Corporate governance

The 2021 corporate governance statement describes AGL’s corporate governance framework, policies and practices.

View 2021 Statement

2021 Corporate Governance Statement

This corporate governance statement describes AGL’s corporate governance framework, policies and practices. This statement has been approved by the Board and is current as at 12 August 2021.

Throughout FY21, AGL’s corporate governance arrangements were consistent with the fourth edition of the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council (ASX Principles). Our Appendix 4G, which is a checklist cross referencing the ASX Principles to the relevant disclosures in this Corporate Governance Statement, the 2021 Annual Report and the AGL website, has been lodged with the ASX.

AGL is committed to ensuring that its corporate governance framework, policies and practices reflect a high standard of corporate governance. Delivering on this commitment requires AGL to have a sound understanding of current governance requirements and practices, as well as being attuned to emerging governance trends and shifting stakeholder expectations.
The AGL Board believes that best practice corporate governance standards support sustainable performance by AGL over time.

Those updates are outlined in this statement with more information available by clicking on the headings below:

Corporate Governance Framework

This corporate governance statement describes AGL’s corporate governance framework, policies and practices. This statement has been approved by the Board and is current as at 12 August 2021.

Throughout FY21, AGL’s corporate governance arrangements were consistent with the fourth edition of the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council (ASX Principles). Our Appendix 4G, which is a checklist cross referencing the ASX Principles to the relevant disclosures in this Corporate Governance Statement, the 2021 Annual Report and the AGL website, has been lodged with the ASX.

AGL is committed to ensuring that its corporate governance framework, policies and practices reflect a high standard of corporate governance. Delivering on this commitment requires AGL to have a sound understanding of current governance requirements and practices, as well as being attuned to emerging governance trends and shifting stakeholder expectations. The AGL Board believes that best practice corporate governance standards support sustainable performance by AGL over time.

AGL’s governance framework is summarised below.

AGL has adopted a number of corporate governance policies and documents that are referred to in this Corporate Governance Statement.

AGL's Purpose and Values

AGL undertook a comprehensive review of its purpose and values during FY19 to ensure we had the right framework to evolve our organisational culture, guide our decision-making and support our communication. The outcomes were a refreshed purpose statement with the concept of Progress for life as its central theme, and a refreshed set of values that build on this theme, while recognising the power of our 180-year heritage.

Our purpose is centered on Progress for life

At AGL we have a passionate belief in progress - technological and human - and a relentless determination to make things better for you, our communities, the australian economy and our planet.

The theme of progress recognises our proud history of delivering innovative outcomes for customers, as well as how we are continuing to evolve how Australians produce, share and consume energy.

To us, progress means helping customers achieve better ways of living day-to-day by enabling them to take greater control over their energy and other essential services. It also means investing in new ideas, partnerships and infrastructure – renewing and expanding our portfolio of energy sources and other products to make them more sustainable, reliable, affordable and useful.

At an enterprise level, AGL’s Purpose provides AGL and its Directors, employees and contractors with the foundations for actions and together with AGL’s Values, guides AGL’s thinking and decision-making.

Learn more about AGL's Purpose and Values

AGL's five core values

AGL’s five core Values are set out below:

  • Physical and psychological safety first
  • Responsible and sustainable in all our actions
  • Always considering our environment
  • Putting yourself in other people's shoes
  • Doing the right thing
  • Being open and accountable
  • Having courageous conversations
  • Keeping our promises
  • Breaking down silos
  • Being respectful and inclusive of all
  • Seeking out diverse perspectives
  • Building collaborative partnerships
  • Going the extra mile for our customers
  • Constantly looking to improve
  • Staying resilient when setbacks happen
  • Making excellence part of every day
  • Having courage to explore new possibilities
  • Embracing opportunities to grow
  • Approaching challenges with a 'can-do' attitude
  • Keeping the future in focus

These Values underpin AGL’s operations and the Board and senior management are guided by these core Values when making decisions for AGL, including in relation to its corporate governance policies and practices.

The Executive Team is responsible for instilling AGL’s Values across AGL and continually references and reinforces those Values with staff, including through Values campaigns.

Senior management oversees the provision of training to employees about AGL’s Values. The Board engages with senior management regularly to ensure that AGL’s core Values align with the “lived experience” of the business. The Board recognises the need for continuous improvement in this area and looks for new ways to build its understanding of how AGL’s Values are lived in practice (including culture diagnostics and more detailed reporting on employee, customer and stakeholder feedback).

AGL's Board

As at 12 August 2021, AGL’s Board comprised six non-executive Directors and AGL’s Managing Director and Chief Executive Officer (CEO), Graeme Hunt. An overview of the qualifications, appointment date, experience and special responsibilities of each Director is set out on pages 58 to 61 of the 2021 Annual Report.

