2023 Annual Report
We are Ventia People are at the heart of our success Cover Ventia fireman based at RAAF Edinburgh SA Pictured Ventia employee helping her niece get ready for the final dress rehearsal before heading to Te Mana Kuratahi Photo by Tikarohia About this Report The FY23 Annual Report is a summary of Ventia Services Group Limited s operations performance and financial position for the year ended 31 December 2023 In this Report unless otherwise stated references to Ventia Company us we and our refer to Ventia Services Group Limited References to year financial year 2023 or FY23 all refer to the year ended 31 December 2023 All dollar figures are expressed in Australian dollars unless otherwise stated
Acknowledgement of Country Ventia would like to respectfully acknowledge the Traditional Custodians of country throughout Australia and their connection to land sea and community We pay our respect to them their cultures and to their Elders past and present Mihi He tautoko te ahurea i ng kawa me ng tikanga o ng Iwi whnui o Aotearoa me ka kawa me ka tikaka o ka Iwi whnui o Te Waipounamu We recognise and celebrate the culture of manawhenua in Aotearoa and Te Waipounamu where our teams respect local Iwi and communities across the country Contents About Ventia 2 FY23 financial highlights 4 FY23 non financial highlights 6 Chairman and CEO s message 8 Safety health and wellbeing 12 People are at the heart of our success 14 Our strategy 16 How Ventia creates value 18 Client focused 20 Driving an innovative culture 24 Being more sustainable 28 Market trends 38 Sector highlights 40 Executive Leadership Team 48 Operating and financial review 50 Directors report 66 Remuneration report 74 Financial report 93 Shareholder information 145 Corporate directory 148 About this Report continued We recognise that the transition to Integrated Reporting is a journey and the intention is to prepare our FY24 Report with reference to the International Integrated Reporting Council s IIRC International Integrated Reporting Framework We believe this framework provides a useful basis for disclosing how we create sustainable value for our shareholders and other stakeholders over time As a starting point in FY23 we have used the framework to demonstrate how consideration of risks and opportunities impact our business both those arising from our business and those that exist in a broader industry context We have also considered how the execution of our strategy creates value applying a lens that is broader than financial performance alone
About Ventia Ventia is a leading essential infrastructure services provider that makes infrastructure work for communities across Australia and New Zealand We are an Australian Securities Exchange ASX top 200 company with a secondary listing on New Zealand s Exchange NZX We specialise in the long term operation maintenance and management of critical public and private assets and infrastructure across a broad range of industry segments including defence and social infrastructure infrastructure services telecommunications and transport We have a proud and diverse heritage and a track record of delivering tailored outcomes for our clients and the communities in which we operate Ventia was created in 2015 following the merger of Leighton Contractors Services division Thiess Services and Visionstream In 2020 Ventia grew to combine more than 50 years of industry knowledge and experience with the acquisition of Broadspectrum Today we have a large and diverse workforce of more than 35 000 people and we operate in over 400 sites across Australia and New Zealand enabling us to deliver an extensive range of WA services for our clients and communities A broad range of industry segments Defence and Social Infrastructure Defence Social Infrastructure Critical Infrastructure Local Government Housing and Community Energy Solutions Infrastructure Services Resources Industrial and Environmental Services Energy Water and Renewables Rig and Well Services Telecommunications Fixed Networks Wireless and Special Coverage Solutions Operations and Services Telecommunications New Zealand Transport Transport Operations Australia Transport Operations New Zealand Transport Infrastructure Solutions Perth 2 Ventia Annual Report 2023
35 000 Workforce of employees and subcontractors 400 Project sites throughout Australia and New Zealand 40 of our people work in regional and rural areas Darwin NT QLD Our strategy Our strategy of Redefining Service Excellence is our blueprint for success brought to life by the pride and passion of our people It encourages us to create a culture where we seek to improve every day to deliver successful outcomes Read more on page 16 Brisbane SA NSW Adelaide VIC Sydney Canberra ACT Melbourne TAS Hobart Auckland Wellington Ventia Annual Report 2023 3
2023 HIGHLIGHTS FY23 financial highlights Pictured The Square Kilometre Array Observatory SKAO project Inyarrimanha Ilgari Bundara WA 4 Ventia Annual Report 2023
Ventia delivered a solid financial result in FY23 demonstrating our continued growth and the success of implementing our strategy of Redefining Service Excellence FY23 statutory numbers Total Revenue 5 676 4m Increase of 9 8 on FY22 EBITDA3 465 2m 10 8 on FY222 Operating Cash Flow Conversion 88 8 Decrease of 0 1ppt on FY222 Final FY23 Dividend per share 9 41 75 payout of NPATA NPATA1 202 1m Increase of 12 5 on FY222 EBITDA Margin 8 2 Increase of 0 1ppt on FY222 Work in Hand 18 1b Increase of 1 0 on FY22 Total FY23 Dividend per share 17 72 75 payout of NPATA 1 Net profit after tax excluding the after tax impact of amortisation of acquired intangibles assets 2 Percentage changes are based on FY22 pro forma NPATA EBITDA and Operating Cash Flow Conversion 3 Earnings before interest tax depreciation and amortisation Ventia Annual Report 2023 5
2023 HIGHLIGHTS FY23 non financial highlights Client focused Renewal rate 87 as at 31 December 2023 Innovative Views 200k of VenSights in FY23 Sustainable Reduction 5 5 in Scope 1 and 2 emissions from FY22 Work in hand 2 7b from renewed contracts in FY23 Launch of new AI solution in FY23 Electric and hybrid vehicles 367 in our light fleet as at FY23 Increased spend 10 7 from top 10 customers on FY22 Images captured 550k by Ventia drones in FY23 Social value3 4 3b contribution in 2023 1 Total Recordable Injury Frequency Rate 3 29 2 Serious Injury Frequency Rate 0 11 3 Ventia delivered an estimated 4 3 billion in social value in 2023 calculated using our spend and employment data and the TOMs Themes Outcomes and Measures framework for delivering excellence in measuring and reporting social value AWARDS AND RECOGNITION WINNER Corporate Member of the Year 2023 2023 Supplier Diversity Awards Supply Nation WINNER Dr Dean Jarrett Award for Outstanding Impact 2023 Supplier Diversity Awards Supply Nation WINNER Diversity and Inclusion Award Ventia Disability Employment Program 2023 Banksia Awards Banksia Foundation RECOGNISED 2023 2024 Diversity Council of Australia Inclusive Employer Diversity Council of Australia 6 Ventia Annual Report 2023
Safety and People TRIFR1 11 3 improvement on FY22 SIFR2 62 1 improvement on FY22 Participation by Women in Senior Management WISM 26 6 increase of 6 3 on FY22 TOP 3 AFR Boss Most Innovative Companies List Property Construction and Transport category Australian Financial Review Pictured Incident response patroller transport team Sydney NSW Ventia Annual Report 2023 7
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CHAIRMAN AND CEO S MESSAGE Pictured David Moffatt Chairman left Dean Banks Managing Director and Group CEO right Sustained financial performance underpinned by our commitment to Redefine Service Excellence On behalf of the Ventia Board and Management team we thank you for your continued investment in Ventia By adhering to our purpose of making infrastructure work for our communities and our strategy of Redefining Service Excellence we have delivered another year of strong safety financial and client performance As we reflect on the year we are proud of the consistency of our performance and believe we are well positioned to capture future growth A deep commitment to training and engagement of our workforce of over 35 000 people helps us drive service excellence for our clients and communities across Australia and New Zealand The keys to sustaining our success are a collaborative service first culture and consistent engagement and investment in the entire Ventia family including our subcontractors and suppliers In 2023 we successfully navigated challenging market conditions and mobilised a number of new contracts Our collective efforts delivered EBITDA of 465 million and NPATA of 202 million which exceeded the top end of our guidance range Directors declared a final dividend of 9 41 cents per share bringing the total dividend for the year to 17 72 cents per share a continuation of our 75 target payout ratio The total dividend payment in FY23 represents growth of 12 5 compared to last year Safety and health above all else At Ventia our foremost priority is the safety of our workforce it s our license to operate Our ongoing improvement in our safety performance is underpinned by our ability to influence behaviours that drive safety including standardisation and simplification of processes and sharing and adoption of best practice It is also about our emphasis on frontline safety and the increasing adoption of our in house training programs some of which are achieving industry accolades for their efficacy Ventia s Total Recordable Injury Frequency Rate TRIFR decreased by 11 3 on 2022 Ventia s Serious Injury Frequency Rate SIFR also continues to improve recording a 62 1 decrease on 2022 Ventia Annual Report 2023 9
CHAIRMAN AND CEO S MESSAGE This year the launch of our Elevate safety program empowered our leaders with key insights into employee actions behaviours and performance Importantly in 2024 we will launch a new safety index called the Elevate Index which we believe will drive greater focus on leading indicators behaviours and cultural measures As we look to the future we continue to invest in the skills of our people and seek to further simplify and improve our processes and associated systems Performance highlights Since listing our earnings NPATA and EBITDA has outpaced market growth CAGR of 6 6 by more than 4 We continue to see opportunities in all four business sectors underpinned by our compelling value proposition strong demand drivers and positive market trends In FY23 we delivered 5 7 billion in revenue representing 9 8 growth compared to FY22 Our EBITDA grew by 10 8 and EBITDA margin increased slightly to 8 2 Our NPATA increased by 12 5 and our cash conversion was within our target range at 88 8 Over the next three years BIS Oxford estimates our addressable market will grow by approximately 15 billion to just under 90 billion in FY26 Our share of the market is currently sitting at around 6 billion or approximately 8 and we believe we have the strategy and execution ability to improve our share Client focused Ventia continued to broaden and strengthen existing relationships in 2023 and focus on enhancing our customer account plans illustrated by an increase in spend from our 10 largest customers of 10 7 in 2023 or 23 CAGR since listing At the same time we continued to explore new markets and capabilities This year we refined our client segmentation and strategic account management approach with an increased focus on listening more closely to the voice of our customers enabling deeper relationships and in some cases more aligned behaviours Ventia s client renewal rate increased to 87 in 2023 including renewed contracts with the Department of Defence NBN Co and Telstra Cross sector collaboration remains a core focus for us An excellent example of our cross sector success is the Square Kilometre Array Observatory SKAO In December 2022 our telecommunications business won an initial 200 million contract over three years After discussing some of the client s challenges we tendered our services both for the transport networks connecting the site to larger arterial roads and the camps services for the on site workforce both of which were subsequently awarded to Ventia An excellent result for both parties Innovation Our single enterprise platform efficiently serves all users managing vast amounts of data from a range of sources including our considerable workforce Internet of Things IoT devices and drone operations We continue to evolve and implement our digital strategy including enhancing the use of AI to streamline processes and enhance how our people source improvements for our customers In addition to an enterprise wide operating model we now have a standardised and simplified digital platform VenSights which comprises of 95 standardised and timely reports These allow leaders to track projects and compare performance which results in better informed decision making more consistent performance and higher client engagement all key foundations of transparency risk and governance We seek to cultivate a culture that champions innovation ensuring that we not only keep pace with industry developments but also help shape them Pleasingly Ventia was awarded third in the 2023 AFR Boss most innovative companies list for the property construction and transport category 10 Ventia Annual Report 2023
Sustainability Our commitment to sustainability is unwavering This year we submitted our proposed targets to the Science Based Target initiative SBTi and await their verification Concurrently we are diligently working towards achieving these targets in harmony with our broader environment social and governance ESG objectives In 2023 we achieved a 5 5 reduction in Scope 1 and 2 emissions This was largely attributed to the divestment of an energy intensive operation in 2022 and to increasing our use of renewable electricity Scope 3 emissions represents the greatest opportunity to reduce our emissions and are the most challenging to influence We also reaffirmed our commitment to Aboriginal and Torres Strait Islander people in Australia launching our stretch Reconciliation Action Plan RAP In July 2023 Ventia declared a cyber incident We took decisive action to swiftly contain and repel the attack allowing Ventia s operations to continue Strong alignment between our Board and Management team allowed us to navigate this challenge taking a controlled and measured response This resulted in no evidence of a notifiable data breach and we transparently shared our learnings with clients and key stakeholders In 2024 and beyond we will continue to strengthen the security of our systems and data against future threats Outlook Ventia is well positioned to capitalise on strong and improving market trends We will do this by harnessing our national network expert capabilities and compelling value proposition We believe we have excellent momentum energised people and a stable operating platform heading into 2024 supported by the tailwinds of increasing demand for essential services Ventia s robust business fundamentals historical consistency of performance and diligent risk focus gives us the confidence to announce our 2024 guidance range for growth of 7 to 10 compared to FY23 We want to take this opportunity to thank the extended Ventia family from our clients to our frontline people our investors subcontractors suppliers leadership team and Board for helping us maintain our positive outlook for the business David Moffatt Chairman Dean Banks Managing Director and Group CEO People are at the heart of our success Our people strategy has a strong focus on diversity and inclusion This year we were recognised as a 2023 2024 Diversity Council of Australia DCA Inclusive Employer We are committed to increasing the number of women in senior leadership roles to 40 Female representation on the Executive Leadership Team at the end of FY23 was 33 and by the time this report is published will have increased to 40 We continued to build the digital cyber and strategic skills experience and diversity of our Executive Team and Board During 2023 we welcomed two new senior executives and added Mr Damon Rees to our Board as Independent Non Executive Director After 9 years on the Ventia Board Non Executive Director Mr Kevin Crowe will formally leave the Board on 21 February 2024 Mr Steve Martinez alternate Director for Mr Crowe who also served for nine years will simultaneously resign We thank them both most sincerely for their judgement service and commitment to Ventia Ventia Annual Report 2023 11
Safety health and wellbeing Pictured Members of the environmental monitoring team Geelong VIC The safety and health of our people is Ventia s licence to operate Safety is a key enabler of our ability to perform essential work that keeps critical infrastructure working for our communities Ventia implements a range of safety initiatives to proactively manage risks for all people involved in our projects We are on a continuous path of safety improvement Ventia s Total Recordable Injury Frequency Rate TRIFR decreased by 11 3 from 2022 and Ventia s Serious Injury Frequency Rate SIFR declined by 62 1 from 2022 11 3 Improvement Reduction in Total Recordable Injury Frequency Rate TRIFR on FY22 4 32 3 71 3 29 2021 2022 2023 12 Ventia Annual Report 2023 62 1 Improvement Reduction in Serious Injury Frequency Rate SIFR on FY22 0 45 0 29 0 11 2021 2022 2023 2 000 Safe for Life frontline leaders trained 400 Ventia leaders participated in Elevate safety program in 2023 250 leaders received awardwinning mental health training in 2023
New safety initiatives New and engaging safety campaigns and initiatives were introduced in 2023 that underpin our safety performance Some of these initiatives include the rollout of Safety Health and Environment leadership programs including the Elevate program for our leaders Safe for Life for our frontline leaders and Building a Mentally Healthy Workplace for our people leaders targeted campaigns that increase risk ownership through our All Roads Lead to Home and Heavy Metal campaigns new analytics to better measure our leadership behaviour and discipline further simplification of core processes to ensure easy access to information Road safety Driving is the number one cause of work related fatalities across Australia and New Zealand As a result over the past two years Ventia has invested in numerous safe driving initiatives Our 2023 All Roads Lead to Home campaign was launched in May and was aimed at increasing driver awareness and training across our organisation The campaign resulted in 20 more 4 and 5 Star drivers and a 5 reduction in speeding events for fleet vehicles in 2023 as measured by our fleet management and technology partner Eroad1 Following the campaign Ventia achieved Safest Driver status in New Zealand from EROAD Elevate program The Elevate program was initiated in 2023 to lift Ventia s performance and mature our safety culture through leadership behaviours The Elevate program is based on the Hudson Model of Cultural Maturity which is a globally recognised safety practice The program includes best practices identified from benchmarked organisations Over 400 senior leaders took part in the Elevate program in 2023 which helped accelerate the development of behaviours that have resulted in safety improvement and cultural change The behaviours are across learning engaging accountability and discipline LEAD In 2024 we look forward to launching a new safety index called the Elevate Index which places more emphasis on LEAD behaviours and cultural measures Healthy Minds and Bodies program In 2023 we implemented targeted mental health campaigns and initiatives to raise awareness of the importance of mental health in our workplace Ventia s Healthy Minds and Bodies program experienced a 44 increase in participation We trained 103 Healthy Minds Champions in 2023 who are advocates for mental health and help support employees with mental health conditions Our Employee Assistance Program usage increased by 21 and we upskilled over 250 leaders in our award winning mental health training in 2023 We also introduced a mental health risk assessment tool for all team leaders and completed a company wide mental health risk assessment Focus in 2024 As we look to the future Ventia will continue to build on our safety culture through continued investment in the skills of our people the capabilities of our leaders and further simplification to improve our systems In making decisions that impact the safety of our people and safety culture we will continue to monitor global trends including climate change an ageing population and the rise of AI all which present both risks and opportunities Innovation will play an integral role in sustaining and improving our safety performance and we will continue to invest in technology to help solve our most complex safety health and environmental challenges 1 Star ratings are based on how the driver drives in relation to the EROAD driving population To be a 5 Star driver you need to be in the top 10 of the EROAD driving population AWARDS AND RECOGNITION WINNER National Safety Award Best WHS Training program 2023 National Safety Awards of Excellence National Safety Council of Australia FINALIST Safe for Life for Frontline Leaders Training 2023 National Safety Awards of Excellence National Safety Council of Australia 2 Tank Inspection and Maintenance Program 3 Lockerbie Main Sewer Project Lifting Methodology FINALIST Water Industry Safety Excellence Award 20232 with Yarra Valley Water Australian Water Association AWA Awards Australian Water Association FINALIST Water Industry Safety Excellence Award 20233 with Yarra Valley Water and Jaydo Construction Australian Water Association AWA Awards Australian Water Association Ventia Annual Report 2023 13
People are at the heart of our success Pictured Ventia employees at the CEO Strategy Road Show Sydney NSW Ventia s people are as diverse as the communities in which we operate Our values of collaboration integrity challenge and ingenuity guide how we behave and what is most important to us This year Ventia was recognised as a 2023 2024 Diversity Council of Australia DCA Inclusive Employer which is testament to our commitment to diversity and inclusion This acknowledgement is one of the highest accolades in Australia to recognise inclusive workplaces In 2023 Ventia also received the Diversity and Inclusion Award for Ventia s Disability Employment Program from the Banksia Foundation and we received re accreditation of New Zealand s Rainbow Tick Pleasingly Ventia continued to reduce our employee turnover in 2023 We achieved this by listening to our employees focusing on employee engagement and investing in in house training and career succession planning initiatives Following are some of the initiatives we implemented in FY23 Voice of the employees Ventia s Have Your Say survey is a key tool used to measure employee engagement motivation and commitment The feedback provides valuable insights into what we are doing well and what we need to do better In 2023 our engagement score remained consistent at 78 with the prior year and the survey revealed that 86 of our employees feel well connected to their teams and that they can openly communicate with their leaders Building a diverse and inclusive workforce We are committed to increasing women s representation to 40 by 2030 This ambition extends to all levels including our Executive Leadership Team where women s participation grew from 22 2 to 33 3 in 2023 Across our wider Senior Leadership team we saw an increase from 20 3 to 26 6 demonstrating continued progress towards our goal To further empower women for leadership roles we ve implemented key development programs such as the Women Leading program which supports up to 30 women annually to build the confidence and expertise to step into senior leadership roles Additionally 13 women participated in the Australian Institute of Company Directors course enhancing their governance knowledge and preparedness for potential Board positions within Ventia and external organisations In 2023 we reviewed our policies and processes to support a diverse and inclusive workforce and continued to deploy our Respect Work program with an additional 5 557 employees completing the program In New Zealand 726 employees completed cultural training in 2023 which supports our growing Mori and Pasifika workforce In 2024 we will have a strong focus on racial discrimination training 14 Ventia Annual Report 2023
Highlights Employees 15 639 employees full time part time and casual as at 31 December 2023 Leadership training 500 attended leadership training through 2023 Workforce participation 31 6 by women all employees increase from 29 7 in FY22 New hires 5 893 people joined Ventia in 2023 AWARDS AND RECOGNITION WINNER Diversity and Inclusion Award Ventia Disability Employment Program 2023 Banksia Awards Banksia Foundation RECOGNISED 2023 2024 Diversity Council of Australia Inclusive Employer Diversity Council of Australia Attracting great people To help our leaders attract talent in the current competitive market we continued developing our best practice hiring techniques supporting the hiring of 5 893 new employees in 2023 We also improved our onboarding experience with a focus on welcoming new leaders and encouraging crossbusiness connection In 2023 we supported 343 graduates apprentices and trainees in our programs We remain committed to investing in their training mentorship and support to empower them with the skills and guidance they need to be successful in their careers Ventia placed 38th in the Australian Financial Review s Graduate Employers for 2023 intake Building capability at all levels We launched the Ventia Academy in early 2023 to empower employees to accelerate their learning and career opportunities Through formal and informal forums leadership programs and peer network building the Academy fosters a more connected workforce cultivates our leaders and equips employees with valuable qualifications In 2023 in connection with the Academy our internal Accredited Training Organisations in Australia and New Zealand supported 897 employees in obtaining nationally recognised certifications who were awarded job aligned Certificate II IV Diploma qualifications Additionally 37 specialised compliance programs were delivered and 500 employees participated in leadership development programs in 2023 Employee relations Our workforce is comprised of a wide variety of skills and experience from highly skilled to school leavers and apprentices In Australia and New Zealand our employees are covered by industrial instruments including Modern Awards Enterprise Agreements Collective Employment Agreements and Individual Employment Agreements We have a proactive approach to industrial agreement negotiation and are committed to building strong relationships with our employees In 2023 we successfully re negotiated 24 agreements with an average term of three years We will continue this positive momentum as we move forward working collaboratively with our employees and their bargaining representatives to secure mutually beneficial outcomes People systems As part of our ongoing simplification efforts we enhanced our people data and analytics platform in 2023 empowering leaders with direct access to people reporting and insights The People PowerBi dashboard provides a clear and intuitive view of their teams headcount new starters turnover and diversity allowing them to develop and implement targeted initiatives Ventia s internal mentoring program was further expanded in 2023 to include mutual mentoring where employees can also mentor our executives This supports a dynamic learning environment where both mentors and mentees benefit from shared knowledge and experience Ventia Annual Report 2023 15
Our strategy Our strategy of Redefining Service Excellence is our blueprint for success brought to life by the pride and passion of our people We differentiate ourselves by being client focused innovative and sustainable Be targeted Embed our client segmentation model and implement effective account plans for key clients Secure new clients Continuous improvement in our bid success rate bring the whole of Ventia to new bids Client focused Develop client solutions Be famous for solving client problems in new innovative and patentable ways Innovative Drive productivity Fully leverage the benefit and potential of our single enterprise wide operating model Renew contracts Success on all major renewals 100m Redefining Service Excellence Sustainable Enhance data and analytics Full transparency and better informed decision making Target net zero emissions Pathway to net zero emissions defined with visible progress demonstrated Industry leading safety diversity and inclusion Continuous improvement in diversity and inclusion Deliver high standards of corporate governance Exceed industry and society s expectations of our corporate behaviors including no breaches of legislative regulatory or ethical standards 16 Ventia Annual Report 2023
Pictured Members of Ventia s Facilities management health team at a hospital helipad NSW Ventia Annual Report 2023 17
OUR STRATEGY How Ventia creates value We create value for our stakeholders as we pursue our strategy of Redefining Service Excellence through our three strategic priorities being client focused innovative and sustainable We execute this strategy by delivering essential services for our clients across the sectors we serve We know that integrated planning and decision making results in actions that can create and preserve value over the short medium and long term Our value creation model below demonstrates how our business model and strategy draw on various capital inputs to create value over time Inputs Value creation Environmental capital The renewable and non renewable environmental resources we use We create value through the services we provide Operations Human and intellectual capital Our employees and subcontractors knowledge systems and policies Manufactured capital Our physical assets o ices and technology Client focused Innovative Redefining Service Excellence Maintenance Services Social and relationship capital Our relationships and collaboration with all stakeholders Financial capital Our financial resources available for deployment Sustainable Sectors Defence Social Infrastructure Telecommunications Transport Infrastructure Services 18 Ventia Annual Report 2023
Outputs Resilient and healthy environment Committed to setting science based targets including net zero Resource e iciency and climate resilience Measures FY23 5 5 9 8 SBTi reduction in Scope 1 and 2 emissions transition of our light fleet to hybrid or electric vehicles targets set in FY23 See our commitment to Being more sustainable on pages 28 37 Thriving people An engaged capable and high performing workforce that operates in a safe diverse and inclusive environment Local and diverse supply chain We create value through the development of a local and diverse supply chain We advance sustainable and ethical procurement 11 3 improvement in our TRIFR rating 33 3 participation by women on our Executive Leadership Team 500 employees attended leadership programs See our commitment to Safety and People on pages 12 15 20 5m spend with social enterprises in Australia and New Zealand 99 procurement spend in Australia New Zealand 122m spend with Aboriginal and Torres Strait Islander businesses in Australia See our work on social sustainability on pages 34 35 Stronger clients and flourishing communities Our whole of Ventia o ering and knowledge provides innovative and e ective solutions to our clients and communities 4 3b 87 2 7b social value created client renewal rate work in hand from renewed contracts See our commitment to Being more sustainable on pages 28 29 and how we are Client focused on pages 20 22 Sustainable financial growth We aim to deliver sustainable financial growth for our shareholders 9 8 increase in total revenue on FY22 12 5 increase in NPATA on FY22 10 8 increase in EBITDA on FY22 See how we are delivering performance for shareholders on pages 9 11 Note These mesasures show how value has been created against Ventia s outputs in FY23 they do not include all the measures All 2023 highlights indicating increases or decreases are compared to 2022 Ventia Annual Report 2023 19
OUR STRATEGY Client foc Repeat clients are our ultimate performance indicator Pictured Members of Ventia s health team delivering facilities management services at a hospital VIC Ventia develops long term and strategic relationships with our clients Repeat clients are our ultimate performance indicator and we pride ourselves on being a trusted partner In FY23 Ventia increased our client renewal rate to 87 In 2023 we furthered our client segmentation and strategic account management approach by increasing our understanding of our client relationships and their behaviours This enabled us to better serve our clients and identify future pipeline opportunities Cross sector collaboration is a core focus for Ventia Our vast range of capabilities across our sectors together with our strong client relationships and trusted reputation enabled us to expand our market opportunities in 2023 Our crosssell revenue increased by 48 to 93 2 million in FY23 Our expanded offering to The Square Kilometre Array Observatory SKAO is a good example of our cross sector capabilities see following case study In 2023 our client focused approach contributed to our increasing work in hand and high client renewal rate which reached 87 Key wins and renewals included contracts with the Department of Defence Auckland Council NBN Co Telstra and Transurban Queensland Looking ahead we see significant opportunities across all four business sectors underpinned by market trends and our client segmentation work We are confident that our strategy will continue to redefine service excellence for our clients 20 Ventia Annual Report 2023
cused CASE STUDY Ventia s cross sector collaboration benefits the SKA Observatory In 2023 Ventia leveraged our capabilities across our Telecommunications Defence and Social Infrastructure and Transport businesses to deliver work for the SKA Observatory SKAO The SKAO is an intergovernmental organisation supported by 16 countries across the globe and is tasked with building the world s largest and most advanced radio telescopes In 2022 Ventia was awarded an initial contract to provide telecommunications services on Wajarri Yamaji Country in Western Australia Through our close working client relationship and an understanding of SKAO s challenges Ventia has since expanded its scope of work to provide a cross sector offering Additional services include camp infrastructure civil earthworks power generation fuel systems and water drilling services Ventia has subsequently been appointed as the Principal Contractor for the site Our cross sector offering to SKAO has also expanded to Indigenous employment opportunities proudly employing 26 local Indigenous people Combining Ventia s breadth and depth of services and client focused approach ensures we continue to deliver successful outcomes for our clients and communities Pictured Team members at a construction milestone ceremony SKA Observatory WA Ventia worked as a close partner rather than purely as a contractor and it was through their efforts innovative thinking willingness to share ideas and transparency around many aspects of the project that allowed us to proceed The dedication of the team and commitment to the overall success has been something I have watched with gratitude Anthony Schinckel SKA Low Site Construction Director Ventia Annual Report 2023 21
OUR STRATEGY CLIENT FOCUSED Highlights Work in hand 18 1b as at 31 December 2023 Cross sell revenue in FY23 93 2m 48 on FY22 1 Includes extension options Renewal rate 87 in FY23 Average maximum contract tenure1 7 years Work in hand from renewed contracts in FY23 2 7b 11 on FY22 Increased spend from top 10 customers in FY23 10 7 Increase on FY22 CASE STUDY Working with Transpower to safely restore power to Hawke s Bay amidst Cyclone Gabrielle In February 2023 Cyclone Gabrielle struck New Zealand s North Island resulting in severe flooding widespread power outages and the declaration of a National Grid Emergency by Transpower Working in close collaboration with Transpower the Ventia team played a critical role in restoring substation power re building a collapsed transmission tower and securing compromised transmission towers across the Hawkes Bay region The team overcame communication outages reduced land and road access and personal impacts to deliver essential services for Transpower and communities in need Safety was our number one priority with hurdles including electrical risks and contaminated silt Ventia maintained worker safety throughout the emergency response and further implemented safety process innovations that will strengthen our safety culture in future civil defence emergencies In October 2023 Ventia s response efforts were recognised at Transpower s Safety Thanks and Recognition Awards as a joint recipient of the Team Safety Award Ventia was incredibly proud to have a further three winners and two finalists recognised at the event demonstrating the strength of our collaborative and trusted 25 year relationship with Transpower Pictured Ventia fieldworker at a substation Hawkes Bay NZ In light of the significant efforts of the past seven weeks I want to thank you and your team for your commitment and focus in reconnecting and restoring power to New Zealanders Alison Andrew Chief Executive Officer Transpower New Zealand 22 Ventia Annual Report 2023
Pictured Members of Ventia s Transpower team Wellington NZ Photo by Michael Bradley Ventia Annual Report 2023 23
OUR STRATEGY Innova Driving an Innovation at Ventia is underpinned by a workplace that continuously considers better ways of working We strongly believe that innovation is better together and as such we partner with our clients and stakeholders to solve problems and develop new solutions that deliver better outcomes In 2023 we continued to evolve our digital strategy which includes investment in digital core modernisation data AI and cyber security defence capabilities Ventia is focused on building our innovation footprint in 2024 and continuing to build a best practice modern digital ecosystem that is part of Ventia s strategy and delivers benefits to our people and our clients To help drive innovation across our organisation we created our INSPIRE Innovation Hub in 2023 and launched a new initiative called Pizza and Pitch The initiative encourages employees to gather regularly over a slice of pizza and pitch an innovation idea The audience can vote on the idea that has the most relevant application and scalability across Ventia In 2023 approximately 800 employees clients and business partners attended Pizza and Pitch events across Australia and New Zealand Pitches covered many areas of organisational and industry innovation from blockchain technology to installing a battery thermal solution on Ventia s truck mounted attenuators to save energy Several pitches are undergoing development into business cases Following its success Ventia looks forward to continuing to roll out Pizza and Pitch in 2024 Pictured A student from Western Sydney University pitches at a Pizza Pitch event Sydney NSW 24 Ventia Annual Report 2023
