Corporate
Governance
Statement
FY 2024
MEGAPORT LIMITED ABN 46 607 301 959
CONTENTS
- Introduction
- Our Values
- Our Corporate Governance Framework
- FY24 Corporate Governance Highlights
- Our Board of Directors
- Governance Principles
1. Introduction
This Corporate Governance Statement has been approved by the Board, and is current as at 22 August 2024.
At Megaport, corporate governance refers to the combination of rules, relationships, systems, and processes by which authority is exercised and controlled and encompasses the mechanisms by which the Company, the Board, and its Executive team are held to account. Megaport is committed to achieving and demonstrating the highest standards of corporate governance and ensuring that good corporate governance is at the core of how we do business.
This Corporate Governance Statement summarises the corporate governance practices that were in place for Megaport throughout the 2024 financial year (Reporting Period). Megaport reviewed its corporate governance practices against the ASX's Corporate Governance Principles and Recommendations (4th Edition) (Governance Principles) and considers that its governance arrangements were consistent with the Governance Principles during the Reporting Period. Where this summary relates to a specific recommendation made in the Governance Principles, we have included a reference to that recommendation in this Statement.
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2. Our Values
(RECOMMENDATION 3.1)
Megaport was founded on the ideals that transparency, neutrality, flexibility, immediacy, and transformation were needed in the global connectivity industry to unlock the value of cloud adoption.
The Megaport Values are derived directly from these ideals and are at the centre of everything we do - from our ongoing relationships with customers and partners, to our daily interactions with team members across Megaport.
At its core, Megaport is all about breaking down barriers, enabling agile, reliable, trusted resources, and connecting the world.
ACCELERATE
Our industry moves quickly, but we move even faster. We deeply understand our customers' and partners' needs and empower them to stay ahead of the curve, ensuring they maintaining their competitive edge. With initiative and a 'can-do' attitude, we accelerate everything we do. We bring our authentic selves to work and deliver real time services that enable customers and partners to respond to dynamic and ever-changing market dynamics immediately.
INNOVATE
Innovation is in our DNA. Our shared knowledge builds on our collective genius. Working together across the globe with a common purpose is the most optimal way of innovating our products and brings out the best of our experiences and creativity.
COLLABORATE
Our success is a collective win and together we achieve more.
CELEBRATE
We love to play as a team, win together, and recognise our colleagues
for their efforts and achievements.
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3. Our Corporate Governance Framework
This diagram demonstrates the various roles and relationships between the Board of Megaport Limited and its Committees, the Executive and the key stakeholders of Megaport, its shareholders. Megaport reports formally to its shareholders on a half-yearly basis and receives feedback from its shareholders at its Annual General Meeting.
SHAREHOLDERS
Vote at Annual General Meetings
BOARD
The Board holds ultimate responsibility for the Company's governance and oversight
and is accountable to shareholders for overall management of the Company.
4. FY24 Corporate Governance Highlights
» Reviewed our risk management framework and updated the Company's position on key risk matters. |
» Reviewed and updated our corporate governance policies and practices to ensure that they continue |
to be fit for purpose. |
» Committed to pay performance bonus incentives to employees for FY24 as equity, preserving cash |
and increasing our employee shareholder numbers. |
» Changed the way we compensate our Executive staff, putting more of their pay 'at risk' to drive |
outcomes aligned with shareholder returns. |
» Increased employee engagement and retention by continuing our employee lifestyle benefits program. |
» Refreshed and renewed Board composition at the end of FY24. |
» Updated our Board Skills matrix to focus on skills and experience aligned with the capabilities |
relevant to a global NaaS business, and tested our directors' skill sets against this. |
» Approved Megaport's Modern Slavery Statement, in compliance with the Modern Slavery Act 2018. |
» Updated our Whistleblowing policy to include modern slavery breaches as disclosable conduct. |
» Continued work to support employee development through our FY24 Mentorship Program. |
» Re-launched our Kudos/Legends Awards to recognise our outstanding performers. |
» Introduced the 15-minute challenge, a global wellness initiative for all staff. |
» Established a new diversity, equality and inclusion (DEI) working group. |
» Continued targeted development of employees via Microsoft's Women Rising Leadership Program |
and Male Allies Program. |
» Ran our FY24 Engagement Survey, with overall engagement scoring 71%, which is aligned with |
the Information Technology & Services benchmark. |
» Launched LinkedIn Learning for employees to improve their skills. |
» Improved the diversity of our organisation: |
» 27% of our workforce are women - in line with the average percentage of women in the |
technology industry globally. |
» 40% of our Senior Executive are women. |
BOARD COMMITTEES
Audit & Risk
Committee
This Committee is responsible for
establishment and maintenance of internal controls and assists the Board on the quality and reliability of financial information prepared.