Roles and responsibilities of the Board

The Board is responsible for the governance of AGL. The role of the Board is to safeguard AGL’s interests and to protect and foster sustainable value creation while taking into account the reasonable interests of shareholders, employees, customers, the communities in which AGL operates and other relevant stakeholders.

The Board reviews and approves AGL’s strategic direction and provides oversight of management. Additionally, the Board is responsible for guiding AGL’s company culture by establishing the “tone from the top” and by monitoring the implementation of, and broader adherence to, AGL’s core Values, policies and related processes. This includes monitoring AGL’s approach to the management of both financial and nonfinancial risks, such as its exposure to environmental risks, safety risks and potential damage to AGL’s reputation and the interests of broader stakeholders.

Responsibilities specifically reserved to the Board are set out in a formal Board Charter, which the Board reviews at least every two years. The Board Charter was last reviewed and updated during FY20. Key aspects of the Board’s roles and responsibilities, and how they were relevant during FY21, are set out in the table below.

Area of responsibility Board's role Relevance during FY20
Strategy Reviewing and approving AGL's strategic direction, its business plan and budget and significant initiatives and plans.

In FY21 AGL announced its new strategic priority was to create two leading ASX listed energy businesses by way of a demerger.
 

  • AGL Australia Limited - Australia's largest energy-led multi product retailer of essential energy services to households and businesses. AGL Australia will also own and operate Australia's largest private hydro fleet as well as fast-start gas-fired power stations and a growing battery development portfolio, with capabilities across wholesale and decentralised electricity and gas trading, storage and supply.

  • Accel Energy Limited - Australia's largest baseload electricity supplier via the Loy Yang A, Macquarie Generation and Torrens Island sites, which will prioritise the responsible operation of these sites and facilitate their accelerated transition to low-carbon industrial energy hubs. Accel Energy will also be Australia's largest operator and offtake of wind energy via the Macarthur, Hallett, Wattle Point and Oaklands Hill wind farms, with the potential to develop 1,600 MW of new wind projects.

  • Throughout FY21, and in particular during the second half of FY21, the Board was heavily involved in the formulation of this strategy and has had close oversight of the demerger planning process. This has included regular out-of-cycle Board meetings and updates from management on the demerger process.

    Customers Approving and monitoring the implementation of policies governing AGL's relationship with customers.. The Board has had significant oversight of AGL's relationship with customers during FY21, including:

  • monitoring AGL’s customer strategy, including the implementation of AGL's Customer First Program which has delivered a series of improvements for customers (such as a case management model for customer complaints, high bill comparison data for more value-add conversations with customers and complaint management system enhancements);

  • the implementation of customer affordability measures such as the COVID-19 Customer Support Program, which was supported by a new online Customer Resource Centre; and

  • approving opportunities to grow AGL's customer portfolio, including the acquisition of Click Energy, Solgen and Epho, as well as a 51% interest in OVO Australia, which has provided AGL with exclusive Australian access to Kaluza, OVO's advanced customer experience and energy flexibility platform.
  • Executive remuneration Approving the CEO's remuneration, AGL's remuneration framework and monitoring the performance of, and approving the remuneration policies and procedures applying to, the Executive Team and other key management roles.

    During FY21, a key focus for the Board was AGL's response to the first strike against the remuneration report received at the 2020 AGM. Following consultation with stakeholders, the Board approved a number of changes to AGL's remuneration framework to address that feedback, including the removal of the Return on Equity (ROE) metric from the FY22 Long Term Incentive Plan.

    Social, ethical and environmental impact of AGL's activities Considering the social, ethical and environmental impact of AGL's activities and overseeing the system for managing compliance with AGL's sustainability policies and practices. During FY21, the Board:
  • received regular updates on the progress of AGL's Social Licence Program, which has as its four pillars: affordability and customer vulnerability, climate and environment, economic recovery and resilience and making and shaping markets;

  • participated in an education session with external experts on climate change;

  • monitored the development of AGL's Task Force on Climate-related Financial Disclosures (TCFD) Report; and

  • monitored AGL's progress against AGL's Climate Commitments, including AGL's target of net zero emissions by 2050 under AGL's Climate Statement.
  • Governance, risk management and  compliance Approving and monitoring the adequacy of AGL's risk management framework and risk appetite statement and monitoring the effectiveness of AGL's systems of internal compliance, risk management and control, and systems of legal compliance that govern AGL's operations. During FY21, the Board:
  • approved the risk management framework, revised Risk Appetite Statement and updated Tier 1 Risks; and

  • reviewed the effectiveness of a number of AGL group policies and approved various amendments to those policies, including the Market Disclosure Policy and Securities Dealing Policy.
  • Ethical and responsible decision-making Promoting ethical and responsible decision making.

