Downer’s Board of Directors are committed to ensuring that the company maintains an effective system of corporate governance. Downer’s corporate governance framework provides the platform from which:

  • The Board is accountable to shareholders for the operations, performance and growth of the Company
  • Downer’s management and leadership is accountable to the Board
  • Downer’s management is responsible for Downer’s culture and delivery of results
  • The risks to Downer’s organisation are identified and managed
  • Downer effectively communicates with its shareholders and the investment community.

The Board Charter sets out the structure, functions and responsibilities of the Board and the principles for the operation of the Board. It also describes the functions delegated to management. 

Board Committees assist the Board in carrying out its responsibilities.

The nomination and selection processes for the Downer Board and its committees is outlined in the Nomination and Corporate Governance Committee Charter (link to Charter). This includes criteria and consideration for:

  • Views of stakeholders (including shareholders)
  • Diversity
  • Independence
  • Competencies relevant to the impacts of Downer.

In recognising the need for the highest standards of corporate behaviour and accountability, the Board of Directors endorses the ASX Corporate Governance Council’s Corporate Governance Principles. These are to:

  • Lay solid foundations for management and oversight
  • Structure the Board to be effective and add value
  • Instill a culture of acting lawfully, ethically and responsibly
  • Safeguard the integrity of corporate reports
  • Make timely and balanced disclosures
  • Respect the rights of security holders
  • Recognise and manage risk
  • Remunerate fairly and responsibly.

Further information on how Downer applies these principles is found in our Annual Report.