Modern Slavery Statement FY20 Downer Group Modern Slavery Statement FY20

Chief Executive Officer Introduction

Downer is committed to operating However, Downer has designed and implemented a risk-based approach and is committed to continuously improving our processes. responsibly and establishing and adhering This includes engaging with our direct suppliers to educate, assess to high ethical and social standards. and encourage improvement in their own capacity to manage modern slavery risks within their broader supply chains. We reject any activities which may cause We will continue to collaborate with our internal and external or contribute to modern slavery, including stakeholders to address our own modern slavery risks and continue forced or bonded labour, child labour, to improve our processes. This statement was approved by the Board of Downer EDI Limited human trafficking, slavery, servitude, forced on 10 February, 2021. marriage or deceptive recruiting for labour or services.

Downer welcomes the opportunity to release this, our first Modern Slavery Statement, which outlines our approach to address and minimise the risk of modern slavery in our business operations and supply chains. Downer’s Standards of Business Conduct, which is supported by extensive policies, procedures and processes, has been put in place to help minimise this risk. This is further underpinned Grant Fenn by a robust governance process and Downer’s Business Downer Group Chief Executive Officer Integrity policy. Ensuring that modern slavery is not taking place in Downer’s workforce, which includes our supply chain beyond our direct suppliers, is challenging given the diversity of our service offerings and locations.

2 Section 1: Mandatory reporting criterion This Modern Slavery Statement covers the activities of Downer EDI Limited ABN 97 003 872 848 and its controlled entities, as informed by the Commonwealth Modern Slavery Act 2018, for the period 1 July 2019 to 30 June 2020 (FY20). A complete list of the controlled entities can be found in Downer’s latest Annual Report, which is available on our website www.downergroup.com.

To meet our seven mandatory reporting criteria, our statement is structured across eight sections.

Australian Modern Slavery Act mandatory Reference in reporting criterion this statement

Identify the reporting entity Section 1 1. Mandatory reporting criterion Page 3

Describe the reporting entity’s structure, operations and supply chains Section 2 About Downer, our structure, operations 2. and supply chain Pages 4-17

Describe the risks of modern slavery practices in the operations and supply Section 3 3. chains of the reporting entity and any entities it owns or controls Risk assessment Pages 18-21

Describe the actions taken by the reporting entity and any entities that the Section 4 4. reporting entity owns or controls to assess and address risks, including due Risk mitigation and approach to deal diligence and remediation processes with risk Pages 22-25

Describe how the reporting entity assesses the effectiveness of such actions Section 5 5. Assessment of effectivenessPage 26

Describe the process of consultation with any entities the reporting entity owns Section 6 6. or controls; and, for a reporting entity covered by a joint statement, the entity Consultation Pages 27-29 giving the statement Section 7 Training and capacity building Page 30

Include any other information that the reporting entity, or the entity giving the Section 8 7. statement, considers relevant Looking forward Page 31

Downer Group 3 Modern Slavery Statement FY20 Section 2: About Downer, our structure, operations and supply chain At Downer, our customers are at the heart of everything we do. Our Purpose is to create and sustain the modern environment by building trusted relationships with our customers. Our Promise is to work closely with our customers to help them succeed, using world-leading insights and solutions.

Downer designs, builds and sustains assets, infrastructure and facilities and we are the leading provider of integrated services in and . With a history dating back over 150 years, Downer is listed on the Australian Securities Exchange and New Zealand Stock Exchange as Downer EDI Limited (DOW). Downer supports our customers through the full life of their assets – from initial feasibility and design through to production and operations and eventual decommissioning. We build strong relationships of trust with our customers, truly understanding and predicting their needs and bringing them world-leading insights and solutions. We aim to employ the best people and bring thought leadership to each stage of the asset lifecycle as we support our customers to plan, create and sustain

Downer employs more than 52,000 people across more than 300 sites 52,000 300 primarily in Australia and New Zealand but also in the Asia-Pacific region, South America and Africa. Our business is founded on four Pillars: Thought Safety Delivery Relationships leadership

Zero Harm is We build trust by We collaborate We remain at the embedded in delivering on our to build and forefront of our Downer’s culture promises with sustain enduring industry by employing and is fundamental excellence while relationships the best people and to the company’s focusing on safety, based on trust having the courage future success value for money and integrity to challenge the and eiciency status quo

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We rely on our suppliers and subcontractors to help us deliver outstanding services for our customers and maintain our reputation as an industry leader. We expect our suppliers and contractors to comply with our standards and expectations on modern slavery.

In the 12 months ending 30 June 2020, Downer spent

$8 billion with more than 30,000 suppliers and subcontractors across our operations.

Percentage of spend by supplier category

Subcontractors 40.17% Downer’s supply chain is extensive and Consumables 10.31% varies depending on which lifecycle area we Facilities 8.24% are supporting. Raw materials 7.99% Professional services 4.83% For example, our Road Services Business Unit Fleet & fuels 4.25% purchases raw materials to manufacture and Rail 3.58% supply bituminous products, while other areas of Labour hire & recruitment services 3.41% the company, such as our Telecommunications HME 3.36% business, obtains finished goods either from ICT 3.36% purchase or customer free issue, then installs for Equipment 3.00% Logistics 2.75% customers either in-house or through managed Food & beverage 2.33% third party subcontractors. Travel 0.75% A breakdown of Downer’s FY20 supply chain Other 0.55% spend appears on the left. An overview of Tyres 0.55% Laundry 0.50% Downer’s operating structure is below and a full Building products 0.07% listing of Downer’s solutions are on Pages 6-17.

Downer Group

Transport UtilitiesFacilitiesAsset Services Core Road Services Telecommunications Government Oil & Gas Rollingstock Services Water Health & Education Power Generation Projects Power & Gas Defence Industrial Building

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Transport Downer delivers multi-disciplined solutions to customers in the transport sector.