tive culture Innovation in action Our innovation initiatives have had a positive impact on Ventia s culture and have encouraged our staff to constantly look for new ways of working Ventia s large workforce and the diversity of our skills and services provides an opportunity to make largescale and impactful change Organisational innovation Organisational innovation helps Ventia to create an innovative business culture and ensures everyone is working towards improving business practices efficiencies and performance Some examples of innovation across our organisation include VenSights is a powerful central data and analytics tool that delivers performance data and insights on a diverse range of areas across our organisation including our workforce IoT devices and drone operations VenSights comprises of 95 reports that are supported by PowerBI Within VenSights Project on a Page PoP provides comprehensive data on individual projects at any place and any time Greater access to data on individual projects enables better performance and risk management of projects At the heart of our operations lies Ventia s Operations Centre VOC Our 24 7 operations supports more than 50 Ventia projects handling crucial tasks such as customer experience crisis and jeopardy management and other essential operations Powered by state of the art technology and real time data our VOC promotes transparency and effective governance for our clients and Management team Pictured A Ventia employee pitching at a Pizza Pitch event Auckland NZ Ventia Annual Report 2023 25
OUR STRATEGY DRIVING AN INNOVATIVE CULTURE CASE STUDY Ventia s RegTech GenAI solution In 2023 Ventia launched a RegTech GenAI solution to streamline how employees access information about Ventia s policies and procedures This AI powered capability enables employees to ask questions about Ventia s policies and standards stored in our online document system The RegTech GenAI quickly scans for and provides relevant information allowing employees to find understand and remain compliant with Ventia s guidelines Previously employees had limited search capabilities making it time consuming to find specific information within each policy or standard The RegTech GenAI is a great example of how organisational innovation has created business improvement and demonstrates excellent collaboration across our business Ventia continues to use advanced analytics and AI to drive efficiency optimisation and value across our organisation The RegTech GenAI solution is an innovative step forward for Ventia as we continue our AI journey It demonstrates the excellent collaboration between our legal department and our digital services teams who applied their knowledge and skills to quickly plan build and launch the solution Dr Jade Aitken General Manager Data and AI Ventia Key statistics Images taken 550k by Ventia drones in FY23 Internet of Things IoT devices 20 increase to 50 000 connected in FY23 Launched a new innovation hub INSPIRE to drive innovation across Ventia Calls handled 1 3m by Ventia s Operations Centre VOC in FY23 Views 200k of VenSights in FY23 Pizza and Pitch events 800 employees clients and business partners participated in 2023 26 Ventia Annual Report 2023
Pictured Senior Engineer Matt Otaran celebrates Ventia winning at the AFR Most Innovative Companies award gala Sydney NSW Industry innovation Industry innovation is important to Ventia as it helps to transform ideas into new solutions that can help drive business growth improve efficiency and meet our customers evolving needs Following are some examples In FY23 Ventia introduced a rapid deployment vehicle arrestor This device is a portable crash barrier that can be used for short term works in high speed environments It is quickly and easily deployable and can be used for vehicle recovery temporary roadworks utilities and police and emergency services Ventia s drones are leveraged commercially to increase safety across our organisation through the reduction of high risk works and improved datasets on assets and facilities In 2023 Ventia s drones undertook a total 1 208 flights and completed 1 604 circuit kms Ventia s Internet of Things IoT usage increased by 20 in FY23 which has led to higher energy savings across our organisation Ventia uses IoT capabilities to make use of emerging low powered wide area LPWA network technology to better manage customer infrastructure across Australia and New Zealand CASE STUDY Ventia launches MTBolt Ventia designed and implemented the MTBolt to eliminate the bimetallic corrosion in thousands of lighting fixtures luminaries in one of Australia s busiest traffic tunnels Replacement of the luminaries each weighing 29kg would typically take 8 2 years to complete due to planned shutdowns of lanes The total cost to the client was an estimated 5 million in labour and lost revenue Ventia implemented a process of innovation design prototype and pilot installation and launched MTBolt within just one year An MTBolt is made of aluminium and slides over the supporting U bracket of each luminaire so bimetallic corrosion cannot occur in the light fixture An MTBolt costs 12 to manufacture and provided an 85 cost saving to our client The total cost of MTBolts and installation across all light fixtures was 300 000 over 1 1 years It fully eliminates the need to replace the luminaires in the future In recognition of the successful development of the MTBolt Ventia was awarded third place by AFR Boss for Most Innovative Companies 2023 Property Construction and Transport category AWARDS AND RECOGNITION WINNER Next Gen Innovator 2023 2023 SAP Best Run Awards SAP WINNER Service Champion Customer Service Team of the Year Large Ventia Operations Centre VOC Australian Service Excellence Awards Customer Service Institute of Australia CSIA 3RD PLACE AFR Boss Most Innovative Companies List Property Construction Transport category Australian Financial Review FINALIST Innovation Category Brisbane Motorway Services Team 2023 ITS Australia Awards ITS Australia Ventia Annual Report 2023 27
Being more Sustain We are committed to creating a lasting and positive legacy for people and the planet Central to our sustainability strategy are our objectives and measurable targets that align to our three core pillars of environment social and governance Our targets are recognised by industry frameworks to ensure we deliver best practice outcomes and meet stakeholder expectations In 2023 we made progress on our environmental social and governance ESG targets We also submitted our emissions reduction and net zero targets to the Science Based Targets initiative SBTi for validation Further information is provided in Ventia s Sustainability Report Highlights 4 3b social value created this year we introduced a social value measurement to understand the socio economic impact of our non financial activities 5 5 reduction in Scope 1 and Scope 2 market based emissions from FY22 Stretch Reconciliation Action Plan launched our Stretch Reconciliation Action Plan RAP for September 2023 August 2026 Inclusive Employer Diversity Council of Australia Inclusive Employer recognition 28 Ventia Annual Report 2023 154 electric and hybrid vehicles added to Ventia s light fleet in FY23 Rainbow Tick accreditation Rainbow Tick accreditation retained in New Zealand
able Pictured Ventia environmental scientist performing environmental monitoring Geelong VIC Environment Creating a healthier plant Achieve net zero emissions and reduce our clients emissions Managing climate resilience for us and our clients Leading in environmental protection and enhancement solutions Achieve our science based emissions reduction and net zero targets 100 renewable energy by 2030 internal electricity use 100 EV and hybrid light vehicle fleet by 2030 Social People and community focused Objectives Our people are safe and healthy and are as diverse as our communities We engage and respect the communities we work in We create value through our local and diverse supply chain Measures HESTA 40 40 Vision commitment 40 female participation by 2030 1 on the ELT 2 of Women in Senior Management WISM 3 across all employees Achieve our Reconciliation Action Plan targets Governance Ethical and accountable in everything we do Sustainability is embedded in our decision making Trusted for our sustainable business practices Advancing sustainable and ethical procurement Compliance with the ASX Corporate Governance Principles and Recommendations Suppliers with annual spend 1m comply with the Ventia Business Partners Standard Ventia Annual Report 2023 29
SUSTAINABILITY Pictured Ventia hybrid vehicle Ventia s emissions targets In 2023 we submitted our emissions reduction and net zero targets to the Science Based Targets initiative SBTi for validation We set these targets to align with the aims of the Paris Agreement to limit global warming to 1 5 C by 2050 Importantly our targets go beyond our direct emissions and encompass our full value chain Scope 1 2 and 3 and do not rely on offsetting to achieve our goals We will achieve net zero emissions by 2050 in our operations and in all our indirect Scope 3 emissions including through our supply chain Our near term targets to 2030 require us to improve efficiency as our business grows We achieve this through making deep reductions in our direct emissions including through the transition of our fleet and equipment and use of renewables in the generation of the electricity we use The largest contributor to our footprint is from the goods and services we procure therefore we will work with our supply chain to pursue opportunities to reduce Scope 3 emissions While we anticipate achieving validation of our targets in 2024 we now have our goals in place to provide the framework for our transition plan Our science based emissions targets1 Near term 2030 targets Scope 1 and 2 Ventia commits to reduce absolute Scope 1 and 2 greenhouse gas emissions 42 0 by 2030 from a 2021 base year Scope 3 Ventia also commits to reduce Scope 3 greenhouse gas emissions from purchased goods and services 51 6 per AUD million value added2 by 2030 from a 2021 base year Net zero target Ventia commits to reduce absolute Scope 1 and 2 greenhouse gas emissions 90 0 by 2050 from a 2021 base year Ventia also commits to reduce Scope 3 greenhouse gas emissions 90 0 within the same timeframe 1 Our targets are pending validation by the Science Based Targets initiative in 2024 2 Value added is operating profit Earnings Before Interest Tax Depreciation and Amortisation EBITDA all personnel costs 30 Ventia Annual Report 2023
Pictured A Ventia graduate operating a drone NSW Ventia Annual Report 2023 31
SUSTAINABILITY Environment Pictured Members of Ventia s Environmental Services team Geelong VIC Our approach to environmental sustainability involves managing our impact on the environment and the impact of climate change on our operations It also includes delivering services to protect and enhance environmental values Managing our environmental impact is essential to how we plan and prioritise our actions This includes monitoring and measuring the waste we generate the energy we use and the emissions we create directly and indirectly throughout our value chain as well as any environmental incidents This year we developed our full emissions inventory including for indirect categories such as business travel upstream leased assets capital goods and from the goods and services we procure which represents the largest component of our footprint and the greatest opportunity to minimise our impact Progress on our targets Greenhouse gas emissions tCO e Scope 1 and 2 1 60 000 50 000 40 000 30 000 12 4 11 745 44 590 14 12 9 5 9 277 8 2 4 377 10 8 39 702 41 910 6 11 4 use of renewable electricity in FY23 9 8 Emissions tCO2 e Intensity t mAUD 20 000 10 000 4 of Ventia s light fleet 2 are hybrid or electric vehicle 0 2021 2022 Scope 1 tCO2 e Scope 22 tCO2 e 0 2023 Intensity t mAUD 22 6 waste diverted from 1 2021 and 2022 emissions include those from the divested MTC Broadspectrum joint venture operation 2 Market based landfill in FY233 3 Waste managed by directly engaged waste management providers excluding hazardous liquid and soil waste Waste and diversion volumes estimated for 70 0 of Ventia s waste spend where reporting is not currently available Diversion rate calculated based on tonnes diverted recycled or reused or recovered converted to energy divided by tonnes of waste 32 Ventia Annual Report 2023
Our emissions In 2023 we expanded our data capture to include indirect Scope 3 emissions and include these in the targets we have set Our comprehensive emissions inventory includes direct emissions Scope 1 and 2 and those across our value chain from our baseline year of 2021 through to 2023 We made progress this year by improving the efficiency of our operations reducing our emissions intensity from 9 5t m in 2022 to 8 2 t m in 20234 Our total Scope 1 and Scope 2 emissions were 46 287 tCO e5 at the end of 2023 a reduction of 5 5 from 2022 driven by the divestment of an energy intense joint venture operation in that year Our Scope 1 and 2 emissions profile excluding the joint venture increased by 3 from 2022 due to an increase in fuel used for transportation and from our Rig and Wells services Reducing fuel use across our operations is challenging in the short term as our business grows We introduced 154 hybrid and electric vehicles EV into our fleet this year resulting in 9 8 of our light vehicle fleet now being hybrid or EV We also welcomed our first fully electric truck mounted attenuator to reduce fuel use in our motorway incident response This is the first device of its kind to be introduced in Australia As we work towards our goal of powering our electricity needs from renewables we increased solar generation at our workplaces and sourced more GreenPower for our offices and depots In 2023 11 4 of our electricity needs were powered by renewables contributing to the reduction in our Scope 2 emissions The largest contribution to Ventia s footprint is our Scope 3 emissions at 94 In 2023 our Scope 3 emissions were 740 205 tCO e at the end of 2023 We apply emissions factors to our spend on goods and services where measured emissions data is not available so as our spend grows so do our emissions It is a priority for us to improve data measurement and to continue to work with our supply chain on initiatives to reduce emissions The New Zealand Government passed legislation in 2023 making climate related disclosures mandatory for large financial market participants and publicly listed companies Ventia Services Group Limited is a climate reporting entity under the Financial Markets Conduct Act 2013 New Zealand Refer to our Sustainability Report for our Climate related disclosures Environmental management In 2023 we completed a full review of our environmental management system and refreshed our Environment Policy We introduced a new reportable environmental event measure Total Reportable Environmental Event Frequency Rate TREEFR which will be monitored in 2024 to establish a baseline for future reportable environmental frequency rates We reported two serious environmental incidents in 2023 The first involved an uncontrolled discharge to a waterway in our Far North Waters contract in New Zealand following an unexpected shutdown of a pump station On notification of the incident there was an immediate response and remediation completed No penalty was received by Ventia for this event The second incident involved the disposal of soils from an electric ant restriction zone to a location not licensed to accept ant carrier waste material Ventia has subsequently conducted education and training to ensure processes are in place to prevent similar issues going forward Ventia received a fine of 5 031 from the Queensland Department of Agriculture and Fisheries for this incident Healthy Planet campaign Our Healthy Planet campaign in 2023 culminated in 21 simultaneous environmental activities held across offices and project sites in Australia and New Zealand for World Environment Day Activities ranged from tree planting site cleanups weed removal dune rehabilitation and office based initiatives Through the campaign our people participated in masterclasses on flora and fauna and biosecurity invasive pests weeds and disease AWARDS AND RECOGNITION WINNER Sustainability collaboration with Transurban on the M2 Motorway 2023 AMPEAK Awards Asset Management Council WINNER Sustainability and Wellness Leadership Award Sustainability Leadership Corenet Global Australia REawards 2023 Corenet Australia 4 Emissions intensity is total Scope 1 and Scope 2 emissions measured in tonnes divided by revenue in million Intensity for 2022 has been adjusted from the previously reported figure of 11 6t m due to removal of emissions from contracts outside Ventia s operational control and the transition to using market based methodology for the Scope 2 emissions component 5 Our 2022 emissions figures have been adjusted from the previously reported figure of 60 175 tCO e due to removal of data outside Ventia s operational control and the transition to using market based methodology for Scope 2 emissions calculations Ventia Annual Report 2023 33
SUSTAINABILITY Social We are proud to provide services that keeps infrastructure working for our communities allowing us to make positive contributions every day through the work we do We aim to create a positive and lasting social environmental and economic impact for people and the planet by collaborating with our clients supply chain partners community members and other stakeholders Together we design and deliver social sustainability activities that prioritise outcomes for our stakeholders Progress on our targets1 HESTA 40 40 Vision commitment 33 3 participation by women on the Executive Leadership Team 26 6 participation by Women in Senior Management WISM 31 6 workforce participation by women across all employees 1 9 percentage point increase from 2022 30 9 29 7 31 6 3 7 Aboriginal and Torres Strait Islander employees in Australia in FY23 2021 2022 2023 1 Executive Leadership Team ELT is defined as the Group CEO and direct reports levels 1 1 and 1 2 in Ventia s Job Level Framework Women in Senior Management WISM is the number of women in senior management roles at level 3 1 and above in Ventia s Job Level Framework an externally evaluated methodology application considering role complexity and core job attributes such as impact communication innovation knowledge and risk Note All 2023 highlights indicating increases or decreases are as compared to 2022 Social value We are refreshing our approach to delivering social value throughout our operations In 2023 we helped to launch the Australian and New Zealand Social Value Taskforce with the objective to develop a social measurement framework Ventia delivered an estimated 4 3 billion in social value in 2023 calculated using our spend and employment data and the well recognised TOMs Themes Outcomes and Measures framework for delivering excellence in measuring and reporting social value More information on our social value framework is provided on page 38 of the 2023 Sustainability Report Gender equality and pay equity Overall participation by women in our workforce was 31 6 at the end of 2023 compared with 29 7 in 2022 As we work towards our targets across our organisation our activities remain focused on developing retaining and attracting women We continue to take deliberate action to address our gender pay gap including the development of our new Women s Participation Action Plan 34 Ventia Annual Report 2023
Ventia s 2023 reporting to the Workplace Gender Equality Agency WGEA indicates a 39 1 total remuneration median pay gap in favour of males This calculation is based on total average pay across permanent salaried and wage based employees as well as casual employees and contractors Our performance is influenced significantly by the overall number of men in our workforce and the industries we serve Our 2023 pay equity review determined that how salaried men and women are paid at Ventia compared to market is now equal on a consolidated average basis compared to at 2 0 differential in 2022 Diversity and inclusion Throughout 2023 we reviewed Ventia s policies standards and processes that support our commitment to diversity and inclusion and continued key partnerships to progress our strategy Our approach to social procurement creates sustained opportunities that generate value to support long term growth for a diverse range of suppliers In 2023 we spent 20 5 million with social enterprises in Australia and New Zealand Our approach to developing relationships with Aboriginal and Torres Strait Islander businesses saw us increase the number of Indigenous suppliers we engage with to 184 in 2023 Our spend with Aboriginal and Torres Strait Islander businesses in Australia increased this year to 122 0 million In New Zealand we spent AUD 3 0 million with our Mori and Pasifika business partners We renewed our Article 23 partnership with CareerSeekers in 2023 committing to a minimum of 40 internship placements for refugees and asylum seekers over the next three years Our actions towards reconciliation In October 2023 Ventia proudly reaffirmed our commitment to Aboriginal and Torres Strait Islander people in Australia by launching our Stretch 2023 2026 Reconciliation Action Plan RAP Our RAP sets our targets and actions for the next three years until August 2026 We are committed to providing longterm sustainable employment training and education opportunities for Aboriginal and Torres Strait Islander people and their communities At the end of 2023 we had 505 Aboriginal and Torres Strait Islander employees equating to 3 7 of our Australian workforce We have changed our process for determining participation in our workforce from undertaking a survey in prior years to utilising our enterprise employment data CASE STUDY Partnership to improve workforce capability in young adults Ventia and Youth Enterprises Australia YEA teamed up in 2023 to create opportunities for talented 18 to 25 year olds to work across two nbn projects within Ventia s telecommunications sector YEA is a Melbourne based labour solutions social enterprise part of not for profit organisation Helm Youth Services with a 24 year history of engaging and supporting young Australians YEA improves the lives of disengaged young adults by providing a structured six month program to support early career success Participants learn how to navigate any barriers to employment and how to maximise the opportunities available through YEA s training program and Ventia Eleven young adults have commenced work placements with Ventia conducting document control and data related work which Ventia is performing on behalf of nbn YEA has achieved a 100 retention rate of the young adults they have engaged to date Dedicated account managers and placement coordinators are allocated to drive this outcome and ensure all parties are fully supported whilst YEA is engaged on Ventia projects As they approach the end of the program candidates will have the opportunity to develop more confidence resilience and skills to help them transition into other work either within Ventia or for other organisations AWARDS AND RECOGNITION WINNER Diversity and Inclusion Award Ventia Disability Employment program 2023 Banksia Awards Banksia Foundation FINALIST ASB Emerging Award Ventia New Zealand Rainbow Excellence Awards 2023 Rainbow Tick FINALIST Social Impact Woman Of The Year Amanda Morton 2023 Canberra Women in Business CWB Awards Synergy FINALIST Champion Of Change Award Donny Yap NSW NAWIC Awards National Association of Women in Construction Ventia Annual Report 2023 35
SUSTAINABILITY Governance Pictured Ventia s Operations Centre NSW We take a measured and methodical approach to ensuring sound governance is entrenched in all of our business practices and consistently applied throughout our operations At Ventia our strategy and values guide how we go about our business and keeps us focused on doing what s right and what s important to our stakeholders We have embedded our strategy and values within Ventia s Corporate Governance Framework which provides the basis for our governance approach It enables our people to deliver on our commitments and supports clear responsible decision making for our shareholders people clients partners government regulators and communities Board sustainability governance Ventia s Board Safety and Sustainability Committee met quarterly in 2023 and the Committee Charter was refreshed and approved by the Board in December 2023 to ensure it aligns with market practice and continues to meet stakeholder expectations The Committee received quarterly management reports on health safety environment and sustainability progress and undertook deep dives into topical issues Strategy as well as Safety Health Environment and Quality SHEQ targets and sustainability targets are key considerations of the Committee along with the review and approval of the 2023 Sustainability Report including our climate related disclosures In 2023 the Board approved revised policies including Ventia s Sustainability Policy Environmental Policy Health and Safety Policy Diversity Equity and Inclusion Policy Indigenous Relations Policy Risk Management Policy AWARDS AND RECOGNITION WINNER Infrastructure Utilities and Energy Team of the Year 2023 Ventia Compliance Audit Risk and Legal team Corporate Counsel Awards 2023 Lawyers Weekly WINNER Service Champion Customer Service Team Of The Year Large Ventia Operations Centre VOC Australian Service Excellence Awards Customer Service Institute of Australia CSIA 36 Ventia Annual Report 2023
Code of Conduct Ventia s Code of Conduct clearly sets out the behavioural standards expected from our people suppliers and subcontractors In 2023 97 3 of our fulltime employees completed mandatory annual Code of Conduct training which also forms part of our induction process This year we refreshed our standard procurement terms which require suppliers to comply with Ventia s Code of Conduct To ensure significant suppliers are compliant we set a target and conducted a due diligence survey which included questions on the Code of Conduct to vendors who spend 1million with Ventia Seventy five per cent of suppliers responded to the survey in 2023 Assurance In line with our objective to be trusted for our sustainable business practices limited assurance of Ventia s key environmental and social metrics for our 2023 Sustainability Report has been provided by PwC This year we expanded the metrics within the scope of the assurance to include social procurement in New Zealand and calculation of market based Scope 2 emissions Ventia experienced one cyber incident in 2023 The risk was quickly assessed classified as low and contained to protect our clients people and investors An extensive investigation confirmed no evidence of a notifiable data breach under the Privacy Act Cth 1988 Strong alignment and coordination between our Board and ELT supported a rapid and effective response where we worked cohesively across our business to integrate learnings strengthen our resilience and further safeguard Ventia against future threats We continue to retain a leading cybersecurity provider to enable us to swiftly respond to any serious cyber incidents Operational resilience plans were also reviewed for all Ventia sectors in 2023 to ensure we maintain continuity of the essential services we provide for our clients in the unlikely event of significant outages or other potential crisis scenarios Progress on our targets 97 3 Code of Conduct training completion 97 Compliance with ASX Principles 75 Response rate from Business Partners due diligence survey Building cyber resilience We continued to enhance our cybersecurity approach in 2023 with a focus on cyber safety achieving accreditation to global industry standards and further bolstering Ventia s cyber resilience We completed a comprehensive review and refresh of our Information Management System ISMS this year and achieved accreditation for ISO IEC 27001 2013 Our robust executive governance structure ensures clear accountabilities and provides a forum for cyber decision making and crisis management aligning our security posture with Ventia s business strategy and objectives Ventia Annual Report 2023 37
Market trends Our operating environment continues to be supported by market tailwinds that offer opportunities for Ventia As markets evolve we focus on monitoring their potential impact so we can respond strategically to any opportunities and risks they may present 38 Ventia Annual Report 2023
Our key market trends Population growth Net overseas migration is driving a surge in population growth Heightened population growth over the short to medium term is expected to almost fully account for the below trend growth during the pandemic Population growth is leading to higher urban densities increased congestion and raising the overall burden on existing infrastructure We continue to see strong spending in public and private sector infrastructure impacting the overall size and growth of Australia s infrastructure assets with the past financial year indicating near record high construction activity This is likely to result in increased maintenance spending over the medium to long term and New Zealand have increased their defence spending to enhance their capabilities assets and relationships in the Pacific It is expected defence spending in Australia and New Zealand will continue to grow over the medium term as they seek to enhance national security Technology adoption and automation Technological innovation is reshaping the way we do things In the provision of infrastructure services new technologies are enhancing overall productivity and economic growth in the broader economy leading to increased maintenance Intelligent automation or smart technology also has the potential to drive the next horizon of outsourcing across industries enabling service providers to capture an even larger share of non core functions Sustainability and the energy transition The drive for positive environmental social and governance ESG outcomes is growing Opportunities for businesses to invest and work more sustainably are increasing whilst investors clients and other stakeholders are demanding more transparent ESG measurement and reporting An increased focus on environmental sustainability will continue to drive significant investment in the energy transition including renewable energy generation and the electricity transmission network driving substantial new construction activity It will also impact maintenance and ongoing minor capital works as older technologies are progressively replaced by a combination of wind solar and storage solutions Inflation Australia and New Zealand are facing record cost pressures across most sectors with heightened costs expected to persist in the medium to long term The normalisation of international markets and supply chains will help ease inflation in coming years but price growth is expected to stay positive meaning costs will shift to a higher base compared to pre COVID 19 levels Whilst there has been price volatility across key construction commodities maintenance markets are likely less exposed to the sharp price pressures seen across key construction inputs Direct and indirect inflation impacts on the maintenance and operations sector include labour shortages supply chain disruptions and energy supply uncertainty Geopolitical shift There has been a recent rise of global uncertainty characterised by international tensions COVID 19 and disrupted patterns of global trade In particular Australia Ventia Annual Report 2023 39
SECTOR HIGHLIGHTS Defence and Social Infrastructure Over 8 000 employees support Defence and Social Infrastructure D SI in enabling us to deliver maintenance and support services for clients across defence social infrastructure housing and community local government critical infrastructure and energy solutions Ventia s D SI business delivered stable performance in 2023 securing key contracts with the Australian Department of Defence for the Defence Maintenance contract valued at 393 million over the next five years and a 12 month extension of our Base Services contract with the Department of Defence valued at 550 million We continue to place a strong emphasis on our client focused approach which supported D SI in extending existing contracts with clients such as NSW Public Works City of Sydney and Auckland Council in 2023 D SI has a pipeline of new opportunities ahead with some opportunities aligned to Government funding Sector cross selling is a key enabler of growth and we are well positioned to leverage our capabilities to strengthen and broaden services to new and existing clients in 2024 Our in house expertise in sustainability will see us explore opportunities with clients in health and state government and demand for the energy transition will offer growth opportunities for D SI and the other sectors 6 000 beds across health facilities in Australia and New Zealand supported by our asset management maintenance and other enabling services 2 8m meals served across Defence bases 95 State and Federal Government agencies receive services from Ventia 520 trained officers making Ventia the largest provider of custodial transport services in Australia and New Zealand CASE STUDY Howard Springs Ventia delivered a new accommodation precinct for the Department of Defence Defence in Darwin in 2023 The accommodation precinct was required to support the commencement of the Talisman Sabre military exercise which sees participation from 30 000 military personnel from 13 nations Ventia s history of service excellence with Defence together with our ability to rapidly mobilise resources saw us called on to set up the precinct in just nine days to support commencement of the military exercise Our expert team designed and tailored the existing precinct into a modern fit for purpose community suitable for approximately 1 300 residents The precinct provides multiple sport and recreation facilities a dining hall shuttle buses a recreation area and bar onsite shop and caf with barista coffee Our trusted network of partners was crucial to delivering this project including Indigenous owned business ARA who provided personnel to dress and clean over 500 rooms as well as provide domestic cleaners for the facility This project gave ARA the opportunity to expand its business from its base in Victoria to the Northern Territory 40 Ventia Annual Report 2023
AWARDS AND RECOGNITION WINNER Most Outstanding Indigenous Individual Kezia Smith 2023 Women in Defence Awards Australian Defence Magazine FINALIST People and Culture Award Lizette Bull 2023 Women in Defence Awards Australian Defence Magazine FINALIST Chorus Ambassadorship Award Acacia Cochise 2023 New Zealand Rainbow Excellence Awards 2023 Rainbow Tick TOP 6 5th Top Defence Contractor 2023 Top 40 Defence Contractors Australian Defence Magazine CASE STUDY Defence Maintenance contract Ventia secured a new Defence Maintenance contract with the Australian Defence Force Defence in FY23 valued at approximately 393 million over the next five years This contract offers a refreshed approach through transformed systems and practices delivering superior outcomes for our largest client Maintenance services plays an important role in supporting Defence units prepare for and return from operations and exercises This contract includes the repair and maintenance of some of Australia s newest and most advanced equipment alongside a 24 7 nationwide operation for vehicles and equipment Ventia works closely with Defence as a strategic partner and uses technology innovation and standardisation to provide maintenance and operational support services across a range of equipment and vehicles For example we exploit technology to improve workforce optimisation and transparency Our approach to data driven decision making enables us to move to more predictive and preventative maintenance an approach that is crucial for a modern workshop Our workforce has the technical skills capabilities and track record to support Defence as it responds to new and emerging challenges Key project wins Australian Defence Force Contract renewal Defence Maintenance contract Australian Defence Force Contract extension Defence Base Services contract NSW Public Works Contract extension NSW Whole of Government Cleaning Auckland Council Contract extension Auckland Council Community Facilities contract General Manager Parks and Community Facilities Taryn Crewe says that Auckland Council is looking forward to continuing the relationship with Ventia We ve been pleased to see the focus on continuous improvement from Ventia and the way they seek opportunities to innovate across technology and processes to lower carbon emissions deliver services more efficiently and benefit the local communities Taryn Crewe General Manager Parks and Community Facilities Auckland Council Ventia Annual Report 2023 41
SECTOR HIGHLIGHTS Infrastructure Services Ventia s Infrastructure Services IS business has extensive experience in providing comprehensive multidisciplinary maintenance and improvement solutions for customers across Australia and New Zealand The IS business ensures the ongoing operation and maintenance of utilities water energy networks and renewable assets resources and industrial assets mining oil and gas manufacturing and resources development minerals oil and gas The IS team also provides complex and large scale environmental remediation and rehabilitation services and leverages technologies aimed at enhancing client productivity and sustainability In 2023 our focus on service excellence has resulted in revenue growth across all IS business units with stronger performance seen particularly from our Energy Water and Renewables services and Rig and Wells services 477km of distribution cable reconductored 50 000 LED bulbs replaced in streetlights 1 627 wells serviced across Queensland Barrow Island 38 360m drilled across two energy drill rigs Growth largely came from stronger volumes from existing clients and the commencement of projects awarded in late 2022 and during 2023 Increasing population climate change and the rapidly evolving energy transition continue to drive opportunities for IS in 2024 and beyond The growth in population for example is driving investment in water assets including large treatment facilities and the increasing focus on emissions reduction in the resources industry continues to present opportunities for IS to deliver sustainable outcomes for our clients CASE STUDY Ventia delivers drilling expertise to MinRes Ventia s Rig and Wells team is Australia s largest provider of onshore drilling and well servicing We specialise in rig operations across Australia s oil gas and mining industries Our drilling team first started working with Mineral Resources Limited MinRes in 2021 MinRes is a leading diversified resources company which partnered with Ventia for our drilling services as they seek to continue their growth to meet iron ore and lithium demand As the demand for Australia s minerals increases so too does demand for expertise that deeply understands the drilling environment and ensures drilling operations are as safe and efficient as possible Since initial engagement with Ventia the relationship with MinRes has grown into a true partnership Ventia currently has three rigs in operations across MinRes sites undertaking critical dewatering as well as the drilling of water bores Ventia delivers drilling expertise and technical insights via our Technical Services team as well as innovations through the introduction of Ventia s Rig Suite a fully equipped purpose built mobile office offering improved working conditions for teams working in remote locations The key to Ventia s partnership with MinRes has been the ability to deliver service excellence across MinRes operations to help them solve challenges and deliver efficient outcomes 42 Ventia Annual Report 2023
