. Some of this
work can be inherently dangerous and because people are at
the heart of our success, our first promise is to put safety and
health above all else - there is nothing more important than
ensuring everyone gets to go home safely, every single day.
We also care deeply about our impact on the environment and
the legacy we leave for future generations.
To achieve these outcomes, we have robust safety, health,
environmental and quality (SHEQ) governance processes and
systems in place, including:
• Clearly defined commitments within policies and standards;
• Critical Risk Protocols which establish the essential
requirements to manage critical activity risks that could lead
to significant injury;
• Triple certified safety, health and environment management
systems underpinning our policy commitments;
• Annual planning to support the establishment and
cascading of relevant objectives and targets;
• Reporting systems to identify performance and reverse any
adverse trends;
• Specific accountabilities, responsibilities and associated
training so that expectations are clear; and
• Assurance and auditing to ensure core compliance
requirements are met and the focus on critical risks
is maintained.
We believe that when we perform well in safety, health,
environment and sustainability, we perform well in other areas
because our leaders are taking the right action, and everyone
is accountable.
5. Safety and sustainability
Pictured: Members of our Executive Leadership Team visiting a well servicing rig in the Surat Basin, Qld
17
CORPORATE GOVERNANCE STATEMENT 2024 |
Continuous improvement is an important commitment
we make and by focusing on leadership behaviour, we will
accelerate our cultural progression. To this end, we have
adopted the Hudson Safety Maturity Model as a key concept in
our Elevate culture program. This model is globally recognised,
simple and supports leaders progress an organisation’s
culture through a clear five step culture pathway - from a
“pathological” stage where there is a “no care” culture and
“no systems” through to a “generative” stage where managing
risks is a way of life and fully integrated systems are effectively
in place. Ventia has developed a roadmap to reach the
“generative” stage and will provide regular updates to the
Safety and Sustainability Committee on its progress.
Mental and physical health are increasing concerns for society
broadly and we are proud to offer innovative health programs
as part of our commitment to caring for our people’s health.
Each year, our investment in health programs increases and
we look forward to continuing this trend to ensure our people
remain at the heart of our success.
Industry trends and the expectations of stakeholders including
investors, clients and regulators, have also been considered
as part of our approach to SHEQ governance, and as a
result, we will continue to simplify the way we work, invest
in capability and foster risk-ownership at all levels. To this
end, we will maintain our focus on mental health, workplace
culture, including eradication of sexual harassment at work,
and environmental compliance in our 2025 initiatives.
Sustainability
At Ventia we are committed to creating a lasting and positive
legacy for people and the planet. Our strategy encompasses
the social impact we have with our people and communities,
how we manage our environmental footprint and the way we
conduct our business.
In our view, taking a sustainable approach is not only the right
thing to do, it’s what our customers, communities, investors
and employees expect from us.
Ventia’s Sustainability Strategy is structured around three
commitments: to create a healthier planet, be people
and community focused and accountable for everything
we do. These three commitment areas, aligned to the
environment, social and governance pillars, are supported by
objectives and measures and our progress is reported in the
2024 Annual Report.
Ventia recognises the importance of managing environmental
and social risks to ensure the sustainability of our business
and operations. For this reason, we have embedded
sustainability into our vision, our strategy, our risk and
opportunity management framework, and our culture.
The Board has assigned oversight and responsibility for
sustainability (including climate) risks and liabilities, targets
and associated legal responsibilities to the Safety and
Sustainability Committee.
Further information on Ventia’s material environmental
and social risks and management of them, including
climate-related and human rights risks, is provided in the
Annual Report. Further details are also available in Ventia’s
Modern Slavery Statement available on our website.
Pictured: Member of our Transport team delivering revegetation services, NSW
18
| CORPORATE GOVERNANCE STATEMENT 2024
Commitment to Fairness, Inclusion and Respect
We are dedicated to cultivating a workplace where diversity
is celebrated, and all our people are empowered to succeed.
In 2024, we began aligning our efforts with our evolving Fairness,
Inclusion, and Respect (FIR) framework to embed these principles
across operations. This framework underscores our approach to
ensuring equitable opportunities and meaningful inclusion for all.
At Ventia, people are at the heart of our success. We believe
that embedding the principles of FIR into our core operations
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.
Our commitment to supporting
local communities
We are focused on ensuring that resources stay within the
local regions across Australia and New Zealand, 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.
Social Value performance is reported for the second time
in the 2024 Annual Report, with local employment and
local spend as the input measures. Independent validation
is conducted by Social Value Portal and calculated using
the TOM system
1
. 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 total social value (decreased from
$4.3 billion in 2023).