    During FY21 the Board:

  • continued to oversee and monitor AGL's response to the COVID-19 pandemic. This included receiving regular updates from management on areas that covered impacts on AGL's people, customers, operations, IT, finance and other key stakeholders.

  • approved AGL's first Modern Slavery Statement following enactment of the Modern Slavery Act 2018 (Cth), and approved AGL's updated Anti-Bribery, Corruption and Fraud Policy and updated Whistleblower Protection Policy.
  • Under AGL’s Constitution, the Board elects a Chairperson from amongst the non-executive Directors. This means that the roles of the Chairperson and the CEO are not exercised by the same individual. It is also a requirement of AGL’s Board Charter that the Chairperson be independent.

    The Chairperson presides over AGL’s Board meetings and shareholder meetings. Some of the key responsibilities of the Chairperson include:

    • leading the Board in reviewing and discussing Board matters;
    • facilitating effective contributions by all Directors and monitoring Board performance;
    • reviewing corporate governance matters with the Company Secretary and reporting on those matters to the Board; and
    • maintaining a regular dialogue with the CEO, and being the principal communication channel between the Board and management.

    Our Chairperson is Peter Botten. The Board is satisfied that Peter Botten is, and has been throughout the financial year, an independent Director. Peter Botten was appointed as Chairperson on 22 April 2021. Prior to this, Graeme Hunt was AGL's Chairperson and considered independent by the Board.

    The Board met 32 times during the financial year. Directors’ attendances are set out on page 61 of the 2021 Annual Report. The Board held 11 regular scheduled meetings throughout FY21, and 21 additional meetings which primarily focused on AGL's plans to undertake a demerger. 

    In addition to the Board considering strategic matters at each Board meeting, during FY21 the Board held two separate sessions to discuss AGL’s strategy. 

    It is usual for the non-executive Directors to confer, without management being present, at the start of each scheduled Board meeting. Otherwise, the Executive Team are invited to participate in Board meetings as required.

    The Board regularly assesses the independence of each Director and has determined that each non-executive Director is, and was throughout the entirety of the financial year, independent. As the CEO is an executive, he is not considered to be independent. Following Brett Redman's resignation as Managing Director and CEO, AGL's former Chairperson, Graeme Hunt, was appointed as Interim Managing Director and CEO on 22 April 2021 (and stepped down as Chairperson of the Board). Graeme Hunt was considered independent for the duration of his appointment as Chairperson. Upon his appointment as Managing Director and CEO, in accordance with the ASX Principles, the Board has assessed Graeme as non-independent.

    AGL considers a Director to be independent if the Director is independent of management and is free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of AGL as a whole rather than in the interests of an individual shareholder or other party.

    When assessing the independence of a Director, the Board considers the matters potentially affecting the independence status of a Director as described in Box 2.3 of the ASX Principles. Materiality is assessed on a case by case basis by reference to each Director’s individual circumstances rather than by applying general materiality thresholds. As at the date of this statement and throughout the year, there were no relationships or associations of the kind referred to in Box 2.3 of the ASX Principles in relation to AGL’s non-executive Directors.

    Skills and capabilities

    AGL seeks to maintain a Board of Directors with a broad range of industry, financial and customer related experience relevant to overseeing a large vertically integrated energy business undergoing evolution and transformation. As well as the general skills expected of Directors, AGL seeks to maintain a Board which, at a minimum, collectively has:

    • skills aligned to the delivery of AGL's strategic priorities;
    • commercial and leadership experience in large complex industrial organisations;
    • an understanding of corporate finance, trading and contemporary risk and compliance management;
    • experience with customer and marketing strategies;
    • people and culture experience, including large workforce management;
    • risk management skills and experience, including experience in managing climate change risks;
    • technology literacy and digital customer service delivery experience;
    • experience and skills in stakeholder management;
    • strong corporate governance experience, including ASX 100 board experience and significant exposure to environmental, social and governance trends;
    • energy sector experience, including gas, electricity, mass market retail and capital intensive businesses; and
    • diversity of thinking and perspectives, and highest standards of ethics and integrity.

    A formal process was undertaken in FY20 to update AGL’s Board Skills Matrix, which was facilitated by a professional external consultant. The Board Skills Matrix was updated during FY21 to reflect the changes in the composition of the Board, further analysis of the skills and experience of each Director and an assessment of the current and future strategic direction, opportunities and challenges for AGL.

    In conducting the assessment, Board members were assessed using the following skills rating levels:

    Proficient – regarded to have expert or highly qualified proficiency, knowledge and experience in the subject matter or domain and has been seen to contribute these skills in board and committee conversations and critical thinking.