Road services We have formed a number of strategic Downer’s Reconomy business innovates to Downer manages and maintains road networks partnerships to meet the changing needs of create best-practice solutions that maximise the across Australia and New Zealand and our customers and markets. We have long value of our customers’ assets and support the manufactures and supplies products and term asset stewardship and road management sustainability of their communities. services to create safe, efficient and reliable contracts through DM Roads in Australia, and a We deliver solutions in landfill avoidance that journeys. We offer one of the largest number of alliances in New Zealand such as the recycle and repurpose domestic, commercial, non-government owned road services Infrastructure Alliance in Hamilton, Whanganui road and construction waste materials into quality businesses in Australia and New Zealand. Alliance, Tararua Alliance, Waikato District Alliance construction and organic products. We also and the Milford Road Alliance. operate in landfill management. These efforts We create and deliver solutions to our customers’ help drive the circular economy through practical challenges through strategic asset management applications, while reducing the reliance upon and a leading portfolio of products and services. increasingly scarce virgin materials. We are a leading manufacturer and supplier Reconomy offers a detritus processing solution of bitumen-based products and an innovator that turns a stream of mixed waste into valuable in the sustainable asphalt industry and circular products and materials. We process, separate and economy, using recycled products and clean waste streams such as street sweepings environmentally sustainable methods to We work for all of Australia’s State road authorities, the New Zealand Transport into individual components that can be readily produce asphalt. Agency and a large number of local reused, and Downer has a use for those materials, Our road network solutions are underpinned government councils and authorities including asphalt for road construction. by industry-leading research, development and in both countries. Our pavement solutions use soft plastics, expired innovation, unique asset management tools and Our customers include road owners printer toner, glass, end-of-life tyres and reclaimed our commitment to safety, environment and and businesses operating in industries asphalt pavement. We have the capability to sustainability through industry awarded including waste collection and management, perpetually recycle these pavements into the Zero Harm programs. mining, construction, airports and motor racing tracks. future, providing a truly sustainable solution.

6 Transport infrastructure Transport solutions Asset management Downer has a long history of delivering We deliver multi-disciplined infrastructure Downer is a leader in asset management across Australia and New Zealand. transport infrastructure projects under a solutions and intelligent transport networks across variety of contracting models. Services include both Australia and New Zealand for roads, rail and We have many long-term asset and data intensive the design and construction of light rail, heavy light rail customers. We also supply, install and projects being managed by our experienced teams. rail, signalling, track and station works, rail safety maintain a range of technology-based systems. Downer’s Asset and Data Management Office technology, bridges and roads. We have extensive capacity in the street lighting (ADMO) promotes best practice and continuous Our integrated capabilities enable intelligent and ticketing machine sectors. Our focus on Smart improvement in asset management and data transport solutions, road network management Street Lighting has made us a market leader as we analytics to improve lifecycle management, reliability, return on capital and deliver better and maintenance, facility maintenance, utilities upgrade cities and towns. outcomes for our customers. We provide innovative services and renewable energy technologies. We are also one of the largest maintainers of solutions to fit our customers’ business needs and We also have particular expertise delivering intelligent transport system assets across maximise the returns from their assets. services within the constraints imposed by a Australia and New Zealand. live operating environment. We are committed to ensuring our group business Key capabilities: systems are aligned to ISO 55001 – the global best Australian projects include: METRONET Thornlie practice framework for asset management. to Cockburn Link, Adelaide Metro Operations Electronic signage Certifications include: and Maintenance, Warrnambool Line Upgrade, Closed Circuit Television (CCTV) RAAF Williamtown, (Stage 1), Sunbury Water Treatment Plant Traffic signals, including the use of Active , Adelaide City East End Tram Waratah and Waratah Series 2 Traffic Management Systems Extension, High Capacity Metro Trains Project rollingstock fleet, simulators and rail with the Victorian Government, Rail Street lights, including smart LED lighting depot facilities and solar powered products Maintenance, and Transport for NSW’s Transport Road network asset management system Access Program. New Zealand projects include: Managed motorways on the North East Sydney Performance City Rail Link Project, the rail and Rail signalling and rail communication Specified Maintenance Contract road rebuild for the North Canterbury Transport Ticketing machine installation and Orange Hospital and associated health Infrastructure Rebuild, Christchurch Southern maintenance. services. Motorway Stage 2 and State Highway 2 to 58, and Haywards Interchange. Downer Group 7 Modern Slavery Statement FY20 Transport Downer is Australia’s leading provider of passenger rollingstock asset management services. We also deliver multi-modal transport solutions, including for light rail and buses.

Passenger rail Sydney’s fleet Metro Queensland’s Bogie centre of Downer has over 100 years’ rail The Waratah fleet is the Melbourne’s High New Generation excellence experience providing end-to-end, pride of Sydney’s network, Capacity Metro Trains Rollingstock Our recently upgraded innovative transport solutions. delivering unprecedented project is the largest In 2019 Downer was Cardiff Service Delivery reliability, availability, single order of new trains awarded the $85 million Centre is equipped We are a leading provider of safety and comfort. in Victoria’s history. contract for modification with world-class rollingstock asset management The New South Wales The $2.3 billion project of Queensland’s New rollingstock overhaul services in Australia, with expertise Government initially includes delivery of 65 Generation Rollingstock capabilities. The $38 in delivering whole of life asset ordered 78 Waratah trains, a state-of-the-art (NGR) fleet. With works million refurbishment management support. trains, which is the maintenance facility, taking place at the includes a purpose largest rollingstock order a light service facility, historic Maryborough built eight-car train Our capability spans all sectors, in Australian history. In two driver simulators Service Delivery Centre, lift and bogie centre from rollingstock to infrastructure, 2016, Transport for NSW and maintenance of the Downer will deliver of excellence, with the and every project phase, from design ordered an additional 24 trains for over 30 years. accessibility upgrades capacity to overhaul and manufacture to through-life- and in February 2019 a The trains are being to 75 trains, and work more than 3,000 bogies support, fleet maintenance, operations further 17 Waratah trains, delivered with over 60 will continue through and 23,000 wheelsets and comprehensive overhaul of assets. known as Waratah Series per cent local content to 2024. a year. Cardiff also has 2. When the 17 Waratah and the project has the capacity to support We set industry best practice with Series 2 trains are all in created over 1,100 new technology upgrades, forward-looking technology solutions service, Downer will have jobs with over 100 long- customer experience like our TrainDNA data analytics delivered a total of 119 term maintenance jobs. It enhancements and new platform to deliver safe, efficient Waratah trains for New is being delivered by the fleet introduction. and reliable services. South Wales commuters. Evolution Rail consortium Downer is responsible for comprising Downer, the through-life-support CRRC Changchun and of the Waratah trains at Plenary. the purpose-built Auburn Maintenance Centre. Downer maintains a further 35 four-car Millennium trainsets.