Remuneration & Nomination Committee
This Committee is responsible for developing
the remuneration strategy, reviewing frameworks and policies, and reviewing remuneration outcomes.
CHIEF EXECUTIVE OFFICER
Responsible for the day-to-day management of the Company
EXECUTIVE TEAM
MEGAPORT TEAM
» | 50% of our Board are women, with female directors representing 60% of our | |
Non-Executive Directors. | ||
» | we appointed our first female Board Chair, Melinda Snowden. | |
» | Lodged our third submission to the Workplace Gender Equality Agency. | |
» | Published our first Gender Pay Gap Employer Statement. |
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Megaport is global, with 84% of revenue generated outside of Australia. Over 60% of revenue growth over the last three years has been in North America.
NORTH AMERICA
57% OF REVENUE
32% OF WORKFORCE
EUROPE
16% OF REVENUE
12% OF WORKFORCE
APAC [EXCLUDING AUS]
11% OF REVENUE
3% OF WORKFORCE
AUSTRALIA
16% OF REVENUE
53% OF WORKFORCE
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5. Our Board of Directors
Melinda | Michael | Glo |
Snowden | Reid | Gordon |
Chair & Non-Executive Director | CEO & Executive Director | Non-Executive Director |
Michael | Lauren | Jay |
Klayko | Williams | Adelson |
Non-Executive Director | Non-Executive Director | Non-Executive Director |
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5.1. Our Board's skills and experience
The Board regularly reviews the mix of knowledge, skills, experience and capabilities required to effectively govern Megaport. During the Reporting Period, the desired mix of skills and experience was updated to align more closely with the capabilities relevant to a global NaaS business and the current directors' skill sets, and experience was assessed against these capabilities. The result of this assessment is set out below. The Board considers that the current members, taken as a whole, have the appropriate mix of skills, experience and capabilities to oversee Megaport's global NaaS business, with most directors holding high levels of capabilities in most skill areas.
Megaport uses the skills matrix to assess the current composition of the Board, to assist with renewal and succession planning and to identify areas for skills development for existing directors. The assessment demonstrates Board diversity in terms of gender, with 60% of Non-Executive directors being women, and strong alignment with Megaport's largest customer base, with most directors having held senior roles in US based companies.
(RECOMMENDATION 2.2)
Number of directors with the capability | |||
Highly | Moderately | ||
Capability | Knowledge or experience | Developed* | Developed* |
NaaS/SaaS Business | Experience working in a NaaS, SaaS, cloud or digital platform business | 5 | 1 |
Global Markets | Experience in Megaport's current and emerging global markets, | 5 | 1 |
particularly in the US | |||
Product Development | Experience in digital infrastructure products and solutions, emerging | 4 | 2 |
technology trends, and implications for innovation | |||
Business Development | Experience in data driven customer insight, sales, marketing, and business | 4 | 2 |
development | |||
Executive Leadership | Experience of senior leadership in a large organisation or listed company | 5 | 1 |
Strategy | Developing and implementing the strategic direction of an organisation, | 5 | 1 |
including M&A and strategic partnerships | |||
Financial Acumen | Qualifications or experience in corporate finance, financial accounting, and | 2 | 4 |
financial markets | |||
People & Culture | Experience in talent management, remuneration frameworks, culture and | 4 | 2 |
the promotion of diversity, equity, and inclusion | |||
Managing Change | Experience managing through complexity or change | 6 | 0 |
Managing Risk | Developing, implementing and overseeing risk management policies and | 4 | 2 |
procedures | |||
ASX Governance | Knowledge of corporate governance and regulatory frameworks that | 3 | 3 |
apply to an ASX listed company | |||
Business & Political | Managing and influencing outcomes using business and political networks | 4 | 2 |
Networks | |||
Legal | Exposure to and understanding of the legal issues relevant to Megaport's | 2 | 4 |
business |
*Highly Developed: High level of proficiency, knowledge and experience in the relevant capability, including dealing with complex situations in a senior management or board role.