CASE STUDY Rehabilitation of the Ranger mine Ventia was engaged to assist with the rehabilitation of the Ranger mine which closed in 2021 The Ranger mine initially began producing uranium oxide in 1981 and following its closure Energy Resources Australia ERA is focused on achieving a world class sustainable rehabilitation and closure of the mine s assets To achieve successful rehabilitation the site required enhanced consolidation of over 43 million tonnes of tailings that had been transferred to the former mine pit To achieve this the design required over 41 000 Prefabricated Vertical Drains PVDs or wicks to be installed into the tailings to depths of up to 40 metres Ventia was engaged to design construct and operate a unique barge system to allow the installation of the PVDs from the water s surface In March 2023 Ventia successfully completed the installation of 39 768 PVDs with approximately 1 268 650LM of PVD material installed into the tailings The works required an onsite workforce of over 70 personnel and over 101 000 hours worked on site to successfully deliver the project To find a partner like Ventia with the unique combination of complex environmental remediation experience and also directional drilling capability was enormously beneficial for ERA and our ongoing rehabilitation activities of the Ranger Mine area Bernard Toakley Project Manager Energy Resources Australia Key project wins Energy Australia Contract renewal Maintenance services on the Yallourn Power Station QGC Pty Ltd Contract extension Land Workover Rigs and Associated Services contract Lightsource bp New contract Christchurch Airport Solar Farm Substation NZ AWARDS AND RECOGNITION WINNER STAR Supreme Award Craig Moore Frontline Leadership Award Evan McKenzie Thought Leadership Award Craig Moore Team Safety Award Ventia Omexom Downer Northpower and Transpower Transpower STAR Awards 2023 Transpower FINALIST Water Industry Safety Excellence Award with Yarra Valley Water Tank Inspection and Maintenance program 2023 Australian Water Association Awards Australian Water Association FINALIST Water Industry Safety Excellence Award 2023 with Yarra Valley Water and Jaydo Construction Australian Water Association Awards Australian Water Association Ventia Annual Report 2023 43
SECTOR HIGHLIGHTS Telecommunications Ventia is the largest telecommunications infrastructure services provider in Australia and New Zealand Ventia s Telecommunications business provides end to end service capabilities that span across design supply construction and installation It also involves the commissioning and maintenance of some of the region s largest fibre optic mobile and critical telecommunications networks and infrastructure Our Telecommunications business continued to grow in 2023 largely driven by higher demand in the core telecommunications market which in turn drove higher volumes of work by existing and new clients In response to this demand we leveraged our expert capabilities for clients across Australia and New Zealand in addition to securing new wins in adjacent markets In 2023 our Telecommunications business was awarded a number of key contracts including those with existing clients such as NBN Co Telstra Optus and Victoria s Emergency Services Telecommunications Authority We also secured new clients in the core telecommunications market including Indara Digital Infrastructure and 2degrees in New Zealand and delivered work to new clients in adjacent markets including SKAO Babcock Australasia and Arrow Energy To target future growth opportunities we have defined a clear diversification strategy to explore new opportunities with long term strategic clients extend our offering to a broader range of clients in the core telecommunications market and use our existing capabilities to diversify into adjacent markets such as defence and space aviation and energy solutions 1 telecommunications infrastructure services provider in Australia and New Zealand 56 000km optic fibre designed installed and commissioned 1 5m telco and ICT assets managed across Australia New Zealand 6 6m premises connected to fibre networks 51 000 telco facilities under management 44 Ventia Annual Report 2023 CASE STUDY nbn Fibre Connect program Ventia was awarded two significant nbn contracts in 2023 involving extending nbn s existing Fibre Connect program as well as additional works to complete the next stage of delivery The Fibre Connect program extends Australia s digital backbone further into communities providing an additional 1 5 million premises with access to the highest wholesale speed tiers on the nbn fixed line network The program enables a seamless transition to Fibre to the Premises FTTP technology for eligible premises currently connected via Fibre to the Node FTTN The additional program of work extends the rollout into communities across Queensland New South Wales Victoria Tasmania and Western Australia Ventia s track record of delivering large scale projects our expertise in fibre design and build and strong performance as a long term nbn strategic partner all contributed to these new awards
I m impressed by Ventia s capabilities and track record across large scale telecommunications and defence projects They will play a significant part in the delivery of the EDHFCS program to the Australian Defence Force It was important that we selected a local partner that had the technical know how and proven experience in delivery CASE STUDY Babcock Australasia Ventia s contract with Babcock Australasia supports the delivery of upgrades to the Australian Defence Force s Defence High Frequency Communication System DHFCS The new system under the JP9101 Enhanced Defence High Frequency Communications System program provides Australian and allied armed forces with the ability to securely communicate using voice and data from almost any location across the globe Ventia s scope of work includes ground works installation of new antennas and other contractor furnished equipment along with internal shelter works This strategically important Defence program employs specialised Ventia personnel across Western Australia the Northern Territory Queensland New South Wales and the ACT providing secure robust communications that are both resilient and interoperable Our expert capabilities and proven telecommunications experience support Babcock s strategy and vision Brad Yelland Chief Engineering Technology Officer Babcock Group Key project wins Indara Digital Infrastructure New contract Delivery of turnkey services NBN Co New contract Fibre Connect program Babcock Australasia New contract Ground and shelter works and installation of new antennas and equipment AWARDS AND RECOGNITION FINALIST Contribution to Society Award Ventia ACOMM Awards 2023 The Fitzroy North Community Battery Project Communications Alliance FINALIST 2023 Geospatial Excellence Award Ventia Australian Spatial Analytics partnership Geospatial Council of Australia FINALIST HIGHLY COMMENDED 2023 Private Sector Industry Impact Award Ventia Australian Spatial Analytics partnership Infrastructure Sustainability Council Ventia Annual Report 2023 45
SECTOR HIGHLIGHTS Transport Ventia is the largest tunnel and road maintenance operator in Australia and New Zealand Ventia maintains some of the most critical transport infrastructure assets in Australia and New Zealand such as the Sydney Harbour Tunnel and M2 Motorway the entire Transurban Queensland road network and Transmission Gully in New Zealand We provide a broad range of integrated operations and maintenance services and intelligent transport systems to road motorway tunnel and rail Our Transport business delivers services that includes tunnel and road network maintenance smart motorway technology solutions rail communications minor capital works and incident response and recovery Our Transport business delivered revenue growth of 22 7 in 2023 through a combination of new contract wins mobilisation delivery and existing contract growth In 2023 we secured new projects with existing clients such as Transurban Queensland and Hauraki District Council servicing road bridge and tunnel assets and we delivered minor capital works in Western Australia and New Zealand We also grew our transport technology service function through securing new contracts with the Western Distributor Smart Motorway in Sydney and delivered work on the West Gate Tunnel contract and rail communications on Melbourne Metro 1 private motorway and tunnel maintenance operator in Australia 1 in motorway incident response and recovery in Australia and New Zealand 9 500km of road assets maintained 55 000 traffic lights electronic signs and other ITS devices managed In 2023 we continued to implement our low risk growth strategy which focused on targeting long term maintenance contracts and deepening our relationships with clients by leveraging Ventia s full capabilities and scale In 2024 we will continue to leverage our existing footprint to access adjacent market opportunities such as ports defence and telecommunications CASE STUDY Western Distributor Smart Motorway Alliance Through our Western Distributor Smart Motorway Alliance Ventia has been engaged to complete the Intelligent Transport System ITS component on Sydney s Western Distributor Ventia has recognised expertise across the entire ITS lifecycle from design and construct through to operations and maintenance and decommissioning and upgrades Intelligent Transport Systems are advanced transport technologies such as vehicle detection traffic analysis control and communication technologies Ultimately these systems enable users to be better informed and make safer and smarter use of transport networks A Smart Motorway uses a range of sensors to collect real time information and traffic control systems to improve traffic This information is utilised to update signage to communicate to users how to best travel along the Western Distributor for a safer more efficient and sustainable journey Ventia will install around 15 gantries between Anzac Bridge and Sydney Harbour Bridge and others will be upgraded This includes Integrated Speed Lane Usage electronic signs automatic incident detection technology vehicle detection extensive CCTV coverage and variable message signs along the corridor 46 Ventia Annual Report 2023
CASE STUDY Transurban Queensland In 2023 Ventia successfully secured and mobilised a six year Incident Response and Maintenance IR M contract with Transurban Queensland TQ A world leading operator TQ operates and maintains road bridge and tunnel assets in South East Queensland including AirportlinkM7 Clem7 Legacy Way Inner City Bypass Go Between Bridge and the Gateway and Logan Motorways Ventia has provided services to TQ under various arrangements since 2015 Under the new contract Ventia will expand its service delivery to TQ and provide incident response maintenance and minor capital works to all TQ assets Ventia s strong track record and innovation in incident response are a key part of our competitive offering Ventia is the market leader in incident response and recovery Our incident response crews are highly regarded and have exceptional experience on tunnel and motorway projects across Australia and New Zealand Our team recently designed Australia s first Certificate IV in Traffic Incident Management Services TIMS which has been embedded in the Australian Qualification Framework AQF This provides our clients with nationally recognised training standards as well as generating career pathways for minority groups and ultimately increasing safety on our roads The contract makes Ventia TQ s sole incident response and maintenance provider and ensures a more consistent approach to incident response and maintenance delivery across the network We re committed to providing high quality motorways and infrastructure to keep our customers moving and ensure they get to their destination safely Partnering with Ventia as our sole incident response and maintenance provider will ensure a more consistent approach to incident response and maintenance delivery across the network Sue Johnson Group Executive Transurban Queensland Key project wins Transurban Queensland New contract South East Queensland Whole of Network Incident Response and Maintenance contract Hauraki District Council New contract Hauraki District Road Maintenance contract NZ Connect East Contract extension EastLink Motorway Maintenance and Incident Response contract AWARDS AND RECOGNITION WINNER Sustainability collaboration with Transurban on the M2 Motorway 2023 AMPEAK Awards Asset Management Council WINNER Ventia and Austek Brisbane Airport Maintenance contract Outstanding Project Less than 10m AfPA Queensland Awards Ventia Annual Report 2023 47
ExEexceuctiuvetiLveeadLeerashdieprTsehamip Team Meet the team who Redefine Service Excellence to deliver successful outcomes for our people clients shareholders andMcoememtutnhitieesteeacahmandwevheroy diamy plement our strategy to Redefine Service Excellence so we can deliver successful outcomes for our people clients shareholders and communities each and every day Dean Banks Managing Director and Group CEO Dean commenced as Ventia Group CEO in January 2021 and was appointed Managing Director in June 2022 Dean has spent the last 15 years in C suite roles in FTSE 250 global businesses in the construction manufacturing and services industries DEAN BANKS Managing Director and Group CEO Dean has completed the INSEAD Advanced Management Programme and the Integrated Management DevJeOlDoIpEmBLeAnKtEScheme from WarwicTkIMUnHiAvReWrsOitOyD He is also a Graduate of the Australian Institute of ComGrpouapnyExDeicruetcivtoe rs People Safety Culture Group Executive Infrastructure Services Dean commenced as Ventia Group CEO Jodie joined Ventia in January 2022 Tim was appointed Group Executive in January 2021 and was appointed Managing Director in June 2022 JoaCdsulGitueroreuB p Elxaeckuteive People Safety Infrastructure Services in 2022 Prior to this he was Ventia s Group Executive DrcinooedlneaussnstirthnuraiceFstsTis oSpnEe 2nm5t0athngeuloflaabcsattlu1br5uinysgeinaaernssdsiensseCirn vsiutchieteseGJordoWJrpooihuiletdeahpisrejmmowhEaioiatcnhrxseeiehunetetdhtcilhcaduaVenslseet2en0aninveniyotrdeegiraayml er saiuaP ndnteieeulxiJrptfosaiaeehcprsnitip uelunreican egr Sya2f0e2t2y fVooaifTsarViseCoenleInnGMcdstoitIraCrome CGaumumropuluintnEpiuc2sxa0irent1ieco5cen uus1 pt9Hio9va8nev tTihn iemgPfwojoeormirnokeaepdtdiolen Safety and Culture Dean has completed the INSEAD Witshecmtoros re than 20 years experienceTi mJhoads mieohreathsahne30ldyesaersn eixoprerlieenacde ership roles within the energy utilities AtSaohlcdfsehCvoaeIonanmmtcGeepegrdaafrrandoMtyumeaadDntWieMareagoacrefntwmotahirgceesekn AmtUuPensrnitovrtaegDlrrisaaeimntvyeI mlnHosepet imtaisunetdentpJEComhodamJHaRaopiolefruMselCdlmpomoaaiohteaasyaimaotohnneGencporlreRyssdaaeldefndiRsDurnssyuooeataIiamDnuritlBcdrieeBarcMaueaceotaccosiflhtMttcnosortoeihaaharnlaressnole hssarnaAlg onUuofdefdrsnrmBtoiEmrvouaemmeslnfiraiapsntBninlMaetoyusnIuyn sodesSsf eithannitecaueittssseuhsr iUnHnipsTfagnreniooimursdvsmsveimieethanciUooericMoannslsdtranisiaovsastnietnnayRrerddss rtBeiht otSeeasyefxlcheoeoAmhccfpeueoiuTpnlrmoteilicisinrcvemeheogda nfumMcSlAonsocapliaocnionpeagsnanlttiyageirca ouedeSgnGcmyfStserdiroecosmnainmeneetcdn yetTcouhneraest taenodfathMeaAstuesrtsrainliIanndIunssttriiatul atendof University of New South Wales He is also a Graduate of the Australian Institute of Melanie Evans Company Directors Group Executive Digital Services Melanie joined Ventia in July 2023 as Group Executive Digital Services Prior to joining Ventia Melanie was Partner In Charge Connected Technology Group and Head of Technology Audit Assurance and Risk Consulting at KPMG Melanie spent more than ten years at Telstra in various senior IT business transformation marketing and product roles 16 Ventia Annual Report 2022 Melanie holds a Bachelor of Business Marketing from CQ University and a Masters of Marketing and Certificate in Executive Management and Development from UNSW She is also a graduate of the Australian Institute of Company Directors Stuart Hooper Chief Financial Officer Stuart joined Ventia in 2015 as Group Executive Strategy and Corporate Development In 2018 he was appointed Chief Financial Officer Stuart has spent more than 20 years working in assurance corporate finance and transaction advisory practices in Australia and the United States Stuart holds a Bachelor of Commerce from Monash University and is a member of Chartered Accountants Australia and New Zealand Stuart formally stepped down as CFO on 21 February 2024 48 Ventia Annual Report 2023
Tim Harwood Group Executive Infrastructure Services Tim was appointed Group Executive Infrastructure Services in 2022 Prior to this he was Ventia s Group Executive Telecommunications Having worked for CIMIC Group since 1998 Tim joined Visionstream in 2015 upon the formation of Ventia Tim has more than 30 years experience in senior and executive management positions in the mining construction services and telecommunications sectors Tim holds a Bachelor of Applied Science from University of Technology Sydney and a Master of Applied Science from The University of New South Wales He is also a Member of the Australian Institute of Company Directors David McPadden Group Executive Transport David joined Ventia in 2020 as General Manager Road Transport Operations and in 2022 was appointed Group Executive Transport With more than 20 years in the industry David has significant experience in delivering a diverse range of major transport infrastructure road and rail renewable energy and complex brownfield aviation projects David holds a Bachelor of Engineering Civil Honours from Swinburne University of Technology Derek Osborn Group Executive Defence and Social Infrastructure Derek joined the Ventia Executive Team in 2020 as Group Executive Defence and Social Infrastructure Prior to this Derek held numerous different roles over an 18 year period at Broadspectrum With more than 25 years experience Derek has held senior and executive leadership roles in the mining defence and property sectors and worked in consulting and public and listed company roles Derek holds a Bachelor of Environmental Design and a Masters in Building Science from The University of Western Australia He is also a Graduate of the Australian Institute of Company Directors Mark Ralston Group Executive Telecommunications Mark joined Ventia at its formation in 2015 He had held the Group Executive Strategy and Corporate Affairs role from 2020 prior to his appointment as Group Executive Telecommunications in 2022 Mark is an experienced leader with over 20 years experience across Australia and the United States in the engineering and construction transportation healthcare and technology sectors Mark holds a Bachelor of Applied Science from The University of Sydney and is a Graduate of the Australian Institute of Company Directors Debbie Schroeder Group General Counsel Debbie joined Ventia in 2022 and was promoted to Group General Counsel in January 2023 where she leads Ventia s Legal Audit Risk and Compliance team She is joint Company Secretary of Ventia and its subsidiaries Debbie has over 20 years experience in corporations law contracts employment law and dispute resolution through senior in house legal and risk management roles Debbie holds a Bachelor of Laws and a Bachelor of Education Hons from The University of Sydney and a Graduate Diploma of Applied Corporate Governance from Chartered Secretaries Australia She is also a Graduate of the Australian Institute of Company Directors Ventia Annual Report 2023 49
Operating and Financial Review Contents 1 Operating model and business strategy 51 2 Statutory financial performance 51 3 Pro forma Group financial performance 53 4 Sector financial performance 54 5 Financial position 58 6 Outlook 59 7 Risks and opportunities 60 Pictured Members of Ventia s water team at a waste treatment plant Sydney NSW 50 Ventia Annual Report 2023
Ventia Services Group Limited Ventia or Company and its subsidiaries together referred to as the Group is a leading essential infrastructure services provider in Australia and New Zealand 1 Operating model and business strategy Ventia has extensive capabilities across the full asset lifecycle and provides services across a diverse range of industry sectors through long term contracts with a range of government agencies and blue chip organisations Ventia is structured across four sectors Defence and Social Infrastructure Infrastructure Services Telecommunications and Transport Ventia s strategy is Redefining Service Excellence and is centered on three priorities client focus innovation and commitment to sustainability Ventia has identified three key drivers of increasing its market share Renewing and growing existing contracts Winning new work and Cross selling our expert capabilities 2 Statutory financial performance 2 1 Statutory Group financial highlights Revenue Profit after income tax 2023 m 5 676 4 189 8 2022 m 5 167 5 191 2 Change m 508 9 1 4 Change 9 8 0 7 Basic earnings per share 2023 cents per share 22 19 2022 cents per share 22 37 Change cents per share 0 18 Change 0 8 EBITDA NPATA Operating cash flow before interest and tax Operating cash flow conversion ii Work in hand 2023 m 465 2 202 1 412 9 88 8 18 138 4 Other measures i 2022 m Change m 414 3 50 9 208 0 5 9 348 4 64 5 84 1 n a 17 963 5 174 9 i Other measures are non International Financial Reporting Standards IFRS measures that have been derived from statutory information ii Calculated as Operating cash flow before interest and tax divided by EBITDA EBITDA Earnings before interest tax depreciation and amortisation NPATA Net profit after tax excluding the after tax impact of amortisation of acquired intangible assets Change 12 3 2 8 18 5 4 7pp 1 0 Ventia Annual Report 2023 51
OPERATING AND FINANCIAL REVIEW 2 2 Statutory Group financial performance Revenue Expenses Share of profits of joint ventures Earnings before interest income tax depreciation and amortisation Depreciation expense Amortisation expense Earnings before interest and income tax Net finance costs Profit before income tax Income tax expense Profit after income tax Amortisation of acquired intangible assets after tax NPATA 2023 m 5 676 4 5 214 8 3 6 465 2 106 6 39 1 319 5 49 4 270 1 80 3 189 8 12 3 202 1 2022 m 5 167 5 4 756 7 3 5 414 3 104 1 55 0 255 2 33 9 221 3 30 1 191 2 16 8 208 0 Change m 508 9 458 1 0 1 50 9 2 5 15 9 64 3 15 5 48 8 50 2 1 4 4 5 5 9 Change 9 8 9 6 2 9 12 3 2 4 28 9 25 2 45 7 22 1 166 8 0 7 26 8 2 8 Revenue Ventia reported an increase in revenue of 508 9 million or 9 8 to 5 676 4 million in FY23 The growth across all sectors was a result of increased volume of work on existing contracts and contribution from contracts won in late FY22 and during FY23 Section 4 provides further commentary on sector performance EBITDA EBITDA increased by 50 9 million or 12 3 to 465 2 million in FY23 The increase in EBITDA is primarily due to an increase in revenue with outperformance from the Telecommunication and Transport sectors Section 4 provides further commentary on sector performance Depreciation expense There was no significant change in depreciation expense compared to FY22 Amortisation expense Amortisation expense decreased by 15 9 million or 28 9 to 39 1 million in FY23 This decrease was primarily due to certain software assets being fully amortised as at 31 December 2022 resulting in no corresponding amortisation expense in FY23 In addition the amortisation of customer contracts and relationship decreased by 6 6 million pre tax compared to the prior year as a larger proportion of the asset base became fully amortised Net finance costs Net finance costs increased by 15 5 million or 45 7 The interest rate of the Group s syndicated loan facilities is linked to the Bank Bill Swap Bid Rate BBSY which increased from 0 28 in December 2022 to 4 41 in December 2023 The Group partially hedges its interest risk exposure by entering into interest rate swap arrangements Income tax expense Income tax expense was 80 3 million for FY23 representing an effective tax rate of 29 7 which is slightly lower than the Australian corporate tax rate of 30 primarily due to the impact of the lower tax rate in overseas jurisdictions principally New Zealand The income tax expense in FY22 included the benefit of 35 2 million of previously unrecognised tax losses related to the Broadspectrum business Excluding the recognition of these losses the effective tax rate was 29 5 in FY22 52 Ventia Annual Report 2023
2 3 Statutory cash flow Operating cash flow Net cash generated from operating activities for FY23 was 305 9 million representing an increase of 16 0 million from FY22 The improvement in cashflow was primarily due to a 64 5 million increase in operating cash flow before interest and tax offset by an increase in tax paid of 32 5 million The increase in operating cash flow before interest and tax was primarily due to a 50 9 million increase in EBITDA Investing cash flow Total investing cash outflow of 44 7 million was 5 4 million lower than FY22 FY22 cash outflow included payments of 15 7 million relating primarily to the settlement of deferred consideration in relation to the acquisition of Kordia Solutions Pty Ltd Payments for acquisition of property plant and equipment and intangible assets increased by 12 5 million on the prior period to support investment in organic growth opportunities Financing cash flow Total financing cash outflow of 202 1 million increased by 62 2 million compared to FY22 This was primarily due to an increase in dividends paid of 64 4 million 2 4 Dividends Ventia s dividend policy is to pay out between 60 and 80 of the Ventia Group s NPATA as a dividend NPATA provides a proxy for Ventia s cash flows available to pay dividends before the after tax amortisation of acquired intangible assets It is a key measure of Ventia s financial performance On 6 October 2023 the Company paid an interim dividend of 8 31 cents per share 80 franked On 20 February 2024 the Board resolved to pay a final dividend of 9 41 cents per share 80 franked This brings the total distribution for FY23 to 17 72 cents per share representing a payout ratio of 75 of NPATA Ventia intends to frank future dividends to the maximum extent possible subject to the availability of franking credits 3 Pro forma Group financial performance i In June 2020 Ventia acquired the share capital in Broadspectrum Due to the material nature of the acquisition a pro forma view of Group results was presented in previous financial reports The FY22 pro forma results have been calculated from the statutory measures by adjusting the results for the financial impact of the Broadspectrum acquisition There are no pro forma adjustments in the FY23 results NPATA Broadspectrum transaction and integration costs Amortisation Income tax adjustments Pro forma NPATA Note 1 2 3 2023 m 202 1 202 1 2022 m 208 0 5 5 5 8 39 7 179 6 1 FY22 excludes integration costs relating to Broadspectrum 2 FY22 excludes Ventia accelerated amortisation of brands and software not used post integration of Broadspectrum 3 FY22 reflects the application of a pro forma tax rate of 30 which is the Australian corporate tax rate i Pro forma results are non IFRS measures that are used by management to assess the performance of the business Ventia Annual Report 2023 53
OPERATING AND FINANCIAL REVIEW 4 Sector financial performance 4 1 Defence and Social Infrastructure FY23 Sector EBITDA 160 4m 4 6 on FY22 of total Group revenue Sector revenue m 2 303 0 2 357 7 FY22 FY23 Sector revenue of Group revenue Sector EBITDA Sector EBITDA 2023 m 2 357 7 41 6 160 4 6 8 2022 m 2 303 0 44 6 153 4 6 7 Variance m 54 7 n a 7 0 n a Variance 2 4 3 0pp 4 6 0 1pp Performance Defence and Social Infrastructure reported FY23 revenue of 2 357 7 million which represents a 54 7 million or 2 4 increase on the prior year The revenue growth was lower than expected due to a slowdown in minor capital works for Defence during the Defence Strategic Review examination period Defence and Social Infrastructure continued to deliver a stable performance during the year A strong emphasis on our clientfocused approach led to the renewal and extension of a number of key contracts Contract renewals during the period included the Defence Maintenance contract with the Department of Defence Contract extensions during the year include our Base Services contract with the Department of Defence Mornington Peninsula Shire Council City of Sydney Auckland Council and NSW Whole of Government Cleaning Services FY23 EBITDA was 160 4 million increasing 7 0 million or 4 6 on FY22 with continued refinement of service delivery driving improved margin performance Pictured Members of Ventia s water team at a waste treatment plant Sydney NSW 54 Ventia Annual Report 2023
4 2 Infrastructure Services FY23 Sector EBITDA 115 6m 2 7 on FY22 of total Group revenue Sector revenue m 1 211 3 1 306 1 FY22 FY23 Sector revenue of Group revenue Sector EBITDA Sector EBITDA 2023 m 1 306 1 23 0 115 6 8 9 2022 m 1 211 3 23 4 112 6 9 3 Variance m 94 8 n a 3 0 n a Variance 7 8 0 4pp 2 7 0 4pp Performance Infrastructure Services reported FY23 revenue of 1 306 1 million which represents a 94 8 million or 7 8 increase on the prior year The revenue growth was mainly driven by strong performance in Energy Water and Renewables and Rig and Well Services Renewals across the portfolio include Chevron BHP and Santos in Rig and Well Services Qenos Indorama Ventures and BP in Resources Industrial and Environmental Services and Sydney Water APA Group and Ausnet in Energy Water and Renewables In addition to our renewals new work was won with various clients including Ausnet PowerCor and WEL Networks FY23 EBITDA was 115 6 million increasing 3 0 million or 2 7 on FY22 EBITDA margin decreased from 9 3 in FY22 to 8 9 in FY23 The EBITDA result reflects a shift in the overall work mix towards longer term operation and maintenance contracts from short term capital works Pictured Ventia delivers maintenance and support services at Puckapunyal Military Base VIC Ventia Annual Report 2023 55
OPERATING AND FINANCIAL REVIEW 4 3 Telecommunications FY23 Sector EBITDA 173 1m 22 7 on FY22 of total Group revenue Sector revenue m 1 134 4 1 375 8 FY22 FY23 Sector revenue of Group revenue Sector EBITDA Sector EBITDA 2023 m 1 375 8 24 2 173 1 12 6 2022 m 1 134 4 22 0 141 1 12 4 Variance m 241 4 n a 32 0 n a Variance 21 3 2 2 22 7 0 2pp Performance Telecommunications performed strongly throughout FY23 with revenue of 1 375 8 million representing a 241 4 million or 21 3 increase on the prior year This increase was driven primarily by higher contract volumes with existing customers such as Telstra and NBN Co and the contribution from new contracts such as the SKAO project During the year contract renewals and new work from existing customers of 1 2 billion was secured through our enduring relationships and trusted position to deliver critical telecommunications infrastructure These contracts included NBN Co Telstra Victoria s Emergency Services Telecommunications Authority in Australia and Chorus and Tuatahi First Fibre in New Zealand New work in core telecommunications and adjacent markets was also secured including Indara Digital Infrastructure Babcock Australasia and additional works with SKAO Continued mobilisation of the SKAO project Telstra s Inter capital fibre network build and the upgrade of the Australian Defence high frequency communication network with Babcock Australasia will contribute to future revenue FY23 EBITDA was 173 1 million an increase of 32 0 million or 22 7 on FY22 This was primarily driven by the increase in revenue as noted above and operating model leverage Pictured Ventia delivers telecommunications maintenance services at an exchange Sydney NSW 56 Ventia Annual Report 2023
4 4 Transport FY23 Sector EBITDA 45 1m 16 2 on FY22 of total Group revenue Sector revenue m 518 8 636 8 FY22 FY23 Sector revenue of Group revenue Sector EBITDA Sector EBITDA 2023 m 636 8 11 2 45 1 7 1 2022 m 518 8 10 0 38 8 7 5 Variance m 118 0 n a 6 3 n a Variance 22 7 1 2 16 2 0 4pp Performance Transport performed strongly during FY23 with revenue of 636 8 million representing a 118 0 million or 22 7 increase on the prior year The increase was largely driven by strong performance in the Roads Australia business from growth in existing contracts and new contract mobilisations The Roads New Zealand business also saw an in increase in revenues as they supported the community through storm related events Transport was awarded and commenced a number of key contracts in 2023 which included a 6 year Incident and Response Maintenance contract with Transurban Queensland for maintaining road bridge and tunnel assets in South East Queensland Contracts successfully mobilised from the second half of FY22 were the Western Harbour Sydney Harbour tunnel contract for Transport for NSW and the Auckland Transport West contract for road maintenance services in New Zealand FY23 EBITDA was 45 1 million an increase of 6 3 million or 16 2 on FY22 This was primarily driven by the increase in revenue as noted above Pictured Transmission Gully Wellington NZ where Ventia delivers operations and maintenance and incident response services Ventia Annual Report 2023 57
OPERATING AND FINANCIAL REVIEW 5 Financial position 5 1 Liquidity and capital management As at 31 December 2023 the Group had liquidity of 738 7 million comprising cash balances of 338 7 million and an undrawn revolving cash facility of 400 0 million Ventia maintained its banking facilities comprising a 750 0 million syndicated loan facility and a 400 0 million revolving cash facility The syndicated loan facility is unsecured committed and comprises 3 tranches of 250 0 million each with maturities in 2025 2026 and 2028 respectively In November 2023 the 250 0 million tranche originally maturing on 23 November 2024 was extended to 23 November 2028 The weighted average cash interest rate of the Group s interest bearing liabilities as at 31 December 2023 was 5 8 2022 4 9 per annum Covenants on financing facilities The Group s financing facilities contain undertakings to comply with financial covenants and ensure that Group guarantors of these facilities collectively meet certain minimum threshold amounts of Group EBITDA and Group total tangible assets The main financial covenants which the Group are subject to are net leverage and interest coverage Reporting of financial covenants to financiers occurs semi annually for the rolling 12 month periods to 30 June and 31 December The Group was in compliance with all its financial covenants as at 31 December 2023 Leverage Ratio1 continues to improve as EBITDA grows Interest Cover Ratio2 more than 2x covenant 3 Headroom to covenant 2 2 1 1 8 1 FY20 FY21 1 4 FY22 1 Calculated as Net Debt bank adjusted EBITDA 2 Calculated as bank adjusted EBITDA net finance costs 1 2 FY23 13 11 3 11 9 7 5 3 1 FY20 12 6 12 4 Headroom to covenant FY21 FY22 10 0 FY23 Bank guarantees and insurance bonds The Group has 690 0 million 2022 765 0 million of bank guarantee and insurance bond facilities on a committed and uncommitted basis to support its contracting activities The Group s facilities are provided by a number of banks and insurance companies on an unsecured and revolving basis The Group has utilised 392 5 million 2022 393 0 million of these facilities at 31 December 2023 with 297 5 million 2022 372 0 million unutilised Credit ratings The Group has investment grade credit ratings of Baa2 Outlook Stable from Moody s and BBB Outlook Stable from S P 58 Ventia Annual Report 2023
5 2 Statutory Consolidated Statement of Financial Position Net working capital Net working capital comprises trade and other receivables contract assets and inventories less trade and other payables contract liabilities employee benefit liabilities and provisions The net working capital balance increased by 54 3 million in FY23 Trade and other receivables and contract assets increased by 85 3 million or 10 3 which is consistent with the growth in revenue of 9 8 Contract liabilities increased by 107 8 million which was driven by upfront payments received for contracts commencing in 2023 primarily in the Telecommunication sector Trade and other payables decreased by 31 9 million due primarily to the timing of project work in Defence and Social Infrastructure Total provisions decreased 16 7 or 35 2 million to 176 0 million The decrease is primarily driven by a reduction in the unfavourable contracts provision and onerous contracts provision Unfavourable contracts provision reduced by 14 1 million and onerous contracts provision decreased by 8 6 million representing provisions utilised during FY23 Net debt Net debt comprises borrowings excluding capitalised borrowing costs and lease liabilities less cash and cash equivalents Net debt decreased by 57 7 million to 544 8 million primarily due to the increase in cash held at the end of the year of 58 7 million The increase in cash held at the period end reflects the strong operating cash flows of the Group Total equity Total equity of the Group increased by 49 3 million primarily due to 189 8 million of profit after income tax offset by 139 9 million of dividends paid 6 Outlook The outlook for the Group remains positive with robust demand across all sectors and particular outperformance from the Telecommunication and Transport sectors The Group is stable resilient and diversified and operates in markets with strong fundamentals which are expected to grow The Group continues to secure new contract wins and has a track record in retaining and growing existing contracts The stable outlook is supported by solid work in hand an investment grade balance sheet and a contract renewal rate of 87 For FY24 NPATA growth is expected to be 7 10 as compared to FY23 Ventia Annual Report 2023 59