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Light rail and buses Airports and ports Downer offers turnkey electrical and Through our joint venture, , We offer a comprehensive range of capabilities communications systems for the expansion we are Australia’s largest private provider of for airport customers, from pavement or upgrade of port facilities as well as multi-modal public transport solutions. Keolis construction, facilities maintenance and whole-of-life asset services for critical Downer is also the largest light rail operator in communications technologies, to open space infrastructure such as roads, rail lines, Australia and one of the nation’s most and asset management. car parks and grounds which support and connect port sites. significant bus operators. We specialise in turnkey solutions It operates and maintains in for electrical and communications systems, Our expertise also includes construction Melbourne and G:link on the Gold Coast, for new or existing airport facilities, as well and maintenance of wharves and and has significant bus operations in Western as whole-of-life asset services for critical marine structures. Australia, South Australia and Queensland. infrastructure such as roads, rail lines, car It is also the operator of the integrated public parks and grounds which support airport sites. transport system in Newcastle that includes buses, ferries and new light rail. It develops new forms of shared and customised mobility, such as on demand transport and autonomous vehicles to cater to the evolving needs of local communities. For more information visit www.keolisdowner.com.au

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Utilities Downer offers a range of services for the utility sector, incorporating traditional power and gas, renewable energy and technological communications services.

Power and gas Water Renewable energy and We offer a wide range of services including Downer is dedicated to delivering complete power systems planning, designing, constructing, operating, water lifecycle solutions for municipal and We are one of Australia’s largest and most maintaining, managing and decommissioning industrial water users. experienced providers in the renewable power and gas network assets. Our expertise includes water treatment, energy market and power systems sectors, We design and construct steel lattice wastewater treatment, water and wastewater delivering services to customers requiring transmission towers, design and build network construction and rehabilitation, both utility and commercial scale sustainable substations, construct and maintain electricity desalination and biosolids treatment. energy solutions. and gas networks, provide asset inspection As a leading provider of asset management We offer trusted services and integrated solutions and monitoring services, connect tens of services, we support our customers across the required for the entire asset lifecycle including thousands of new power and gas customers full asset lifecycle; from conceptual development procurement, assembly, design, construction, each year and provide meter, energy and water through to design, construction, commissioning commissioning and maintenance for a range of efficiency services for government, utilities and and into operations and maintenance. renewable assets. corporations throughout Australia. We collaborate with our customers to manage We offer flexible services like innovative energy Our performance on the network is benchmarked their assets, so they create community benefits systems that include self-generation and storage, at activity unit level, repeatedly demonstrable that are sustainable, innovative, cost-effective grid services such as frequency control ancillary and assessed against continually improving key and provide value to all stakeholders. services (FCAS), fast frequency response performance indicators. (FFR), grid stability and transmission terminal congestion solutions. Our expertise also includes consultancy services to customers that assist them to bridge the gap to achieve commercial viability.

10 Technology and Fleet management communications services Network security We are a leading provider of end-to-end Remedial works and proactive maintenance technology and communications service Customer connections, in-premise solutions and offer integrated civil construction, installations and service activations. electrical, fibre, copper and radio network deployment capability. Our approach is centred on reducing the risk associated with disruption to asset operations Key capabilities: and improving asset performance. Design, engineering and network Our quality delivery is managed through a widely construction of fixed and wireless networks distributed and substantial technical workforce, Mobile deployment: site acquisition, providing our customers with confidence when environmental and design services we deal directly with their customers. We listen, Network operations and help desk understand and partner with our customers to outsourcing ensure all parties’ expectations are exceeded. Network maintenance Warehousing and logistics Smart metering Smart home power and technology solutions

Downer Group 11 Modern Slavery Statement FY20 Integrated facilities services

Through Spotless we deliver tailored solutions for over 1,000 customers from a diverse range of industry sectors.

Whether it be providing critical security for Proven long term partner Education patients and clinical staff at hospitals, preparing With around 15 Public Private Partnership (PPP) We create world-class learning environments nutritious meals at schools, delivering the projects across the healthcare, education, with leading private and public schools and optimum air-conditioned climate at an airport, defence and leisure sectors, we are known tertiary institutions. Our integrated services maintaining public housing that accommodates for our value for money approach and include catering, fixing the building assets, tens of thousands of people, or ensuring the innovative management of an asset’s lifecycle. maintaining grounds and gardens, conserving elderly have clean rooms in an aged care Our experienced team focuses on our customers’ energy with air-conditioning and lighting residence, our Spotless team will take care of it. needs, develops innovations that make a solutions, and ensuring a secure environment. Spotless is the largest integrated facilities difference, and operates with a mindset to management services provider in Australia and take care of valued assets for the long term. Government New Zealand. Our customers depend on us Key partnerships include the International Spotless provides property and facilities to provide essential services for the everyday Convention Centre Sydney and the Department management services to government running of their businesses. We deliver more than of Defence. departments, agencies and authorities 100 integrated facilities services. at the federal, state and municipal level. Key capabilities: Air-conditioning, mechanical and electrical Healthcare and aged care Asset maintenance and management Spotless has a 40-year history of supporting the daily operations of hospitals across Australia Catering and hospitality and New Zealand. As a trusted partner we Cleaning deliver care-associated services that create a Facilities management safe environment for hospital staff, patients and Security and electronic solutions their guests. As healthcare providers we support hospitals and senior living facilities. Every year, Utility support. Spotless delivers more than 3.5 million hours of non-clinical support services to over 200 healthcare facilities.

