Governance and
ethical conduct

Board Structure

The Downer Board is comprised of a majority of independent Directors.

The Board consists of the Chairman (Michael Harding, an independent Non-Executive Director), six other independent Non-Executive Directors and an Executive Director (Downer Group CEO, Grant Fenn). Details of all Board members, including their skills, experience, status and their term of office are set out in Downer’s 2019 Annual Report and are also available on the Downer website.

The composition of our Board is reviewed and assessed by the Nominations and Corporate Governance Committee to ensure the Board is of a composition and size and has a commitment to effectively discharge its responsibilities and duties.

When appointing Directors, the Nominations and Corporate Governance Committee aims to ensure that an appropriate balance of skills, experience, expertise and diversity is represented on the Board. This may result in a Non-Executive Director with a longer tenure remaining in office to bring that experience and depth of understanding to matters brought before the Board.

Given the breadth of Downer’s service offerings across a range of markets, the Board seeks to ensure that it maintains an appropriate range of technical skills across engineering, geology, construction and scientific disciplines, as well as professional services, when considering the appointment of a new Director. The Board identified that the review of major tenders, successful delivery of major projects in an increasingly complex commercial environment, and experience in services activities were required. It is for this reason that in undertaking the selection process for its most recently appointed Director, the Board selected a candidate with engineering qualifications and experience as a CEO of an ASX-listed company.

We appreciate the value of diversity on our Board and this has been taken into consideration during the appointment process over the past few years.

The chart below illustrates the balance achieved with the current Board composition.