OPERATING AND FINANCIAL REVIEW 7 Risks and opportunities A robust risk management framework 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 Ventia s clients Ventia is committed to effective risk and opportunity management at all levels of the organisation as an essential element of business governance A risk culture of actively managing risks is integral to how Ventia runs its business and is embedded in our processes and practices A risk culture fosters the collective ability to identify understand escalate and then openly discuss and respond to current and future risks Ventia aims to foster a culture of positive risk behaviours which adapt to a rapidly changing business Ventia believes that a successful risk management framework can create opportunities by effectively identifying assessing and mitigating risks in a way that is aligned with the strategic framework and appetite for risk Ventia defines risk management as the identification assessment and treatment of risks that have the potential to materially impact the operations people reputation the environment and the communities in which Ventia operates as well as the financial prospects of Ventia The risk and opportunity management framework guides how Ventia identifies assesses manages and reports on risks and opportunities across the business while ensuring that Ventia operates within the risk limits established by the Board Risk Appetite Strategic Risk Operational Risk Financial Risk Regulatory Compliance Risk Management Process Identify Independent Review Risk and Controls Assess Control Internal Audit Oversight External Audit Reporting Internal Independent Project Reviews Monitor Test The risk and opportunity management framework is overseen by the Board and the Audit Risk and Compliance Committee ARCC a sub committee of the Board The Board undertakes an annual review of Ventia s risk appetite and governance and compliance arrangements The ARCC meets quarterly and is accountable for ensuring that the risk and opportunity management framework is implemented appropriately The Group CEO and the Executive Leadership Team implement the risk and opportunity processes within their areas of accountability These roles and responsibilities are part of the overall Ventia Corporate Governance Framework which is depicted as follows Ventia s Risk Framework Enhancing business risk oversight through consistent framework and process application Emerging risks A new or unforeseen risk that we haven t yet contemplated Continuous scanning by all levels of management Board Risk smuab ncagoemmmeitnttees Enterprise risk Organisation Escalate Cascade Business risk Sectors business units enabling functions Escalate Cascade Project delivery Contract risk Gate governance processes Project delivery processes Management policies Incident response procedures Work winning processes Internal control environment Delegation of authority Business unit strategy Risk management 60 Ventia Annual Report 2023 Ventia Board ExecutivRIenisLtkeermandaaenlraAsguhedimpiteTnetam All employees Strategic risks Long term external factors industry trends potential to change direction of Ventia s strategy Appetite scorecard 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
7 1 Key risks The diversity of Ventia s operations geographic footprint markets serviced and the services provided results in exposure to a broad range of risks but also generates opportunities which can impact Ventia s business outcomes and financial performance Key risks Health and safety of Ventia s workforce At Ventia safety and health is the 1 brand promise Given the nature of Ventia s operations and our locations our workforce of more than 15 000 employees and 20 000 subcontractors across Australia and New Zealand including in remote locations may be exposed to health and safety risks in the performance of their duties Management approach Group wide Safety and Health Management System comprising safety policies standards processes and management system underpins management of health and safety minimising injury and illness and optimising return to work Mandatory Critical Risk Protocols and their elements of critical controls mandatory safety rules and safe work fundamentals set the essential requirements and behaviours for managing high risk activities that may cause significant injury External and internal audits validate compliance and drive continuous improvement Healthy Minds and Healthy Bodies programs help the workforce to prioritise and enhance their overall physical and psychological wellbeing Ventia s commitment to strong leadership engagement with our workforce saw the introduction of the Elevate Safety Leadership Excellence program to empower leaders with key insights into enhanced actions behaviours and performance needed to deliver sustained safety performance and value Ventia also applies a Fair Play model to promote outstanding performance and reinforce significant leadership accountability for safety outcomes Work winning and retention of work Ventia recognises that our ability to win strategically significant and value creating work will materially impact our earnings and future success Ventia may fail to realise contract extension options renew existing contracts or win new contracts Successful panel tender processes may not guarantee new work Commencement of new contracts may be delayed Some counterparties may have the right to terminate their contract or renegotiate during the contract term Ventia s existing and target clients may choose to change from outsourcing to in sourcing services Ventia s work winning teams identify and secure cross sector cross contract opportunities to bring expanded capabilities to existing clients Project teams are tasked with utilising existing Ventia capabilities for service delivery instead of outsourcing Cross sector selling is included in work winning and project performance reviews to ensure we bring Ventia s full service and capability offering to our clients Best available data is utilised across Ventia to focus on continued growth in existing contracts along with winning new work Building and maintaining strong relationships with customers strategic partners and stakeholders to understand changing and future requirements Deliver service excellence building trust and satisfaction in our performance for long term client relationships Ventia Annual Report 2023 61
OPERATING AND FINANCIAL REVIEW 7 1 Key risks continued Key risks Management approach Cybersecurity data protection risks and third party technology providers Ventia relies on a complex information and communications technology platform to manage the delivery of our operations and services to our clients Cyber threats that seek to attack undermine Ventia data client data and systems may result in information or data loss operational disruption brand and reputational damage financial loss regulatory intervention loss of client trust as well as having the potential to impact the ability to secure future work opportunities Ventia s Information Management Framework VIMF provides the standards for the Group and defines the foundation of Ventia s approach to information security defending against cyber threats protection of client and employee data compliance with regulations and maintaining business continuity The framework includes the requirements for service continuity and disaster recovery planning to enable the recovery of Ventia s critical business services in a timely manner to minimise the effect of disruptions and to maintain resilience Internal and external audits and reviews validate compliance and drive continuous improvement Undertake cybersecurity review of third parties and business continuity planning for service delivery excellence Ventia s cyber awareness program includes yearly training on our cybersecurity policy individual cybersecurity assessments regular email phishing campaigns device registration and protection monitoring and training programs Attracting and retaining capability in critical roles An ability to attract and retain the best people for critical roles demanding specific capabilities underpins performance and growth Alignment of strategy with talent management to differentiate ourselves through service excellence delivered by our people Annual Have Your Say survey gaining direct feedback on how to improve Ventia as a workplace Talent management identification and individual retention strategies aligned with business strategy using Ventia s Talent Canvas tool Dedicated graduate programs and emerging leader programs provide pathways for career development within Ventia Continuing an increased focus on ensuring that the diversity of our workforce matches that of the communities in which Ventia operates Expanding the international pipelines for business critical roles developing through external partnerships Leader Learning Conversation s program to facilitate genuine dialogue between our leaders and our workers and to enable a learning opportunity for leaders and our workers Operational performance and service delivery under client contracts Ventia s purpose is to make infrastructure work for our communities It is imperative to deliver services as per contract and on time while limiting any disputes or losses A contract performance failure may lead to a failure to deliver services on time and within budget resulting in financial loss reputational damage loss of client trust as well as having the potential to impact the ability to secure future work opportunities Claims for abatements damages or indemnities may arise in connection with Ventia s service delivery under client contracts Gated work winning review process to evaluate tender opportunities before a commitment to contract is made considering contract risk liability exposure existing capacity and capability and risk reward return Service delivery performance is monitored through project reviews by sector and CEO CFO to drive early intervention and improvement Active risk and opportunity management at a project level to manage mitigating actions and drive operational performance Real time project reporting system that monitors contract performance and provides a monthly performance scorecard Implementation of Ventia s Project Minimum Operations Controls Standard across all projects driving consistent internal controls regardless of size and complexity Material issues are reported to the Board and ARCC 62 Ventia Annual Report 2023
Key risks Management approach Operational performance and service delivery under client contracts continued Ventia may fail to properly understand client requirements drivers of client demands or cost inputs Subcontractors or suppliers may fail to meet their delivery obligations Impact of climate change on our operations and our people The impacts of climate change will result in more severe weather events Impacts to Ventia may include Changes in risk profile in relation to physical personnel risks particularly in remote locations The impact of increased severe climate events may disrupt Ventia s workforce and increase volume of work in some locations Fixed risk profile long term contracts may not have adequate visibility of potential future climate risks Extreme weather and other impacts of climate change could result in external price shocks and impact supply chains Group commitment with aligned objectives towards creating a positive lasting legacy for people and the planet Dedicated sub committee of the Board to oversee and guide the direction and commitment to sustainable targets and deliverables Commitment to science based targets for emissions reduction and net zero Use scenario planning and analysis and stakeholder engagement to identify and monitor climate related risks and opportunities across various time horizons Safe systems of work applied to manage injury and wellbeing impact to employees This can include review and planning for weather events prior to work Redistribute resources to impacted areas by leveraging Ventia s broad geographical resource spread Labour availability The growing demand for workers coupled with the current constraints on workforce availability is resulting in strong competition for workers occupational shortages across many industries and other challenges for businesses and communities Development of employee value proposition aligned with a culture based on safety well being diversity and inclusion Increase new applicant pipeline through additional campaigns and an increase in social media presence Increase diversity engagement through partnering with CareerSeekers and CareerTrackers Implementation of hiring manager upskilling programs and improved people data dashboards to drive effective and efficient recruitment Building partnerships with key third parties to assist in increasing diversity hires and highly specialised roles Leverage contingent labour enabling flexibility to meet people resource demands and accessing high quality specialized skills Utilising apprenticeship and traineeship programs to build internal pipeline of resources Ventia Annual Report 2023 63
7 2 Key opportunities Key opportunities Management approach Increasing essential services for growing and changing populations in Australia and New Zealand The diversity of Ventia s business creates opportunities to offer a wider range of services across different markets providing more holistic solutions for our clients as they plan for the requirements of future populations and the services needed to support them Creation of state based Steering Committees to drive collaboration internally and externally Within sector and cross sector opportunity sharing Whole of business solutions approach Multi tier business architecture aligning planning and delivery across the Group Acquisitions partnerships and divestments which the Board assesses and approves to ensure capacity and capability to deliver current and future services Pursue enhanced digital technology solutions to enhance service delivery Execution of Redefining Service Excellence Ventia recognises that repeat clients are the ultimate performance indicator and will continue to invest in initiatives to understand further our clients needs and requirements Ventia provides services for a prosperous and resilient society trusted to ensure that everything runs smoothly and that the infrastructure we rely on every day continues to work Ventia values with people at the heart of our success Deliver strategy pillars of client focused innovative and sustainable Continued assessment and where approved implementation of transformational programs Inspire Innovation Hub to champion the transformation of ideas into practice Ventia Operations Centres to manage inbound customer contact and customer management Procurement processes aimed at creating social value through seeking suppliers who operate ethically take environmental considerations into account facilitate opportunities for Indigenous communities in both Australia and New Zealand and enhance social inclusion for minority groups or the disadvantaged Climate transition Ventia can gain advantage by offering both transition and adaptation services in response to climate change Ventia works collaboratively with clients as markets transition towards lower carbon economies and increased social responsibilities Ventia recognises that every decision and action we take is an opportunity to make a positive impact on the people and world around us Sustainability strategy establishes a business wide objective to achieve netzero emissions to assist and support clients in achieving their climate goals Provision of services supporting the energy transition and providing energy resilience solutions Provision of services consistent with a lower carbon world including whole of asset management services and maintenance and capital works in response to the physical impacts of climate change Pursue innovations in materials and technologies in how projects are delivered New market opportunities in remediation and rehabilitation projects e g mine rehabilitation soil remediation carbon capture projects Diversity and Inclusion Ventia recognises that creating a work environment that attracts and retains diverse talent will improve recruitment increase engagement and ultimately produce enhanced performance outcomes in our delivery of Redefining Service Excellence Diversity and Inclusion working party Strategy aligned with the United Nations Sustainable Development Goals Committed to HESTA 40 40 Vision Target of 40 female participation in all levels of the business Reconciliation Action Plan delivering tangible results and driving continuous improvement to support reconciliation and respectful engagement with Aboriginal and Torres Strait Islander people across Australia Dedicated Te Ara O Rehua working party to enhance Maori participation build cultural capability across the New Zealand business and further support Mori owned businesses 64 Ventia Annual Report 2023
Ventia Annual Report 2023 65
Directors Report Pictured A Ventia Environmental Services team member Geelong VIC 66 Ventia Annual Report 2023
This is the report of the Directors of Ventia Services Group Limited Ventia or Company in respect of the Company and the entities it controlled at the end of or during the financial year ended 31 December 2023 together referred to as the Group Directors The following persons held office as Directors of the Company during the financial year ended 31 December 2023 and up to the date of this report unless otherwise stated Mr David Moffatt Chairman Mr Dean Banks Managing Director Mr Kevin Crowe Mr Jeff Forbes Ms Sibylle Krieger Mr Steve Martinez Alternate Director for Kevin Crowe Ms Lynne Saint Ms Anne Urlwin Mr Damon Rees appointed on 1 July 2023 All of the current Directors are non executive directors except for Mr Dean Banks who is the Managing Director and Group Chief Executive Officer Principal activities The Group is one of the largest essential services providers in Australia and New Zealand The Group organises its operations into four sectors as follows Defence and Social Infrastructure provides maintenance and support services to customers operating across Defence Social Infrastructure Education Social Housing Justice and Health Local Government and Critical Infrastructure The Group also provides property and consulting services to public and private customers Infrastructure Services supports the ongoing maintenance of infrastructure including utility infrastructure including Water and Electricity and Gas and Resources and Industrial assets including mine operation facilities oil and gas processing facilities gas wells and industrial facilities The Group also provides complex and large scale environmental remediation services and leverages technologies aimed at enhancing customer productivity Telecommunications provides end to end service capabilities that span design supply minor construction installation commissioning and maintenance of telecommunications networks and infrastructure and Transport provides maintenance project delivery and technology solutions to owners and operators of road motorway tunnel and rail networks Further details of the results of operations and likely developments are set out in the Operating and Financial Review on pages 50 64 Significant changes in the state of affairs There were no significant changes in the nature of activities of the Group during the financial year Ventia Annual Report 2023 67
DIRECTORS REPORT Directors shares As at 31 December 2023 the relevant interest of the current Directors in the shares of the Company were Director D Moffatt K Crowe J Forbes S Krieger L Saint A Urlwin D Banks D Rees Number of Shares 9 962 179 Nil 126 470 105 882 88 235 106 955 9 000 000 Nil The Directors and meetings of Directors The table below sets out the Directors of the Company and their attendance at Board and Committee meetings during the financial year ended 31 December 2023 Director D Moffatt K Crowe J Forbes S Krieger L Saint A Urlwin D Banks D Rees Board Meetings A B 7 7 7 7 7 7 7 7 7 7 7 6 7 7 3 3 Audit Risk Compliance Committee A B 4 4 4 4 4 4 4 4 People and Remuneration Committee A A 5 5 5 5 5 5 5 5 Safety and Sustainability Committee B B 4 4 4 4 4 4 4 4 Work Winning and Tender Committee A B 3 3 3 3 3 3 3 3 Nominations Committee A B 1 1 1 1 1 1 1 1 1 1 A Number of meetings eligible to attend B Number of meetings attended At times Directors also attend meetings of Committees of which they are not a member This is not reflected in the attendance table above Details of Director experience qualifications and other listed company directorships are set out on pages 69 71 Company Secretaries Zoheb Razvi resigned on 16 November 2023 Debbie Schroeder Rebecca Tweedie appointed on 16 November 2023 Details of company secretary experience and qualifications are set out on page 71 68 Ventia Annual Report 2023
Board of Directors Current Non Executive Directors Joined the Board in December 2014 Board Chairman Member of the Nominations Committee Audit Risk Compliance Committee Safety Sustainability Committee and Work Winning and Tender Committee Skills and Experience David has over 30 years experience in executive leadership including as CEO CFO and as a Director for companies in the Telecommunications Financial Services Infrastructure Services and Media Industries He has lived and worked in Australia the United States Europe and Asia David Moffatt Chairman Non Executive Director David is the Chair of a joint venture partnership between Challenger Limited ASX CGF and Apollo NYSE APO David s previous roles include Chairman of Asurion Asia Pacific and CEO of Lebara Group He was Chief Financial Officer and Group MD Finance for Telstra Corporation Limited and Group MD Telstra Consumer serving on the boards of the Telstra affiliated businesses Foxtel CSL Hong Kong and Reach Hong Kong He was also CEO of GE and GE Capital Australia New Zealand David s community and charitable activities include being a founding director of Giant Steps a school for autistic children and a former director for The Australian Centre for Philanthropy and Non Profit Studies Queensland University of Technology QUT Degrees Qualifications David holds a Bachelor Business from QUT and was recently awarded an Honorary Doctorate at QUT Lynne Saint Independent Non Executive Director Joined the Board in October 2021 Independent Non Executive Director Chair of Audit Risk Compliance Committee and Member of Nominations Committee People and Remuneration Committee and Safety and Sustainability Committee Skills and Experience Lynne has broad financial and commercial experience from a global career including more than 20 years with Bechtel Group where she served as Chief Audit Executive and Chief Financial Officer of the Mining and Metals Global Business Unit Her expertise encompasses strong financial skills corporate governance enterprise risk supply chain risk and project management She currently serves as a Non Executive Director of Nufarm Limited ASX NUF and Iluka Resources Limited ASX ILU Degrees Qualifications Lynne holds a Bachelor of Commerce and a post graduate diploma in Education Studies from the University of Queensland She is a Fellow of the Australian Society of Certified Practising Accountants and the Australian Institute of Company Directors Sibylle Krieger Independent Non Executive Director Joined the Board in October 2021 Independent Non Executive Director Chair of People Remuneration Committee and Member of the Nominations Committee Safety and Sustainability Committee and Work Winning and Tender Committee Skills and Experience Sibylle has over 40 years of broad commercial experience as a lawyer economic regulator company director and independent consultant She was a partner in two large commercial law firms for 22 years and has over 15 years experience as a Non Executive Director and Chair across listed and unlisted companies in multiple sectors Her current portfolio includes financial services fintech essential infrastructure services and energy Sibylle is currently a Non Executive Director of Openpay Group Limited ASX OPY AEMO Services Limited and MyState Bank Limited ASX MYS She is also a member of the advisory board of Law Squared a challenger new law firm She has previously served as Chair of Xenith IP Group Limited ASX XIP and as a Director of Sydney Ports Corporation Allconnex Water TasWater Vector Limited NZE VCT the Australian Energy Market Operator Ltd and as a trustee of the Royal Botanic Gardens and Domain Trust and of Sydney Grammar School In addition for six years Sibylle served as a Tribunal member of the principal NSW economic regulatory tribunal Degrees Qualifications Sibylle holds an LLB Hons from the University of Adelaide an LLM from Columbia University New York and an MBA from Melbourne Business School She is a Fellow of the Australian Institute of Company Directors Ventia Annual Report 2023 69
DIRECTORS REPORT Current Non Executive Directors Joined the Board in October 2021 Independent Non Executive Director Chair of the Safety and Sustainability Committee and Member of the Nominations Committee Audit Risk and Compliance Committee and People and Remuneration Committee Anne Urlwin ONZM Independent Non Executive Director Skills and Experience Anne is a New Zealand based professional director with experience in a range of sectors including construction infrastructure property development telecommunications energy regulation airports health and financial services Anne is Chair of Precinct Properties New Zealand Limited NZX PCT and a Non Executive Director of Infratil Limited NZX IFT and Vector Limited NZX VCT She is also a director of City Rail Link Limited Anne s former governance roles include directorships of Summerset Group Holdings Ltd NZX SUM Queenstown Airport Corporation Limited Chorus Limited NZX CNU Meridian Energy Limited NZX MEL and Tilt Renewables Limited She is a former Chair of national commercial construction group Naylor Love Enterprises Limited and the New Zealand Blood Service and of the Audit and Risk Committee of Te Runanga o Ngai Tahu In June 2022 Anne received an Officer of the New Zealand Order of Merit award for services to business Degrees Qualifications Anne holds a BCom from the University of Canterbury and is a Chartered Fellow of the Institute of Directors in New Zealand a member of the Australian Institute of Company Directors a Fellow of Chartered Accountants Australia and New Zealand and associate member of Governance New Zealand the NZ Division of the Chartered Governance Institute Jeff Forbes Lead Independent Non Executive Director Joined the Board in October 2021 Lead Independent Non Executive Director Chair of Nominations Committee and Member of Audit Risk and Compliance Committee and Work Winning and Tender Committee Skills and Experience Jeff is an experienced Finance Executive and Company Director with over 30 years merger and acquisition equity and capital markets and project development experience As an executive Jeff worked at Cardno Limited an engineering and environment consultancy company as CFO Executive Director and Company Secretary before leaving in 2013 to commence Non Executive Director roles He has spent time as a Non Executive Director and member of the remuneration and audit and risk committees of both listed and unlisted companies in a variety of sectors Prior to Cardno Jeff was the CFO Company Secretary and Executive Director at Highlands Pacific Limited a PNG based mining and exploration company He has significant experience in capital raisings and during his career has worked for numerous major companies including Rio Tinto BHP and CSR Jeff is a Non Executive Director of Cardno Limited ASX CDD and PWR Holdings Limited ASX PWH He resigned as Non Executive Director of Intega Group Limited in December 2021 Degrees Qualifications Jeff holds a Bachelor of Commerce from the University of Newcastle and is a Graduate of the Australian Institute of Company Directors Kevin Crowe Non Executive Director Nominee of Apollo Joined the Board in December 2014 Non Executive Director Nominee of Apollo Chair of the Work Winning and Tender Committee and Member of the People and Remuneration Committee Skills and Experience Kevin is a Partner in the Private Equity group of Apollo Global Management a global alternative asset manager He joined Apollo Global Management in 2006 and is based in London having also spent extensive time in Apollo Global Management s New York and Hong Kong offices Kevin is currently a director of Haydock Finance and has previously served on the board of directors of Norwegian Cruise Line Nine Entertainment Company Prestige Cruise Holdings and Quality Distribution Prior to joining Apollo Global Management Kevin was a member of the Financial Sponsors group in the Global Banking department of Deutsche Bank Securities Degrees Qualifications Kevin graduated from Princeton University with a Bachelor of Arts in Economics and a Certificate in Finance Kevin formally resigned from the Ventia Board effective on 21 February 2024 70 Ventia Annual Report 2023
Current Non Executive Directors Joined the Board in July 2023 Independent Non Executive Director Skills and Experience Damon is a Sydney based business leader focused on customer centricity culture digital enablement and innovation with more than twenty years of experience driving transformational change organisational performance and better customer outcomes Damon Rees Independent Non Executive Director He is currently the Managing Principal CEO at Better As Usual a practitioner led professional services organisation committed to customer success and positive social impact Chair of eHealth NSW and co founder of ServiceGen Damon is the former Chief Executive Officer of Service NSW Degrees Qualifications Damon holds a Bachelor of Information Technology from UTS a MBA from the University of Sydney and he was awarded the Sir James Wolfhenson scholarship to study at the Harvard Kennedy School Damon was also awarded a Public Service Medal as part of the 2023 Kings Honours Steve Martinez Alternate Director to Kevin Crowe Joined the Board in December 2014 and resigned in October 2021 Appointed as an Alternate Director to Kevin Crowe in October 2021 Skills and Experience Steve is currently the Head of Asia Pacific Senior Partner Private Equity Apollo Management L P He joined the firm in 2000 and during his tenure has led investments in a variety of sectors including shipping leisure media and general industrial He is a member of Apollo s Senior Management Committee Steve has led investments for Apollo in a variety of sectors including shipping leisure media and general industrial Prior to joining Apollo Steve was a member of the Mergers and Acquisitions Group of Goldman Sachs Co Before that he worked in Asia at Bain Company Whilst a Non Executive Director of Ventia Steve was the Chair of the Audit Risk Compliance Committee Currently Steve is an Alternate Director to Kevin Crowe on the Board for Ventia Steve formally resigned from the Ventia Board effective on 21 February 2024 Company Secretaries Currently there are two Company Secretaties of Ventia Their qualifications and experience are as follows Rebecca Tweedie Group Company Secretary Debbie Schroeder Group General Counsel Joined Ventia in 2023 Rebecca has extensive experience as a Company Secretary and governance professional for both listed and unlisted entities across a wide range of sectors Prior to joining Ventia Rebecca was the Group Company Secretary for Boral She is a Fellow of the Governance Institute of Australia and holds a Bachelor of Commerce Joined Ventia in 2022 Debbie joined Ventia in January 2022 and is currently the Group General Counsel She has extensive experience as a commercial lawyer and governance professional Prior to joining Ventia Debbie was employed as the Head of Legal Company Secretariat and Risk Management at CSR Limited She holds a Bachelor of Laws from the University of Sydney Ventia Annual Report 2023 71
DIRECTORS REPORT Dividends Details of dividends for the current and previous financial year are as follows Final dividend for 2023 to be paid on 5 April 2024 80 franked Interim dividend for 2023 paid on 6 October 2023 80 franked Final dividend for 2022 paid on 6 April 2023 80 franked Interim dividend for 2022 paid on 7 October 2022 80 franked 2023 Cents per share 9 41 8 31 2022 Cents per share 8 28 7 47 Since the end of the year the Directors have resolved to pay a final dividend of 9 41 cents per fully paid ordinary share 80 franked In accordance with AASB 110 Events after the Reporting Period the proposed final dividend is not recognised as a liability at 31 December 2023 Environmental regulation The Group is committed to a safe and sustainable future for our employees customers and communities The Group operates within an integrated Environmental Management System System externally verified to ISO AS NZS14001 requirements The System provides a framework for identifying and managing environmental aspects and impacts and embeds a culture of continual improvement for environmental performance across the business Our System contains a suite of policies and procedures that guide our environmental performance complemented by supporting tools and training to ensure our people are supported to deliver positive environmental outcomes Our System undergoes an internal auditing and review program each year to ensure we continue to meet International Standards requirements and industry best practice As at 31 December 2023 no prosecutions for breaches of environmental legislation had been brought against the Group Directors and officers indemnity insurance The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any current or former Director secretary or other officer of the Company or a wholly owned subsidiary of the Company against i Any liability incurred by the person in that capacity ii Legal costs incurred in defending or otherwise in connection with proceedings whether civil criminal or of an administrative or investigatory nature in which the person becomes involved because of that capacity and iii Legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and discharge of their duties Directors and officers of Ventia Services Group Limited and certain subsidiaries have entered into a Deed of Indemnity Access and Insurance that provides for indemnity against liability as a Director or officer except to the extent of indemnity under an insurance policy or where prohibited by statute The deed also entitles the Director or officer to access company documents and records subject to undertakings as to confidentiality and to receive directors and officers insurance cover paid for by the Company During or since the end of the financial year the Company has paid or agreed to pay a premium in respect of a contract of insurance insuring Directors and officers and any persons who will insure these in the future and employees of the Company and its subsidiaries against certain liabilities incurred in that capacity Disclosure of the total amount of the premiums and the nature of the liabilities in respect of such insurance is prohibited by the contract of insurance Non audit services During the year Deloitte Touche Tohmatsu Australia the Company s auditor has performed certain other services in addition to their statutory duties The Board is satisfied that the provision of those nonaudit services during the year by the auditor is compatible with and did not compromise the auditor independence requirements of the Corporations Act 2001 or as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional Ethical Standards Board as they did not involve reviewing or auditing the auditor s own work acting in a management or decision making capacity for the Company acting as an advocate for the Company or jointly sharing risks or rewards Details of amounts paid or payable to the auditor for nonaudit services provided during the year by the auditor are outlined in Note 6 2 to the Consolidated Financial Statements 72 Ventia Annual Report 2023
Indemnity of auditor Ventia Services Group Limited s auditor is not indemnified under Ventia s constitution or any agreement Auditor s independence declaration A copy of the auditor s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 92 Proceedings on behalf of the Company No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the Corporations Act 2001 Rounding of amounts The Company is a company of the kind referred to in ASIC Corporations Rounding in Financial Directors Reports Instrument 2016 191 dated 24 March 2016 and in accordance with that Instrument amounts in the Directors Report and the Consolidated Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing hundreds of thousands of dollars in accordance with that Instrument unless otherwise indicated Corporate Governance Statement Ventia believes good governance is fundamental to achieving its purpose of making infrastructure work for our communities Ventia s approach to governance is based on its value and strategy They are the guide to ensuring a focus on what is right and what is important to clients and employees The Company s Corporate Governance Statement for the year ended 31 December 2023 may be accessed from the Company s website at www ventia com Matters subsequent to balance date Since the end of the financial year the Directors have resolved to pay a final dividend of 9 41 cents per fully paid ordinary share 80 franked In accordance with AASB 110 Events after the Reporting Period the proposed final dividend is not recognised as a liability as at 31 December 2023 Unless disclosed elsewhere in the Consolidated Financial Statements no other material matter or circumstance has arisen since 31 December 2023 that has significantly affected or may significantly affect the Group s operations in future financial years the results of those operations in future financial years or the Group s state of affairs in future financial years Other information The following information contained in other sections of this Annual Report forms part of this Directors Report Operating and Financial Review details on pages 50 64 inclusive in the Annual Report Remuneration Report from pages 74 91 and Auditor s Independence Declaration on page 92 This Report is made in accordance with a resolution of the Directors of the Company and is dated 20 February 2024 David Moffatt Chairman Ventia Annual Report 2023 73
Remuneration Report Introduction The Board of Directors of Ventia Services Group Limited Company or Ventia present the Remuneration Report Report prepared in accordance with section 300A of the Corporations Act 2001 for the Company and its controlled entities for the year ended 31 December 2023 FY23 Contents 1 Key Management Personnel 77 2 Overview of executive remuneration at Ventia for FY23 78 3 Link between Company performance and remuneration outcomes 79 4 Executive remuneration structure 81 5 Executive service agreements 86 6 Non Executive Director fees 86 7 Remuneration governance 87 8 Additional statutory disclosures 88 Pictured Ventia telecommunications teams on site to strengthen fixed and mobile network in remote areas VIC 74 Ventia Annual Report 2023