    Practiced – developed a sound working knowledge and understanding of the subject matter through either past executive or management roles, extensive on-the-job application of skills in board and committee activities and/or through training and professional development activities.

    Perceptive – possesses an awareness and base literacy around the subject/topic and its relevance to the organisation and the Board.

    In the eleven identified competency areas, the Board as a whole was rated either as practiced or proficient overall, as set out in the skills matrix below.

    Skills, experience and knowledge Key Competencies Competency level
    AGL Strategic Priorities
    • Experience in defining and delivering strategic objectives and driving execution. For AGL, the current focus is on the delivery of the proposed demerger that would result in two leading ASX listed energy companies.
    Proficient
    Commercial and leadership
    •  
    • CEO / Leadership Team experience and strategic delivery in large, complex industrial organisations
    • Industrial and large asset operations
    • Mergers and acquisitions
    • Innovation and disruption
    • Engineering
    • Operational efficiency and optimisation
    • Project governance and management
    Proficient
    Corporate finance
    •  
    • Large complex ASX financial management skills (including accounting, capital management, treasury, tax)
    • Financial governance (including internal controls, audit, financial and business performance reporting)
    Practiced
    Customer and marketing
    •  
    • Marketing, brand and reputation management
    • Customer experience, insight and analytics
    • Business to business marketing
    Practiced
    People and culture
    • Large workforce management and planning
    • Culture and leadership oversight and development
    • Remuneration, talent development, succession planning
    Proficient
    Risk
    • Risk management strategies, appetite, culture
    • Operational risk (safety/people & well-being, technology, security, liquidity & financial, process & systems, OH&S, business resilience and crisis management)
    • Strategic and emerging risk
    • Regulatory, prudential, compliance & legal risk
    • Climate change risk
    Proficient
    Technology
    • Data and technology experience
    • Digital marketing/customer service delivery
    Practiced
    Stakeholder management
    • Stakeholder management and communications (including staff and community)
    • Government and regulatory relations and policy
    • Shareholders and investment advisors
    Proficient
    Corporate Governance
  • ASX100 board and committee experience
  • ASX100 board and/or committee Chair experience
  • ESG including environment and sustainability
    Proficient
    Sector experience
  • Electricity and gas
  • IT and telecommunications
  • Financial markets
  • Consumer and SME retail
  • Capital intensive businesses (including industrials, manufacturing, large construction)
  • New and emerging energy industries and businesses
  • Practiced
    Attributes
  • Highest standards of ethics and integrity
  • Cultural alignment
  • Diverse thinking styles
  • Networks and influence
  • Proficient

    The skills analysis demonstrated that AGL’s Board members are highly experienced and all skills that would be considered important or critical to the effective performance of the Board are present on the Board. In particular, the Board has strength in the skills and experience required for the delivery of AGL’s strategic priorities, which is currently focused on the proposed demerger.

    The proposed demerger of AGL has also necessitated a consideration of the composition of the Boards of each new company to ensure that each Board (and each Board committee) has the skills and experience to fulfil their responsibilities on implementation of the demerger. A process is currently underway, utilising the outputs from the Board Skills Matrix, to identify additional Board members for each entity. Directors with skills and experience in energy markets, environmental issues, climate change risk and ESG, digital retail, technology, customer markets and other relevant skills and experience will be considered for future appointments.

    The Nominations Committee oversees matters related to the composition of the Board, including arrangements for the selection and appointment of new Directors. When considering the appointment of a new Director, the Nominations Committee typically engages the services of an executive recruitment firm to assist in identifying suitable candidates to be shortlisted for consideration for appointment to the Board and to carry out appropriate reference checks (including due-diligence of a person’s character, experience, education, criminal record and bankruptcy history) before the Board makes an offer to a preferred candidate.

    Newly appointed Directors must stand for appointment at the next subsequent AGM. The Notice of Meeting for the AGM provides shareholders with material information about each Director standing for election or re-election, including details of their relevant skills, independence, experience, other directorships and whether the Board supports the election or re-election of the Director. Directors seeking election are also given the opportunity to address the AGM and to answer questions from shareholders at the AGM.

    New Directors receive a formal letter of appointment that sets out his or her duties, responsibilities, rights and remuneration entitlements, together with an induction pack.

    Building director capability

    The formal letter of appointment and induction pack provided to a newly appointed Director contains detailed information to allow the new Director to gain an understanding of:

    • AGL, its operations and governance systems;
    • the rights, duties and responsibilities of Directors;
    • the role of each Board Committee;
    • the roles and responsibilities of the Executive Team; and
    • AGL’s financial, strategic, and operational risk management position.

    New Directors also undertake an induction program that includes a program of meetings with members of AGL’s Executive Team and visits to AGL’s main operational sites.