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Business Stadia, venues & leisure Non-residential building We offer innovative solutions for workplaces We create great experiences to ensure the Building projects in New Zealand are delivered under our Hawkins brand. and manufacturing facilities to help them run comfort and satisfaction of fans, patrons and well. Spotless manages solutions for employee guests. With over 14 venues across Australia Hawkins is New Zealand’s leading construction business, delivering unique transformational projects across a variety wellbeing, workplace efficiency and sustainable and New Zealand, we manage small meetings of sectors including education, health, airports, commercial facility management. to large gala events. office buildings and heritage restorations. Hawkins leads Key customers include Coca-Cola Amatil For example, we provide a multi-service the industry in civic projects including art galleries, event centres, stadiums and community facilities. Complex (hard and soft facilities maintenance) and offering to the Melbourne Cricket Ground projects, such as the restoration of the earthquake- Bluescope Steel (integrated services including including catering, facility management and damaged Christchurch Town Hall, are Hawkins’ specialty. facilities management, cleaning, catering and refrigeration and air-conditioning maintenance. Hawkins believes in creating stronger communities around laundry services). us, which is why we partner locally with experts in each region. We work collaboratively with iwi, community, We are mostly known as Spotless, government, educators and trainers to support effective however you may also know us as pathways into construction and leadership. AE Smith, Alliance, EPICURE, Hawkins invests in technology, innovation and continuous improvement. We have invested in the tools to allow our Mustard, Nuvo, Skilltech, people to use Building Information Management (BIM) UAM and Envar. technology on our sites. We use Hololens and augmented reality to allow our team to experience virtual design. We complement this by capturing real-world data through laser scanning and point cloud modelling. The technology makes our operations more efficient. We use Lean Construction techniques to maximise value for our customers while minimising waste and bringing continuous improvement.

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Asset Services Downer is a leading provider of asset maintenance and specialist services to Australia’s critical economic infrastructure including the oil and gas, power generation and industrial sectors.

Photograph courtesy of Santos

We support our customers with long-term, outage services, and offers end-to-end asset Power generation relationship-based contracts where we seek to management services for Coal Seam Gas and Downer is one of the largest providers of power optimise the reliability, efficiency and whole-of- Liquefied Natural Gas sectors, and terminals, generation asset management services in life costs of their assets. refineries and petrochemical plants. Australia, offering the full range of maintenance, Our key capabilities cover the full range of We partner with our customers to deliver shutdown, turnaround, outage and sustaining services including maintenance, shutdown, success, driving continuous improvement capital works. turnaround and outage delivery, sustaining through collaboration and innovation. We’re We provide maintenance and outage services capital program delivery, project and passionate about creating value for our essential in running Australia’s power stations, commissioning services. customers, and we work closely with world- servicing customers that supply 80 per cent of leading companies including ConocoPhillips, We partner with our customers to deliver the National Electricity Market (NEM). success, driving continuous improvement Chevron, , APLNG, Santos, GLNG, Through DMH, Downer’s Alliance with through collaboration and innovation. BP and Viva to deliver projects across the oil and gas sector. Mitsubishi Power, we are also an Original Equipment Manufacturer (OEM) specialist in the Oil and gas maintenance and overhaul of boilers, turbines Asia-Pacific LNG | Origin Downer provides end-to-end asset management and generating plants. We pride ourselves on Downer works across the Surat Basin for onshore and offshore oil and gas facilities for developing long-term relationships and work in South East Queensland to support our customers that supply clean energy globally. APLNG’s CSG well delivery program. With a collaboratively with our customers including We offer state-of-the art equipment and dedicated team of technical experts, Downer CS Energy, Origin Energy, Stanwell Corporation, technology, paired with trained and competent delivers the fabrication, installation and Alinta Energy, AGL and Delta Electricity to people to support our customers through the full commissioning of coal seam gas wellsite deliver services at major power stations across asset lifecycle. infrastructure. A joint venture between the country. Origin, ConocoPhillips and Sinopec, APLNG As one of Australia’s most experienced asset is the largest producer of CSG in Australia. maintenance service providers, we operate Downer also delivers sustaining capital across multiple commodities. Downer provides projects for Origin across Queensland maintenance, shutdown, turnaround and including upgrades to their gas processing facilities.

14 Our key capabilities include asset management, Downer and CS Energy Asset reliability engineering, maintenance and BHP Australia Management Alliance shutdown planning, mechanical, structural, Downer has worked with BHP for over In 2019, Downer and CS Energy formed the electrical and instrumentation maintenance 50 years, supplying maintenance, shutdown services and sustaining capital works to relationship-focused Asset Management and construction, rope access, insulation Alliance (AMA) to provide overhaul and projects across the Western Australian Iron and scaffolding, commissioning and capital works services at the Callide and Ore, Nickel West and Olympic Dam assets. Kogan Creek power stations. The AMA works decommissioning. We work closely with BHP to plan, prepare collaboratively to scope, plan and execute Using our skilled in-house trades and and deliver maintenance events and major shutdowns across both sites, working engineering teams, we deliver complex projects, including the assembly of an electrostatic precipitator at Olympic Dam together to drive safe, reliable, cost effective brownfields projects for iron ore and nickel and timely outcomes, and delivered the first in 2017. assets across Western Australia, maintaining joint outage program in 2020. safety and delivery schedules. With bases in Kwinana, Newcastle, Wollongong, Kalgoorlie and the Pilbara, we have capability to Industrial provide services around Australia. We provide maintenance, turnaround, shutdown and sustaining capital programs for industrial operations around Australia. With more than 50 years’ experience in the industrial sector, we operate across the iron ore, minerals and metals, bulk materials handling and processing sectors. Our customers include BHP, Bluescope Steel, , , Northern Star, QAL and Port Waratah Coal Services.

Downer Group 15 Modern Slavery Statement FY20 Minerals processing We take infinitely variable inputs and design Mining sustainable process solutions that produce Celebrating 80 years in 2020, Mineral We are one of Australia’s most experienced open consistent and bankable outputs for our Technologies has been built on the passion and cut mining services providers, working across customers. vision of our people who have continually strived multiple commodities including coal, copper, iron to bring innovation and unparalleled quality Mineral Technologies is a truly global business ore and zinc. solutions to the minerals processing sector with operations servicing customers throughout We offer state-of-the-art equipment and worldwide. the world. The head office, manufacturing and full-scale metallurgical test facility are based at technology, paired with trained and competent From its beginnings as a mineral sands Queensland’s Gold Coast, with engineering and people to support our customers through the full producer on Australia’s Gold Coast, to the support teams in Brisbane, Perth and Adelaide. life of their assets. early development of spiral and electrostatic Worldwide, the business also has operations technology, through to the modern and Our key areas of expertise include: in South Africa (Richards Bay), North America sustainable design of the world’s largest spiral Operation and management of small to large (Florida, USA), South America (Belo Horizonte, plant in Senegal, Africa, the Mineral Technologies scale mining operations Brazil) and India (Kolkata, Kochi and Goa). This business is an industry leader. supports our vision of being the leading global Full maintenance solutions for mining fleets Focussed on technological advancement, we provider of sustainable, responsible and ethical Mine engineering, scheduling and planning provide our customers with innovative and cost- mineral separation solutions. Load and haul operations effective process solutions for a wide range of fine minerals, including iron ore, mineral sands, silica Facilities and infrastructure design and sands, coal, chromite, gold, garnet, rare earths, tin, construction tungsten, and tantalum. Mine road construction We offer a range of support services across all Mine site rehabilitation stages of the project lifecycle, from metallurgical Statutory management of operations test work, concept and pre-feasibility studies, Operation of coal handling and preparation through to plant design, equipment supply and plants. commissioning.

