Governance and organisational structure

Organisational structure and corporate governance arrangements for the North East Link State Tolling Corporation (STC).

STC’s ministers

Minister for Transport and Infrastructure

Pursuant to a declaration by the Premier under the Act, the Minister for Transport and Infrastructure is the responsible minister (Minister) for STC during the delivery phase of the NEL, responsible for policy outcomes of STC. Under the Act, the Minister is one of two shareholders who hold the shareholding of STC on behalf of the Crown.

The Hon. Jacinta Allan MP was appointed as the Minister for Transport and 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 and Infrastructure is responsible for promoting the development of the transport infrastructure in Victoria. The Minister for Transport and Infrastructure also manages the provision of transport infrastructure services to the Government.

Treasurer of Victoria

Under the Act, the Treasurer is the second shareholder minister and is 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 Industrial Relations and Minister for Trade and Investment.

STC’s Board of Directors

Brad Vann

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

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. IFM is a pioneer and leader in infrastructure investing on behalf of institutional investors globally, managing A$108 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 Chair.

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 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.

Jason Loos

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

Dean Tighe

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

Tim Ada

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

Chief Executive Officer

An Nguyen

Ms Nguyen was appointed the inaugural CEO of STC on 19 June 2023 after undertaking the role of acting Managing Director for STC since the entity’s inception.

Ms Nguyen is an experienced infrastructure leader, with more than a decade and a half of solid and broad expertise in strategic leadership and innovation, major project structuring and delivery, complex commercial and funding models, and a strong policy focus gained within DTF.

She has been widely recognised for her contribution and achievement within the global infrastructure industry and Victorian public service: she was awarded the Infrastructure Partnerships Australia’s National Woman in Infrastructure in 2017, the Partnerships Bulletin’s Individual Contribution of the Year PPP Award 2018 and the prestigious Public Service Medal in the Australia Day Honours List 2021 for outstanding public service in infrastructure delivery.

The Board

Under section 21 of the Act, STC must have a Board of Directors comprising no fewer than three and no more than nine Directors, including a Chair and Deputy Chair. The Governor in Council appoints Directors for periods not exceeding three years.

Per the STC Board Charter, the Board is responsible for leading STC’s governance, setting strategic vision and objectives, overseeing key strategic and operational activities, and establishing committees as required.

As at 30 June 2023, the Board is comprised of three Directors. During the year, the three existing directors resigned and three new directors were appointed.

The Board ensures that the Government is informed of all major issues affecting STC. The CEO and the Executives are invited to attend each Board meeting as required. 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 9.3 and 9.4.

Board MemberEligible to attendAttendedNote
Brad Vann

7

7

Mr Vann’s appointment was to replace Jason Loos to ensure STC meets the Act’s requirement that the STC Board must consist of no fewer than three Directors and a Chair
Aneetha de Silva

7

7

Ms de Silva’s appointment was to replace Dean Tighe to ensure STC meets the Act’s requirement that the STC Board must consist of no fewer than three Directors and a Deputy Chair
Leilani Frew

7

7

Ms Frew’s appointment was to replace Tim Ada to ensure STC meets the Act’s requirement that the STC Board must consist of no fewer than three Directors
Jason Loos

2

2

Mr Loos resigned from the interim board on appointment of the full STC Board on 15 August 2022
Dean Tighe

2

1

Mr Tighe resigned from the interim board on appointment of the full STC Board on 15 August 2022
Tim Ada

2

2

Mr Ada resigned from the interim board on appointment of the full STC Board on 15 August 2022

Committees of the Board

The Audit and Risk Committee

The STC Board has established the Audit and Risk Committee to oversee and advise on matters of risk, accountability and internal control affecting the operations of STC, as set out in STC’s Risk Management Framework.

As at 30 June 2023, the Audit and Risk Committee is comprised of the three Board Directors.

Attendance by Directors at the Audit and Risk Committee meetings held during the reporting period is detailed below.

Committee Member

Eligible to
attend

Attended

Note

Leilani Frew

2

2

Appointed as Chair 23 March 2023
Aneetha de Silva

2

1

Brad Vann

2

2

Updated