    AGL also periodically reviews whether there is a need for existing Directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

    Directors also undertake a program of ongoing Director education, including presentations on a range of topics generally relevant to AGL's business activities, including compliance training and presentations by external industry and subject matter specialists. This year, Directors were given the opportunity to have discussions with a range of external presenters, including experts on climate change, corporate reputation, capital markets and future ways of working.

    The Board regularly reviews its own performance and the performance of individual Directors. A formal review of the performance of the Board is also conducted each year. The review conducted during FY20 was facilitated by an independent consultant with experience in conducting Board performance reviews. This review process was comprehensive and resulted in a set of recommendations to further strengthen the performance of the Board.

    The FY21 Board review was undertaken internally. The Board assessed its effectiveness having regard to:

    • the recommendations made in the FY20 Board Review, and whether those recommendations had been addressed;
    • the responsibilities of the Board set out in the Board Charter; and
    • consideration of a number of other matters including Board processes, relationships with management and oversight of strategy.

    Overall, the FY21 review concluded that:

    • the recommendations from the FY20 Board review had been effectively addressed during FY21.
    • the Board is continuing to function effectively in the discharge of its responsibilities.
    • the commitment required by Directors during FY21 was significant, and will likely continue to be significant during FY22, having regard to AGL's intention to undertake a demerger. Therefore, opportunities to streamline Board processes was identified as an improvement opportunity.

    Board committees

    The Board has established four Committees as follows:

    • Audit & Risk Management Committee (ARMC);
    • Nominations Committee;
    • People & Performance Committee (P&PC); and
    • Safety, Customer & Corporate Responsibility Committee (SCCR). The SCCR was previously named the Safety, Sustainability & Corporate

    Responsibility Committee. As noted in the 2019 Corporate Governance Statement, the Board agreed at the end of FY19 that the name of the Committee should be changed to the Safety, Customer & Corporate Responsibility Committee and its Charter updated to reflect the increasing focus of the Committee on customer issues.

    Each Committee’s roles and responsibilities and membership requirements are set out in its Charter. Details of the number of Committee meetings held and each Director’s attendance at those meetings are set out on page 65 of the 2020 Annual Report. An overview of the roles and responsibilities, composition and membership of each Committee as at 13 August 2020 is set out in the table below. Each Committee reports to the Board and makes recommendations to the full Board for its consideration as appropriate. The Corporate Governance Summary set out in AGL’s 2020 Annual Report outlines the key areas of focus for the Board Committees during FY20.

    The Charters for each of the Board Committees require that each Committee annually review its own performance. During FY20, in addition to the formal Board Review process, each Board Committee discussed the Committee’s performance over the past 12 months. Each Committee considered, together with relevant members from management, whether the Committee had achieved its objectives for the financial year and reviewed the effectiveness of the Committee and how its members had worked together, including with management. Following this review, each Committee was satisfied that it had been effective in performing its responsibilities under its Charter.

    Composition Membership Purpose and Responsibilities

    Audit and Risk Management Committee (ARMC)

    Comprises of at least 3 members, all of whom must be independent non-executive Directors.

    Chair must be a member of the Committee who is not Chair of the Board.

    Committee members must have working familiarity with basic accounting and finance practices with at least one member having financial expertise. Members between them must have sufficient understanding of the industry in which AGL operates.

    Mark Bloom (Chair)

    Jacqueline Hey

    Patricia McKenzie

    The ARMC assists the Board to fulfill its responsibilities through the effective identification, assessment, monitoring and management of risks and compliance with legal and regulatory requirements.

    Specifically, the ARMC's primary responsibilities include overseeing:

    • the integrity of financial reporting;
    • external audit engagement;
    • independence and performance of AGL's internal audit function;
    • risk management controls, policies, and procedures; and
    • policies and procedures for ensuring AGL's compliance with laws and regulations.

    Safety, Customer and Corporate Responsibility Committee (SCCR)

    Comprises of at least 3 members, all of whom must be independent non-executive Directors.

    Chair must be a member of the Committee who is not Chair of the Board.

    There must be at least 1 member from each of the P&PC and ARMC to allow for effective coordination and communication between Committees.

    Jacqueline Hey (Chair)

    Diane Smith-Gander

    Mark Bloom

    Review and oversight of the development and implementation of policies and procedures that enable AGL to operate its business safely, ethically and responsibly.

    Assist the Board in monitoring AGL's actions to achieve its objective in being a safe, ethical and socially responsible customer-centric organisation.

    Nominations Committee

    Comprises all independent non-executive Directors of AGL (unless Board determines otherwise).

    Chair is Chair of the Board.

    Peter Botten (Chair)

    Jacqueline Hey

    Diane Smith-Gander

    Patricia McKenzie

    Mark Bloom

    The Committee's purpose is to review and recommend to the Board matters relating to:

    • optimal Board composition;
    • performance evaluation of the Board, its Committees and individual Directors; and
    • succession planning for the Board.