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Defence

Downer provides a broad range of professional and managed services, asset sustainment and estate upkeep services to the Australian and New Zealand Defence Forces and other government agencies.

Downer and its ancestor companies have been as a major contributor to the modernisation of land, Through-life-support working with Defence since 1941. Today, Downer’s maritime, air, space and joint communications and Downer and Spotless retain a strong through-life- Defence business – Downer Defence Systems information systems across the Australian Defence support capability built on decades of delivering – delivers a range of professional and managed Force and other government agencies. managed services, engineering, maintenance, services to Defence and other government Major Service Provider supply, training and operating support. agencies, while our Spotless business delivers Team Downer Major Service Provider (MSP) estate upkeep services to the Australian and New is a consortium with Downer as the prime, and Sustainment Operations and Zealand Defence Forces. Providence Consulting, DXC Technology, and Maintenance Downer is a sovereign Australian company that Systra Scott-Lister as member companies. As an Downer and Spotless provide a full range of delivers genuine Australian Industry Capability MSP to the Department of Defence’s Capability services to operate and maintain a diverse portfolio for the Department of Defence and the Australian Acquisition and Sustainment Group, it provides of Defence estates and facilities. Defence Force. As an integrated services ‘above the line’ contracting services; delivering These services include asset management and company, Downer’s service lines support the professional services, workforce planning and engineering, maintenance, land management entire military capability lifecycle while delivering other professional expertise in partnership with and operational services. In Australia, Spotless strong results elsewhere across Defence, national Australia’s small-to-medium enterprises as an provides these services to Defence through the security organisations, the major primes and other important part of the nation’s sovereign Defence Estate Maintenance and Operations Services government agencies. industry capability. (EMOS) Contract encompassing 170 Defence As an Australian Defence Magazine Top 10 bases and installations in the Queensland, the Defence Contractor, Downer is a proven and Project delivery Australian Capital Territory (ACT) and Southern trusted long-term partner, committed to diversity Downer and Spotless execute highly complex New South Wales Defence Regions. We also have a and inclusiveness and to growing Australia’s projects across the Land, Sea, Air, Cyber, Space Public Private Partnership arrangement managing Defence industry with the participation of small-to- and Key Enabler domains. Acting as either a prime the Headquarters Joint Operations Command medium enterprises. contractor, managing contractor, head contractor, in the ACT. In New Zealand we provide facility subcontractor, joint venture partner or through the management services to the New Zealand Defence Professional and managed services Team Downer Major Service Provider consortium, Force in the Manawatu and Southern Region. Downer consultants work with Defence and we have successfully delivered projects for other agencies to strategically deliver complex various parts of the Defence industry including projects and programs and are specialised in the Defence’s Estate and Infrastructure Group, the introduction of complex systems and security- Chief Information Officer Group and the Capability sensitive capabilities. Downer has established itself Acquisition and Sustainment Group. 17 Downer Group Modern Slavery Statement FY20

Section 3: Risk assessment

Modern slavery includes the crimes of human trafficking, slavery and To improve our understanding of local human rights contexts, as well as slavery-like practices such as servitude, forced labour, forced or servile exposure to related issues such as corruption, we use tools such as the marriage, the sale and exploitation of children, and debt bondage or bonded Global Slavery Index and the Corruptions Perceptions Index. labour. The most widespread type of modern slavery is forced or bonded The majority by value of our payments are made to goods and services labour, which poses the highest risk to Downer. suppliers and subcontractors in Australia and New Zealand, primarily in Downer’s risk assessment process sets a base level identification of modern lower risk categories such as skilled subcontractors. slavery risk by considering product/service category risk and our direct We recognise that there is risk, primarily in our lower-spend subcategories suppliers’ country risk to produce an overall risk rating of low, medium and such as workwear, electronics and specified raw materials, or products high across our third party spend. sourced from higher-risk countries such as China and South Africa.

Canada Country risk = Low FY20 spend = $0.00008b Suppliers = 1 France Country risk = Low FY20 spend = $0.0003b United States Suppliers = 2 Country risk = Low China FY20 spend = $0.006b Country risk = High Suppliers = 4 Saudi Arabia FY20 spend = $0.4b Country risk = Medium Suppliers = 3 FY20 spend = $0.00004b Suppliers = 1 Australia Country risk = Low FY20 spend = $6.1b Suppliers = 21,739

South Africa Country risk = High FY20 spend = $0.003b Suppliers = 69 New Zealand Country risk = Low FY20 spend = $1.7b Suppliers = 11,429

18 Downer’s extended supply chain The reference to CRRC in the report relates to their purchase of Downer has robust policies and procedures in place to help prevent train gangways from KTK. Gangways are the flexible accordion-type modern slavery occurring in our immediate supply chain, however we connectors fitted to the end of a train carriage, enabling passengers understand we are not immune to risk in our extended supply chain. to safely move between carriages without danger of falling from the train. KTK exports gangway systems across the international train One example of risk in Downer’s extended supply chain relates to our manufacturing sector extensively, including to CRRC for the HCMTs joint venture partner for the delivery of Melbourne’s new High Capacity in Melbourne. Metro Trains (HCMT). Downer works with suppliers in China through its partnership with CRRC Changchun to deliver these trainsets. No other Downer projects utilise KTK products. Some media reports linked KTK to Sydney’s Waratah trains; however, this is untrue. The On 1 March, 2020, the Australian Strategic Policy Institute released Waratah gangways are supplied by German company Hubner. a report claiming 27 factories in nine Chinese Provinces were using exploited Uyghur labour. The report also listed 82 global brands – Immediately after the report was published, Downer commenced including Amazon, Google, Apple, BMW, Toshiba, Land Rover, General investigating the allegations. CRRC and KTK have both strongly denied Motors and a number of clothing and electronics providers – which use the allegations. As a result of the investigation, Downer is presently products from these factories in their supply chains. unaware of any evidence to support these allegations. The report also includes allegations that a number of Uyghur However, incidents like this highlight the challenges Downer faces in workers were transferred to factories operated by KTK Group in July managing these issues outside of our immediate supply chain. 2019 and states that KTK’s customers include major international train Downer continues to engage with CRRC to determine appropriate manufacturers such as Alstom, Bombardier, Hitachi, Siemens measures to be put in place by CRRC to protect the integrity of their and CRRC. supply chain in relation to Melbourne’s HCMTs.