Letter from the Chair of People and Remuneration Committee Dear shareholders On behalf of the Directors of Ventia Services Group Limited Ventia or Company I am pleased to present the Remuneration Report Report for Ventia for the year ended 31 December 2023 FY23 FY23 performance By adhering to our purpose of making infrastructure work for our communities and focusing on our strategy of Redefining Service Excellence we have delivered strong performance for FY23 Given safety of our people is Ventia s foremost priority our focus on continuous improvement of our safety performance has delivered improvements in both Ventia s TRIFR and SIFR results Safety is also an overall modifier for Short term Incentive STI and in FY23 there was no basis for the Board to exercise the modifier In FY23 we delivered 5 676 4 million in revenue representing 9 8 growth compared to FY22 This growth trend is reflected in our EBITDA which grew by 10 8 on FY22 and maintained a consistent margin Our NPATA increased by 12 5 and our cash conversion was maintained within our target range at 88 8 albeit marginally below FY22 Finally Ventia s commitment to sustainability and reducing emissions has resulted in our targets for reduction in carbon emission intensity being exceeded FY23 remuneration outcomes The remuneration outcomes for FY23 reflect the intended operation of the Remuneration Framework which is to produce strong shareholder alignment by outcomes consistent with corporate performance In addition at the heart of Ventia s Remuneration Framework is our commitment to ensuring we are market competitive for the attraction retention and motivation of suitably qualified individuals focused on Ventia s strategic priorities This is particularly the case given the challenging talent market conditions Based on Ventia s strong company performance in FY23 the STI was awarded at 111 3 of target 74 2 of maximum for the CEO and CFO As previously noted in our FY22 Remuneration Report 50 of the STI awarded is deferred over two years Ventia s Long term Incentive LTI plan is subject to both a pre grant assessment and post grant performance requirements Based on performance against work in hand pro forma cash conversion ratio and the CAGR of earnings per share the LTI was awarded at 95 7 of target 71 8 of maximum for the CEO and CFO in FY23 No portion of the deferred STI or LTI either from FY22 or FY23 was eligible to vest in FY23 In addition prior to listing an Executive Incentive Plan EIP was in place designed to promote long term shareholder alignment as well as to attract motivate and retain those whose contributions are important to the Company s success through listing and beyond During the year 5 567 448 EIP shares vested under the EIP to Key Management Personnel KMP While no new EIP grants are contemplated the legacy EIP will continue in run off until 1 January 2026 Further details are provided in Section 4 4 of the Report Ventia Annual Report 2023 75
REMUNERATION REPORT FY24 remuneration changes In late 2023 KMP remuneration and Non Executive Director NED fee levels were benchmarked to market to ensure levels of remuneration remain competitive Effective 1 January 2024 whilst no other changes were made to KMP incentive arrangements the CEO s total fixed remuneration TFR was increased by 3 7 from 1 350 000 to 1 400 000 The CEO s remuneration was last increased in January 2022 There are no changes to either the NED fee levels or the aggregate NED fee cap In accordance with our announcement to market Stuart Hooper will step down from the Chief Financial Officer role effective 21 February 2024 To maintain business continuity and to ensure a smooth transition Mr Hooper will step into a Strategic Advisor role until 27 March 2024 Mark Fleming commenced his role with Ventia on 6 February 2024 as CFO Designate and will commence in the CFO role on 22 February 2024 The Board continues to engage value and listen to the feedback of shareholders and review the framework to ensure it aligns with the Company s strategy On behalf of the Board we look forward to welcoming you and receiving your feedback at our 2023 AGM Yours sincerely Sibylle Krieger Chair People and Remuneration Committee 20 February 2024 76 Ventia Annual Report 2023
1 Key Management Personnel This Report outlines the remuneration strategy framework and other conditions of employment for the KMP of Ventia for FY23 For the purpose of this Report KMP are those persons having authority and responsibility for planning directing and controlling the major activities of Ventia directly or indirectly including any Director Details regarding the KMP covered by this Report are outlined below Name Position Non Executive Directors David Moffatt Chairman Non Executive Director Jeff Forbes Lead Independent Non Executive Director Chair of the Nominations Committee Lynne Saint Independent Non Executive Director Chair of the Audit and Risk Committee Sibylle Krieger Independent Non Executive Director Chair of the People and Remuneration Committee Anne Urlwin Independent Non Executive Director Chair of the Safety and Sustainability Committee Kevin Crowe1 Non Executive Director Chair of the Work Winning and Tender Committee Damon Rees2 Independent Non Executive Director Executives Dean Banks Managing Director and Group Chief Executive Officer Stuart Hooper3 Chief Financial Officer Term as KMP Full year Full year Full year Full year Full year Full year Part year Full year Full year 1 Kevin Crowe will cease his role as Director effective on the day on which Ventia lodges it financial results to the ASX and NZX for FY23 2 Appointed 1 July 2023 3 Although KMP for the full financial year Stuart Hooper will cease as Chief Financial Officer effective 21 February 2024 and will stay on as a Strategic Advisor to 27 March 2024 Ventia Annual Report 2023 77
REMUNERATION REPORT 2 Overview of executive remuneration at Ventia for FY23 2 1 Overview of the Remuneration Objectives The Remuneration Framework is underpinned by objectives that guide decisions and design Key objectives are outlined below Provide for strong shareholder alignment Drive appropriate behaviours and support desired culture Be marketcompetitive to attract motivate and retain talent Support delivery of business strategy Be simple and transparent 2 2 Executive Remuneration Framework snapshot The Remuneration Framework for FY23 comprised three elements that each had a different way of driving executive performance The three main elements are outlined below Fixed Remuneration FR Short Term Incentive STI Long Term Incentive LTI Purpose Attract and retain top talent and reward for day to day activities Reward for performance against challenging annual objectives Align the interests of executives to the long term strategy and performance of the Company Delivery mechanism Cash Cash 50 Rights 50 Share appreciation rights SARs Performance measures n a contractual entitlement A mix of safety financial strategic initiatives and sustainability measures Performance affecting grant work in hand pro forma cash conversion ratio and EPS CAGR Performance affecting vesting share price growth and ROE thresholds If not vested annual tranches of SARs are forfeited of fixed n a remuneration CEO CFO Targe t 85 60 Maximum Maximum 150 of target 127 5 90 CEO CFO 100 80 Timeframe before reward is realised Immediate Cash after end of year 1 Rights 50 vesting at end of year 2 and 50 vesting at end of year 3 5 years in total 1 year performance year determining grant of SARs with tranches vesting 2 3 and 4 years from end of FY23 unless forfeited if performance thresholds are not met A further 14 months sales re striction applies after each vesting 78 Ventia Annual Report 2023
The following graphs show the FY23 pay mix at maximum performance for the CEO and CFO The actual pay awarded will be subject to the performance against set targets CEO CFO STI 38 LTI 31 FR 31 STI 33 LTI 30 FR 37 3 Link between Company performance and remuneration outcomes The Board considers the link between remuneration and Company performance to be of critical importance The Board is committed to providing shareholders with transparent information regarding the link between Company performance and executive remuneration outcomes 3 1 2023 performance highlights Total Revenue 5 676 4m 9 8 on FY22 Cash Conversion Ratio 88 8 0 1pp on FY226 Total EBITDA 465 2m 10 8 on FY226 NPATA 202 1m 12 5 on FY226 EBITDA 8 2 0 1pp on FY226 Work in hand 18 1bn 1 0 on FY22 The table below outlines the Company s financial performance for FY19 to FY23 Issue price of IPO shares Closing share price on 31 December Dividends declared per share cents Statutory m Total revenue1 EBITDA2 NPAT3 Pro forma5 m Total revenue EBITDA2 NPATA4 NPAT3 FY23 1 70 3 14 16 59 5 676 4 465 2 189 8 5 676 4 465 2 202 1 189 8 FY22 1 70 2 41 8 94 5 167 5 414 3 191 2 5 167 5 419 8 179 6 162 8 1 From continuing operations 2 Earnings before income tax depreciation and amortisation EBITDA 3 Net profit after taxation NPAT 4 Net profit after taxation excluding amortisation of acquired intangible assets NPATA 5 Pro forma information for FY19 to FY20 is as disclosed in the IPO prospectus 6 Percentage changes are based on FY22 pro froma EBITDA cash conversion ratio and NPATA FY21 1 70 2 00 6 28 4 557 4 312 2 19 5 4 577 4 379 9 146 8 131 3 FY20 n a n a 3 223 9 265 8 28 0 4 591 9 354 5 119 5 106 0 FY19 n a n a 13 43 2 256 2 235 8 62 1 4 803 8 351 5 101 5 82 0 Ventia Annual Report 2023 79
REMUNERATION REPORT 3 3 FY23 remuneration outcomes The management team has contributed significantly to the performance of the Company for FY23 and their remuneration outcomes reflect this contribution 3 3 1 Short term incentive outcomes link to performance In FY23 the overall NPATA threshold was met and no basis for safety environmental or governance modifiers was raised The table below provides a summary of Ventia s performance against the measures set out in the STI scorecard for FY23 and outcomes for executive KMP FY23 STI Scorecard Outcomes Measure Weighting Performance Against Measure Weighted Outcome of Target Comments Safety Group 10 Threshold Target Maximum 10 3 10 3 Ventia s safety performance measured against forwardlooking indicators leader learning conversations and backward looking indicators total recordable injury frequency rate TRIFR was slightly above target Financial Group 80 Threshold Target Maximum 89 8 89 8 Performance assessed against our key financial measures was slightly above target on aggregate albeit performance was slightly below target NPATA and free cash flow Strategic 5 initiative Threshold Target Maximum 4 3 4 3 Performance was below our threshold target with respect to our key strategic initiative measure focused on cross selling Sustainability 5 Threshold Target Maximum 6 9 6 9 Performance exceeded our target with respect to our sustainability measure of carbon emission intensity tonnes revenue m Outcome 111 3 of target 74 2 of maximum achieved through the scorecard Based on the above the table below presents the STI awarded to executive KMP with respect to performance in FY23 Dean Banks CEO Stuart Hooper CFO Target 1 147 500 480 000 Maximum 1 721 250 720 000 Awarded 1 277 168 534 240 of Target Awarded 111 3 111 3 of Maximum Awarded 74 2 74 2 of Maximum Forfeited 25 8 25 8 Further details on the operation of the STI plan are set out in Section 4 2 80 Ventia Annual Report 2023
3 3 2 Long term incentive outcomes link to performance The FY23 performance year determines the value of LTI awards to be granted under the 2023 LTI The table below provides a summary of Ventia s performance against the measures set out in the LTI scorecard for FY23 and subsequent weighted performance outcome of the LTI FY23 LTI Scorecard Outcomes Measure Work in hand1 m FY23 Target 19 200 Pro forma cash 92 5 conversion ratio2 EPS CAGR3 7 5 Weighting Performance Against Measure 33 33 Threshold Target Maximum 33 33 18 8 Threshold Target Maximum 33 33 19 7 Threshold Target Maximum Weighted Outcome of Maximum 18 8 19 7 33 3 Outcome 33 3 95 7 of target 71 8 of maximum achieved through the scorecard Comments Work in hand performance was between threshold and target Pro forma cash conversion ratio performance was between threshold and target EPS CAGR performance exceeded the maximum LTI target 1 Work in hand is defined as comprising i the future revenue from contracted projects with agreed volumes and scope and ii an estimate of future revenue that is likely to be generated from contracted projects where the project scope and volumes are variable 2 Pro forma cash conversion ratio will be measured by pro forma operating cash flow divided by pro forma EBITDA for FY21 FY22 and FY23 combined 3 EPS CAGR will be measured by the growth in EPS from FY21 to FY23 Performance against the LTI scorecard resulted in 71 8 of maximum LTI opportunity for the CEO or 71 8 of fixed remuneration and 71 8 of maximum LTI opportunity for the CFO or 57 4 of fixed remuneration The LTI awards are delivered to our executives in SARs To minimise fluctuations in the number of instruments to be granted yearon year and provide consistency to executives and transparency to shareholders the number of SARs to be granted is determined based on a set market valuation being 35 of Ventia s share price at grant This share price will be calculated based on a 10 day Volume Weighted Average Price VWAP of the share price at the time immediately after the release of Ventia s annual financial statements for FY23 Subsequent to the end of the initial performance period SARs vest in equal tranches over two three and four years subject to threshold 15 ROE performance and additional sale restrictions If the ROE performance threshold is not met in a given year the tranche of SARs for that year is forfeited Given the nature of the SARs value is only delivered to the executives if there is share price growth over the vesting period Further details on the operation of the LTI plan is set out in Section 4 3 4 Executive remuneration structure The FY23 Remuneration Framework was comprised of fixed remuneration STI and LTI The STI and LTI plans were designed to not only reward executives for short term performance but to align the interests of shareholders and executives by continuing to provide an equity interest in the Company In order to ensure the market competitiveness of remuneration arrangements remuneration benchmarking was undertaken against a peer group comprising 20 ASX listed companies These companies were selected as they have a market capitalisation broadly within 50 to 200 of Ventia s revenue not exceeding 15 billion and operate within similar industries being energy engineering and construction industrials transport and construction materials 4 1 Fixed Remuneration As set out in last year s Report based on the benchmarking outcomes prior to listing the CEO and CFO s fixed remuneration levels were adjusted effective 1 January 2022 reflective of Ventia s remuneration positioning policy and the additional responsibilities of these key roles in the listed environment No changes to KMP fixed remuneration levels were made in FY23 Following the receipt of external remuneration benchmarking information however effective 1 January 2024 the CEO s TFR was increased by 3 7 from 1 350 000 to 1 400 000 Ventia Annual Report 2023 81
REMUNERATION REPORT 4 2 Short term Incentive Plan Outlined below is an overview of the operation of the STI plan from FY23 The STI plan has been designed to ensure there is a clear focus on the short term financial and non financial performance of the Company STI illustration Year 0 Year 1 Year 2 Year 3 One year of STI awarded in cash One year 50 Two years 50 deferred into restricted rights Vesting of restricted rights 50 Vesting of restricted rights 50 Term Opportunity Performance measures Performance assessment Deferral Description CEO 85 of fixed remuneration at target CFO 60 of fixed remuneration at target The maximum STI opportunity is 150 of target Subject to meeting an overall NPATA threshold performance is assessed against performance measures as follows Measures Safety Group 10 Financial Group 80 Strategic Initiatives 5 Sustainability 5 TRIFR Leader learning conversations NPATA Free cash flow Revenue secured Cross selling Carbon emission intensity Weighting 5 5 35 25 20 5 5 The Board may modify performance outcomes should there be a fatality and or a material environmental social and governance event during the year including modifying overall STI outcomes to zero in appropriate circumstances The STI payment is determined by performance against the individual objectives i e the outcome of each objective is calculated independently subject to thresholds 50 of the STI outcome in relation to FY23 is deferred provided the overall STI award is at least 100 000 The deferred STI component is awarded as share rights subject to a vesting period of one year 50 of deferred award and two years 50 of deferred award Dividends or dividend equivalents are payable on vested share rights 82 Ventia Annual Report 2023
4 3 Long term Incentive Plan Ventia s LTI plan is strongly aligned with the delivery of the Company s strategy and is designed to promote long term shareholder value creation as 1 Delivery via SARs promotes strong focus on shareholder alignment by only rewarding executives when there has been share price growth between grant and vesting Further dividend equivalent rights will only vest if there has been share price growth over the same period 2 Performance in the year prior to the LTI being granted moderates the actual LTI value to be awarded to executives thereby ensuring that the awards granted are not excessive and are set in the context of the Company s overall performance 3 A threshold level of 15 return on equity performance is required over additional two three and four year periods from the initial grant of SARs prior to any vesting of the SARs This means that overall Company performance under the LTI plan will ultimately be assessed over three four and five year periods which promotes executive long term decision making and is longer than market norms Further additional 14 month sales restrictions apply post vesting of each LTI tranche In any year where the ROE threshold is not met the relevant tranche of SARs is forfeited and 4 A fixed and transparent initial allocation value of 35 of Ventia s VWAP will apply to determine the number of SARs actually granted each year minimising fluctuations that might otherwise occur if a more variable annual Black Scholes allocation value were to apply In setting the allocation value the Board considered a formal fair value approach and the 35 allocation basis was selected Outlined below is an overview of the operation of the LTI plan for FY23 LTI illustration Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Rolling 3 year period Based on performance outcome x LTI opportunity allocation value 35 of face value Vesting of SARs subject to sales restriction Vesting of SARs subject to sale restriction Vesting of SARs subject to sale restriction Ventia Annual Report 2023 83
REMUNERATION REPORT Term Opportunity maximum LTI grant value Vehicle Allocation methodology Performance period Performance measures Vesting period Allocation price Reference share price at vesting exercise Settlement Dividends Sale restriction Description CEO 100 of fixed remuneration CFO 80 of fixed remuneration The initial LTI grant value expressed as a percentage of individual s maximum LTI opportunity is based on an assessment of measures relating to performance affecting the grant see below based on the following Performance achieved Below threshold Threshold Target Maximum Performance achieved LTI grant value of maximum LTI opportunity Zero 50 75 100 LTI grant value assessed on straight line basis between threshold and target and target and maximum SARs which provide a right to be allocated a number of fully paid ordinary shares in Ventia at a future date based on the difference in share price across the applicable vesting periods together with the value of any dividends paid over the vesting period provided there has been share price growth The number of SARs initially granted will be determined based on a set market valuation being 35 of Ventia s VWAP at grant Performance affecting grant Three year rolling average in respect of cash conversion ratio and EPS CAGR work in hand is a single year forward looking measure and is compared to target Performance affecting grant Work in hand 33 33 Pro forma cash conversion ratio 33 33 Earnings per share EPS compound annual growth rate CAGR 33 33 Performance affecting vesting Longer term performance will be assessed against ROE threshold performance measure of 15 i e subject to a minimum level of acceptable performance After the one year performance period affecting initial grant SARs vest in three equal tranches after a further two three and four years subject to threshold ROE performance Including the performance period affecting grant nothing is available to vest until after a minimum of three years Based on a 10 day VWAP of the share price at the time immediately after the release of Ventia s annual financial statements for FY23 Based on a VWAP at the end of the relevant vesting period i e two three or four years following the performance year plus dividends paid over each of the relevant vesting periods Dividends are only considered as part of the reference share price at vesting if there has been share price growth over the relevant vesting period SARs are automatically exercised at the end of performance vesting period resulting in restricted shares Dividend equivalent rights DERs are provided such that additional shares may be allocated but only if there has been a share price growth over the relevant years applicable to each vesting period These additional shares will be allocated based on the value of dividends that would have been payable on vested SARs as if they were shares held from the original grant date dividend value Following the release of Ventia s annual results for the financial year following the relevant vesting period approximately 14 months 84 Ventia Annual Report 2023
4 4 Legacy Ventia Executive Incentive Plan Executive Incentive Plan Ventia has a legacy incentive plan in place the Executive Incentive Plan EIP No grants were made to KMP under the EIP in FY23 and no future grants are contemplated The EIP will continue in run off until 2026 The following table summarises additional information for the EIP legacy arrangements that applied to executive KMP in FY23 Feature Eligibility Opportunity Vehicle Performance measures Description Previously limited to select permanent employees as determined by the Board CEO Tranche 1 3 000 000 EIP shares Tranche 2 3 000 000 EIP shares Tranche 3 3 000 000 EIP shares CFO 250 000 Co invest EIP shares which vested in previous years Tranche 1 974 705 EIP shares Tranche 2 542 829 EIP shares Tranche 3 542 829 EIP shares EIP shares which converted to ordinary shares on completion of the IPO Time based vesting for a portion of the EIP shares 30 day VWAP of the listed share price for a portion of the EIP shares Vesting conditions Vesting period Tranche 1 Time based vesting Tranche 2 Time based vesting Tranche 3 Vests after the expiry of the escrow period on 24 February 2023 and the following conditions are met 50 of EIP shares vest upon completion of any 30 day period after the escrow period has expired where the VWAP exceeds 1 94 50 of EIP shares vest upon completion of any 30 day period after the escrow period has expired where the VWAP exceeds 2 94 Tranche 1 Time based vesting Tranche 2 Time based vesting Tranches 3 Vests after the expiry of the escrow period on 24 February 2023 and the following conditions are met 50 of EIP shares vest upon completion of any 30 day period after the Escrow period has expired where the VWAP exceeds 1 94 50 of EIP shares vest upon completion of any 30 day period after the escrow period has expired where the VWAP exceeds 2 94 Tranche 1 66 6 vested as at 31 December Tranche 1 100 vested as at 31 December 2023 2023 The remaining shares vested on 1 January Tranche 2 100 vested as at 31 December 2023 2024 Tranche 3 50 vested on 13 April 2023 Tranche 2 40 vested as at 31 December 2023 30 day VWAP exceeded 1 94 and 50 vested The remaining shares will vest annually over two years through to 1 January 2026 on 25 July 2023 30 day VWAP exceeded 2 94 Tranche 3 50 vested on 13 April 2023 30 day VWAP exceeded 1 94 and 50 vested on 25 July 2023 30 day VWAP exceeded 2 94 During FY23 the hurdles relating to 1 000 000 Tranche 1 600 000 Tranche 2 and 3 000 000 Tranche 3 of Mr Banks total EIP shares were met During FY23 the hurdles relating to 243 676 Tranche 1 180 943 Tranche 2 and 542 829 Tranche 3 of Mr Hooper s total EIP shares were met There was no other vesting of the EIP for KMP Ventia Annual Report 2023 85
REMUNERATION REPORT 5 Executive service agreements The following table outlines the summary terms of employment for the CEO and CFO Position CEO CFO Term of Agreement Open Open Notice Period by Executive 9 months 6 months Notice Period by Company 9 months 6 months Maximum Termination Benefits 12 months fixed remuneration 12 months fixed remuneration 6 Non Executive Director fees NEDs receive a base fee for their contribution to the Board and an additional fee for participation in Board Committees NEDs do not participate in any incentive plans or receive any retirement benefits other than statutory superannuation contributions NED fees are reviewed annually by the People and Remuneration Committee having regard to companies operating in similar industries to Ventia and are externally benchmarked every two years The following table sets out NED fees for FY23 exclusive of superannuation NED fees for FY24 will remain unchanged Committee Board Audit Risk and Compliance Committee Nominations Committee People and Remuneration Committee Safety and Sustainability Committee Work Winning and Tender Committee Chair 350 000 35 000 No fee 25 000 25 000 25 000 Member 180 000 15 000 No fee 15 000 15 000 15 000 Nominee directors do not receive Board membership or Committee fees Total fees paid to NEDs in FY23 remained within the aggregate annual fee pool of 2 000 000 which has remained unchanged since listing NEDs may elect to sacrifice part or all of their base fee to acquire share rights to assist with meeting their minimum shareholding requirements see Section 7 2 Any such share rights will be issued consistent with the terms which apply under the Executive remuneration framework and each share right will automatically convert into a share at the end of a specified period as determined by the Board at the time of issue The number of share rights to be issued will be calculated by dividing the amount of base fee that the NED wishes to sacrifice by the VWAP of ordinary shares for the 5 days prior to the grant date of share rights 86 Ventia Annual Report 2023
7 Remuneration governance 7 1 Roles and responsibilities The Board oversees the management of Ventia s business and interacts with different bodies to ensure the appropriate governance of the Company Accordingly the Board has created a framework for managing the Company including adopting relevant internal controls risk management processes and corporate governance policies and practices which it believes are appropriate for the Company s business and which are designed to promote the responsible management and conduct of the Company Below is an overview of the governance framework Board The Board is responsible for the overall operation and stewardship of the Company and provides input to and approval of the Company s strategic direction and budgets as developed by management The responsibilities of the Board in regards to remuneration governance include appointing and evaluating from time to time the performance of determining the remuneration of and planning succession of the CEO and senior Executive team People and Remuneration Committee The objective of the Committee is to assist the Board in the effective discharge of its responsibilities as they relate to people and remuneration matters other than matters within the remit of the Safety and Sustainability Committee The Committee s responsibilities include reviewing the progress of the Company s people and culture strategy reviewing policies in respect of diversity including an annual review of the effectiveness of Ventia s Diversity and Inclusion Policy talent and succession planning remuneration matters and performance reviews among others Management The role of management is to support the Board with making remuneration related decisions Management provides the Board with the relevant information and analysis required to support decision making this includes for remuneration related considerations External consultants The People and Remuneration Committee as well as management may seek external support for remuneration related activities Remuneration consultants support the Board in making remuneration decisions that are in the best interests of Ventia and its shareholders 7 2 Minimum shareholding requirements Minimum shareholding requirements MSRs are put in place to help ensure there is alignment between the interests of the Directors other KMP and shareholders MSRs for FY23 for NEDs and executives are outlined below Position NED CEO CFO Minimum Shareholding Requirements 100 of base fees 200 of fixed remuneration 100 of fixed remuneration Timing to Meet Requirements 3 years1 Immediately2 Immediately2 1 The Board retains discretion as to the approach taken where NEDs do not meet the MSR within the required period 2 Given significant shareholdings obtained through the conversion of EIP shares to Ventia Services Group Limited ordinary shares at the time of the IPO MSRs for Mr Banks and Mr Hooper are effective immediately For future appointments the timing to meet MSRs for both the CEO and CFO is five years 7 3 Use of Remuneration Consultants During FY23 Ventia engaged with external consultants but did not receive any remuneration recommendations as defined in section 9B of the Corporations Act 2001 Ventia Annual Report 2023 87
REMUNERATION REPORT 7 4 Other provisions Term Hedging provisions Clawback Change of control Cessation of employment Description Executives are prohibited from hedging their exposure to vested or unvested Ventia equity The Board may make a determination in its absolute discretion on how a participant s incentive award Award will be treated such as deciding that the Award has lapsed or has been forfeited where without limitation in the opinion of the Board A participant has acted fraudulently dishonestly or engaged in serious misconduct A participant has breached his or her duties responsibilities or obligations to any Group company or There occurs any other circumstance which the Board has determined in good faith provides grounds for the Board to exercise its discretion for the treatment of a participant s Awards Where there is a change of control event Ventia may determine subject to the ASX Listing Rules with respect to each Award that Awards to the extent not fully vested will become vested and exercisable in full or in part Options if any may be exercised within a specific period only or otherwise they will lapse and The Company on behalf of the participant will direct any trustee to transfer trust shares into the participant s name The treatment of Awards on ceasing employment will depend on the circumstances of cessation Unvested Awards Good leaver Unless the Board determines otherwise Awards will remain on foot subject to achievement of performance related vesting conditions Bad leaver all Awards will lapse Vested Awards Participants will continue to hold shares that have been awarded 8 Additional statutory disclosures 8 1 Statutory remuneration outcomes for KMP 8 1 1 FY23 statutory executive remuneration The table below provides the statutory remuneration disclosures for executive KMP in FY23 and FY22 Amounts are prepared in accordance with Australian Accounting Standards Executive KMP Dean Banks Stuart Hooper1 Total Salary and Fees Year FY23 1 323 654 FY22 1 325 570 FY23 773 654 FY22 775 570 FY23 2 097 308 FY22 2 101 140 Short Term Benefits Awarded Cash STI Other Non Cash monetary Bonus enefits 638 584 28 505 924 311 16 263 267 120 652 386 640 4 290 905 704 29 157 1 310 951 20 553 Post Employment Benefits Long Term Benefits Annual Super Leave annuation Equity Awards Long Service Leave Total 23 578 26 346 1 249 934 2 942 3 293 543 72 544 24 430 1 886 073 4 466 4 253 657 64 419 26 346 269 821 33 508 1 306 682 25 920 24 430 219 480 31 872 1 416 362 40 841 52 692 1 519 755 36 450 4 600 225 46 624 48 860 2 105 553 36 338 5 670 019 At Risk 57 3 66 1 41 1 42 8 52 7 60 3 1 Although KMP for the full financial year Stuart Hooper will cease as Chief Financial Officer effective 21 February 2024 and will stay on as a Strategic Advisor to 27 March 2024 His awards will remain on foot subject to achievement of time and performance related vesting condition given he is deemed a good leaver refer to provisions in Section 7 4 88 Ventia Annual Report 2023
8 1 2 Remuneration paid to Non Executive Directors The table below outlines the remuneration paid to NEDs in FY23 and FY22 David Moffatt Jeff Forbes Lynne Saint Sibylle Krieger Anne Urlwin Kevin Crowe1 4 Damon Rees3 Robert Cotterill1 2 Ignacio Segura Surinach1 2 Total Year FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 FY22 FY23 FY22 Short Term Benefits PostEmployment Benefits Director Fees NonMonetary Benefits Superannuation 393 276 394 138 26 346 24 430 243 276 244 138 26 346 24 430 243 276 244 138 26 346 24 430 233 937 234 468 25 148 24 032 233 937 234 468 25 148 24 032 90 000 9 900 1 437 702 1 351 350 139 234 121 354 Total 419 622 418 568 269 622 268 568 269 622 268 568 259 085 258 500 259 085 258 500 99 900 1 576 936 1 472 704 1 Nominee directors of the two major shareholders do not receive Board membership or Committee fees 2 On 31 March 2022 Robert Cotterill and Ignacio Segura Surinach resigned from their positions as NEDs 3 Damon Rees commenced his directorship on 1 July 2023 4 Kevin Crowe will cease his role as director effective on the day on which Ventia lodges it financial results to the ASX and NZX for FY23 Ventia Annual Report 2023 89
REMUNERATION REPORT 8 2 Equity instruments KMP ordinary shareholding 8 2 1 Holding of ordinary shares and other equity instrument in Ventia The table below outlines holding of ordinary shares and other equity instruments of KMP in FY23 and FY22 FY23 Name Non Executive Directors David Moffatt Jeff Forbes Lynne Saint Sibylle Krieger Anne Urlwin Kevin Crowe Damon Rees Executives Dean Banks Stuart Hooper Total Type of Instruments Ordinary shares1 2 Ordinary shares2 Ordinary shares2 Ordinary shares Ordinary shares Ordinary shares Ordinary shares8 Ordinary shares2 4 FY22 LTI SARs6 FY22 STI Share rights7 Ordinary shares2 5 FY22 LTI SARs6 FY22 STI share rights7 Ordinary shares FY22 LTI SARs FY22 STI Share rights Balance at Start of Year Acquired Grant on Market during Year Balance at End of Year 9 962 179 9 962 179 126 470 126 470 88 235 88 235 105 882 105 882 106 955 106 955 9 000 000 2 310 363 21 700 084 9 000 000 1 325 675 1 325 675 138 785 138 785 2 310 363 628 468 628 468 58 054 58 054 21 700 084 1 954 143 1 954 143 196 839 196 839 FY22 Name Non Executive Directors David Moffatt Jeff Forbes Lynne Saint Sibylle Krieger Anne Urlwin Kevin Crowe Robert Cotterill Ignacio Segura Surinach Executives Dean Banks Stuart Hooper Total Type of Instruments Ordinary shares1 2 Ordinary shares2 Ordinary shares2 Ordinary shares Ordinary shares Ordinary shares Ordinary shares3 Ordinary shares3 Ordinary shares2 4 Ordinary shares2 5 Ordinary shares Balance at Start of Year Acquired Grant on Market during Year Balance at End of Year 9 962 179 126 470 88 235 105 882 106 955 58 823 9 962 179 126 470 88 235 105 882 106 955 58 823 9 000 000 2 310 363 21 758 907 9 000 000 2 310 363 58 823 21 700 084 1 Mr Moffatt s fully vested EIP shares were converted to ordinary shares on completion of the IPO and were in escrow until February 2023 free from further vesting conditions 2 Includes shares held indirectly through a nominee or agent e g family trust 3 On 31 March 2022 Robert Cotterill and Ignacio Segura Surinach resigned from their positions as NEDs In FY22 the balance represents shareholding at the date of resignation 4 Mr Banks EIP shares were converted to ordinary shares on completion of the IPO As at 31 December 2023 2 800 000 shares remain subject to vesting conditions 1 600 000 shares vested on 1 January 2024 600 000 shares will vest on 1 January 2025 and 600 000 share will vest on 1 January 2026 5 Mr Hooper s EIP shares were converted to ordinary shares on completion of the IPO At 31 December 2023 the EIP shares all vested 6 The SARs were granted on 12 April 2023 in accordance with the FY22 LTI plan They will vest in equal tranches on 31 December 2024 31 December 2025 and 31 December 2026 The fair value at the date of grant per unit of each tranche are 0 47 0 55 and 0 59 resepctively The allocation price is 2 22 per unit for all tranches 7 The share rights were granted on 12 April 2023 in accordance with the FY22 STI plan The deferral period for 50 of share rights ended on 31 December 2023 and vesting will occur subject to Board approval following the release of 2023 financial results The deferral period for the remaining 50 will end on 31 December 2024 The fair value at the date of grant of the share rights is 2 79 per unit 8 Damon Rees commenced his directorship on 1 July 2023 Therefore the opening balance represents balance as at 1 July 2023 90 Ventia Annual Report 2023
8 3 Other transactions At 31 December 2022 the Company s two largest shareholders were AIF VIII Singapore Pte Limited Apollo a company domiciled in Singapore and CIMIC Group Investments No 3 Pty Limited CIMIC a company domiciled in Australia The ultimate parent entities of the respective entities above were Apollo Global Management LLC a company incorporated in the United States of America and listed on the New York Stock Exchange and Actividades de Construcci n y Servicios SA a company incorporated in Spain and listed on the Bolsa de Madrid Stock Exchange Apollo and CIMIC reduced their shareholdings in the Company in 2023 through multiple sale transactions and each hold no issued share capital in the Company as at 31 December 2023 As a result of the reduction of their shareholdings they were no longer identified as a related party to the Group The Group had no material transaction with Apollo and CIMIC from 1 January 2023 up to the date they ceased to be related parties Mr Cotterill and Mr Segura Surinach were nominee directors of CIMIC Group Limited Mr Crowe is a nominee director of AIF VII Singapore Pte Limited There were no other transactions entered into with KMP and their related parties during FY23 Ventia Annual Report 2023 91