    People and Performance Committee (P&PC)

    Comprises of at least 3 members, all of whom must be independent non-executive Directors.

    Chair must be a member of the Committee who is not Chair of the Board.

    Diane Smith-Gander (Chair)

    Patricia McKenzie

    Peter Botten

    The Committee:

    • makes recommendations to the Board in respect of AGL's remuneration practices and framework to ensure alignment with AGL's core Values, risk appetite and desired company culture;
    • reviews the performance and remuneration of senior management;
    • approves AGL's remuneration framework and employment policies, procedures and programs; and
    • makes recommendations to the Board in relation to Director remuneration, employment-related policies applicable to AGL's senior management, talent management and succession planning for key management roles and measurable diversity objectives.
    Composition Membership Purpose and Responsibilities

    Audit and Risk Management Committee (ARMC)

    Comprises of at least 3 members, all of whom must be independent non-executive Directors.

    Chair must be a member of the Committee who is not Chair of the Board.

    Committee members must have working familiarity with basic accounting and finance practices with at least one member having financial expertise. Members between them must have sufficient understanding of the industry in which AGL operates.

    Mark Bloom (Chair)

    Jacqueline Hey

    Patricia McKenzie

    The ARMC assists the Board to fulfill its responsibilities through the effective identification, assessment, monitoring and management of risks and compliance with legal and regulatory requirements.

    Specifically, the ARMC's primary responsibilities include overseeing:

    • the integrity of financial reporting;
    • external audit engagement;
    • independence and performance of AGL's internal audit function;
    • risk management controls, policies, and procedures; and
    • policies and procedures for ensuring AGL's compliance with laws and regulations.

    Safety, Customer and Corporate Responsibility Committee (SCCR)

    Comprises of at least 3 members, all of whom must be independent non-executive Directors.

    Chair must be a member of the Committee who is not Chair of the Board.

    There must be at least 1 member from each of the P&PC and ARMC to allow for effective coordination and communication between Committees.

    Jacqueline Hey (Chair)

    Diane Smith-Gander

    Mark Bloom

    Review and oversight of the development and implementation of policies and procedures that enable AGL to operate its business safely, ethically and responsibly.

    Assist the Board in monitoring AGL's actions to achieve its objective in being a safe, ethical and socially responsible customer-centric organisation.

    Nominations Committee

    Comprises all independent non-executive Directors of AGL (unless Board determines otherwise).

    Chair is the Chair of the Board
    Peter Botten (Chair)

    Jacqueline Hey

    Diane Smith-Gander

    Patricia McKenzie

    Mark Bloom
    The Committee’s purpose is to review and recommend to the Board matters relating to:

  • optimal Board composition;
  • performance evaluation of the Board, its Committees and individual Directors; and
  • succession planning for the Board.
  • People & Performance Committee (P&PC)

    Comprises at least 3 members, all of whom must be independent non-executive Directors.

    Chair must be a member of the Committee who is not a Chair of the Board.

    Diane Smith-Gander (Chair)

    Patricia McKenzie

    Peter Botten (Chair)

    The Committee:
  • makes recommendations to the Board in respect of AGL’s remuneration practices and framework to ensure alignment with AGL’s core Values, risk appetite and desired company culture;
  • reviews the performance and remuneration of senior management;
  • approves AGL’s remuneration framework and employment policies, procedures and programs; and
  • makes recommendations to the Board in relation to Director remuneration, employment-related policies applicable to AGL’s senior management, talent management and succession planning for key management roles and measurable diversity objectives.
  • AGL's Executive Team

    The Board has delegated to the CEO, Graeme Hunt, the authority to manage AGL’s day-to-day affairs and the authority to manage AGL’s affairs in relation to all matters, other than those responsibilities reserved by the Board to itself, including in the Board Charter.

    The CEO’s role includes:

    • leading AGL’s Executive Team;
    • accounting to the Board for AGL’s overall management and performance; and
    • management of AGL in accordance with the strategy, business plans and policies approved by the Board.

    The CEO has authority to sub-delegate to the Executive Team. The Executive Team comprises the CEO and senior managers who report directly to the CEO.

    Specific limits on the authority delegated to the CEO and the Executive Team are set out in a Delegations of Authority Policy approved by the Board.

    Each member of AGL’s Executive Team (including the CEO) is employed under a Service Agreement that sets out the terms on which the Executive is employed including details of the Executive’s duties, responsibilities, rights and remuneration entitlements. The Service Agreement also sets out the circumstances in which the employment of the Executive may be terminated by either AGL or the Executive, including details of notice periods and the amounts payable to the Executive as a consequence of the termination by AGL of the Executive’s employment.

