Governance and organisational structure

Organisational structure and corporate governance arrangements.

STC’s Ministers

Minister for Transport Infrastructure

Pursuant to a declaration by the Premier under the Act, the Minister for Transport Infrastructure is the responsible minister (Minister) for STC during the delivery phase of the NEL, responsible for policy outcomes of STC.

The Hon. Jacinta Allan MP was appointed as the Minister for Transport Infrastructure in November 2018. She is also the Deputy Premier of Victoria, Minister for the Suburban Rail Loop and Minister for Commonwealth Games Delivery.

The Minister for Transport Infrastructure is responsible for promoting the development of the transport infrastructure in Victoria. The Minister also manages the provision of transport infrastructure services to the Government.

It is anticipated that the responsibility for STC once the NEL is open to road users will transfer to the Minister for Roads and Road Safety.

Treasurer of Victoria

Under the Act, the Treasurer is the shareholder minister and therefore responsible for financial outcomes of STC. The Treasurer also has certain approval rights and obligations relating to tolling aspects of STC.

The Hon. Tim Pallas MP was appointed as the Treasurer of Victoria in December 2014. He is also the Minister for Economic Development, Minister for Industrial Relations and Minister for Trade.

STC’s Board of Directors

Jason Loos

Mr Loos was appointed to the Board on 1 March 2021 as Chairperson and resigned on 15 August 2022.

He is the Deputy Secretary, Commercial Division at DTF and is responsible for providing commercial and risk management advice to the Government. He has extensive experience in the commercial structuring and delivery of infrastructure projects, including extensive experience in the delivery of PPPs and the corporate governance oversight of significant Victorian Government Business Enterprises. Mr Loos is currently a Director of Melbourne Port Lessor Pty Ltd and Administrator of the State Electricity Commission of Victoria.

Dean Tighe

Mr Tighe was appointed to the Board on 1 March 2021 as Deputy Chairperson and resigned on 15 August 2022.

Mr Tighe is the Deputy Secretary, Investment and Technology at DoT and has extensive expertise in public sector investment, governance, strategy and procurement with a strong focus on stakeholder engagement and ensuring public policy and funding leads to improved community outcomes. Mr Tighe currently holds a position on the Cenitex board.

Chris Miller

Mr Miller was appointed to the Board on 1 March 2021 as Director and resigned from the Board on 28 February 2022.

Mr Miller was an Executive Director, Infrastructure, Planning and Major Projects in the Department of Premier and Cabinet (DPC). He has responsibility for leading a branch that advises the Premier and Cabinet on Victoria’s infrastructure, transport, planning, building and precincts portfolios, and support the development and implementation of key policy reforms and projects across those portfolios.

Mr Miller moved from his position in DPC to a Deputy Secretary position in the Department of Jobs, Precincts and Regions and subsequently resigned from the Board.

Tim Ada

Mr Ada was appointed to the Board on 1 March 2022 as Director and resigned on 15 August 2022.

Mr Ada is the Deputy Secretary, Economic Policy and State Productivity at DPC. His team has oversight of Victoria’s Infrastructure, Planning and Major Projects; Energy Resources and Environment; Economic Strategy; Economic Development and International. He has extensive experience across government, legal advisory and the corporate sector.

Brad Vann

Mr Vann was appointed to the Board on 15 August 2022 as Chairperson.

Mr Vann is an industry leading adviser on the delivery and long-term management of infrastructure, having worked with governments and businesses on some of Australia’s largest and most complex projects for over 35 years. He is valued for his strategic insights, industry experience, and thought leadership on emerging and future trends in infrastructure. Mr Vann has also been involved in a range of projects in the Asia-Pacific. He is the Independent Chair of the IFM Australian Infrastructure Fund Investor Advisory Committee, a pioneer and leader in infrastructure investing on behalf of institutional investors globally, managing A$64.6 billion in infrastructure. Mr Vann was a partner at Clayton Utz before retiring in 2020.

Aneetha de Silva

Ms de Silva was appointed to the Board on 15 August 2022 as Deputy Chairperson.

Ms de Silva is a senior executive with 25 years of infrastructure experience across the government and private sectors in Australia, South Africa and the Asia Pacific. She has expertise as an advisor, developer and manager of large infrastructure assets and services, especially in road and rail transport, telecommunications and property. Ms de Silva is also currently a director of the LaunchVic Board, and Vice President of Roads Australia. She has extensive experience in complex commercial and stakeholder environments.

Leilani Frew

Ms Frew was appointed to the Board on 15 August 2022 as Director.

Ms Frew has over 30 years of commercial and financial experience in the infrastructure, energy, and utilities sectors, with 20 years of experience in governance of major infrastructure investments. In 2015, Ms Frew was a member of the inaugural Board of the Sydney Motorway Corporation, the New South Wales Government owned corporation responsible for managing the WestConnex toll road in Sydney and was Chair of the WestConnex sale in 2017. Ms Frew’s senior executive roles, in both the public and private sectors, have covered all aspects of operational and major projects, particularly finance, capital markets, strategy, risk, mergers and acquisitions. Ms Frew possesses a highly valued combination of strategic, commercial and leadership experience.

The Board

The Board is responsible for the governance and oversight of STC, including its strategic direction and performance.

The Governor in Council appoints Directors for periods not exceeding three years. The Board is to consist of a Chairperson, a Deputy Chairperson and no more than nine Directors.

As at 30 June 2022, the Board is comprised of three Directors. During the year, one new Director was appointed.

The Board ensures that the Government is informed of all major issues affecting STC. The Acting Managing Director and the Interim Corporate Services Director are invited to attend each Board meeting. Attendance by Directors at Board meetings held during the reporting period is detailed below.

Directors’ fees and related party transactions with Directors and their related entities are fully disclosed in Notes 8.6 and 8.7.

Board Member Eligible to attend Attended Note
Jason Loos 14 14 -
Dean Tighe 14 14 -
Chris Miller 10 9 Mr Miller accepted a new Victorian Public Service role outside DPC and ceased to be a Director when his term expired on 28 February 2022.
Tim Ada 4 4 Mr Ada’s appointment was to replace Mr Miller to ensure STC meet the Act’s requirement that the STC Board must consist of no fewer than 3 Directors.

Committees of the Board

For the 16-month period ended 30 June 2022, STC was exempt from compliance with the Standing Directions under the FMA. As at 30 June 2022, there were no board committees.

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