AUDITOR S INDEPENDENCE DECLARATION Deloitte Touche Tohmatsu ABN 74 490 121 060 Quay Quarter Tower D50elBoritidtegeToSutrceheet Tohmatsu AQ5SASATwyye0BuuwddlssNa Bwnntty rrree7 iaa6Qddyy4ll1ii eguaa4NNel2ao9DAQ5SSSrSi90ytt0BWWetute3dr1NleaBr2eon 2 yre2cTi22e7t1iotQodty0047em0w g00u046NeT00a0e 9a0oSrrS00utWuter1cre h2eT2e1to0T0w0o60eh0rmatsu Tel 61 2A9u3s2tr2a7li0a00 www deloTitetle c6o1m2 a9u322 7000 www deloitte com au 20 February 2024 20 February 2024 The Board of Directors Ventia S2e0rvFiecebsruGarroyu2p0L2i4mited TLehveeBl o8a r8d0oPfaDciifrieccHtoigrhsway VNeonrtthiaSSyTedhrneveiBcyeo saNrGSdrWoouf2pD0iL6rie0mcittoerds Level 8 V8e0nPtiaacSifeicrvHicigehswGaryoup Limited NDeoartrhBSoyLaedrvndeeMly8 e Nm8S0bWePra2sc0i6fi0c Highway North Sydney NSW 2060 Dear Board MemberAs uditor s Independence Declaration to Ventia Services Group Limited In accorDdeaanrceBowaitrhd sMAeecutmdioibtnoe3rr s0s7ICndoefptheendCeonrpceorDaeticolanrsaAticotn2t0o01V eInatmia pSleeravsiecedstGo rporuopvidLiemtihteedfollowing declaration of independence to the Directors of Ventia Services Group Limited Auditor s Independence Declaration to Ventia Services Group Limited In accordance with section 307C of the Corporations Act 2001 I am pleased to provide the following declaration oADfseiclneedamedbpIaneeurnadd2cite0cno2pcr3ade ratItnnodecetrechflweoarriDtethihrtesheecaatctuottidroosinttoho3fef0Vt7behCenestotfiafinotSafhenmercvCyiiaocklernrpseooGpwroraloerttuidoopgnfeLsViaAmencnidtttei2bad0e S0lie1er fv IitcahemesrGpelrehoaausvpeedLbitmeoeiptnerndoovfiodcroetnththereayvfeoeanllroteiwonnidnsegoddf 3e1claration of independence to the Directors of Ventia Services Group Limited As lead audit partner for the audit of the financial report of Ventia Services Group Limited for the year ended 31 D ecTehmebAaeusrdl2eit0ao2dr3ai nuIdddeietpcpelaanrrdetentnehcraeftortreoqthtuheireaebumedesitnt otosffotmhf eythkfeinnoCawonrclpeiaodlrgraeetpiaoonnrdst boAefclVtiee2fn0 t0tih1aeiSrneerrhveialcaveteisobGnerteoonutpnhoLeimcaouintdetidtr afavoenrndtthioenyseoafr ended 31 AThney Daaupedcpeiltimcoarbbienlerd2ceo0pd2ee3n doIefdnpecrceolafrereesqstuiohirnaeatmltoceontnhtsdeuobcfettshitneorCfeomlartpyiooknrnaottowiotlnehsdeAgaecutad2nit0d 0b1eilnierfe ltahteiorne have been no contraventions to the audit and of YouArsnfyaaitphpfTulihclleaybaluedcitoodreinodf epproefnedsesniocnearlecqounidreumcteinntrseolafttihoen Corporations to the audit Act 2001 in relation to the audit and Any applicable code of professional conduct in relation to the audit Yours faithfully DELOITTYEouTOrsUfaCiHthEfuTOllyHMATSU DELOITTE TOUCHE TOHMATSU DELOITTE TOUCHE TOHMATSU H Fortescue Partner HChFaorrtteersecduAeccountants PartnerH Fortescue CharterePdarAtncceor untants Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation Member of Deloitte Asia Pacific Limited and the Deloitte organisation Liability limited by a scheme approved under Professional Standards Legislation 92 VentiMaeAmnbneuraolLfiRaDebpeilloiotryitlti2em0Ai2ts3eiad PbaycaifiscchLiemmiteedapapnrdovtheed DunedloeirttPeroorfgeassniiosnatailoSnt andards Legislation Member of Deloitte Asia Pacific Limited and the Deloitte organisation
Financial Report for the year ended 31 December 2023 Pictured Ventia delivers custodial services and in court management SA Ventia Annual Report 2023 93
FINANCIAL REPORT Contents Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors Declaration Independent Auditor s Report Notes to the Consolidated Financial Statements 99 1 Basis of preparation 99 95 1 1 Basis of preparation 99 96 1 2 Material accounting policies 99 97 1 3 Key estimates and judgements 100 98 2 Group performance 101 99 2 1 Revenue 101 139 2 2 Expenses 104 140 2 3 Segment disclosures 104 2 4 Net finance costs 106 2 5 Employee benefit expense 107 3 Assets and liabilities 107 3 1 Trade and other receivables and contract assets 107 3 2 Leases 108 3 3 Property plant and equipment 110 3 4 Intangible assets 111 3 5 Goodwill 112 3 6 Impairment of non financial assets 112 3 7 Income tax 113 3 8 Trade and other payables and contract liabilities 115 3 9 Employee benefit liabilities 116 3 10 Provisions 116 4 Capital structure financing and risk management 118 4 1 Earnings per share 118 4 2 Dividends 118 4 3 Share capital 119 4 4 Reserves 119 4 5 Cash and cash equivalents 123 4 6 Borrowings 124 4 7 Financial risk management 125 4 8 Commitments for capital expenditure 129 4 9 Receivable finance arrangements 129 5 Group structure 130 5 1 Business combinations 130 5 2 Equity accounted investments 130 5 3 Joint operations 131 5 4 Subsidiaries 132 5 5 Parent entity information 135 5 6 Related parties 136 6 Other 137 6 1 Contingent liabilities 137 6 2 Auditors remuneration 138 6 3 Events after the reporting period 138 94 Ventia Annual Report 2023
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 31 December 2023 Revenue Expenses Share of profits of joint ventures Earnings before interest income tax depreciation and amortisation Depreciation expense Amortisation expense Earnings before interest and income tax Net finance costs Profit before income tax Income tax expense Profit after income tax Earnings per share cents Basic earnings per share Diluted earnings per share Other comprehensive income Items that may be reclassified to profit or loss Foreign exchange translation differences Cash flow hedges Losses Gains arising on change in the fair value of hedging instruments Cumulative gains reclassified to profit or loss Income tax effect of items above Total cash flow hedges Other comprehensive loss income Total comprehensive income Note 2 1 2 2 5 2 3 2 3 3 3 4 2 4 3 7 4 1 4 1 2023 m 5 676 4 5 214 8 3 6 465 2 106 6 39 1 319 5 49 4 270 1 80 3 189 8 22 19 22 01 2022 m 5 167 5 4 756 7 3 5 414 3 104 1 55 0 255 2 33 9 221 3 30 1 191 2 22 37 22 26 4 4 0 5 0 4 4 4 2 0 13 0 4 4 4 5 3 4 4 4 2 0 2 9 4 5 6 7 5 0 7 1 184 8 198 3 The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying Notes to the Consolidated Financial Statements Ventia Annual Report 2023 95
FINANCIAL REPORT Consolidated Statement of Financial Position as at 31 December 2023 Current assets Cash and cash equivalents Trade and other receivables Contract assets Inventories Current tax assets Derivative assets Total current assets Non current assets Trade and other receivables Equity accounted investments Derivative assets Deferred tax assets Right of use assets Property plant and equipment Intangible assets Goodwill Total non current assets Total assets Current liabilities Trade and other payables Contract liabilities Derivative liabilities Employee benefit liabilities Provisions Lease liabilities Current tax liabilities Total current liabilities Non current liabilities Contract liabilities Employee benefit liabilities Provisions Derivative liabilities Lease liabilities Borrowings Total non current liabilities Total liabilities Net assets Equity Share capital Reserves Retained earnings Total equity 31 December 31 December 2023 2022 Note m m 4 5 338 7 280 0 3 1 371 6 287 9 3 1 529 7 532 1 46 8 42 7 3 7 11 1 4 7 5 5 4 5 1 303 4 1 147 2 3 1 15 0 11 0 5 2 8 4 5 8 4 7 5 2 3 7 192 2 235 4 3 2 124 4 124 5 3 3 142 3 156 9 3 4 52 8 77 6 3 5 1 095 1 1 095 4 1 630 2 1 711 8 2 933 6 2 859 0 3 8 658 8 690 7 3 8 347 0 283 9 4 7 0 3 3 9 155 0 157 6 3 10 30 3 54 0 3 2 46 2 45 9 3 7 1 9 16 0 1 239 2 1 248 4 3 8 65 8 21 1 3 9 76 9 79 9 3 10 145 7 157 2 4 7 2 7 3 2 87 3 86 6 4 6 745 8 744 9 1 124 2 1 089 7 2 363 4 2 338 1 570 2 520 9 4 3 374 5 374 5 4 4 35 9 35 0 231 6 181 4 570 2 520 9 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the Consolidated Financial Statements 96 Ventia Annual Report 2023
Consolidated Statement of Changes in Equity for the year ended 31 December 2023 2023 Balance at 1 January 2023 Total comprehensive income Profit after income tax Other comprehensive loss Total comprehensive income Transactions with owners Dividends paid Share based payment Total transactions with owners Balance at 31 December 2023 Note 4 2 4 4 Share Capital m 374 5 374 5 Reserves m 35 0 5 0 5 0 4 1 4 1 35 9 Retained Earnings m 181 4 189 8 189 8 139 9 0 3 139 6 231 6 Total m 520 9 189 8 5 0 184 8 139 9 4 4 135 5 570 2 2022 Balance at 1 January 2022 Total comprehensive income Profit after income tax Other comprehensive income Total comprehensive income Transactions with owners Dividends paid Share based payment expense Shares issued to employees Total transactions with owners Balance at 31 December 2022 Note 4 2 4 4 4 4 Share Capital m 374 5 374 5 Reserves m 48 1 Retained Earnings m 64 1 191 2 7 1 7 1 191 2 2 0 4 0 6 0 35 0 75 5 1 6 73 9 181 4 Total m 390 5 191 2 7 1 198 3 75 5 2 0 5 6 67 9 520 9 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes to the Consolidated Financial Statements Ventia Annual Report 2023 97
FINANCIAL REPORT Consolidated Statement of Cash Flows for the year ended 31 December 2023 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Dividends received from joint ventures Operating cash flow before interest and tax Interest received Payments for the interest component of lease liabilities Interest and other costs of finance paid Income tax paid Net cash generated from operating activities Note 2 4 3 2 2 4 5 2 2023 m 6 309 0 5 897 1 1 0 412 9 6 2 6 7 48 3 58 2 305 9 2022 m 5 678 7 5 332 9 2 6 348 4 1 6 7 1 27 3 25 7 289 9 Cash flows from investing activities Proceeds from sale of property plant and equipment Payments for business combination net of cash acquired Payments for acquisition of intangible assets Payments for acquisition of property plant and equipment Net cash used in investing activities 6 2 4 0 5 1 15 7 10 9 6 8 40 0 31 6 44 7 50 1 Cash flows from financing activities Repayments of principal component of lease liabilities Dividends paid Net cash used in financing activities 3 2 2 62 2 64 4 4 2 139 9 75 5 202 1 139 9 Net increase in cash and cash equivalents Cash and cash equivalents at start of year Effect of movements in exchange rates on cash and cash equivalents Cash and cash equivalents at end of year 59 1 99 9 280 0 180 2 0 4 0 1 4 5 338 7 280 0 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the Consolidated Financial Statements 98 Ventia Annual Report 2023
Notes to the Consolidated Financial Statements for the year ended 31 December 2023 1 Basis of preparation 1 1 Basis of preparation Ventia Services Group Limited Company is a for profit company limited by shares incorporated and domiciled in Australia The address of the Company s registered office and principal place of business is Level 8 80 Pacific Highway North Sydney NSW 2060 Australia The Consolidated Financial Statements as at and for the year ended 31 December 2023 comprise the Company and its subsidiaries together referred to as the Group and individually as Group entities The Consolidated Financial Statements were authorised for issue by the Board of Directors on 20 February 2024 The Consolidated Financial Statements were prepared on the going concern basis of accounting The Company is a company of the kind referred to in ASIC Corporations Rounding in Financial Directors Reports Instrument 2016 191 dated 24 March 2016 and in accordance with that Instrument amounts in the Directors Report and the Consolidated Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing hundreds of thousands of dollars in accordance with that Instrument unless otherwise indicated The Consolidated Financial Statements have been prepared on the historical cost basis except for derivative financial instruments which are measured at fair value The Consolidated Financial Statements are presented in Australian dollars The accounting policies have been applied consistently to all periods presented in the Consolidated Financial Statements The Consolidated Financial Statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards and Interpretations Compliance with Australian Accounting Standards ensures that the Financial Report complies with International Financial Reporting Standards IFRS as issued by the International Accounting Standards Board IASB Consequently this Financial Report has been prepared in accordance with and complies with IFRS as issued by the IASB Certain comparative amounts have been re presented to conform with the current year s presentation to better reflect the nature of the financial position and performance of the Group 1 2 Material accounting policies 1 2 1 Basis of consolidation The Consolidated Financial Statements incorporate the assets liabilities and results of all subsidiaries as at and for the year ended 31 December 2023 Subsidiaries are entities controlled by the Group The Group controls an entity when it is exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity Results of controlled entities are included in the Consolidated Statement of Profit or Loss from the date control is obtained and excluded from the date the entity is no longer controlled Intragroup balances and transactions and any unrealised gains or losses arising from intragroup transactions are eliminated in preparing the Consolidated Financial Statements Ventia Annual Report 2023 99
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 1 2 2 Currency Items included in the financial statements of each of the Group s entities are measured using the currency of the primary economic environment in which the entity operates functional currency The Consolidated Financial Statements are presented in Australian dollars AUD which is the Company s functional currency 1 2 3 New and amended standards adopted by the Group The Group has applied new and revised accounting standards and amendments that are mandatorily effective for an accounting period that begins on or after 1 January 2023 as follows AASB 2021 2 Amendments to Australian Accounting Standards Disclosure of Accounting Policies and Definition of Accounting Estimates AASB 2021 5 Amendments to Australian Accounting Standards Deferred Tax related to Assets and Liabilities arising from a Single Transaction AASB 17 Insurance Contracts and AASB 2023 2 Amendments to Australian Accounting Standards International Tax Reform Pillar Two Model Rules These new and amended standards have not had any material impact on the disclosures or on the amounts recognised in the Consolidated Financial Statements 1 2 4 Issued standards and interpretations not early adopted Below is a list of the standards and amendments to standards on issue but not yet effective that are available for early adoption and are applicable to the Group AASB 2020 1 AASB 2020 6 and AASB 2022 6 Amendments to Australian Accounting Standards Classification of Liabilities as Current or Non current AASB 2022 5 Amendments to Australian Accounting Standards Lease Liability in a Sale and Leaseback AASB 2023 1 Amendments to Australian Accounting Standards Supplier Finance Arrangements and AASB 2023 5 Amendments to Australian Accounting Standards Lack of Exchangeability These new or amended standards are not expected to have a significant impact on the Consolidated Financial Statements when the standards are adopted 1 2 5 Other accounting policies Material and other accounting policies that summarise the measurement basis used and are relevant to the understanding of the Consolidated Financial Statements are provided throughout the notes 1 3 Key estimates and judgements In the application of the Company s accounting policies which are described below the Directors of the Company are required to make estimates and judgements about the carrying amounts of assets and liabilities that are not readily apparent from other sources Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectation of future events that may have a financial impact on the Group and are believed to be reasonable under the circumstances Actual results may differ from these estimates Revisions to estimates are recognised in the year in which the estimate is revised and in any future year affected Estimates and judgements made in the application of accounting standards that could have a significant effect on the Consolidated Financial Statements with a risk of adjustment in the next year are as follows Revenue recognition Note 2 1 Impairment of non financial assets Note 3 6 and Provisions Note 3 10 100 Ventia Annual Report 2023
2 Group performance 2 1 Revenue Disaggregation of revenue by contract profiles Schedule of Rates Fixed Price Cost Reimbursable Total revenue 2023 m 4 159 9 460 2 1 056 3 5 676 4 2022 m 3 867 0 460 3 840 2 5 167 5 The amount of revenue recognised in 2023 from performance obligations satisfied or partially satisfied in previous years is Nil 2022 5 7 million and is mainly due to changes in probability that a significant reversal of the revenue recognised will not occur 283 9 million 2022 195 6 million of revenue was recognised in 2023 which was included in the contract liabilities balance as at the beginning of the year Material Accounting Policies Recognition and measurement Revenue earned from the provision of services to entities outside the Group is presented net of the amount of GST The Group provides operations and maintenance services soft and hard facilities management environmental services minor capital works and other solutions In general the revenue is recognised in the profit or loss as the services are provided when the customer simultaneously receives and consumes the benefits provided by the entity s performance of the service as the entity performs The Group enters into client contracts with relatively long term durations under various contract profiles including Schedule of Rates Fixed Price and Cost Reimbursable These contract profiles are defined as Contract Profile Schedule of Rates Fixed Price Cost Reimbursable Contract Profile Description Contracts that predominantly have a combination of 1 unit pricing and 2 variable volume of works typically based on work activities or number of client assets maintained Overheads are often paid as a fixed monthly component of the fee Contracts for the delivery of recurring services where the fees chargeable to the client are subject to an annual price escalation and or where the fees chargeable are subject to a volume adjustment mechanism are classified as Schedule of Rates Contracts that predominantly have a fixed price subject to variations for an agreed outcome meaning that the Group is paid for a proportion of works as they are performed where the overall price is fixed and is not affected by the cost of delivery Progress payments by the client are made either monthly or as a lump sum once a completion milestone has been reached Contracts that are predominantly structured to pass the actual costs through to the client plus a margin Ventia Annual Report 2023 101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 Material Accounting Policies continued With respect to the method for recognising revenue over time i e the method for measuring progress towards complete satisfaction of a performance obligation the Group has established certain criteria that are applied consistently for similar performance obligations The majority of the Group s contracts are contracts with a Schedule of Rates profile where benefit is transferred to the customer as the services are delivered Therefore in most cases revenue will be recognised using an output method with revenue linked to the deliverables provided to the customer In Fixed Price contracts that provide highly interrelated goods or services to produce a combined output the applicable output method is that of surveys of performance completed to date or measured units of production Under this method the revenue recognised represents the amount of work performed valued at unitary prices For contracts with a Cost Reimbursable profile revenue will be recognised when the underlying costs are incurred and Only in those contracts that are not for routine or recurring services and where the unit price of the goods and services to be performed cannot be determined the percentage of completion measured in terms of the costs incurred input method is used to recognise revenue Variable consideration It is common for contracts to include performance bonuses or penalties assessed against the timeliness or cost effectiveness of work completed or other performance related key performance indicators Where consideration in respect of a contract is variable the expected value of revenue is only recognised when it is highly probable that a significant reversal of revenue will not occur Contract modification When a modification to an existing contract is approved the Group first assesses whether it adds distinct goods or services to the existing contract that are priced commensurate with the stand alone selling prices for those goods or services If this is the case then the modification is accounted for prospectively as a separate contract If the pricing is not commensurate with the stand alone selling prices for the goods or services and the new goods or services are not distinct from those in the original contract then this is considered to form part of the original contract Pricing is updated for the entirety of the revised contract and any historic adjustments recorded as a result are recognised as a cumulative catch up in profit or loss If the pricing is not commensurate with the stand alone selling prices for the goods or services and the new goods or services are distinct from those in the original contract then this is considered to represent the termination of the original contract and the creation of a new contract which is accounted for prospectively from the date of modification Principal versus agent considerations For contracts where a third party for example subcontractors is involved in providing services the Group determines whether it is acting as a principal or an agent The Group acts as a principal if it controls the specified good or service before that service is transferred to a customer Contract fulfilment costs Costs incurred prior to the commencement of a contract may arise due to mobilisation site set up costs feasibility studies environmental impact studies and preliminary design activities as these are costs incurred to fulfil a contract Where these costs are expected to be recovered they are capitalised and amortised over the course of the contract consistent with the transfer of service and asset to the customer Where the costs or a portion of these costs are reimbursed by the customer the amount received is recognised as contract liabilities and allocated to the performance obligations within the contract and recognised as revenue over the course of the contract 102 Ventia Annual Report 2023
Material Accounting Policies continued Significant financing components The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and timing of payment represents a significant financing component Therefore the Group does not adjust any of the transaction prices for the time value of money Onerous contracts Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it The onerous contracts provision is discounted using a pre tax rate that reflects current market assessments of the time value of money and the risks specific to the liability Key Estimates and Judgements Significant judgement is required in estimating the variable consideration which is only recognised to the extent it is highly probable that a significant revenue reversal will not occur The Group assesses these requirements on a periodic basis when estimating the variable consideration to be included in the transaction price The estimate is based on all available information including historic performance Ventia Annual Report 2023 103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 2 2 Expenses Labour Note 2 5 Subcontractors Materials Other Total expenses excluding interest tax depreciation and amortisation 2023 m 2 064 2 2 560 6 425 3 164 7 5 214 8 2022 m 1 960 0 2 229 4 367 2 200 1 4 756 7 2 3 Segment disclosures 2 3 1 Operating segment reporting Operating segments have been identified based on separate financial information that is regularly reviewed by the Group Chief Executive Officer who is also the chief operating decision maker CODM The identification of operating segments is based on the nature of services provided The Group operates in the following operating segments which are equivalent to its reportable segments under AASB 8 Operating Segments Operating Segments Defence and Social Infrastructure Infrastructure Services Telecommunications Transport Segment Description Provides maintenance and support services to customers operating across defence social infrastructure education health and state government housing and community local government and critical infrastructure The segment also provides property and consulting services to public and private customers Supports the ongoing operation and maintenance of infrastructure including utilities water electricity and gas resources and industrial assets mining gas and manufacturing and resources development minerals and gas The segment also provides complex and large scale environmental remediation and rehabilitation services and leverages technologies aimed at enhancing client productivity and sustainability Provides end to end service capabilities that span design supply minor construction installation commissioning and maintenance of telecommunications networks and infrastructure Provides maintenance project delivery and technology solutions to owners and operators of road motorway tunnel and rail networks The revenue and profit of each segment form the primary basis of all management reporting to the CODM Before 1 January 2023 the profit of each segment was measured based on Underlying EBITA earnings before interest income tax and amortisation of acquired intangible assets and before acquisition integration and other restructuring costs Effective from 1 January 2023 updated segment result is measured using EBITDA earnings before interest income tax depreciation and amortisation to align with updated management reporting Before 1 January 2023 segment revenue is inclusive of the Group s share of revenue of its equity accounted joint ventures Effective from 1 January 2023 the share of revenue of joint ventures is no longer included in segment revenue to align with updated management reporting Comparatives figures for 2022 below are presented on the same basis as 2023 2023 Segment revenue Segment EBITDA Defence and Social Infrastructure m 2 357 7 160 4 Infrastructure Services m 1 306 1 115 6 Telecommunications m 1 375 8 173 1 Transport m 636 8 45 1 Total m 5 676 4 494 2 2022 Segment revenue Segment EBITDA Defence and Social Infrastructure m 2 303 0 153 4 Infrastructure Services m 1 211 3 112 6 Telecommunications m 1 134 4 141 1 Transport m 518 8 38 8 Total m 5 167 5 445 9 104 Ventia Annual Report 2023
Reconciliation of segment EBITDA to profit after income tax Segment EBITDA Depreciation Corporate costs including amortisation of computer software Integration costs1 EBIT before amortisation of acquired intangible assets Amortisation of acquired intangible assets2 Earnings before interest and income tax Net finance costs Profit before income tax Income tax expense Profit after income tax 2023 m 494 2 106 6 50 7 336 9 17 4 319 5 49 4 270 1 80 3 189 8 2022 m 445 9 104 1 54 3 8 8 278 7 23 5 255 2 33 9 221 3 30 1 191 2 1 Costs relating to the integration of BRS Holdco Pty Ltd Broadspectrum and Kordia Solutions Pty Ltd Kordia in prior years 2 Amortisation of acquired intangible assets relating to customer contracts and relationships acquired as part of the acquisitions of Broadspectrum and Kordia Other segment information 31 December 2023 Segment assets Segment liabilities Defence and Social Infrastructure m 596 0 337 9 Infrastructure Services m 779 0 247 3 Telecommunications m 854 3 483 6 Transport m 192 8 312 4 Corporate m 511 5 982 2 Total m 2 933 6 2 363 4 31 December 2022 Segment assets Segment liabilities Defence and Social Infrastructure m 546 9 383 7 Infrastructure Services m 808 7 287 2 Telecommunications m 704 7 447 4 2023 Depreciation expense Amortisation expense Share of profits of joint ventures Defence and Social Infrastructure m 15 3 Infrastructure Tele Services communications m m 43 0 12 8 0 4 0 1 0 4 0 1 2022 Depreciation expense Amortisation expense Share of profits of joint ventures Defence and Social Infrastructure m 15 2 Infrastructure Tele Services communications m m 41 5 13 2 0 7 0 1 0 5 0 2 Transport m 197 3 278 5 Transport m 11 1 2 0 Transport m 9 5 1 7 Corporate m 601 4 941 3 Corporate m 24 4 38 2 1 5 Corporate m 24 7 53 7 1 6 Total m 2 859 0 2 338 1 Total m 106 6 39 1 3 6 Total m 104 1 55 0 3 5 Ventia Annual Report 2023 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 Major customers In 2023 and 2022 a customer in the Defence and Social Infrastructure segment contributed more than 10 of the Group s total revenue Except as disclosed above no other customers contributed to more than 10 of the Group s total revenue in 2023 or 2022 2 3 2 Geographical information The table below provides information on the geographical location of revenue from continuing operations and non current assets Total revenue is allocated to a geography based on the location in which the sales originated Non current assets are allocated based on the location of the operation to which they relate Revenue Total non current assets Australia 2023 m 5 137 9 1 550 1 2022 m 4 628 9 1 630 7 New Zealand 2023 m 538 5 80 1 2022 m 538 6 81 1 Total 2023 m 5 676 4 1 630 2 2022 m 5 167 5 1 711 8 Material Accounting Policies Segment revenues and expenses are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis The types of activities from which segments derive revenue are described above The accounting policies used in the Group in reporting segments internally are the same as those contained in the Consolidated Financial Statements and are consistent with those of the prior period Given revenue within each segment is derived from rendering of similar services no further split of revenue by products or service is reported Performance is measured on segment EBITDA earnings before interest income tax depreciation and amortisation The segment EBITDA includes the allocation of overhead that can be directly attributable to an individual business segment The following items are not allocated to segments as they are not considered part of the core operations of any segment Corporate costs Integration costs Other restructuring costs Depreciation and amortisation Finance costs and Income tax Segment assets and liabilities include tangible assets intangible assets and working capital employed by the segments Corporate assets and liabilities represent centrally managed assets and liabilities such as tangible assets and intangible assets of head office income tax balances and borrowings 2 4 Net finance costs Interest paid and payable on bank facilities Amortisation of capitalised borrowing costs Bank guarantee costs Interest paid and payable on lease liabilities Interest income Net finance costs 2023 m 37 8 2 4 8 7 6 7 6 2 49 4 2022 m 18 6 1 7 8 1 7 1 1 6 33 9 106 Ventia Annual Report 2023
2 5 Employee benefit expense Short term employee benefits Post employment benefits Share based payment expense Termination benefits Total employee benefit expense 3 Assets and liabilities 3 1 Trade and other receivables and contract assets Current Trade receivables net of impairment allowance Prepayments and other receivables Amounts receivable from related parties Note 5 6 Total current trade and other receivables Non current Prepayments and other receivables Amounts receivable from related parties Note 5 6 Total noncurrent trade and other receivables Total trade and other receivables Current Contract assets Total current contract assets 2023 m 1 914 6 138 2 4 4 7 0 2 064 2 2022 m 1 819 0 123 3 7 6 10 1 1 960 0 31 December 31 December 2023 2022 m m 312 2 53 6 5 8 371 6 251 1 29 8 7 0 287 9 6 7 8 3 15 0 386 6 2 0 9 0 11 0 298 9 31 December 31 December 2023 2022 m m 529 7 529 7 532 1 532 1 Material Accounting Policies Trade and other receivables and contract assets Trade receivables represent the invoiced value of receivables from services and other contracting services Other receivables generally arise from transactions other than the provision of services and include amounts in respect of sales of assets and GST receivable Contract assets are balances due from customers under contracts as work is performed and therefore a contract asset is recognised over the period in which the performance obligation is fulfilled This represents the entity s right to consideration for the services transferred to date Amounts are transferred to trade receivables when these have been certified or invoiced to a customer The Group assesses on a forward looking basis any expected credit losses associated with its trade receivables and contract assets Given the customer base of the Group mainly comprises government agencies and corporations the Group s exposure to credit losses to date has been negligible Ventia Annual Report 2023 107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 3 2 Leases 3 2 1 Right of use assets 2023 Cost Less Accumulated depreciation Carrying amount at end of year Movement Carrying amount at start of year Additions Disposals Depreciation Effect of exchange rates Carrying amount at end of year 2022 Cost Less Accumulated depreciation Carrying amount at end of year Movement Carrying amount at start of year Additions Disposals Depreciation Effect of exchange rates Carrying amount at end of year 3 2 2 Lease liabilities Movement Carrying amount at start of year Additions Disposals Interest expense Payments for the interest component of lease liabilities Repayments of the principal component of lease liabilities Carrying amount at end of year Current Non current Carrying amount at end of year Property m 103 6 36 1 67 5 Plant and Equipment m 25 1 14 7 10 4 56 8 34 8 24 1 67 5 10 8 5 8 0 4 5 8 10 4 Property m 69 8 13 0 56 8 Plant and Equipment m 20 3 9 5 10 8 55 1 29 6 1 9 26 0 56 8 16 2 5 9 4 0 7 3 10 8 Motor Vehicles m 107 6 61 1 46 5 56 9 24 1 2 0 32 3 0 2 46 5 Motor Vehicles m 88 8 31 9 56 9 65 4 23 6 0 9 31 1 0 1 56 9 Total m 236 3 111 9 124 4 124 5 64 7 2 4 62 2 0 2 124 4 Total m 178 9 54 4 124 5 136 7 59 1 6 8 64 4 0 1 124 5 2023 m 132 5 64 1 0 9 6 7 6 7 62 2 133 5 46 2 87 3 133 5 2022 m 142 4 56 7 2 2 7 1 7 1 64 4 132 5 45 9 86 6 132 5 108 Ventia Annual Report 2023
The maturity analysis on undiscounted cashflow of lease liabilities is set out below Within one year One to two years Two to five years Over five years Total 31 December 2023 m 54 1 31 December 2022 m 55 9 38 0 33 1 61 9 44 7 8 9 17 2 162 9 150 9 At the end of the reporting period the weighted average lease expiry for the portfolio of leases were Weighted Average Lease Expiry1 Property Plant and equipment Motor vehicles 1 Represents the weighted average number of years from the end of the reporting period to the end of the reasonably certain lease term 3 2 3 Other amounts recognised in the Consolidated Statement of Profit or Loss Interest paid and payable on lease liabilities included in net finance costs Expense relating to short term leases service components of leases and variable payments 2023 Years 4 1 2 2 2 1 2023 m 6 7 11 7 2022 Years 3 9 2 6 2 4 2022 m 7 1 14 3 3 2 4 Amounts recognised in the Consolidated Statement of Cash Flows Payments for short term leases service components of leases and variable payments included in payments to suppliers and employees Payments for the interest component of lease liabilities Repayments of the principal component lease liabilities Total cash outflow for leases 2023 m 11 7 6 7 62 2 80 6 2022 m 14 3 7 1 64 4 85 8 Material Accounting Policies Lease liabilities is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by using the rate implicit in the lease If this rate cannot be readily determined the Group uses its incremental borrowing rate Ventia Annual Report 2023 109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 3 3 Property plant and equipment 2023 Cost Less Accumulated depreciation and impairment Carrying amount at end of year Movement Carrying amount at start of year Additions Transfer1 Disposals Depreciation Effect of exchange rates Carrying amount at end of year Leasehold Improvements m 16 0 8 6 7 4 Plant and Equipment m 202 2 87 3 114 9 5 4 134 5 1 2 28 3 4 4 11 2 0 6 3 6 36 0 0 1 7 4 114 9 2022 Cost Less Accumulated depreciation and impairment Carrying amount at end of year Movement Carrying amount at start of year Recognised on business combination Additions Disposals Depreciation Effect of exchange rates Carrying amount at end of year Leasehold Improvements m 12 9 7 5 5 4 Plant and Equipment m 182 5 48 0 134 5 8 8 147 0 0 2 0 4 24 0 3 8 3 8 32 5 0 4 5 4 134 5 1 Represents net transfer of 5 5 million to intangible assets to better reflect the nature of the underlying assets Motor Vehicles m 38 7 18 7 20 0 17 0 9 3 1 3 2 8 4 8 20 0 Motor Vehicles m 30 2 13 2 17 0 10 8 3 5 7 2 1 1 3 4 17 0 Total m 256 9 114 6 142 3 156 9 38 8 5 5 3 4 44 4 0 1 142 3 Total m 225 6 68 7 156 9 166 6 3 7 31 6 4 9 39 7 0 4 156 9 Material Accounting Policies Property plant and equipment is stated at cost less accumulated depreciation and any impairment Depreciation Depreciation is calculated so as to write off the cost of property plant and equipment over their estimated effective useful lives for the current and comparative reporting years as follows Leasehold improvements straight line method shorter of the lease term and 40 years Plant and equipment straight line method up to 15 years and Motor vehicles straight line method up to 10 years 110 Ventia Annual Report 2023
3 4 Intangible assets 2023 Cost Less Accumulated amortisation and impairment Carrying amount at end of year Movement Carrying amount at start of year Additions Transfer1 Amortisation Carrying amount at end of year Customer Contracts and Relationships m 81 3 67 1 14 2 Software and System Development m 95 9 57 3 38 6 31 6 17 4 14 2 46 0 8 8 5 5 21 7 38 6 2022 Cost Less Accumulated amortisation and impairment Carrying amount at end of year Movement Carrying amount at start of year Additions Disposals Amortisation Effect of exchange rates Carrying amount at end of year Customer Contracts and Relationships m 81 3 49 7 31 6 Software and System Development m 81 5 35 5 46 0 57 4 1 7 24 0 0 1 31 6 70 2 6 8 31 0 46 0 1 Represents net transfer of 5 5 million from property plant and equipment to better reflect the nature of the underlying assets Total m 177 2 124 4 52 8 77 6 8 8 5 5 39 1 52 8 Total m 162 8 85 2 77 6 127 6 6 8 1 7 55 0 0 1 77 6 Material Accounting Policies Customer contracts and relationships Customer contracts and relationships were acquired as part of a business combination Customer contracts and relationships are carried at their fair value at the date of acquisition less accumulated amortisation and any impairment losses Customer contracts are amortised on the straight line basis over the remaining contract term Customer relationships are amortised over a period of up to five years on the straight line basis Software and system development Software and system development costs consist of costs incurred in developing systems costs incurred in acquiring software and licences that will provide future economic benefits These assets are carried at cost less accumulated amortisation and amortised over a period of up to five years on the straight line basis Impairment Intangible assets are tested for impairment in accordance with the policy for impairment of non financial assets disclosed in Note 3 6 Ventia Annual Report 2023 111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 3 5 Goodwill 3 5 1 Carrying amounts of and movement in goodwill Movement Carrying amount at start of year Recognised on business combinations Note 5 1 Effect of exchange rates Carrying amount at end of year 3 5 2 Allocation of goodwill to cash generating units Defence and Social Infrastructure Infrastructure Services Telecommunications Transport Total goodwill 31 December 31 December 2023 2022 m m 1 095 4 0 3 1 095 1 1 093 2 2 1 0 1 1 095 4 31 December 31 December 2023 2022 m m 251 3 251 4 362 7 362 8 426 6 426 6 54 5 54 6 1 095 1 1 095 4 Material Accounting Policies Goodwill is tested for impairment in accordance with the policy for impairment of non financial assets disclosed in Note 3 6 3 6 Impairment of non financial assets Goodwill has been allocated to groups of cash generating units CGUs represented by the Group s operating segments for the purpose of impairment testing The recoverable amounts of all CGUs are based on value in use VIU calculations In assessing VIU the estimated future cash flows are discounted to their present value using discount rates which use current assessment of the time value of money and the risks specific to the CGU No impairment has been identified for any of the CGUs 112 Ventia Annual Report 2023