    When considering the appointment of a new Executive, AGL carries out appropriate reference checks (including due-diligence in respect of the candidate’s character, experience, education, criminal record and bankruptcy status) before AGL makes an offer of employment to the candidate.

    While Executive Team members have individual accountability for their respective business functions, the Executive Team has collective accountability for management of risk across AGL. This is supported by, among other things, regular results and priorities meetings where emerging risks and key decisions affecting the business are discussed and agreed by Executive Team members.

    The CEO and other members of the Executive Team regularly attend Board and Committee meetings to report on and discuss key issues and the existing and emerging risks of the business. The Directors have the opportunity, where required, to challenge the Executive Team and hold Executives to account in relation to particular issues that may arise.

    The Remuneration Report on pages 63 to 86 of the 2021 Annual Report sets out AGL’s policies and practices for remunerating non-executive Directors and executives. The arrangements that apply to the CEO and Executive Team are different to those of non-executive Directors.

    The Board reviews the CEO’s and Executive Team's performance annually against agreed performance objectives and other relevant factors.

    Executive Team performance evaluations were conducted for FY21 in accordance with this process. Details of the evaluation process and the linkages between the result of performance evaluations and remuneration are disclosed in the Remuneration Report on pages 63 to 86 of the 2021 Annual Report.

    The Board is responsible for the appointment of AGL’s Company Secretaries. AGL has appointed two Company Secretaries.

    AGL’s General Counsel and Company Secretary, John Fitzgerald, acts as secretary of the Board and each Board Committee, attending all meetings of the Board and Board Committees as required. John Fitzgerald fulfils other management responsibilities in addition to company secretarial duties in his role as General Counsel. The formal reporting line of John Fitzgerald is to the CEO.

    Melinda Hunter is responsible for the day-to-day operations of the Company Secretariat function and attends meetings of the Board and Board Committees as required.

    The Company Secretaries are accountable to the Board through the Chairperson on all corporate governance matters and all matters to do with the proper functioning of the Board.

    Diversity and inclusion

    AGL’s purpose, ‘Progress for Life,’ centres on how the organisation can improve the lives of its people, customers, communities and planet, and is underpinned by AGL’s Values: Care in every action, Integrity always, Better together, Deliver your best and Shape tomorrow. Living these values requires an inclusive workplace culture where diversity is embraced and where AGL’s people feel comfortable to ‘speak up’.

    AGL’s Diversity and Inclusion Policy describes AGL’s approach to diversity and inclusion and how these attributes are to be embedded in AGL workplaces. It provides a framework to effectively embed and support a diverse and inclusive workplace for all employees and describes behaviours, including discrimination, harassment and bullying, that are unlawful and unacceptable at AGL. AGL recognises that there is a positive correlation between increased representation of women on company boards and in senior management positions and the achievement of better financial performance, higher employee retention rates and enhanced corporate image and reputation. AGL's Diversity and Inclusion Policy includes specific provisions regarding gender diversity.

    AGL has established a Diversity & Inclusion Council (Council) to support the achievement of a diverse workforce and an inclusive workplace culture. The Council is chaired by AGL’s EGM People & Culture, and during FY21 comprised 14 other leaders from across AGL’s major businesses and geographies, representing different diversity interests.

    AGL has a commitment to review gender pay equity twice a year; separate to our yearly remuneration review. In 2019 we set a goal to bring down the pay gap percentage between male and female employees in like for like roles. As of January 2021, the average pay gap in like for like roles is 0%, which is the same as in January 2020.

    During FY21, AGL was again awarded Gold Employer Status by the Australian Workplace Equality Index. This is the fourth time AGL has been awarded gold status and demonstrates AGL’s continual commitment to providing a safe and inclusive workplace for employees who identify as LGBTQ+. Christine Corbett (Chief Customer Officer) was also recognised as the Executive Leader of the Year at the Australian LGBTQ Inclusion Awards held in May 2021.

    The People & Performance Committee recommends measurable objectives for achieving gender diversity to the Board for adoption each year and receives regular reports on the progress in achieving those objectives.

    The gender diversity objectives that applied during FY21 are set out below. These objectives were determined to apply until FY23 to reflect AGL's longer term diversity aspirations, with modifications as the Board sees fit:

    • at least 3 female directors and 3 male directors will be represented on the Board;
    • 35% representation of females at AGL;
    • 50% representation of females at AGL in non-Operations roles;
    • 50% representation of females in the non-Operations Senior Leadership Pipeline (SLP);
    • 13% representation of females in the Operations SLP;
    • increased participation of Aboriginal and Torres Strait Islanders employed at AGL (target to be set during FY21 as part of the development of the Reconciliation Action Plan); and
    • establishment of a program to increase participation and support for people with disabilities.