Downer Group 19 Modern Slavery Statement FY20 Improving our risk mitigation International sourcing trade-offs Where risk of modern slavery is identified, we prioritise areas for Downer understands that international sourcing can further investigation. potentially result in greater exposure to modern slavery. Downer recognises that seeking to prevent or mitigate the risks In addition, while there are potential benefits and cost- of modern slavery at all levels of our supply chain, particularly beyond savings associated with international sourcing, there are our direct suppliers and subcontractors, is a demanding and ongoing several other risks to consider. These include: task that will require progressive and prioritised enhancements. Additional costs for international administration, Our initial prioritised investigation is to better understand the foreign currency exchange, transport and risk of overseas sourcing and shape our strategies. We are doing customs duties this by conducting testing of a sample of international procurement Logistical challenges including import, customs activities. and quarantine regulations In addition, we have prioritised workwear for further supply chain Potential for bribery and corruption in some mapping beyond our direct suppliers to better understand the level foreign jurisdictions of risk. Limited legal protections in foreign jurisdictions, should disputes arise The next stage of this risk assessment and prioritisation process will be to incorporate a supplier and subcontractor self-assessment Increased rules and regulations in foreign markets questionnaire about modern slavery into our prequalification process. and dealing with foreign entities All new suppliers and subcontractors will complete this Language barriers and understanding of foreign supply markets self-assessment questionnaire as part of our prequalification process. Downer is also rolling out this self-assessment questionnaire to our Differences in quality and safety standards. existing supplier and subcontractor base. These measures will enable Downer to determine areas for further investigation, incorporating our Due Diligence Standard.

20 Downer Group Modern Slavery Statement FY20 Downer Group Modern Slavery Statement FY20

Case study Downer’s response to COVID-19

In order to keep our people safe and continue our operations times. This information was fed into simple dashboards, which throughout the Coronavirus pandemic, Downer required an enabled us to identify and act on areas where we could move increased supply of consumables such as face masks, hand our demand for unavailable items to available alternatives sanitiser, toilet paper and gloves. from our preferred suppliers. The dashboard also allowed us to However, the pandemic severely impacted supply chains identify areas where we needed to find new alternative supply. across the world. Factory shutdowns, reduced capacity to ship Utilise other low-risk preferred suppliers who can supply raw materials, reduced available labour for manufacturing and consumables quality inspections, and reduced capacity to ship goods from Downer identified that consumables could be supplied through factories to ports all contributed to the disruption. one of our existing preferred hardware suppliers, Bunnings. In addition, surging customer demand for consumables Downer worked with Bunnings to source consumables through created global shortages, which affected Downer’s preferred their own credible supply chains. suppliers. As a result, Downer needed to identify alternative sourcing options. Identify and utilise other low-risk suppliers with similar values While all our preferred suppliers undergo stringent prequalification and onboarding procedures to reduce the risk Downer identified that Qube has similar values to Downer of modern slavery occurring within our supply chain, moving - Qube will submit their first Modern Slavery Statement in to new suppliers to fulfil the supply shortfall could potentially this period and has publicly stated their commitment to the increase the risk of modern slavery due to the urgency of principles and objectives underpinning the Modern Slavery obtaining goods. Act. We then worked with Qube to source consumables through their own credible supply chains. Downer implemented a number of steps to minimise this risk. Utilise in-house opportunities Increase products sourced through existing low-risk Downer’s Road Science team in New Zealand was able to pivot preferred consumables suppliers and repurpose their manufacturing plants for bulk production Prior to the pandemic, robust tracking of consumables was not of hand sanitiser. Sourcing a formula from the World Health required as our preferred suppliers serviced our operations Organisation, the team produced a bespoke hand sanitiser on very short lead-times. As the global crisis unfolded, our solution to keep our people and our customers safe. In total, operations teams and preferred consumables suppliers, the team produced more than 10,000 litres of hand sanitiser Blackwoods and Winc, worked to estimate current and forecast between April and June, and marketed the product externally demand for these goods and the level of priority, as well as under the Spotless brand. confirm suppliers’ stock on hand, back order levels and lead

21 Downer Group Modern Slavery Statement FY20

Section 4: Risk mitigation and approach to deal with risk

The Downer Board oversees our approach to modern slavery and 3. Governance: Strong governance assures compliance with our the production of this Statement. policies, framework, processes, procedures and standards. Downer Downer implements a four-stage mitigation approach to dealing employees, suppliers and consultants can raise concerns about with modern slavery risk. modern slavery through our formal whistleblower process. A specific modern slavery question has also been added to Downer’s Financial 1. Policies and Framework: Our Modern Slavery Statement is and Corporate Governance Self-Assessment (FCGSA), a biannual supported by our Procurement Framework and Standards of Business assessment of our senior executives and senior managers. Downer’s Conduct. Our Standards of Business Conduct incorporates human Audit and Risk Committee receives a summary of any issues raised. rights, employee conduct, supplier conduct, sustainable procurement and modern slavery. 4. Continuous improvement: Downer is committed to continually enhancing our approach to modern slavery. 2. Processes, procedures and standards: Our policies and framework are supported by procedures and standards to prevent modern slavery occurring within our supply chain. Downer has also reinforced our risk assessment process to help identify whether any modern slavery is occurring within our supply chain.

Case study

Setting the standard for how we conduct our business

In December 2019, Downer launched a refreshed Standards of Business Conduct, which outlines how our people should conduct themselves when dealing with our customers, suppliers, communities and each other. A number of important changes were made to the Standards of Business Conduct. These include an update to the Business Integrity Policy, which sets out how to report misconduct or other illegal behaviour, and information on Downer’s position on modern slavery. For Spotless staff, the Standards of Business Conduct replaced their Code of Conduct. Downer also encourages our people to raise concerns about behaviour which may be contrary to the Standards of Business Conduct. Our updated Business Integrity Policy was released in conjunction with the refreshed Standards of Business Conduct. It clearly sets out how Downer deals with reports of conduct that is contrary to our Standards of Business Conduct, and how we protect our people who make reports.