*Moderately Developed: Sound knowledge and understanding of the relevant capability through experience or | |
training and professional development activities. | 13 |
5.2 Board Composition
(RECOMMENDATION 2.3 AND 2.4)
Name | Role | Classification | Date appointed | Length of service | |
Melinda Snowden | Non-Executive Director | Independent | 1 | June 2021, | 3 years, 2 months |
appointed to Chair | |||||
on 30 June 2024 | |||||
Michael Reid | Executive Director | Non-independent | 15 May 2023 | 1 year, 3 months | |
Jay Adelson | Non-Executive Director | Independent | 1 | March 2019 | 5 years, 5 months |
Lauren Williams | Non-Executive Director | Independent | 5 | June 2024 | 2 months |
Michael Klayko | Non-Executive Director | Independent | 16 March 2021 | 3 years, 5 months | |
Glo Gordon | Non-Executive Director | Independent | 1 | July 2021 | 3 years, 1 month |
Bevan Slattery | Board Chair | Non-independent | 27 July 2015* | 8 years, 11 months | |
Naomi Seddon | Non-Executive Director | Independent | 1 June 2019* | 5 years, 1 month |
*Resigned 30 June 2024
Director biographies are available in the 2024 Annual Report and on the Company's website at www.megaport.com/investor/leadership-governance.
5.3 Committee Composition
Audit & Risk Committee (RECOMMENDATIONS 4.1 AND 7.1)
Name | Role | Classification | Date appointed | Length of service |
Glo Gordon | Committee Chair | Independent | 1 October 2022, | 1 year, 10 months |
appointed as Chair | ||||
on 30 June 2024 | ||||
Melinda Snowden | Member | Independent | 1 June 2021, appointed as | 3 years, 2 months |
member on 30 June 2024 | ||||
Michael Klayko | Member | Independent | 1 October 2022 | 1 year, 10 months |
Remuneration & Nomination Committee (RECOMMENDATION 2.1)
Name | Role | Classification | Date appointed | Length of service |
Lauren Williams | Committee Chair | Independent | 5 June 2024 | 2 months |
Jay Adelson | Member | Independent | 1 March 2019 | 5 years, 5 months |
Glo Gordon | Member | Independent | 1 July 2021 | 3 years, 1 month |
Naomi Seddon | Committee Chair | Independent | 1 June 2019* | 5 years, 1 month |
*Resigned 30 June 2024
The charter of each Committee is available on the Company's website at www.megaport.com/investor/leadership-governance.
Details of the number of times each Committee met during the Reporting Period and the individual attendances of Committee members is available in the 2024 Annual Report.
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6. Governance Principles
In this section, we set out in detail how Megaport has performed in relation to each Governance Recommendation during the Reporting Period.
Principle 1:
Management and Oversight
ROLE OF THE BOARD (RECOMMENDATION 1.1)
The Board is responsible for the overall corporate governance of the Company.
The respective roles of the Board and delegation to management have been formalised in the Corporate Governance Charter (Charter), which outlines the main corporate governance practices in place for the Company and to which the Board and each Director are committed. The conduct of the Board is also governed by the Company's Constitution and the Company's Code of Conduct.
The Board's roles and responsibilities include:
- Demonstrating leadership, defining the Company's purpose, and setting its strategic objectives.
- Approving the Company's statement of values and Code of Conduct to underpin the Company's desired culture and monitoring and promoting ethical and social responsibility by the Company.
- Maintaining oversight of the Company and monitoring financial and non-financial risks to the Company.
- Setting the risk appetite within which the Board expects management to operate and reviewing and monitoring the risk management framework at least annually to ensure that the Company is operating with due regard to the risk appetite set by the Board.
- Ensuring the Company's remuneration policies for Directors and Executives are aligned with the Company's purpose, values, strategic objectives, and risk appetite.
ROLE OF THE CHAIR (RECOMMENDATION 1.1(A))
The Charter sets out the role of the Chair. The Chair's responsibilities include:
- Providing leadership to the Board and the Company.
- Facilitating effective contribution from all Directors.
- Promoting constructive and respectful relations between the Board and management.
- Ensuring the Board fulfils its obligations under the Charter.
DELEGATION TO MANAGEMENT (RECOMMENDATION 1.1(B))
The Board has delegated day-to-day management of the Company to the CEO and the Executive. The CEO and the Executive is responsible for:
- Implementing the strategic objectives set by the board.
- Instilling and reinforcing the company's values.
- Operational and business management of the company within the values, code of conduct, budget, and risk parameters set by the board.
- The day-to-day running of the company.
- providing the Board with accurate, timely and clear information to enable the Board to perform its responsibilities.