Key Estimates and Judgements Key assumptions used in determining the recoverable amount of assets include expected future cash flows long term growth rates and discount rates The VIU calculation is based on a five year future cash flows forecast developed from the Group s most recent Board approved business plan For terminal value calculation the Group assumes a long term growth rate of 2 5 per annum which reflects the organic growth expectations of the industry The key assumptions utilised used in determining recoverable amounts are set out below Defence and Social Infrastructure Infrastructure Services Telecommunications Transport 31 December 2023 EBITDA Long term Pre tax Growth1 Growth Rate Discount Rate 7 0 2 5 12 9 6 7 2 5 12 8 5 3 2 5 12 9 5 0 2 5 13 6 31 December 2022 EBITDA Long term Pre tax Growth1 Growth Rate Discount Rate 4 1 2 5 12 9 4 3 2 5 12 8 2 6 2 5 13 4 3 8 2 5 13 6 1 The earnings before interest income tax depreciation and amortisation EBITDA growth represents compound annual growth rates over a 5 year forecast period The Group considers that any reasonably possible change in the key assumptions applied would not cause the carrying value of assets to exceed their recoverable amount and result in a material impairment based on current economic conditions and CGU performance Sensitivity Analysis For all CGUs sensitivities were made around the discount rate growth rate and cash flow assumptions No reasonable possible change in key assumptions would give rise to an impairment of any of the CGUs 3 7 Income tax 3 7 1 Income tax expense recognised in the Consolidated Statement of Profit or Loss Current tax Deferred tax Total income tax expense 3 7 2 Reconciliation between profit before income tax and income tax expense Profit before income tax Income tax expense using the Australian corporate tax rate of 30 2023 m 35 1 45 2 80 3 2022 m 48 1 18 0 30 1 2023 m 270 1 81 0 2022 m 221 3 66 4 Tax effect of amounts which are not deductible taxable in calculating taxable income Non deductible expenses Recognition of tax losses for Ventia Services Group Limited1 Effect of different tax rates on overseas income Other Income tax expense 0 1 0 9 0 1 80 3 0 2 35 2 0 7 0 6 30 1 1 During the year ended 31 December 2022 the ATO completed its audit of the tax affairs of Broadspectrum Pty Ltd BRS The ATO accepted the position taken by BRS and concluded that no changes should be made to the BRS income tax assessments for the years subject to audit Accordingly no incremental cash tax is payable for the audit years As a result deferred tax assets in respect of previously unrecognised tax losses of 35 2 million were recognised in 2022 Ventia Annual Report 2023 113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 3 7 3 Deferred tax recognised in the Consolidated Statement of Financial Position 2023 Net deferred tax assets liabilities Contract liabilities assets Property plant and equipment Intangible assets Capitalised borrowing costs Other items Hedging Trade and other payables Provisions and employee benefit liabilities Tax losses Net deferred tax assets liabilities 1 Carrying Amount at Start of Year m 19 0 13 8 4 0 1 1 6 9 2 7 43 0 97 6 62 9 235 4 Recognised in Profit or Loss m Recognised in Other Comprehensive Income m Reclassification m 41 5 5 7 5 5 0 1 3 1 2 0 18 7 23 1 6 1 45 2 2 0 Carrying Amount at End of Year m 22 5 8 1 9 5 1 0 3 8 0 7 24 3 120 7 69 0 192 2 2022 Net deferred tax assets liabilities Contract liabilities assets Property plant and equipment Intangible assets Capitalised borrowing costs Other items Hedging Trade and other payables Provisions and employee benefit liabilities Tax losses Net deferred tax assets liabilities 1 Carrying Amount at Start of Year m 17 2 71 8 64 3 1 1 6 3 39 9 155 7 29 0 220 1 Recognised in Profit or Loss m Recognised in Other Comprehensive Income m Reclassification2 m 36 2 23 6 21 3 0 6 3 1 58 1 33 9 18 0 81 6 81 6 2 7 2 7 Carrying Amount at End of Year m 19 0 13 8 4 0 1 1 6 9 2 7 43 0 97 6 62 9 235 4 1 Deferred tax assets and liabilities have been offset in the Consolidated Statement of Financial Position where the balances relate to taxes levied by the same tax authority 2 81 6 million was reclassified from Property plant and equipment to Intangible assets in the prior year to better reflect the nature of the underlying asset Unrecognised tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit 2023 m 13 4 4 0 2022 m 173 4 52 0 The amount of unrecognised tax losses relates to certain capital and revenue losses transferred to the Group as part of the acquisition of Ferrovial Services Australia Pty Ltd on 30 June 2020 As part of that acquisition the decision was made to cancel 165 0 million of losses This cancellation was notified to the ATO via an amendment to the Group s income tax return during 2023 A deferred tax asset has been recognised in respect of those revenue losses that are considered probable for future use 114 Ventia Annual Report 2023
3 7 4 Current tax recognised in the Consolidated Statement of Financial Position Current tax assets Current tax liabilities Net current tax assets liabilities 1 31 December 31 December 2023 2022 m m 11 1 1 9 16 0 9 2 16 0 1 The current tax asset and liability as at 31 December 2023 have not been offset in the Consolidated Statement of Financial Position as the Group does not have a legally enforceable right to offset the amounts 3 7 5 Uncertain tax positions The Group is committed to the management and payment of taxes in a responsible manner within the context of its Tax Governance and Risk Policy This means that the Group ensures internal controls exist to achieve accurate financial reporting in accordance with relevant laws accounting standards policies and procedures as well as ensuring compliance with applicable tax laws regulations and external reporting requirements by their due dates and in line with local taxation requirements The Tax Governance and Risk Policy documents that the Group will not enter into any transaction for the purpose of tax avoidance undertake aggressive tax planning transactions nor enter into transactions that do not have a legitimate business purpose 3 7 6 Tax consolidation The Company and its wholly owned Australian subsidiaries are part of a Tax Consolidated Group of which Ventia Services Group Limited is the head entity The head entity recognises all of the current tax assets and liabilities and deferred tax assets in respect of tax losses of the Tax Consolidated Group after elimination of intragroup transactions Deferred tax assets and liabilities in respect of temporary differences are recognised in the respective companies financial statements The Tax Consolidated Group has entered into a tax funding agreement that requires the Group to make contributions to the head entity for current tax assets and liabilities occurring after the implementation of tax consolidation Under the tax funding agreement the contributions are calculated using the group allocation approach so that the contributions are equivalent to the current tax balances generated by transactions entered into by wholly owned subsidiaries The contributions are payable as set out in the agreement and reflect the timing of the head entity s obligations to make payments for tax liabilities to the relevant tax authorities The assets and liabilities arising under the tax funding agreement are recognised as intercompany assets and liabilities with a consequential adjustment to current income tax 3 8 Trade and other payables and contract liabilities Trade payables Accruals Other payables Amounts payable to related parties Note 5 6 Total trade and other payables 31 December 31 December 2023 2022 m m 368 1 341 2 215 7 288 3 68 6 53 4 6 4 7 8 658 8 690 7 Contract liabilities current Contract liabilities non current Total contract liabilities 31 December 31 December 2023 2022 m m 347 0 283 9 65 8 21 1 412 8 305 0 Material Accounting Policies Contract liabilities primarily relate to the Group s obligation to transfer goods or services to a customer for which the Group has received consideration from the customer Contract liabilities are recognised as revenue when work is performed under the contract Ventia Annual Report 2023 115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 3 9 Employee benefit liabilities Current Annual leave Long service leave Workers compensation Other employee benefits Total current employee benefit liabilities Non current Long service leave Workers compensation Other employee benefits Total non current employee benefit liabilities Total employee benefit liabilities 3 10 Provisions Current Unfavourable contracts Onerous contracts Warranties and contract claims Other Total current provisions Non current Unfavourable contracts Onerous contracts Warranties and contract claims Other Total non current provisions Total provisions 2023 Current Non current Carrying amount at start of year Movement Provisions raised Provisions used Effect of exchange rates Carrying amount at end of year Current Non current Carrying amount at end of year 31 December 31 December 2023 2022 m m 89 6 26 8 8 6 30 0 155 0 92 0 24 7 6 7 34 2 157 6 56 2 17 4 3 3 76 9 231 9 54 6 19 7 5 6 79 9 237 5 31 December 31 December 2023 2022 m m 2 2 1 3 22 7 4 1 30 3 47 1 5 7 74 9 18 0 145 7 176 0 12 5 10 0 19 1 12 4 54 0 50 9 5 6 89 0 11 7 157 2 211 2 Unfavourable Contracts m 12 5 50 9 63 4 Onerous Contracts m Warranties and Contract Claims m 10 0 19 1 5 6 89 0 15 6 108 1 14 1 49 3 2 2 47 1 49 3 23 7 8 6 34 1 0 1 7 0 97 6 1 3 22 7 5 7 74 9 7 0 97 6 Other m 12 4 11 7 24 1 2 1 4 1 22 1 4 1 18 0 22 1 Total m 54 0 157 2 211 2 25 8 60 9 0 1 176 0 30 3 145 7 176 0 116 Ventia Annual Report 2023
Material Accounting Policies Unfavourable contracts A provision is made for unfavourable contracts where the fair value of the contract is deemed unfavourable relative to expected market returns and they are provided for as part of the purchase price allocation process in a business combination These provisions are then released as an increase to earnings in line with the financial performance of the contract over the remaining term Onerous contracts Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it The onerous contract provision is discounted using a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability Warranties and contract claims Warranties and contract claims provisions relate to individual identified exposures and represent the best estimate of expenditure required to settle the present obligation at the end of the reporting period Other provisions Other provisions include items such as provisions for make good which are recognised at the time of recognising a right ofuse asset and represent an estimate of the costs to be incurred in the dismantling of the asset and restoring it to the condition specified in the lease Key Estimates and Judgements The estimates and judgements applied in determining the Group s provisions involve a high degree of complexity and have a risk of causing a material adjustment in subsequent periods Any changes in the estimates and judgements of the provision in future periods will be recognised in profit or loss Unfavourable contracts provisions relate to contracts acquired in a business combination where the fair value of the contract is deemed unfavourable relative to expected market returns Expected market returns were assessed with reference to the Group s contract portfolio and relevant industry Onerous contracts provisions relate to estimation on unavoidable costs of meeting the obligation under the contract which are assessed by management based on factors such as remaining contract life volume of work and labour hours In estimation of provisions for warranties and claims management consider historic experience on similar claims and other information available such as legal opinion and expert determination Ventia Annual Report 2023 117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 4 Capital structure financing and risk management 4 1 Earnings per share Basic earnings per share is calculated as profit after income tax attributable to shareholders divided by the weighted average number of ordinary shares WANOS issued Diluted earnings per share is calculated as profit after income tax attributable to shareholders adjusted for any profit recognised in the period in relation to potential dilutive shares divided by the WANOS adjusted by dilutive potential ordinary shares Profit after income tax for the year attributable to equity holders of the parent entity used in earnings per share m WANOS used in earnings per share millions of shares WANOS for purpose of basic earnings per share Effect of diluted potential ordinary shares Weighted average number of ordinary shares on issue Adjustment to reflect potential dilution for equity incentive plans WANOS for purpose of diluted earnings per share Basic earnings per share cents Diluted earnings per share cents 2023 189 8 189 8 855 3 855 3 6 9 862 2 22 19 22 01 2022 191 2 191 2 854 6 854 6 4 4 859 0 22 37 22 26 4 2 Dividends Prior year final Current year interim Dividends paid during the year Cents per Share 8 28 8 31 16 59 2023 Total Amount m Franking 69 8 80 70 1 80 139 9 Date of Payment 6 April 2023 6 October 2023 Cents per Share 1 47 7 47 8 94 2022 Total Amount m 12 6 62 9 Franking 100 80 Date of Payment 6 April 2022 7 October 2022 75 5 On 20 February 2024 the Board of Directors declared a final dividend of 9 41 cents per share in respect of the 2023 financial year 80 franked at a 30 tax rate The amount will be paid on 5 April 2024 As the dividend was declared subsequent to 31 December 2023 no provision had been made at 31 December 2023 Franking credit deficits balance Franking credits deficits available for future financial periods tax paid basis 30 tax rate 31 December 2023 m 2 5 31 December 2022 m 1 7 At 31 December 2022 the Company had a franking account deficit balance of 1 7 million In compliance with ATO regulations the Company lodged a Franking Account Tax Return and paid 1 7 million to the ATO during January 2023 The above amount represents the balance of the franking accounts at the end of the period adjusted for Franking credits that will arise from the payment of income tax payable at the end of the period and Franking debits that will arise from the payment of dividends provided at the end of the period 118 Ventia Annual Report 2023
4 3 Share capital Share Capital Balance at start and end of year 2023 Number Millions 855 5 m 374 5 2022 Number Millions 855 5 m 374 5 Share capital Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders meetings In the event of winding up of the Company ordinary shareholders rank after creditors and are entitled to any net proceeds on liquidation The total number of shares issued by the Company as at 31 December 2023 is 855 484 445 2022 855 484 445 This includes 151 354 treasury shares as at 31 December 2023 2022 345 591 In 2023 194 237 treasury shares were granted to certain employees of the Group 4 4 Reserves 2023 Balance at start of year Shares issued to employees Transfer of vested benefits to retained earnings Losses arising on change in the fair value of hedging instruments Income tax related to losses recognised in other comprehensive income Cumulative gains arising on changes in fair value of hedging instruments reclassified to profit or loss Income tax related to gains reclassified to profit or loss Foreign exchange translation differences Share based payment expense Balance at end of year Treasury Share Reserve m 0 5 0 2 Cash Flow Hedge Reserve m 6 4 Foreign Currency Translation Reserve m Share based Payment Reserve m Accumulated Losses Reserve m 0 5 2 0 42 4 0 2 0 3 2 0 0 6 4 5 1 4 0 5 4 4 0 3 1 9 1 0 5 9 42 4 Total m 35 0 0 3 2 0 0 6 4 5 1 4 0 5 4 4 35 9 Ventia Annual Report 2023 119
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 2022 Balance at start of year Shares issued to employees Gains arising on change in the fair value of hedging instruments Income tax related to gains recognised in other comprehensive income Cumulative gain arising on changes in fair value of hedging instruments reclassified to profit or loss Income tax related to gains reclassified to profit or loss Foreign exchange translation differences Share based payment expense Balance at end of year Treasury Share Reserve m 4 5 4 0 Cash Flow Hedge Reserve m 0 3 Foreign Currency Translation Reserve m Share based Payment Reserve m Accumulated Losses Reserve m 0 9 42 4 13 0 3 9 3 4 1 0 0 4 2 0 0 5 6 4 0 5 2 0 42 4 Total m 48 1 4 0 13 0 3 9 3 4 1 0 0 4 2 0 35 0 Share based payment reserve The Group operates equity incentive plans which provide equity instruments to certain executives as a component of their remuneration The share based payments expense for the year for the Group was 4 378 000 2022 7 583 000 Refer to the Remuneration Report for further details of all plans Long term Incentive LTI Plan LTI Plan Share Appreciation Rights SARs are granted under the LTI plan SARs entitles the participants to payment in the Company s ordinary shares equivalent to the amount by which the underlying Company share price has increased since the right was granted If SARs vest the participants will be allocated shares equal to the total value of appreciation number of SARs times share price growth from grant to vesting The share price growth is based on difference between the 10 day Volume Weighted Average Price VWAP immediately after the release of the Company s annual financial statements for the grant year for example 2023 annual financial statements for 2023 LTI and the 10 day VWAP up to the release of the Company s annual financial statements for the vesting year i e 2025 annual financial statements for instrument vesting on 31 December 2025 The variables in the table below are used as inputs into the model to determine the fair value of the 2023 and 2022 LTI Plan s SARs 2023 LTI Plan Invitation date Vesting period start date Vesting date Expected volatility Risk free interest rate per annum Share price at invitation date Expected dividend yield per annum Fair value per instrument Tranche 1 26 May 2023 1 January 2023 31 December 2025 30 3 63 2 70 6 92 0 50 Tranche 2 26 May 2023 1 January 2023 31 December 2026 30 3 68 2 70 6 92 0 56 Tranche 3 26 May 2023 1 January 2023 31 December 2027 30 3 74 2 70 6 92 0 60 2022 LTI Plan Invitation date Vesting period start date Vesting date Expected volatility Risk free interest rate per annum Share price at invitation date Expected dividend yield per annum Fair value per instrument 120 Ventia Annual Report 2023 Tranche 1 1 May 2022 1 January 2022 31 December 2024 30 2 91 2 86 5 78 0 47 Tranche 2 1 May 2022 1 January 2022 31 December 2025 30 3 07 2 86 5 78 0 55 Tranche 3 1 May 2022 1 January 2022 31 December 2026 30 3 22 2 86 5 78 0 59
The following table summarises the movements in SARs for the LTI Plan Balance at start of year True up to prior year1 Issued during the year1 Forfeited during the year Balance at end of year 31 December 31 December 2023 2022 7 933 644 811 715 9 709 246 7 933 644 707 440 17 747 165 7 933 644 1 The number issued during the year represents an estimate of the number of SARs to be allocated to LTI Plan participants who are invited to the LTI plan during the year Since the actual number will be determined based on the 10 day VWAP subsequent to the release of the Company s annual financial statements a true up for the numbers issued in prior year is required Short term Incentive STI Plan STI Plan The 2023 STI Plan is a cash and share settled share rights plan The equity component will be awarded in March 2024 and is subject to deferral in two equal tranches 50 deferred for 12 months and 50 deferred for 24 months At the end of each deferral period vested rights are converted into the Company s ordinary shares While rights do not attract actual dividends during the deferral periods rights have attached dividend equivalent rights such that on vesting additional shares will be awarded equivalent to the value of dividends accrued as if ordinary shares had been owned throughout The equity component of the 2022 STI Plan had the same mechanism as the 2023 STI Plan The variables in the table below are used as inputs into the model to determine the fair value of the 2023 and 2022 STI Plan share rights 2023 STI Plan Invitation date Vesting period start date Vesting date Expected volatility Risk free interest rate per annum Share price at invitation date Expected dividend yield per annum Fair value per instrument Tranche 1 10 May 2023 1 January 2023 31 December 2024 30 3 25 2 66 6 92 2 67 Tranche 2 10 May 2023 1 January 2023 31 December 2025 30 3 22 2 66 6 92 2 67 2022 STI Plan Invitation date Vesting period start date Vesting date Expected volatility Risk free interest rate per annum Share price at invitation date Expected dividend yield per annum Fair value per instrument Tranche 1 1 May 2022 1 January 2022 31 December 2023 30 2 76 2 86 5 78 2 78 Tranche 2 1 May 2022 1 January 2022 31 December 2024 30 2 91 2 86 5 78 2 78 The Company also provides awards to key management personnel and other senior executives on a discretionary basis The participants will need to meet the requirement of completing certain periods of service before the awards are granted Ventia Annual Report 2023 121
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 Movements in outstanding share rights The following table summarises the movement in outstanding share rights for the above STI plans Balance at start of year True up to prior year1 Issued during the year1 Vested during the year Forfeited during the year Balance at end of year 31 December 31 December 2023 2022 1 006 056 44 027 1 254 206 1 006 056 194 237 52 870 2 057 182 1 006 056 1 The number issued during the year represents an estimate of the number of rights to be allocated to STI Plan participants who are invited to the STI Plan during the year Since the actual number will be determined based on the 10 day VWAP subsequent to the release of the Company s annual financial statements a true up for the numbers issued in the prior year is required Legacy Ventia Executive Incentive Plan Prior to listing the Group operated an executive incentive plan the Legacy Ventia Executive Incentive Plan EIP This scheme was designed to provide incentives to attract motivate and retain those whose contributions are important to the Company s success There was no grant of shares under this scheme during the year 2022 no grant of shares Material Accounting Policies Treasury shares Treasury shares are shares in the Company that are held in trust on behalf of the Company Treasury shares are deducted from equity No gain or loss is recognised in profit or loss on the purchase sale issue or cancellation of treasury shares Accumulated losses reserve The accumulated losses reserve includes certain costs incurred by the Group in prior years in relation to its refinancing and IPO 122 Ventia Annual Report 2023
4 5 Cash and cash equivalents 4 5 1 Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows Cash at bank and on hand Total cash and cash equivalents 31 December 31 December 2023 2022 m m 338 7 280 0 338 7 280 0 4 5 2 Reconciliation of profit after income tax to net cash generated from operating activities Profit after income tax Adjustments for Income tax expense Income tax payment Depreciation expense Amortisation expense Share of profits of joint ventures Dividends received from joint ventures Amortisation of capitalised borrowing costs Share based payment expense Other 2023 m 189 8 80 3 58 2 106 6 39 1 3 6 1 0 2 4 4 4 1 2 2022 m 191 2 30 1 25 7 104 1 55 0 3 5 2 6 1 7 7 6 1 5 Changes in working capital Trade and other receivables Contract assets Inventories Trade and other payables Contract liabilities Employee benefit liabilities Provisions Net cash generated from operating activities 87 7 2 4 4 1 32 3 107 8 5 6 35 2 305 9 21 6 109 3 10 7 53 8 85 9 32 7 40 1 289 9 Ventia Annual Report 2023 123
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 4 6 Borrowings 4 6 1 Capital structure The Group manages its capital structure with the objective of enhancing long term shareholder value through funding its business at an optimised weighted average cost of capital 4 6 2 Borrowings Borrowings Capitalised borrowing costs Total borrowings 31 December 31 December 2023 2022 m m 750 0 750 0 4 2 5 1 745 8 744 9 i Syndicated Banking Facilities On 23 November 2021 the Group executed a syndicated facility agreement for the provision of syndicated term loan facilities and a syndicated revolving cash facility Syndicated Banking Facilities The Syndicated Banking Facilities have an aggregate commitment of 1 150 0 million and comprise 750 0 million of term loan facilities spread equally across three tranches each of which is fully drawn at 31 December 2023 and 2022 and a 400 0 million four year revolving cash facility which is undrawn at 31 December 2023 and 2022 In November 2023 the 250 million term loan originally maturing on 23 November 2024 with annual interest rate of BBSY 140 bps was extended to 23 November 2028 with a revised annual interest rate of BBSY 160 bps The Syndicated Banking Facilities have variable interest rates based on BBSY plus a margin These facilities attract commitment fees common with this type of facility The Syndicated Banking Facilities are guaranteed by the Guarantor Group which comprises of no less than 90 of EBITDA and 90 of total tangible assets of the Group The Group has entered into swap arrangements to mitigate its exposure to unfavourable interest rate movements The swap arrangements satisfy the requirements for hedge accounting and are accounted for accordingly Refer to Note 4 7 ii Covenants on financing facilities The Syndicated Banking Facilities are unsecured and contain financial covenants which are tested monthly and reported semiannually The financial covenants include requirements on the Group s leverage ratio and interest cover ratio The Group was in compliance with all of its financial covenants as at 31 December 2023 and throughout the year iii Bank guarantees and insurance bonds The Group has 690 0 million 2022 765 0 million of bank guarantee and insurance bond facilities on a committed and uncommitted basis to support its contracting activities The Group s facilities are provided by a number of banks and insurance companies on an unsecured and revolving basis 392 5 million 2022 393 0 million of these facilities were utilised as at 31 December 2023 with 297 5 million 2022 372 0 million unutilised iv Credit ratings The Group has investment grade credit ratings of Baa2 Outlook Stable from Moody s and BBB Outlook Stable from S P as at 31 December 2023 124 Ventia Annual Report 2023
v Maturity profile The maturity profile of the Group s borrowing arrangements by financial year is represented in the below table by facility limit Syndicated term loan facilities non current Term loan Term loan Term loan Syndicated revolving cash facility Currency Annual Interest Rate Maturity AUD BBSY 150bps AUD BBSY 160bps AUD BBSY 160bps 23 November 2025 23 November 2026 23 November 2028 AUD 23 November 2025 m 250 0 250 0 250 0 750 0 400 0 4 7 Financial risk management The Group s activities expose it to several financial risks including market risk interest rate and foreign exchange risk liquidity risk and credit risk The Group manages financial risk through Board approved policies and procedures These specify the responsibility of the Board of Directors and senior management regarding the management of financial risk Financial risk is managed centrally by the Group s Treasury and Finance team under the direction of the Board The Treasury and Finance team manages risk exposures primarily through delegated authority limits and defined measures The Treasury and Finance team regularly monitors the Group s exposure to any of these financial risks and reports to the Board The Group does not enter into or trade financial instruments including derivative financial instruments for speculative purposes 4 7 1 Market risk Market risk is the risk that changes in market prices such as interest rates foreign exchange rates and equity prices will affect the Group s financial performance or the value of its financial instrument holdings The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising returns i Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial asset or financial liability will change as a result of changes in market interest rates The Group is exposed to interest rate risk as it borrows at floating interest rates and adverse movements in floating interest rates will increase the cost of floating rate debt The Group s exposure to market interest rates relates primarily to its long term borrowings All interest rate exposures are identified quantified monitored and managed centrally by the Group s Treasury and Finance team The Group has a list of approved financial instruments which can be used to manage interest rate risk Sensitivities have been based on a movement in interest rates of 25 basis points 2022 100 basis points across the yield curve of the relevant currencies The selected basis point increase or decrease represents the Group s assessment of the possible change in interest rates on variable rate instruments At the reporting date an increase decrease in interest rate of 25 basis points 2022 100 basis points will Decrease increase full year net profit after income tax of 0 7 million 2022 nil million as a result of the unhedged portion of the Group s variable rate borrowings and Increase decrease full year other comprehensive income net of income tax by 2 0 million 2022 3 6 million as a result of the changes in fair value of derivatives designated in a cash flow hedge Ventia Annual Report 2023 125
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 ii Foreign exchange risk Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates The Group s exposure to the risk of changes in foreign exchange rates relates to the Group s foreign operations where revenues or expenses are denominated in a different currency primarily New Zealand dollars from the Group s presentation currency At the reporting date a 5 appreciation depreciation in the New Zealand dollar against the Australian dollar will increase decrease full year other comprehensive income by 5 3 million 31 December 2022 3 8 million The movement represents the Group s assessment of the possible changes in spot foreign exchange rates iii Hedging arrangements At the reporting date the fair value and notional amounts of derivatives entered into for hedging purposes for the Group are Cash flow hedges Interest rate swaps Total Notional Value1 2023 m 2022 m Fair Value Asset 2023 m 2022 m Fair Value Liability Fair Value Loss Gain Recognised in Other Comprehensive Income 2023 m 2022 m 2023 m 2022 m 1 275 0 750 0 5 5 9 7 2 7 0 3 2 0 13 0 1 275 0 750 0 5 5 9 7 2 7 0 3 2 0 13 0 1 At 31 December 2023 the notional value for interest rate swaps includes 900 0 million of forward starting swaps 31 December 2022 nil At the reporting date the following items are designated as hedged items Cash flow hedges Borrowings Total Carrying Amount of Hedged Items 2023 m 2022 m 375 0 375 0 750 0 750 0 Cash Flow Hedge Reserve 2023 m 2022 m 1 9 6 4 1 9 6 4 The above hedge relationships are assessed to be highly effective with insignificant hedge ineffectiveness Interest rate swaps The interest rate swaps are designated in a cash flow hedge on exposure from the variable rate borrowings refer to Note 4 6 2 4 7 2 Liquidity risk Liquidity risk is the risk that the Group will not have sufficient funds to meet its financial commitments as and when they fall due Liquidity risk management involves maintaining available funding and ensuring the Group has access to an adequate amount of committed credit facilities The Group s objective is to maintain a balance between continuity of funding and flexibility through the use of loans bank overdrafts and finance leases The treasury and finance team manages liquidity risk through frequent and periodic cash flow forecasting and analysis The Group has a 400 0 million four year revolving cash facility which is undrawn at 31 December 2023 and cash at bank and on hand of 338 7 million as at 31 December 2023 which will be available to fund working capital and expansion requirements These facilities may be drawn at any time subject to the terms of the lending agreements Some facilities are subject to certain financial covenants and undertakings No covenants or undertakings have been breached during the period 126 Ventia Annual Report 2023
The following tables detail the Group s undiscounted non derivative financial liabilities and derivative financial liabilities and their contractual maturities 31 December 2023 Non derivative financial liabilities Borrowings Trade and other payables Maturity Analysis of Undiscounted Cash Outflow One Year or Less One to Two Years Two to Five Years m m m 38 2 658 8 697 0 287 1 287 1 548 8 548 8 Total m 874 1 658 8 1 532 9 Derivative financial liabilities Interest rate swaps Total 697 0 0 8 0 8 287 9 2 2 2 2 551 0 3 0 3 0 1 535 9 31 December 2022 Non derivative financial liabilities Borrowings Trade and other payables Maturity Analysis of Undiscounted Cash Outflow One Year or Less One to Two Years Two to Five Years m m m 43 2 690 7 733 9 292 0 292 0 540 8 540 8 Total m 876 0 690 7 1 566 7 Derivative financial liabilities Interest rate swaps Total 0 3 0 3 734 2 292 0 540 8 0 3 0 3 1 567 0 For floating rate instruments the amount disclosed is determined by reference to the interest rate at the last repricing date Cash flows represented are contractual and calculated on an undiscounted basis based on current rates at the reporting date 4 7 3 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group The Group is exposed to counterparty credit risk arising from its operating activities primarily customer receivables and financing activities including deposits with banks and financial institutions foreign exchange and other financial instruments The maximum exposure to credit risk arising from potential default of the counterparty is equal to the carrying amount of the financial assets Credit risks related to balances with banks and financial institutions are managed by the Group s finance team in accordance with approved policies Such policies only allow financial derivative instruments to be entered into with high credit quality financial institutions Trade receivables consist of receivables from government agencies and corporations Receivables balances are monitored regularly with the result that the Group s exposure to credit losses to date have been negligible At the reporting date no material credit risk exposure existed in relation to potential counterparty failure on such financial instruments except for certain trade and other receivables with impairment allowance recognised refer to Note 3 1 Ventia Annual Report 2023 127
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 Guarantees Details of outstanding guarantees are provided in Note 6 1 The Group is in the normal course of business required to provide guarantees and letters of credit on behalf of controlled entities joint ventures and related parties in respect of their contractual performance related obligations Maximum credit exposure The carrying amount of the Group s financial assets represents the maximum credit exposure The Group s maximum exposure to credit risk at the reporting date was Cash and cash equivalents Trade receivables and contract assets net of impairment allowance Other receivables Amounts receivable from related parties Derivative assets Total 31 December 31 December 2023 2022 m m 338 7 280 0 841 9 783 2 6 7 2 2 14 1 16 0 5 5 9 7 1 206 9 1 091 1 The ageing of the Group s gross trade receivables before impairment allowance at the reporting date was Gross aged receivables 0 90 days Gross aged receivables more than 90 days Total 31 December 31 December 2023 2022 m m 308 4 246 3 7 7 8 5 316 1 254 8 4 7 4 Fair value measurement of financial instruments Some of the Group s financial assets and financial liabilities are measured at fair value at the end of each reporting period The following table provides information about how the fair values of these financial assets and financial liabilities are determined They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are observable Level 1 Level 2 Level 3 Fair value measurements are those derived from quoted prices unadjusted in active markets for identical assets or liabilities Fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly i e as prices or indirectly i e derived from prices Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data unobservable inputs Interest rate swaps Total Fair Value Asset 2023 m 2022 m 5 5 9 7 5 5 9 7 Fair Value Liability 2023 m 2022 m 2 7 0 3 2 7 0 3 Fair Value Hierarchy Level 2 There were no transfers between level 1 level 2 or level 3 during the year 128 Ventia Annual Report 2023
Estimation of fair values The fair value of interest rate swaps is determined using a discounted cash flow model where future cash flows are estimated based on market forward rates as at the end of the year and the contract rates discounted at a rate that reflects the credit risk of the various respective counterparties Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis The carrying value of cash and cash equivalents financial assets bank and other loans and non interest bearing monetary financial liabilities of the Group approximate their fair value Material Accounting Policies Derivatives The derivative financial instruments of the Group qualify for a cash flow hedge A derivative is presented as a non current asset or a non current liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled within 12 months Otherwise they are classified as current 4 8 Commitments for capital expenditure Capital expenditure commitments of the Group at the reporting date are as follows Estimated capital expenditure under firm contracts payable Not later than one year Later than one year not later than two years Beyond two years Total capital expenditure commitments1 31 December 31 December 2023 2022 m m 8 2 10 1 8 2 10 1 1 There were no material commitments related to joint arrangements 4 9 Receivable finance arrangements The Group has a receivables financing facility with a banking institution The level of non recourse factoring across the Group was 35 2 million as at 31 December 2023 2022 34 5 million Certified receivables are sold to this banking institution on a non recourse basis and are acknowledged by the customer with payment only being subject to the passage of time Under the factoring arrangements The certified receivables are derecognised where the risks and rewards of the receivables have been transferred as the cash flow is only derived when there are goods or services provided or work performed by the Group for which it is entitled to be paid The cash flow to the Group only arises when there is an amount certified by the customer and contractually due to be paid to the Group and there are no disputes regarding the amounts due and the customer has acknowledged this by way of certification and The receipt by the Group irrevocably removes the Group s right to the certified receivable due from the customers Ventia Annual Report 2023 129
