Governance and transparency

Downer recognises that corporate governance concerns can negatively impact our stakeholders, including investors, employees and the communities in which we operate, and can lead to loss of trust and confidence. Downer’s reputation is one of our most important assets and the integrity of our people is critical to our ongoing business success.

Downer has a number of corporate policies that describe how we conduct our business and comply with our legal, regulatory and other obligations, and meet the expectations of our stakeholders. Downer is committed to ensuring all staff act in accordance with these. 

Downer recognises the importance of implementing appropriate governance mechanisms, maintaining ethical business relationships and company conduct (for example, relationships with customers, suppliers, and JV partners). Downer recognises that appropriate governance mechanisms include an effective Board structure, oversight of audit and financial performance systems and robust stakeholder management. Downer’s Annual Report contains the Group’s corporate governance statement which provides further detail.

Downer is also committed to transparency and providing stakeholders with information about our activities, products and services, and sustainability performance that is accurate, complete and timely. Downer’s culture and customer relationships is built on trust and integrity. We recognise that poor corporate governance can lead to loss of trust and confidence. 

Downer understands that, just as our business and customers are evolving, our governance structure must also evolve. We are committed to continuously improving our governance processes and policies to ensure the highest standards of corporate behaviour are met.

Business ethics

Business ethics considers how Downer manages the potential of being involved in anti-competitive behaviour and corruption. Employees must not engage or be involved in any conduct that breaches competition or anti-trust laws. Breaching these laws can have serious consequences for Downer and our people. Our people understand that even the perception of a breach of these laws will have a serious impact on the reputation of Downer and our people.

Downer is exposed to the risks of anti-competitive behaviour and corruption due to the sectors in which it operates, large market presence, competition for bids and tenders, project financing and permitting, management of subcontractors, procurement contracts, and relationships with customers.

Downer’s Directors, management, employees, contractors and agents are expected to uphold the values and behaviours set out in our Standards of Business Conduct and demonstrate the highest level of integrity. Downer’s Standards of Business Conduct set out how we communicate and demonstrate Downer’s commitment to the highest levels of integrity and honesty. Downer has zero tolerance to dishonest conduct and is committed to obeying the letter and spirit of the law in every place where we do business, including in subcontractor and procurement processes.

Downer has a formal whistle-blower policy in place to report breaches of the Standards of Business Conduct including any inappropriate, unethical, corrupt or illegal behaviour, misconduct, or any other improper state of affairs or circumstances. Downer has both internal and external processes that allow for the reporting of breaches, including ‘Our Voice’, which is an external and independent service that allows employees to anonymously report such potential breaches. Downer encourages its employees, subcontractors and partners to voice their concerns if they identify potentially unethical practices. Downer will not tolerate victimisation of a whistle-blower and is committed to providing support and protection against any reprisal for reporting a breach or potential breach.

Downer is also committed to preventing the misuse (or perceived misuse) of market sensitive information by restricting certain securities dealings undertaken by our people. Downer’s Securities Trading Policy is designed to ensure that any dealings in securities by our Directors, employees and contractors comply with legal and regulatory obligations (including the prohibition against insider trading); and the Company maintains market confidence in the integrity of dealings in its Securities.

Compliance with laws and regulations

Downer is committed to complying with the spirit and letter of the law and has a number of Board and corporate policies and procedures to ensure compliance, and investigate and remedy instances of non-compliance. Downer implements corrective actions designed to prevent instances of reoccurrence.