Key initiatives and progress
Employee Networks foster a sense of belonging, amplify
diverse voices, and drive cultural change. They provide safe
spaces for employees to connect, share experiences, and
advocate for equity, ensuring everyone feels valued and
included. They also help embed FIR principles across the
organisation, serve as a bridge between employees and
leadership, drive accountability and create a workplace
where everyone can thrive. In 2024 we further embedded
and initiated employee networks to address the unique
needs of diverse groups (such as women, LGBTTQIA+,
Aboriginal and Torres Strait Islander, Māori and Pasifka,
men’s health advocates, parents and carers, and culturally
diverse employees).
Communities of Practice (CoPs) and Working Groups are
transforming insights into action and fostering collaboration
across the organisation. In 2024, we established new CoPs that
bring together employees with shared expertise to exchange
knowledge, innovate, and develop best practices, and working
groups that focus on addressing strategic priorities and
implementing targeted solutions. Together, they create
an ecosystem that supports professional growth,
drives organisational learning, and ensures FIR principles are
embedded into decision-making and operations.
Our Graduate, Apprentice, and Trainee programs offer
accessible pathways for diverse individuals to develop skills,
acquire practical experience, and establish fulfilling careers.
Developing future talent through ongoing investment in these
programs is critical to our business. Our graduate program, a
key component of this investment, has again been recognised
by the Australian Financial Review, securing a ranking of
38th on their 2024 Top 100 Graduate Employers list. In 2024
we stepped up our campaign efforts and received a record
number of applications, an increase of 313% from 2023.
We maintained a strong focus on our commitment to
increase women representation across our board,
executive leadership team, and senior management, in line
with our goal to achieve in 2030 the HESTA 40:40 Vision.
At Ventia we also focus on representation of women at all
levels of our workforce. Our performance in 2024:
Level FY23 FY24
Ventia Group Board37.5% 42.9%
Executive Leadership Team33.5% 50%
Women in Senior Management26.6% 30.8%
All employees31.6% 30.9%
We implemented our Women's Participation Action Plan,
which also includes a commitment to closing the gender
pay gap. In compliance with the Workplace Gender Equality
Act, we submitted our 2023-2024 gender pay gap data to the
Workplace Gender Equality Agency (WGEA).
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 during Men’s Health Week and
International Men’s Day (IMD). Improving Men’s health is a key
objective for us and in 2024 we launched a new men’s health
employee network. This group enables men across Ventia
to connect and take action to address mental and physical
health challenges.
6. Diversity, Equity and Inclusion
1. The TOMs Framework (Themes, Outcomes, and Measures) is a standardised method for measuring social value. The ANZ TOMs, adapted for Australia and New Zealand,
is being developed by the Social Value Taskforce, co-chaired by Ventia. Ventia is piloting this framework to quantify and maximise social impact across its projects.
19
CORPORATE GOVERNANCE STATEMENT 2024 |
We foster a workplace where families and parents feel
supported, valued, and empowered. Through initiatives like
the Ventia Village Employee Network, which was launched
in 2024, we provide a platform for employees to navigate the
challenges of balancing work and life, offering resources, peer
support, and advocacy for inclusive policies. We also support
team members who may be experiencing or dealing with the
impacts of family and domestic violence, offering confidential
assistance, resources, and tailored support to ensure their
safety and well-being.
Through our anti-racism framework, we continue to
challenge systemic racism, our framework supports us in
identifying and changing the values, structures, policies, and
behaviours that perpetuate systemic racism. We recognise
ongoing positive change must come from the entire company
and be informed by the experiences and views of everyone
who is involved.
To encourage Indigenous participation, we embed culturally
sensitive practices and create opportunities that empower
First Nations employees and communities, ensuring their
voices are heard and their contributions are celebrated.
• In Australia, our Reconciliation Action Plan (2023–2026)
drives respectful engagement and fair outcomes for
Aboriginal and Torres Strait Islander peoples. We shared
our Year 1 RAP Progress report with Reconciliation Australia
which outlined that we completed 94 of a total 102 Year 1
actions. Eight actions are progressing well and actively
addressed but were not completed. In 2024 we spent
$173.6 million (4.6%) with 206 Aboriginal and Torres Strait
Islander businesses and our employment rate was 3%.
• In New Zealand, we champion cultural values of
Kaitiakitanga, Manakitanga, and Tikanga, enhancing
relationships with Māori and Pasifika communities.
In 2024 we had an $8.5 million procurement spend with
42 businesses and our employment rate was 41%.
In 2024, we increased focus on our diverse workforce of
over 160 nationalities. Via our Intercultural Employee
Network, we provide a platform for employees to
connect, share experiences, and promote understanding.
We acknowledge and celebrate days of cultural significance,
fostering an environment where employees feel seen, valued,
and respected.
We maintained our focus on increasing employment
opportunities for people with disabilities across our
operations. To further our goal, we launched a new
employment program co-designed by GenU, the Ventia
Operations Centre and Matchworks, resulting in new
disability employments in New South Wales and South
Australia. We have an ongoing relationship with Australian
Spatial Analytics (ASA) to create opportunities for
neurodiverse individuals. We co-developed a neuro-divergent
training module to enhance awareness and understanding to
leverage their unique skills.