22 Procurement Framework Respecting stakeholders’ interests, the rule of law and human Downer’s Procurement Framework provides a consolidated view of rights (including modern slavery) Downer’s procurement requirements and objectives and outlines how Seeking sustainable alternatives they apply to each step of the procurement process. Analysing all procurement costs, including benefits for society, Our Procurement team’s key objectives align to Downer’s Pillars environment and the economy and are to: Integrating sustainability into procurement practices. Deliver on our social and sustainable procurement goals Value for money: This is not necessarily the lowest price, nor the Ensure value for money is delivered across all Downer highest quality good or service. Value for money is derived from a procurement activities fair and balanced assessment of a range of financial and non-financial Meet governance and probity requirements factors. Streamline procurement processes. Governance and probity requirements: Ensuring governance and probity across the procurement process builds trust in Downer’s Social and sustainable procurement goals: By helping to build a practices and decisions, drives fair and ethical behaviour, and ensures diverse supply chain, Downer’s procurement capability can support healthy working relationships between Downer and its suppliers. businesses of all types to grow and encourage economic and social development while ensuring a sustainable future. Downer Procurement processes: Downer aims to ensure that procurement uses procurement to support small and medium-sized businesses, processes are streamlined for both internal stakeholders and suppliers, Aboriginal-owned businesses, regional businesses, and disability while still meeting Zero Harm and all relevant requirements and employment organisations. Downer also proactively works with its legislations. Making procurement simpler, easier and more efficient supply chain to support social and sustainable outcomes, including delivers time and cost efficiencies for both Downer and our suppliers. reducing the risks of modern slavery impacting Downer’s supply chain. Downer ensures compliance with all legislations relevant to social and sustainable procurement is maintained. For Downer, sustainable procurement includes: Considering how procurement impacts society, the economy and the environment Providing suppliers with fair opportunities to compete

Downer Group 23 Modern Slavery Statement FY20 Processes and procedures To further improve this feedback loop for our employees we will In FY20, Downer developed and launched several initiatives and enhance both the usability and the information available through platforms to help meet our procurement objectives. our online sourcing tool during FY21. This included a new online sourcing tool that will help Downer Additionally, we have: employees ensure they are adhering to governance and probity Updated legal precedent templates to reflect our modern slavery requirements as well as social and sustainability goals. The requirements in our standard terms and conditions for all supply tool provides important information on Downer’s suppliers and agreements and subcontracts subcontractors, including: Established and enhanced an International Supply Standard Preferred suppliers and subcontractors to address and manage the risks prior to and while sourcing internationally. This standard outlines requirements and Indigenous ownership, and other social and sustainable procurement metrics considerations for personnel involved in negotiating and drafting international supply agreements, and also provides guidance for Prequalification status utilising Avetta and other managing our overseas suppliers prequalification tools Established a Due Diligence Standard where further due diligence Modern slavery rating will be initiated through a periodic risk assessment or a report Size and capacity of companies of suspected or detected modern slavery within the supply Cost range chain. Based on this, we take a number of potential steps which may include: engaging with the supplier and investigating any Performance ratings. allegations; training and building and obtaining modern slavery The performance ratings draw information from a separate online documents; reviewing supplier/subcontractor’s modern slavery evaluation tool, which was launched in June 2020. The evaluation tool documents; assessing implications; and completing remediation helps to ensure Downer does not re-engage poor-performing suppliers activities. and subcontractors and complies with requirements for International As noted on Page 20, Downer is currently conducting testing of a Organisation for Standardisation (ISO) certification. sample of international procurement activities, in addition to enhancing our understanding of the risk of overseas sourcing. We will also use this to review our due diligence process.

24 Downer Group Modern Slavery Statement FY20 Downer Group Modern Slavery Statement FY20

Governance for the reporting of breaches, including ‘Our Voice’, which is an external Downer implements a robust corporate governance framework, which and independent service that allows employees to anonymously report provides the platform from which Downer’s Board provides strategic potential breaches of the Standards of Business Conduct. Downer direction for the responsible and sustainable growth of the company. encourages its employees, subcontractors and partners to voice their concerns if they identify potentially unethical practices. Downer’s governance framework ensures: To monitor the effectiveness of our governance framework, we conduct The Board is accountable to shareholders for the operations, a biannual assessment of our senior executives and senior managers performance and growth of the company through the Financial and Corporate Governance Self-Assessment Downer management is accountable to the Board (FCGSA). Downer’s senior executives and senior managers are required The risks to Downer’s business are identified and managed by the Board to undertake the FCGSA to determine the compliance of their respective areas with financial and corporate governance Downer effectively communicates with its shareholders and the policies. The FCGSA includes a dedicated question on modern slavery. investment community. Downer’s Audit and Risk Committee and Board receive a summary of The primary goal the Board has set for management is to focus on matters disclosed in the FCGSA and act upon these in accordance with enhancing shareholder value, which includes responsibility for Downer’s Downer’s policies and procedures. economic, environmental and social performance. Our Board recognises Modern slavery risks are also assessed, considered and managed the need for the highest standards of behaviour and, as such, endorses through our Enterprise Risk Framework. This involves objective the ASX Corporate Governance Council’s Corporate Governance evaluation and reporting on the existence and effectiveness of our Principles and Recommendations (ASX Principles). internal controls. Each year our Corporate Governance Statement is included in our Although the initial building blocks are in place, ensuring our Annual Report. governance and ethical standards are adhered to by our diverse supply In addition, Downer’s people, suppliers and consultants are able to raise chain remains a challenge, particularly around issues such as human concerns about modern slavery through Downer’s formal whistleblower rights and modern slavery. process. Downer has both internal and external processes that allow

25 Downer Group Modern Slavery Statement FY20

Section 5: Assessment of effectiveness

This is Downer’s first Modern Slavery Statement and outlines the steps The Sustainability Report undergoes third party limited assurance over we are taking to ensure modern slavery is not taking place across selected sustainability indicators to assess whether they have been Downer or our supply chains. prepared in accordance with Downer’s policies and procedures, as well We recognise we still face many challenges in this complex area, but as the Global Reporting Initiative (GRI) Standards for defining report we are confident that our current policies and processes provide content and quality. important and robust building blocks from which we can progress As outlined on Page 19, Downer continues to engage with CRRC and our work. other stakeholders to investigate allegations against KTK and to obtain Several of our processes and targeted bodies of work will help build a confidence that appropriate measures are in place. baseline to shape our future approach and help track our performance. Outside of these allegations, we are not aware of any modern slavery Downer publicly discloses information on its human rights and modern complaints against our supplier base being made through our internal slavery performance in its annual Sustainability Report, which is channels, FCGSA or external channels such as the Our Voice service available at https://sustainability.downergroup.com during the 12 months ending 30 June 2020.

