Downer and our stakeholders place a strong importance on governance and ethical conduct. This was reinforced in the outcomes of our materiality assessment, where governance and ethical conduct ranked as Downer’s second-highest priority issue.
Downer’s approach to sustainability is underpinned by a robust corporate governance framework. This framework provides the platform from which Downer’s Board provides strategic direction for the responsible and sustainable growth of the company. It also drives a culture that promotes high ethical standards and personal integrity.
Under our governance framework, Downer’s management is accountable to the Board, and the Board is accountable to shareholders for the operations, performance and growth of the company. The primary goal the Board has set for management is to focus on enhancing shareholder value, which includes responsibility for Downer’s economic, environmental and social (ESG) performance.
Our Board recognises the need for the highest standards of behaviour and, as such, endorses the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles). Our Corporate Governance Statement for the year ending 30 June 2021 is included in our Annual Report.
Ensuring our governance and ethical standards are adhered to by our diverse supply chain remains a challenge, particularly around issues such as human rights and modern slavery, and data security.Read more
Downer committed to achieving the following governance targets and objectives in the 2021 financial year.
The performance information in this section includes Australian Operations, Spotless and New Zealand, including Hawkins. While Downer’s governance policies and procedures cover contractors and joint ventures, performance information in this section excludes these entities.
Significant progress was made this year in delivering on focus areas that were disclosed in Downer’s 2020 Sustainability Report. Downer’s key focus areas during the year were to:
We appreciate the value of diversity on our Board and this is taken into consideration during the appointment process.Read more
The names of the members of each committee are included in Downer’s 2021 Annual Report.
Tenders and Contracts Committee
The Tenders and Contracts Committee (TCC) is a Downer Group management committee which is central to Downer’s bid and risk management, making recommendations to the Group CEO on EOIs, Bids and Projects reviewed in accordance with its Opportunity and Bid and Delivery Management procedures.
Standards of Business Conduct
Downer’s Standards of Business Conduct and related Policies are available on the Downer website.
In FY20, Downer reviewed its Standards of Business Conduct and made a number of important changes.
In FY21, Downer continued to roll out our Standards of Business Conduct training and Workplace Behaviour training, with 16,550 employees completing the modules.
Financial and Corporate Governance Self-Assessment
Downer conducted two Financial and Corporate Governance Self-Assessment (FCGSA) surveys in FY21, with 311 senior executives completing the first, and 278 completing the second, both of which had 100 per cent completion rates.
Timely, honest and transparent disclosures
In FY21, Downer made 79 announcements and disclosures via the ASX and NZX. Of these, 13 were Director’s interest disclosures and 14 related to Downer’s On-Market Buy-back
which was announced on 27 April 2021. There were no breaches of continuous disclosure and Downer is unaware of any substantial complaints regarding breaches of privacy or other matters by customers or other stakeholders.
In FY21, Downer made a total of $7,449 in political donations to the major parties through participation in industry forums. Donations were made to the WA Labor party ($4,949) and the Liberal National Party ($2,500).
There were no reported breaches of the Securities Trading Policy in FY21.
There were no breaches or litigation associated with anti-competitive behaviour brought to Downer’s attention in FY21.
Anti-bribery and corruption
There were no breaches or litigation associated with anti-bribery and corruption brought to Downer’s attention in FY21.
Whistleblower management training
In FY21, Downer strengthened our governance of business integrity by developing and launching a training module on Downer’s policies and practices for the management of whistleblower reports. 486 employees completed the training in FY21.
Sustainability performance related remuneration
Our future focus
Downer understands that, just as our business and customers are evolving, our governance structure must also evolve. We are committed to continuously improving our governance processes and policies to ensure the highest standards of corporate behaviour. In FY22, Downer will:
- Continue to maintain and strengthen our governance of business integrity
- Undertake a significant redesign of Downer’s Risk Appetite Statements that were approved by the Board in 2016. This will require the Business Units to assess opportunities against portfolio-specific risk appetite classifications and, where they sit outside these risk appetite classifications, a formal approval process will be required
- Continue to review our labour practices and supply chain through updates to our existing frameworks, policies and processes to take into consideration modern slavery and release our FY21 Modern Slavery Statement in December 2021.
- Continue to progress The Downer Standard. This will include:
- Centralising Business Unit-specific process and capability documents within The Downer Standard
- Commencing implementation of The Downer Standard Mandate, governed by TDS Leadership Team
- Defining and implementing a standard management review process
- Launching the Delivery Governance Model app in Australia to automate and simplify adherence to the Delivery Management Methodology, a core process area within The Downer Standard.
- Complete the roll-out of the training module on privacy, which will be made available to General Managers and above, as well as employees from functional areas who handle personal information as part of the responsibilities of their roles
- Continue to review our membership of peak bodies and industry associations.