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DIRECTOR APPOINTMENT (RECOMMENDATION 1.2)
The Board, with assistance from the Remuneration & Nomination Committee, considers the skills, qualifications, experience, character, education, and associations of potential candidates to the Board and conducts police checks, insolvency, and banned Director searches to confirm the suitability of candidates prior to their election. The Board considered these matters and conducted relevant checks and searches prior to Ms William's appointment to the Board on 5 June 2024.
- The company has processes in place to ensure that comprehensive information about a candidate is provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect a director. This information includes:
- The relevant director's biographical details, including their qualifications and experience and the skills they bring to the board
- The term of office currently served by the relevant director
- Confirmation that the board supports the appointment of the relevant director
During the Reporting Period, the Company provided the above information in relation to Mr Bevan Slattery, who stood for re-election as a Director at the Company's 2023 AGM.
WRITTEN AGREEMENTS (RECOMMENDATION 1.3)
The Company has entered into written agreements with each Director and Executive personally.
The terms of appointment with each Director cover matters such as the term of appointment, the time commitment envisaged committee roles and other special duties, requirements to disclose interests that could affect the Director's independence, corporate policies and procedures, indemnity and insurance arrangements, access to corporate records, and remuneration entitlements.
BOARD PERFORMANCE (RECOMMENDATION 1.6)
The Board reviews its performance annually, as well as the performance of individual Committees. A performance evaluation was undertaken in the Reporting Period in accordance with the Charter. The Board reviewed the performance of the Directors on a collective basis to identify aspects for improvement, and that analysis involved the review of the role played by each individual Director. The Board will review its process for evaluating the performance of its Board, its committees, and individual Directors for FY25 and will consider whether it is appropriate to conduct an external assessment.
EXECUTIVE PERFORMANCE (RECOMMENDATION 1.7)
The Board reviews the performance of the CEO against agreed performance hurdles determined at the start of the financial year. The CEO undertakes performance reviews of the Executives. In assessing performance, the review includes an assessment of the individual's role, the performance of the Group as well as individual targets.
The CEO provides a report to the Board on the performance of Executives, together with a recommendation on remuneration. All remuneration recommendations for Executives must be approved by the Board following consultation with the Remuneration & Nomination Committee.
A performance evaluation of the CEO and the Executive team was undertaken for FY24 in accordance with this process.
COMPANY SECRETARY (RECOMMENDATION 1.4)
The Company Secretary is responsible for:
- Advising the board and each committee on governance matters.
- Monitoring the charter to ensure it is followed.
- Coordinating the timely completion and despatch of board and committee papers and draft minutes.
- Helping to organise and facilitate the professional development of directors.
Each of the Directors is able to communicate directly with the Company Secretary and the decision to appoint or remove the Company Secretary is reserved for the Board.
Celia Pheasant performed the role of Company Secretary for the full year and her biographical details and qualifications are included in the FY23 Annual Report.
DIVERSITY (RECOMMENDATION 1.5)
We are delighted that we met or exceeded our diversity targets for female representation on our Board and Senior Executive team. We are one of only 25 companies in the ASX 200 to have appointed a female Chair. In addition to this, 60% of our Non-Executive Directors are women and 50% of our Board members are female.
As at 30 June 2024, the gender diversity of the whole organisation was 70% male, 27% female and 3% undeclared, an increase of 1% in female representation from FY23. The proportion of women Senior Executives increased from 37.5% to 40%. The Company defined 'Senior Executive' as the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Executive Vice President of Business Development and Global Channel, and Chief Legal Officer.
Our FY24 Diversity Measurable Objectives for gender diversity and our achievements against those objectives are set out below:
Objective | Actions | Outcomes | |
Women | 32% | Ten female employees participated in the 'Women Rising" program with very | 27% |
in General | positive outcomes, including enhanced leadership skills and increased confidence. | ||
Workforce | The Company made its third submission to the Workplace Gender Equality Agency | ||
Gender diversity | 37.5% | The Company continued to invite Executive minus 1 level employees to regular | 40% |
of Senior | Executive meetings, with a focus on providing female employees with the | ||
Executive team | opportunity to observe, participate and present to the Executive. | ||
Gender diversity | 35% | Work has commenced on the 'emerging professionals' program to support the | 26.5% |
at leadership | promotion and progression of Megaport employees into leadership pathways, | ||
level (E-1 levels) | for rollout in FY25. This program will have a particular focus on progression | ||
opportunities for female staff. | |||
Gender diversity | 50% | A balanced board of 50:50 male to female board members has been achieved. | 50% of all |
of the Board | Board members | ||
60% of | |||
Non-Executive | |||
directors |
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