26 Section 6: Consultation

Downer seeks to identify the material issues that matter most to the For further information on Downer’s materiality assessment, refer business and our internal and external stakeholders. to the Material Issues section of our 2020 Sustainability Report, Material issues are those that have the greatest potential to impact which is available at Downer’s future success and returns to shareholders. https://sustainability.downergroup.com/2020/material-issues.html In FY19, Downer revisited its material issues and undertook a formal Downer has committed to undertake another materiality assessment materiality assessment in accordance with the GRI Standards. in FY21, where human rights and modern slavery will be a standalone Materiality Counts, an independent expert, led a process to engage issue which we will seek feedback on from internal and external selected internal and external stakeholders to identify and understand stakeholders. This feedback will help inform our material issues and our material economic, social, environmental and governance risks and Sustainability disclosures in FY21. opportunities which included human rights and modern slavery. Human rights and modern slavery were issues associated with the material issues Contractor Management and Sustainable Supply Chain. Contractor Management ranked as Downer’s third highest of 18 issues identified, and Sustainable Supply Chain was ranked 13th.

Downer Group 27 Modern Slavery Statement FY20 Internal consultation External consultation Downer recognises that each entity within the Downer Group has a Relationships and collaboration with our suppliers, business partners role to play in addressing modern slavery risks. Downer’s engagement and relevant government agencies assist in shaping our strategies on strategy spans three objectives: modern slavery. 1. Inform: Create awareness about Downer’s modern In FY20, Downer actively participated in relevant forums to discuss and slavery journey understand our peers’ views on human rights issues including modern slavery. These included: 2. Engage: Encourage involvement, ownership and commitment Infrastructure Sustainability Council of Australia (ISCA) 3. Align: Demonstrate that this fits with Downer’s strategic journey. Modern Slavery Coalition This Statement has been prepared in consultation with each entity and Business Council for Sustainable Development Australia has been approved by Downer’s Board. The process of consultation (BCSD Australia) involved engagement with the Group’s Executive Committee and input from the various relevant internal stakeholder groups (including Procurement and Supply Australasia (PASA) Connect Procurement, Zero Harm, Human Resources, Company Secretariat, The Supply Chain Sustainability School. Risk, Legal and Corporate Affairs). In FY20, we launched a dedicated page about Downer’s approach to modern slavery on the company intranet. This page was designed to engage the wider employee base, inform them of Downer’s journey, promote available tools, and provide further information and resources. Most importantly, the page reinforces the importance of our modern slavery approach, and how this fits into Downer’s strategic journey.

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Case study

The Supply Chain Sustainability School of Australia Supply Chain Sustainability (SCSS) aims to create more sustainable supply chains for the property, construction and infrastructure industries School of Australia in Australia. As a founding member, Downer has been involved with SCSS www.supplychainschool.org.au since its launch in 2015, and is currently the Chair of the Supply Chain Sustainability School’s Advisory Board. Prior to and during FY20, the SCSS actively led a collaboration with industry peers to develop and produce a suite of modern slavery education and training resources that are freely available for all businesses and their supply chains.

29 Downer Group Modern Slavery Statement FY20

Section 7: Training and capacity building

Awareness-raising is crucial in helping prevent and address This is complemented by an online Procurement induction and training modern slavery in our business and supply chain. module, which has been developed to guide targeted employees Downer’s updated Standards of Business Conduct online training through our standardised procurement framework, related tools and module has been relaunched and is mandatory for all employees. the important changes in legislation such as modern slavery. When commencing employment with Downer, our people complete In FY21 a more in-depth Procurement training module will be rolled out training on our Standards of Business Conduct as part of their to further assist team members who conduct procurement activities induction process. Refresher training must be undertaken at least in the higher risk / higher value project area, reinforcing the need to every two years. incorporate modern slavery into procurement planning. In FY20, we developed, consulted, communicated and rolled out policies and documents including our Standards of Business Conduct, Procurement Framework and related processes, which detail our expectations around modern slavery, sustainable procurement and supplier conduct.

30 Section 8: Looking forward

Downer will continue to strive to ensure the prevention of modern whistleblower mechanisms, will help track our performance slavery through operational and supplier driven processes across our and provide insight into areas for improvement. value chain. We will continue to collaborate with our internal and external stakeholders to address our own modern slavery risks and continue to improve our processes. Several of our processes, including our

Downer’s specific focus areas for the future include:

Focus area Objective Targets

Risk assessment To strengthen the assessment of Incorporation of 100 per cent of the and mitigation Downer’s modern slavery risk rating. supplier self-assessment exercise into the overall risk rating.

Approach to deal Improve our online sourcing tool for Launch of revised online sourcing tool with risk employees by enhancing both the usability with improved look and feel. and the information available. Further improve level of information available through online sourcing tool.

Due diligence Further understand the risk of Complete specified testing of a sample international sourcing and shape of international procurement activities strategies to mitigate risk. and identify areas for improvement.

Further investigate allegations against Completion of due diligence process one of CRRC’s suppliers and obtain and related follow ups. confidence that appropriate measures are in place.

Consultation Continue to build on Downer’s three Launch new modern slavery intranet engagement objectives of inform, pages covering: engage and align. 1. Spend dashboard 2. Risk assessment.

Training and Build further awareness targeting those Develop and commence rollout of capacity building who conduct procurement activities in the in-depth procurement training module. higher risk / higher value project areas.

Downer Group 31 Modern Slavery Statement FY20 Downer EDI Limited ABN 97 003 872 848

Sydney Head Office Triniti Business Campus 39 Delhi Road North Ryde New South Wales 2113 T: 1800 DOWNER (1800 369 637) T: +61 2 9468 9700 www.downergroup.com

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