We strengthened our support of LGBTTQIA+ inclusion
through the growth of our Rainbow employee network and
the development of our first Rainbow Inclusion Action Plan. In
New Zealand, for a third time we are undergoing the process
of Rainbow Tick accreditation. This certification highlights
our ongoing focus on fostering a culture of respect and
inclusion. As part of this, employees have completed Rainbow
Awareness Training. Additionally, we joined Pride in Diversity,
gaining access to valuable resources and training to enhance
workplace inclusion further in Australia.
We recognise the valuable skills and experiences Veterans,
reservists, and their families bring to our workforce. In 2024,
we employed over 700 Veterans, reservists, and defence
family members across our operations.
For the second consecutive year, we assessed our workplace
diversity and inclusion practices using the Diversity Council
of Australia's (DCA) Inclusive Employer Index survey and
are proud to have again achieved DCA Inclusive Employer
recognition. Additionally, we conducted a Workplace
Reconciliation Action Plan (RAP) Barometer survey to hear
from employees about how our RAP is fostering a culture of
reconciliation across our workplace in Australia.
Leveraging external expertise
In 2024 we engaged with various organisations to
leverage external expertise to deliver positive outcomes.
CareerSeekers, CareerTrackers, Australia Spatial Analytics,
Pride In Diversity and Work180 were amongst an extensive
list of notable organisations that were part of our diversity
focused engagements.
Looking ahead
FIR will be embedded in our People Strategy and remains
a cornerstone of our efforts to drive positive change within
Ventia and the communities we serve. We will maintain our
focus on leveraging insights from our listening surveys and
employee forums to inform future initiatives.
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| CORPORATE GOVERNANCE STATEMENT 2024
Transparent and two-way engagement
Ventia’s Board recognises the importance of regular and
proactive interaction with the market to ensure investors and
key stakeholders remain informed about Ventia’s activities.
We are committed to:
• communicating effectively with shareholders via ASX
and NZX, for example annual and half yearly reporting,
periodic disclosures, notices of meetings and general
meetings of Ventia;
• providing new and substantive investor or analyst
presentation materials that are issued to the ASX and
NZX in advance;
• giving shareholders access to accurate, balanced and
understandable information about Ventia; and
• making our general meetings easy and accessible
for shareholders to participate in.
The Board further recognises the rights of our shareholders
and encourages the effective exercise of those rights by:
• ensuring notices of meeting and other meeting materials
are drafted in concise, clear language and are distributed in
accordance with the provisions of the Corporations Act and
our Constitution;
• encouraging shareholders to use their attendance at
meetings to ask questions on relevant matters, with
time specifically set aside at each general meeting for
shareholder questions;
• encouraging shareholders to vote on proposed
resolutions by either attending the meeting or by way of
lodgement of proxies, if shareholders are unable to attend
the meeting; and
• ensuring that Ventia’s external audit firm representatives
are present at the Annual General Meeting to answer any
questions regarding the conduct of the audit process and
preparation and content of its Auditor’s Report.
The Board also ensures that all resolutions to be considered
at general meetings are voted on and decided by way of
poll, and that shareholders are able to appoint proxies
electronically through Ventia’s share registry.
The Directors receive copies of all material information
issued to the ASX and NZX promptly after release.
Investor Relations
Ventia has an investor relations program designed to
facilitate effective two-way communication with our
shareholders, which includes the following:
• regularly attending broker-sponsored and
industry conferences;
• hosting investor webcasts and conference calls following
the release of its half year and full year results; and
• providing opportunities for shareholders to receive
communications from Ventia electronically and encourages
shareholders to communicate electronically with Ventia
and its share registry. Alternatively, email contact details
are available on our website and shareholders are
welcome to contact us.
Where key shareholders or proxy advisory firms require
a governance meeting, independent of Management,
the Chair and at least one Independent Director will attend
these meetings.
Company information
Our website (www.ventia.com) provides information about
Ventia generally for the benefit of our shareholders and
other stakeholders. We will promptly update the website
with material released to ASX and NZX after confirmation
of release by ASX.
In addition, our website contains information of particular
relevance for stakeholders including:
• Corporate Governance (accessible from the ‘Who
we are’ dropdown menu): containing the Company’s
Constitution, Board and Committee charters and
relevant governance policies;
• Board and Executive Leadership Team (accessible from
the ‘Who we are’ dropdown menu): containing the names
and brief biographical information for each of our Directors
and members of the Executive Leadership Team; and
• Market Announcements (accessible from the ‘Investor
Centre’ dropdown menu) containing ASX announcements.
7. Stakeholder engagement
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CORPORATE GOVERNANCE STATEMENT 2024 |
ventia.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.