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Compliance policy

Objective

Australian Gas Networks (AGN) is committed to complying with all laws, regulations, industry and internal codes of conduct that impact on the business, promoting a compliance culture, as well as upholding good corporate governance practices.

Policy statement

AGN is committed to embedding compliance risk management (Compliance Management) practices within its broader Risk Management and governance frameworks, and integrating it into business processes and operations (including those activities outsourced to APA).

The Policy is consistent with our Code of Conduct and Ethics which represents and upholds AGN’s commitment to integrity, fairness and ethical behaviour.

This Compliance Policy is based on the Australian Standard for Compliance Programs (AS 3806-2006).

Compliance risk

AGN recognises that Compliance Risk is inherent in all operating environments. The Company is committed to managing such risks effectively and efficiently.

AGN is subject to a wide range of compliance obligations. This Policy is designed to achieve effective compliance with these obligations, which include:

  • Regulatory and Legal: Commonwealth and State legislation, enforceable codes, guidelines and regulatory instruments, licences, permits and contractual obligations.
  • Organisational: AGN’s internal policies and procedures, that reflect principles of good corporate governance considered consistent with community standards in relation to the operation and administration of our business.

Scope

This Policy applies to AGN, its Directors and employees.  AGN will also seek to ensure that its major contractor, APA Networks complies with the intent of this policy.

Objectives

In support of AGN’s commitment to compliance and meeting our core values, vision and strategic objectives, Compliance Management has a number of key objectives: 

  • Promote a business-wide approach by integrating compliance management processes with:
    • Business strategy and decision making; and
    • Risk, audit and general governance functions to achieve a fully integrated Compliance Framework (managing financial and non-financial risks);
  • Develop and foster a compliance culture within the business which means:
    • Proactive and accountable management of our Compliance Framework;
    • Ownership of compliance obligations and risks within the business through established formal reporting lines with clearly defined roles and responsibilities; and
    • Providing adequate resources to discharge our compliance management obligations;
  • Identify and manage AGN's compliance obligations. This includes identifying relevant Compliance Risks, ranking the likelihood and consequences of potential compliance failures and allocating resources to address the risks of non-compliance;
  • Ensure there is an appropriate level of awareness of our compliance obligations throughout the business;
  • Enable the design and implementation of compliance controls that:
    • Are structured to achieve the stated objectives,
    • Provide appropriate assurance to Management and the Board, and
    • Are cost effective and appropriate;
  • Recognise that timely and accurate monitoring, review, communication and reporting of Compliance Risks is critical to effectively mitigating and managing Compliance Risk.

Responsibilities:

AGN Board:

The Board has ultimate responsibility for overseeing the performance of AGN, including effectively monitoring the business’ compliance management objectives. To assist it in discharging its compliance responsibilities the Board has established the Audit and Risk Committee.

AGN Risk and Compliance Committee:

In accordance with its Charter, the Risk and Compliance Committee is responsible for maintaining and overseeing a sound system of internal controls based on the adoption by the Board of an effective approach to the identification, assessment, monitoring and management of risks that are critical to the fulfilment of AGN’s business objectives.

The Committee is also required to:

  • Review, and recommend to the Board, AGN’s Compliance Policy and key measures for identifying, assessing, monitoring and managing compliance;
  • Regularly review and update AGN’s Compliance Risk profile;
  • Monitor the effectiveness of the Compliance Framework, including compliance performance by way of periodic management reports and assurances; and
  • Review at least annually, AGN’s implementation of the Risk Management Policy and the Compliance Policy and Compliance Framework.

Group Treasurer is responsible for:

  • Promoting and facilitating effective risk and compliance management;
  • Assisting the business to understand and manage risk and compliance, and facilitating the integration of processes for managing risk and compliance within the business;
  • Reporting to the Risk and Compliance Committee on risk and compliance issues as appropriate;
  • Supporting the business in identifying and implementing risk and compliance management improvement processes; and
  • Maintaining and reviewing the Risk Management and Compliance Frameworks (including relevant policies and processes).

AGN’s senior management team is responsible for:

  • Promoting AGN’s Compliance Framework and expectations for the management of compliance with employees and APA Networks;
  • Providing appropriate resources to manage Compliance Risk;
  • Escalating risks, issues and opportunities in accordance with the Compliance Program;
  • The design and implementation of cost effective Compliance Risk management and internal control systems to manage Compliance Risk, encourage efficiencies and take advantage of opportunities;
  • Monitoring and reporting of the effectiveness of compliance controls; and
  • Monitoring compliance, investigating breaches, material incidents or risks, and recommending and/or approving improvement opportunities.

Employees:

AGN’s employees are responsible for adherence to AGN’s compliance obligations.  All breaches, material incidents or risks must be reported promptly and accurately to the Chief Financial Officer for referral to the Risk and Compliance Committee.

Compliance Requirements

Compliance awareness and management:

AGN expects all employees (and employees of APA) to fulfil their compliance obligations.  Each area of the business is accountable for managing key Compliance Risks relating to their role and ensuring that employees understand and are aware of their compliance obligations.

Management assurance:

Management’s accountability for compliance is reinforced by a twice-yearly requirement for senior executives to provide formal assurance to the AGN Board regarding the state of compliance within their areas of responsibility.

The Group Executive, APA Networks, is also required to provide a similar assurance, as it relates to the Operating and Management Agreements, to the AGN Board.

Non-compliance with AGN’s compliance obligations:

AGN is committed to promoting a culture of identifying and managing Compliance Risk. It is critical that we protect the business from material loss or reputational damage that the risk of non-compliance evokes.

Under no circumstance is it acceptable for employees, or employees of our major contractor, APA, to knowingly and deliberately breach their organisation’s compliance obligations, or to act unethically in the course of performing or advancing AGN’s business.

Breach reporting:

AGN encourages the proactive reporting and remediation of compliance related complaints, breaches, incidents and issues. AGN recognises that breach reporting can provide useful feedback regarding compliance risk and management. If necessary, employees can utilise the provisions of the Company’s Whistleblowing Policy to report breaches.

Periodic review:

The Chief Financial Officer is responsible for periodically reviewing the suitability and effectiveness of the Risk Management and Compliance Management Policies and reporting the findings and recommendations for improvement to the Risk and Compliance Committee.

Reviewing and maintaining the Policy

This Policy is administered by the Chief Financial Officer.  The Policy is to be reviewed annually.  Changes to the Policy require Board approval.

Glossary of Terms 

  • Compliance: In conformity with the AS 3806-2006 definition, compliance relates to adhering to the requirements of laws, industry and organisational standards and codes, principles of good governance and accepted community and ethical standards.
  • Compliance Framework: The structure which requires AGN to take responsibility for ensuring that compliance is embedded into the business. It also defines key roles, responsibilities and processes within AGN to ensure we manage our compliance obligations effectively and efficiently.
  • Compliance Risk: Refers to the risk of regulatory or legal penalties, material loss or reputational damage that AGN may suffer as a result of failure to comply with its compliance obligations.
  • Risk Management: The policies, processes and controls that are put in place to reduce the uncertainty of outcomes.
  • Breach: Is used interchangeably with the term ‘Issue’ and means an event found to be non-compliant with any regulatory or legal requirement, licence conditions or obligation, as well as organisational policies and procedures.
  • Incident: Is an event that is not a breach but has the potential to result in non-compliance.

 

Application

Responsibility for the application of this policy rests with Chief Financial Officer.

 

Policy review

This policy is to be reviewed at least annually.  Any amendments are to be approved by the Board.

Reviewed: January 2015