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 5 Group structure 5 1 Business combinations 5 1 1 Prior year acquisition Ventia Utility Services Pty Limited and Ventia Australia Pty Limited controlled entities of the Company entered into an agreement to acquire certain assets from ATC Energy an electrical transmission and distribution services provider headquartered in Victoria and offer employment to certain employees of ATC Energy The transaction was assessed to be a business combination The acquisition strengthens the Group s offering in the electricity and gas market The transaction was completed on 7 November 2022 The total consideration paid for the acquisition was 5 7 million Goodwill of 2 1 million was recognised Other assets and liabilities acquired were individually not material In 2022 10 0 million was paid for deferred consideration for acquisition of Kordia in 2021 5 2 Equity accounted investments Joint ventures Balance at start of year Share of profits Dividends received Balance at end of year 2023 m 5 8 3 6 1 0 8 4 2022 m 4 9 3 5 2 6 5 8 Joint Venture Aroona P T Pty Ltd Brisbane Motorway Services Pty Limited Gateway Motorway Services Pty Limited Skout Solutions Pty Limited SV Joint Venture Pty Limited Translink Investments Pty Limited Ventia Boral Amey NSW Pty Limited1 Ventia Boral Amey QLD Pty Limited1 Venture Smart Pty Limited Skout Solutions NZ Limited Broadspectrum WorleyParsons JV M Sdn Bhd Country of Incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand Malaysia Statutory Reporting Date 31 December 30 June 30 June 31 December 31 December 30 June 31 December 31 December 31 December 31 December 31 December Ownership Interest 31 December 31 December 2023 2022 50 0 50 0 50 0 50 0 50 0 50 0 50 0 50 0 50 0 50 0 50 0 50 0 66 6 66 6 64 4 64 4 50 0 50 0 50 0 50 0 50 0 50 0 1 While the Group holds a greater than 50 interest in these joint venture entities voting rights on key matters are shared among the joint venture entity participants and therefore the Group accounts for these joint venture entities using the equity method 130 Ventia Annual Report 2023
The Group s share of the joint ventures carrying amounts is presented below in aggregate as they are individually immaterial Carrying amounts Current assets Non current assets Current liabilities Non current liabilities Net assets Total comprehensive income Profit after income tax Total comprehensive income 2023 m 17 4 8 4 8 6 9 7 7 5 3 1 3 1 2022 m 15 3 9 9 9 4 10 0 5 8 3 5 3 5 There are no material commitments held by joint ventures 5 3 Joint operations The Group has the following interests in joint operations whose primary activity is providing services Joint Operation Allwater Arup Pty Limited BMD Constructions Pty Ltd Ventia Pty Limited Smartways BRSJay Confluence Water Gold Coast Infrastructure Solutions Trace UJV 1 Utilita Water Solutions Ventia Boral Amey NSW1 Ventia Boral Amey QLD1 Watersure Ventia Wajarri Enterprises JV Country of Incorporation or Establishment Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Ownership Interest 2023 2022 50 0 50 0 20 0 20 0 50 0 50 0 42 5 42 5 50 0 50 0 80 0 80 0 50 0 50 0 66 6 66 6 64 4 64 4 40 0 40 0 50 0 1 While the Group holds a greater than 50 interest in these joint operations as they are formed by contractual arrangements and are not entities the Group recognises its share of assets liabilities revenue and expenses arising from these arrangements Ventia Annual Report 2023 131
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 5 4 Subsidiaries 5 4 1 Deed of Cross Guarantee Ventia Services Group Limited and each of the wholly owned subsidiaries set out below together referred to as the Closed Group have entered into a Deed of Cross Guarantee Deed as defined in ASIC Corporations Wholly owned Companies Instrument 2016 785 the Instrument The effect of the Deed is that each entity in the Closed Group guarantees the payment in full of all debts of the other entities in the Closed Group in the event of their winding up Pursuant to the Instrument the wholly owned subsidiaries within the Closed Group are relieved from the requirement to prepare audit and lodge separate financial reports i Parties to the Deed Name of Entity Broadspectrum Finance Pty Ltd Broadspectrum Holdings Pty Ltd Broadspectrum International Pty Ltd Broadspectrum Oil Gas Pty Ltd Broadspectrum Pty Ltd BRS Holdco Pty Ltd Easternwell Group Assets Pty Ltd Easternwell Group Investments Pty Limited Easternwell Group Operations Pty Ltd Easternwell Group Pty Ltd Easternwell WA Pty Ltd Piver Pty Ltd Ventia Asset Infrastructure Services Pty Limited Ventia Australia Pty Ltd Ventia Finco Pty Ltd Ventia Holdings I Pty Limited Ventia Property Pty Ltd Ventia Pty Limited Ventia Services Group Limited Ventia Services Pty Ltd Ventia Solutions Pty Limited Ventia Utility Services Pty Limited Visionstream Australia Pty Limited Visionstream Pty Limited Visionstream Services Pty Limited ii Financial position and performance A Statement of Profit or Loss and Statement of Financial Position for the entities which are party to the Deed at the reporting date are as follows Revenue Expenses Share of profits of joint ventures Earnings before interest income tax depreciation and amortisation Depreciation expense Amortisation expense Earnings before interest and income tax Net finance costs Profit before income tax Income tax expense Profit after income tax 2023 m 5 095 0 4 687 0 3 6 411 6 82 5 36 5 292 6 45 1 247 5 58 2 189 3 2022 m 4 550 2 4 215 7 3 5 338 0 79 7 35 1 223 2 31 6 191 6 17 0 174 6 132 Ventia Annual Report 2023
Current assets Cash and cash equivalents Trade and other receivables Contract assets Inventories Current tax assets Derivative assets Total current assets Non current assets Trade and other receivables Investment in subsidiaries Equity accounted investments Derivative assets Deferred tax assets Right of use assets Property plant and equipment Intangible assets Goodwill Total non current assets Total assets Current liabilities Trade and other payables Contract liabilities Derivative liabilities Employee benefit liabilities Provisions Lease liabilities Current tax liability Total current liabilities Non current liabilities Contract liabilities Employee benefit liabilities Provisions Derivative liabilities Lease liabilities Borrowings Total non current liabilities Total liabilities Net assets Equity Share capital Reserves Retained earnings Total equity 31 December 31 December 2023 2022 m m 320 9 323 4 486 3 22 4 11 1 5 5 1 169 6 266 3 247 1 484 5 20 8 4 5 1 023 2 15 0 50 0 8 4 191 2 88 2 112 2 45 7 1 072 6 1 583 3 2 752 9 11 0 50 0 5 8 5 2 229 1 93 5 124 6 67 7 1 072 6 1 659 5 2 682 7 562 2 338 1 136 8 33 6 32 6 1 103 3 631 1 270 6 0 3 139 1 26 3 34 2 11 8 1 113 4 65 8 74 7 143 8 2 7 63 9 745 8 1 096 7 2 200 0 552 9 21 1 77 8 154 4 67 5 744 9 1 065 7 2 179 1 503 6 374 5 30 7 209 1 552 9 374 5 30 3 159 4 503 6 Ventia Annual Report 2023 133
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 5 4 2 Details of subsidiaries The subsidiaries of Ventia Services Group Limited are as follows Name of Entity BE MG Pty Ltd 1 BR I Pty Ltd 1 Broadspectrum East Timor Pty Ltd 1 Broadspectrum Finance Pty Ltd 1 2 Broadspectrum Holdings Pty Ltd 1 2 Broadspectrum International Pty Ltd 1 2 Broadspectrum Oil Gas Pty Ltd 1 2 Broadspectrum USM Holdings Pty Ltd 1 Broadspectrum Australia QLD Pty Ltd 1 Broadspectrum Escrow Pty Ltd 1 Broadspectrum Holdings Delaware Pty Ltd 1 Broadspectrum Pty Ltd 1 2 Broadspectrum Services Pty Ltd 1 BRS Holdco Pty Ltd 1 2 ChargePoint Pty Limited 1 Delron Cleaning Pty Ltd 1 Delron Group Facility Services Pty Limited 1 Eastern Catering Services Holdings Pty Ltd 1 Eastern Catering Services Pty Ltd 1 Eastern Pressure Control Pty Ltd Eastern Well Rigs Pty Ltd 1 Eastern Well Service No 2 Pty Ltd 1 Easternwell Drilling Holdings Pty Ltd 1 Easternwell Drilling Services Assets Pty Ltd 1 Easternwell Drilling Services Labour Pty Ltd 1 Easternwell Drilling Services Operations Pty Ltd 1 Easternwell Energy Rigs Pty Ltd 1 Easternwell Group Assets Pty Ltd 1 2 Easternwell Group Investments Pty Limited 1 2 Easternwell Group Operations Pty Ltd 1 2 Easternwell Group Pty Ltd 1 2 Easternwell WA Pty Ltd 1 2 Gorey Cole Drillers Pty Ltd 1 Gorey Cole Holdings Pty Ltd 1 ICD Asia Pacific Pty Limited 1 O G C Services Pty Ltd 1 Piver Pty Ltd 1 2 Silcar Pty Ltd 1 Ten Rivers Pty Ltd 1 TS Procurement Pty Ltd 1 Ven Air Pty Ltd 1 3 Ventia Asset Infrastructure Services Pty Limited 1 2 Ventia Australia Pty Ltd 1 2 Ventia Environmental Services Pty Limited 1 Ventia Finco Pty Limited 1 2 Ventia Holdings I Pty Limited 1 2 Ventia IP Holdings Pty Ltd 1 Country of Incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 134 Ventia Annual Report 2023 Interest Held 2023 2022 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 51 51 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100
Name of Entity Ventia Leasing Pty Limited 1 Ventia Property Pty Ltd 1 2 Ventia Pty Limited 1 2 Ventia Services Group EIP Pty Ltd 1 Ventia Services Pty Ltd 1 2 Ventia Solutions Pty Limited 1 2 Ventia Training Pty Ltd 1 Ventia Utility Services Pty Limited 1 2 Vision Hold Pty Limited 1 Visionstream Australia Pty Limited 1 2 Visionstream Pty Limited 1 2 Visionstream Services Pty Limited 1 2 Transfield Services Asia Sdn Bhd Silcar Nouvelle Caledonie SAS BRS NZ Holdings Limited BRS NZ Limited TSNZ Pulp Paper Maintenance Limited Ventia NZ Limited Ventia NZ Operations Limited Ventia Pty Limited NZ Branch Visionstream NZ Ltd Ventia Deco LLC Country of Incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Malaysia New Caledonia New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand United States of America Interest Held 2023 2022 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 1 Entities included in the Tax Consolidated Group 2 Entities party to the Deed of Cross Guarantee pursuant to the Instrument with Ventia Services Group Limited as the holding entity under the Deed 3 This entity was previously named as Easternwell Drilling Services Holdings Pty Ltd 5 5 Parent entity information As at and throughout the financial year ended 31 December 2023 the parent entity of the Group was Ventia Services Group Limited A Statement of Profit or Loss and Statement of Financial Position for the Company are set out below Profit after income tax Total comprehensive income 2023 m 162 6 162 6 2022 m 70 4 70 4 Total current assets Total non current assets Total assets Total current liabilities Total non current liabilities Total liabilities Net assets 31 December 31 December 2023 2022 m m 11 1 1 0 464 3 453 0 475 4 454 0 69 3 75 0 69 3 75 0 406 1 379 0 Share capital Reserves Retained earnings Total equity 374 5 5 6 26 0 406 1 374 5 1 5 3 0 379 0 Ventia Annual Report 2023 135
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 Guarantees The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of certain subsidiaries Further details on the Deed of Cross Guarantee and the subsidiaries subject to the Deed are disclosed in Note 5 4 1 Other guarantees held by the parent entity are the same as those held by the Group as disclosed in Note 6 1 Commitments for capital expenditure and contingent liabilities The parent entity does not have any commitments or contingent liabilities 2022 nil except as disclosed in Note 6 1 5 6 Related parties Related parties are persons or entities that are related to the Group as defined by AASB 124 Related Party Disclosures This note provides information about transactions with related parties during the year Transactions within the Group During the year and previous years subsidiaries of Ventia Services Group Limited advanced loans to received and repaid loans from and provided treasury accounting legal taxation and administrative services to other Group entities Group entities also exchanged goods and services in sale and purchase transactions All transactions occurred on the basis of normal commercial terms and conditions Balances and transactions between the Company and its subsidiaries which are related parties of the Company have been eliminated on consolidation and are not disclosed in this note Transactions with related parties At 31 December 2022 the Company s two largest shareholders were AIF VIII Singapore Pte Limited Apollo a company domiciled in Singapore and CIMIC Group Investments No 3 Pty Limited CIMIC a company domiciled in Australia The ultimate parent entities of the respective entities above were Apollo Global Management LLC a company incorporated in the United States of America and listed on the New York Stock Exchange and Actividades de Construcci n y Servicios SA a company incorporated in Spain and listed on the Bolsa de Madrid Stock Exchange Apollo and CIMIC reduced their shareholdings in the Company in 2023 through multiple sale transactions and each holds no issued share capital in the Company as at 31 December 2023 As a result of the reduction of their shareholdings they were no longer identified as a related party to the Group according to AASB 124 Related Party Disclosures The Group had no material transactions with Apollo and CIMIC from 1 January 2023 up to the date they ceased to be related parties 136 Ventia Annual Report 2023
The following table provides the total amount of transactions that have been entered into with other related parties and outstanding balances at the end of reporting period 2023 Joint arrangements Revenue 000 65 743 65 743 Expenses 000 67 243 67 243 Current Receivables 000 5 762 5 762 Non Current Receivables 000 8 285 8 285 Current Payables 000 6 407 6 407 2022 Apollo and CIMIC and related entities1 Joint arrangements Revenue 000 15 136 64 004 79 140 Expenses 000 11 146 70 073 81 219 Current Receivables 000 751 6 259 7 010 Non Current Receivables 000 8 995 8 995 Current Payables 000 1 429 6 334 7 763 All related party relationships are based on normal commercial arm s length terms None of the non executive directors were or are involved in any procurement of these products and services 1 In the prior year the Group recognised revenue of 15 1 million for delivering project services to entities controlled by CIMIC Group and recognised expenses of 1 9 million for parent guarantee fees together with other project services performed by CIMIC related entities In addition the Group procured cloud computing services from a global IT services provider controlled by investment funds affiliated with Apollo Global Management Inc of 9 2 million Key Management Personnel compensation All transactions with Directors and Key Management Personnel including their related parties were conducted on an arm s length basis in the ordinary course of business and under normal terms and conditions for customers and employees The total remuneration for Key Management Personnel KMP is as follows Short term employee benefits Post employment benefits Other long term benefits Share based payments 2023 000 4 429 192 36 1 520 6 177 2022 000 4 831 170 36 2 106 7 143 Details of equity instruments provided as compensation to KMP and shares issued on exercise of these instruments together with the terms and conditions of the instruments are disclosed in the Remuneration Report 6 Other 6 1 Contingent liabilities 6 1 1 Indemnities Indemnities given by third parties on behalf of the Group in the ordinary course of business are as follows Insurance performance and payment bonds 31 December 31 December 2023 2022 m m 392 5 393 0 6 1 2 Legal claims Legal claims arise in the ordinary course of business The Directors consider that appropriate provisions have been raised to reflect expected settlement amounts and finalisation of open matters and therefore no contingent liabilities for legal settlements have been noted other than disclosed below Ventia Annual Report 2023 137
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023 6 1 3 Gateway Motorway project Claims have been made by Queensland Motorways Pty Limited QML in the Supreme Court of Queensland against various parties including the head design construction and maintenance contractors of the Gateway Motorway project D C Contractor in relation to alleged defects in the motorway upgrade project Two companies in which the Group has an interest Visionstream Australia Pty Limited VA a wholly owned subsidiary and Gateway Motorway Services Pty Limited GMS a 50 50 joint venture company independently provided services to the D C Contractor in connection with the project The D C Contractor has sought to pass down the nature and the value of certain claims made against it by QML to VA and separately GMS Both VA and GMS have respectively served their defence to each allegation denying all liability The effect of contractual liability caps any applicable insurance cover and other relevant matters will need to be considered The works performed by VA relate to intelligent transport signage electrical works and light poles with a subcontract value of 38 million Based on documents currently filed in court in connection with the existing litigation the Group understands the quantum of a claim against VA could be in the order of 64 million based on other parties estimates for a the potential future cost to rectify alleged defects and b the associated lane occupancy fees to perform rectification works At this stage it is not considered probable that a liability will arise as a result of this matter 6 2 Auditors remuneration The auditors remuneration for the Group is as follows Deloitte Touche Tohmatsu and related network firms Audit or review of financial statements Group Subsidiaries and joint operations Total audit or review 2023 000 1 410 65 1 475 2022 000 1 325 120 1 445 Other assurance and agreed upon procedures under other legislation or contractual agreements Other services Other non assurance services Total other services 54 59 113 1 588 83 83 1 528 6 3 Events after the reporting period Since the end of the financial year the Directors have resolved to pay a final dividend of 9 41 cents per fully paid ordinary share 80 franked at 30 tax rate In accordance with AASB 110 Events after the Reporting Period the proposed final dividend is not recognised as a liability as at 31 December 2023 Unless disclosed elsewhere in the Consolidated Financial Statements no other material matter or circumstance has arisen since 31 December 2023 that has significantly affected or may significantly affect The Group s operations in future financial years The results of those operations in future financial years or The Group s state of affairs in future financial years 138 Ventia Annual Report 2023
Directors Declaration In the opinion of the Directors of Ventia Services Group Limited Company a there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable b the attached Consolidated Financial Statements are in compliance with International Financial Reporting Standards as stated in Note 1 1 to the Consolidated Financial Statements c the attached Consolidated Financial Statements and notes thereto are in accordance with the Corporations Act 2001 including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group and d the Directors have been given the declarations required by Section 295A of the Corporations Act 2001 At the date of this declaration the Company is within the class of companies affected by ASIC Corporations Wholly owned Companies Instrument 2016 785 The nature of the Deed of Cross Guarantee is such that each company which is party to the Deed guarantees to each creditor payment in full of any debt in accordance with the Deed of Cross Guarantee In the Directors opinion there are reasonable grounds to believe that the Company and the companies to which the Instrument applies as detailed in Notes to the Consolidated Financial Statements will as a group be able to meet any obligations or liabilities to which they are or may become subject by virtue of the deed of cross guarantee Signed in accordance with a resolution of the Directors made pursuant to Section 295 5 of the Corporations Act 2001 On behalf of the Directors David Moffatt Chairman 20 February 2024 Ventia Annual Report 2023 139
Independent Auditor s Report Deloitte Touche Tohmatsu ABN 74 490 121 060 Quay Quarter Tower 50 Bridge Street SDyedloniettye NToSuWc h2e0T0o0hmatsu AuBsNtr7a4lia490 121 060 Quay Quarter Tower T5e0l B ri6d1ge2 S9t3re2e2t7000 Sydney NSW 2000 wAuwswtr adliealoitte com au Tel 61 2 9322 7000 www deloitte com au Independent Auditor s Report to the members of Ventia Services Group Limited Independent Auditor s Report to the members of Ventia Report on the Audit of the FinanSciael Rrevpiocret s Group Limited Opinion WReephoarvteoanutdhiteeAduthdeitfoinfatnhceiaFl irneapnorctiaolfRVeepnotiratServices Group Limited the Company and its subsidiaries the Group which comprises the consolidated statement of financial position as at 31 December 2023 the cOopnisnoiolidnated statement of profit or loss and other comprehensive income the consolidated statement of changes iWn eeqhuavitey aaundditethdethceonfisnoalindcaiatel dresptoarttemofeVnetnotifacSaesrhvicfleoswGsrfoourptLhiemiyteeadr tthheen Ceonmdepda nya n danndotietss stuobstihdeiafriineasn tchiael s tGartoeumpe n tws hinicchludcoinmgparsisuems mthaerycoofnascocloiduantteidngsptaotliecmiees natnodfthfienadnirceicatloprso sditeiocnlaraastioant 31 December 2023 the consolidated statement of profit or loss and other comprehensive income the consolidated statement of changes Iin oeuqruiotpyinainodn tthhee caocncosomlipdanteydingstfainteamnceinalt roefpocratshofftlohwe sGrfour pthiseinyeaacrcothrdeannceendweidth athned CnoortpeosrattoiotnhseAfcint a2n0c0i1a l sintacltuedminegn ts including a summary of accounting policies and the directors declaration Giving a true and fair view of the Group s financial position as at 31 December 2023 and of its financial In our oppineirofno rmthaenaccecfoomr pthaenyyienagrftihneannceianldreedp oarntdof the Group is in accordance with the Corporations Act 2001 includingC omplying with Australian Accounting Standards and the Corporations Regulations 2001 Basis forGOivpiningioantrue and fair view of the Group s financial position as at 31 December 2023 and of its financial performance for the year then ended and We condCuocmtepdlyoinugr wauitdhitAuinstraaclciaonrdAacnccoeunwtitnhg SAtuasntdraalriadns aAnuddtithinegCoSrtpaonrdaatridons s OReugrurleastipoonnss2ib0i0lit1i es under those standards are further described in the Auditor s Responsibilities for the Audit of the Financial Report section of oBuarsirsepfoorrtO Wpineiaorne independent of the Group in accordance with the auditor independence requirements of the WCoerpcoorantdiuonctseAdctou2r00a1udaintdinthaececothrdicaanl creeqwuiitrhemAeunsttsraolifatnheAuAdcictoinugntSintagnPdraorfdess siOounralr esEptohnicsiablilSittiaensduanrddserBotahrods es sAtPaEnSda1r1d0s aCroedefuortfhEetrhdicesscforirbePdroifnestshieonAaul dAitcocro usnRteasnptos n sinibcilluitdieinsgfoInrdtehpeeAnudednitcoefStthaendFainradns cia tlhReepCoordtes etchtaiotnaroef roeulrevreanptortto oWuer aaurediitnodfeptheendfiennatncoifatlhreepGorrotuinp Ainusatcrcaolirad aWnceehwavitehatlhseo afuuldfiiltleodr ionudreoptehnedreentcheicraelqrueisrpeomnesnibtislitoifesthine aCcocroprodraanticoenswAitchtt2h0e0C1oadned the ethical requirements of the Accounting Professional Ethical Standards Board s WAPeESco1n1f0irmCotdheatotfhEethinicdsepfoerndPeronfceessdioenclaalraAtcioconurnetqaunitrsed inbcylutdhiengCoInrpdoerpaetniodnesnAcectS2ta0n0d1a rwdhs ic hthheasCboedeen tghivaetnartoe trheelevdairnetcttoorosuorfatuhdeitCoomf tphaenfyin awnocuialdl rbeepoinrtthineAsuasmtreatliear mWseifhgaivveenaltsootfhuelfdillieredcotourrsoatshaetr tehtehitciaml ereosfptohnissibauilidtiietosri ns raecpcoorrdt ance with the Code WWee cboenlifeirvme tthhaatt tthhee ianuddeipt eenvdideenncceedwecelahraavtieonobretaqiuniereddisbysutfhfeiciCeonrtpaonradtiaopnpsrAocptri2a0te01t owphriocvhidheasabbeaesnisgfiover noutor othpeindioirne ctors of the Company would be in the same terms if given to the directors as at the time of this auditor s report KWeey bAeulideivteMthaatttetrhse audit evidence we have obtained is sufficient and appropriate to provide a basis for our Koepyinaiound it matters are those matters that in our professional judgement were of most significance in our audit of the financial report of the Group for the current period These matters were addressed in the context of our audit oKfetyhAeufidniatnMciaaltrteeprsort as a whole and in forming our opinion thereon and we do not provide a separate opinion oKenythaeusdeitmmaatttteerrss are those matters that in our professional judgement were of most significance in our audit of the financial report of the Group for the current period These matters were addressed in the context of our audit of the financial report as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters Liability limited by a scheme approved under Professional Standards Legislation Member of Deloitte Asia Pacific Limited and the Deloitte organisation Liability limited by a scheme approved under Professional Standards Legislation 140 Ventia Annual Report 2023 Member of Deloitte Asia Pacific Limited and the Deloitte organisation
Key Audit Matter How the scope of our audit responded to the Key Audit Matter Recognition of revenue and recovery of related contract assets As disclosed in Note 2 1 the Group has recognised revenue of 5 676 4 million in the year and contract assets of 529 7 million as at 31 December 2023 Due to the range of services provided by the Group a number of different contractual arrangements exist that support the recognition and measurement of this revenue Our procedures included amongst others Evaluating management s processes and controls in respect of the recognition of revenue and related contract assets As part of this process we tested relevant controls including the review process conducted at contract tender in line with the relevant delegation of authority and contractual risk approval requirements approval of contract variations the review and authorisation controls over the monthly reporting for all contracts and Management are required to exercise judgement in determining the timing of recognition and the amount of revenue which includes amongst other matters consideration of the following interpretation of terms and conditions in relation to the relevant performance obligations in accordance with contractual arrangements determination of stage of completion and measurement of progress towards satisfaction of performance obligations where these are not satisfied at a point in time the allocation of revenue and costs to performance obligations where multiple deliverables and services exist the Group s performance against contractual obligations and the impact on revenue and costs of delivery and determination of contractual entitlement and assessment of the probability of customer approval of changes in price When revenue is recognised a corresponding contract asset is also recorded in the consolidated statement of financial position representing the Group s right to consideration for the services transferred to date Contract assets include amounts recognised as variable consideration project reviews undertaken by management Making enquiries of project leaders on a sample basis across the Group s operating sectors to enhance our understanding of the Group s contracting processes and to discuss directly with project management the risks and opportunities in relation to individual contracts Selecting and testing a sample of contracts based on a number of quantitative and qualitative risk factors which may indicate that a greater level of judgement is required in recognising revenue These factors included amongst others history of issues identified high potential impact and high likelihood of risk events material new contracts significant aged contract assets high value contracts and loss making contracts Selecting and testing a sample from the remaining population of contracts For the contracts selected the following procedures were performed where relevant amongst others obtaining and reviewing the key contract terms and conditions to evaluate whether these were reflected in management s recognition of revenue assessing whether the relevant performance obligations had been met and the value of revenue recognised is in accordance with the contractual terms Ventia Annual Report 2023 141
INDEPENDENT AUDITOR S REPORT Contract assets are reclassified to trade receivables when these amounts have been certified or invoiced to a customer We have focused on the recognition of revenue and of the related contract assets as a key audit matter due to the number and type of estimates made over the course of a contract and the unique nature of individual contract terms where applicable assessing the forecast costs to complete through enquiries of project managers and finance personnel and agreeing to relevant support testing contractual entitlement relating to contract modifications variations and claims recognised within contract revenue to supporting documentation and by reference to the underlying contracts and evaluating contract performance in the period from 1 January 2024 to the date of this report to assess the validity of management s revenue recognition judgements Other Information The directors are responsible for the other information The other information comprises the information included in the Group s annual report for the year ended 31 December 2023 but does not include the financial report and our auditor s report thereon Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the financial report our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated If based on the work we have performed we conclude that there is a material misstatement of this other information we are required to report that fact We have nothing to report in this regard Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement whether due to fraud or error In preparing the financial report the directors are responsible for assessing the ability of the Group to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations or has no realistic alternative but to do so Auditor s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement whether due to fraud or error and to issue an auditor s report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report 142 Ventia Annual Report 2023
As part of an audit in accordance with the Australian Auditing Standards we exercise professional judgement and maintain professional skepticism throughout the audit We also Identify and assess the risks of material misstatement of the financial report whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Group s internal control Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors Conclude on the appropriateness of the directors use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group s ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditor s report to the related disclosures in the financial report or if such disclosures are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditor s report However future events or conditions may cause the Group to cease to continue as a going concern Evaluate the overall presentation structure and content of the financial report including the disclosures and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report We are responsible for the direction supervision and performance of the Group s audit We remain solely responsible for our audit opinion We communicate with the directors regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable actions taken to eliminate threats or safeguards applied From the matters communicated with the directors we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters We describe these matters in our auditor s report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication Ventia Annual Report 2023 143
INDEPENDENT AUDITOR S REPORT Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the Directors Report for the year ended 31 December 2023 In our opinion the Remuneration Report of Ventia Services Group Limited for the year ended 31 December 2023 complies with section 300A of the Corporations Act 2001 Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 Our responsibility is to express an opinion on the Remuneration Report based on our audit conducted in accordance with Australian Auditing Standards DELOITTE TOUCHE TOHMATSU H Fortescue Partner Chartered Accountants Sydney 20 February 2024 G Muller Partner Chartered Accountants Sydney 20 February 2024 144 Ventia Annual Report 2023
Shareholder Information Pictured Ventia employees at CEO Strategy Roadshow NSW Ventia Annual Report 2023 145
SHAREHOLDER INFORMATION The following information is provided regarding the Issued Capital of Ventia as at 2 February 2024 The Issued Capital consisted of 855 484 445 fully paid ordinary shares Ventia s fully paid ordinary shares are listed on the Australian Securities Exchange under the code VNT with a secondary listing on the NZX Holders of VNT s fully paid ordinary shares have at general meetings one vote on a show of hands and upon a poll one vote for each fully paid ordinary share held by them Unmarketable parcels There were 76 holders of less than a marketable parcel of 157 shares Distribution schedule of ordinary shares Range 1 1 000 1 001 5 000 5 001 10 000 10 001 100 000 100 001 Over Total Total holders 1 394 4 542 2 331 2 784 105 11 156 Securities 743 029 12 417 916 17 853 011 66 171 562 758 298 927 855 484 445 Percentage 0 09 1 45 2 09 7 73 88 64 100 20 largest holders of ordinary shares Rank Name 1 HSBC CUSTODY NOMINEES AUSTRALIA LIMITED 2 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 3 CITICORP NOMINEES PTY LIMITED 4 NATIONAL NOMINEES LIMITED 5 VENTIA SERVICES EIP PTY LTD 6 HSBC CUSTODY NOMINEES AUSTRALIA LIMITED A C 2 7 BNP PARIBAS NOMINEES PTY LTD 8 WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED 9 BNP PARIBAS NOMS PTY LTD 10 CITICORP NOMINEES PTY LIMITED 11 MR RICHARD OLIVIER KELLEWAY 12 BNPP NOMS PTY LTD HUB24 CUSTODIAL SERV LTD 13 FIRST SAMUEL LTD ACN 086243567 14 NAVIGATOR AUSTRALIA LTD 15 CITICORP NOMINEES PTY LIMITED 16 UBS NOMINEES PTY LTD 17 NETWEALTH INVESTMENTS LIMITED 18 BNP PARIBAS NOMINEES PTY LTD 19 HSBC CUSTODY NOMINEES AUSTRALIA LIMITED GSI EDA 20 BURJOR PTY LTD Totals Top 20 holders of Fully Paid Ordinary Shares Total Total Remaining Holders Balance Securities 214 789 571 184 683 634 166 711 187 54 762 012 22 604 302 21 235 231 18 342 023 10 450 000 9 637 549 5 923 136 4 273 525 3 478 066 3 143 677 3 059 964 2 292 755 2 207 627 1 400 720 1 379 600 1 231 969 1 224 705 732 831 253 122 653 192 Percentage 25 11 21 59 19 49 6 40 2 64 2 48 2 14 1 22 1 13 0 69 0 50 0 41 0 37 0 36 0 27 0 26 0 16 0 16 0 14 0 14 85 66 14 34 146 Ventia Annual Report 2023
Substantial shareholders of Ventia Substantial shareholder Vanguard Group Northcape Capital Pty Ltd The Capital Group Companies Effective Date 24 01 2024 16 11 2023 5 05 2023 Securities 42 846 863 45 739 722 47 276 758 Percentage 5 01 5 35 5 53 Disclaimer The information in this Annual Report is given in good faith and derived from sources believed to be accurate at this date but no warranty of accuracy or reliability is given and no responsibility arising in any way including for reason of negligence for errors or omission herein is accepted by Ventia Services Group Limited or its respective officers This Annual Report is general advice and does not take into account the particular investment objectives financial situation or particular needs of the investor Before making any investment in Ventia the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs objectives and financial circumstances and consult an investment advisor if necessary Investor Information Share Registry Shareholders with enquiries about their shareholdings can also contact VNT s Share Registry Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Telephone 1300 850 505 free call within Australia International 61 3 9415 4000 Website www au computershare com Investor When communicating with the Share Registry it will assist if you can quote your current address together with your Security Reference Number SRN or Holder Identification Number HIN as shown on your Issuer Sponsored CHESS statements Website access Ventia s Investor Centre is available online at www ventia com investor centre The Investor Centre provides you with easy access to important information about VNT s performance including annual reports investor presentations share price graphs and general security holder information The Share Registry section in our Investor Centre also provides access to update your details with the Share Registry Computershare including checking your holding balance viewing saving or printing interest payment summaries transaction summaries and dividend statements for shareholders updating or amending your bank account electing to receive communications electronically and downloading a variety of forms Computershare also offers shareholders the ability to register and create a portfolio view of their holdings registration is free To create a portfolio please go to www au computershare com investor Final share dividend The final dividend of 9 41 cents per share franked to 80 will be paid on 5 April 2024 The total dividend for 2023 is 17 72 cents The final dividend is paid on a 75 payout ratio of NPATA for the period from 1 January 2023 to 31 December 2023 As the final dividend will only be paid via direct credit Australian and New Zealand shareholders need to nominate a bank building society or credit union account within these jurisdictions Payments are electronically credited on the dividend payment date and confirmed by a mailed or electronic payment advice Payment instructions can either be lodged online or an appropriate form can be downloaded from Computershare s website On market buy back There is currently no on market buyback program Ventia Annual Report 2023 147
SHAREHOLDER INFORMATION Corporate Directory Ventia Services Group Limited ABN 53 603 253 541 Level 8 80 Pacific Highway North Sydney NSW 2060 Website www ventia com Investor Relations www ventia com investor centre Email investors ventia com Directors of Ventia Services Group Limited David Moffatt Chair Dean Banks Managing Director and Group CEO Jeff Forbes Lynne Saint Anne Urlwin Sibylle Krieger Damon Rees Kevin Crowe resigned effective 21 February 2024 Steven Martinez alternate resigned effective 21 February 2024 Company Secretary Debbie Schroeder Rebecca Tweedie Sustainability Report Our 2023 Sustainability Report was published on 21 February along with the disclosure of our FY23 results The report is available on our website https www ventia com campaign sustainability report 2023 Corporate Governance Statement Our Corporate Governance Statement is in the Corporate Governance section of our website www ventia com who we are corporate governance Annual General Meeting VNT s Annual General Meeting is scheduled to be held on Thursday 23 May 2024 Closing date for the receipt of nominations from persons wishing to be considered for election as a director is 15 March 2023 148 Ventia Annual Report 2023
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