    The objectives listed above were considered by the Board at the end of FY21 and the Board agreed that they should continue to apply during FY22, with modifications to the last two objectives to reflect progress made in respect of developing AGL's first Reconciliation Action Plan which is expected to be published in the first half of FY22, the establishment of the Disability Working Group during FY21 and progress made against the objectives set out in the Disability Action Plan. Those two objectives have been restated to apply during FY22 as:

    • increase participation of Aboriginal and Torres Strait Islander employees employed at AGL; and
    • increase AGL's Access and Inclusion Index score from 13% to 30%.

    AGL has a clear aspiration for the overall SLP to reach 50% representation of females. A significant proportion of the workforce at AGL is weighted to traditionally male-dominated vocations, more specifically the very stable workforce at our operational sites. AGL acknowledges that a 50/50 split for our overall SLP will take longer than 3 years to achieve.

    Set out below is a summary of AGL’s gender diversity objectives for FY21 and progress made in achieving those objectives.

      FY20 Diversity Objective Progress Made
    1 At least three female directors and three male directors will continue to be represented on the Board. As at the date of this statement, this target has been achieved with the Board comprising three female directors and four male directors.
    2 35%representation of females at AGL. As at 30 June 2021, 33% of AGL's workforce was female.
    3 50% representation of females at AGL in non-Operations roles. As at 30 June 2021, 49% of AGL's workforce in non-Operations roles was female.
    4 50% representation of females in the non-Operations SLP. As at 30 June 2021, 43% of AGL's non-Operations SLP was female.
    5 13% representation of females in the Operations SLP As at 30 June 2021, 8% of the Operations SLP was female.

    As at 30 June 2021, the proportion of women employed by the AGL Group (as compared to 30 June 2020) is as follows:

    Objective FY20 FY21
    Female directors on the Board 37.5% 42.8%
    Female employees in Executive Positions 1 33% 33%
    Female employees in Enterprise Leadership Team 2 54% 50%
    Female employees in Senior Leadership Pipeline 37.9% 36.3
    Female employees in the AGL Group 33% 33%

    1. An AGL Executive is defined as the CEO and each direct report to the CEO. As at 30 June 2021, there were 8 Executives.

    2. The Enterprise Leadership Team excludes the Executive Team and generally, each direct report to an Executive Team member.

    AGL has supported a number of priority activities during FY21 to increase the proportion of women in SLP roles and across the AGL Group. Details of key activities and broader Diversity & Inclusion initiatives are summarised below.

    1. Increase transparency, planning and monitoring of the representation of women in leadership
    Although AGL’s SLP comprises nearly 40% women, AGL is committed to creating a further balanced, diverse and inclusive workforce. To achieve this, the representation of women in the SLP is closely monitored. Business units, where the representation of women in the SLP is less than 50%, have developed and monitor their progress against business unit-specific Gender Equality Action Plans.

    AGL continues to support initiatives that empower women in leadership roles.

    2. Focus on Women in Science, Technology, Engineering and Mathematics
    AGL is committed to help building the representation of women in Science, Technology, Engineering and Mathematics (STEM) related professions and ‘non-traditional’ roles. To achieve this, AGL is partnering with educational institutions to encourage female students from primary schools to tertiary institutions to pursue career pathways in STEM.

    AGL has also introduced a range of initiatives aimed at increasing the visibility of women working in STEM to raise awareness of, and provide specific support to, women working in STEM. An example is the ‘Girls of IT’ group launched on Yammer to provide advice and mentorship, and AGL’s support of the ‘Try a Trade’ day.

    AGL's senior and executive leaders have also been involved in championing STEM initiatives. For example, our EGM for Future Business & Technology recently joined the Swinburne University of Technology Council as well as the advisory board for Indigitek, which is a not-for-profit company supporting the growth of opportunities in STEM and technology for First Nations people.

    3. Fostering a supportive workplace for our people who have caring responsibilities
    To support AGL’s Flexible Work strategy and inclusive culture, AGL introduced Families at AGL which provides education and practical advice for our people in the important areas of families, career and wellbeing. Offered as webinars, podcasts, toolkits and workshops, the program supports the large proportion of our workforce who have caring responsibilities, including a focus on men who are primary carers. Families at AGL has also facilitated the launch of AGL’s Parents Network, consisting of over 100 members across various AGL sites. The AGL Parents Network facilitates
    fortnightly virtual conversations on different carer related topics to support its people. In line with AGL’s commitment to supporting those with caring responsibilities, AGL offers one of the highest industry provisions of paid parental leave to its workforce.

    AGL announced its support for the National Work + Family Standards released in partnership with UNICEF Australia and Parents At Work. As part of the sponsorship, AGL will be working closely with Family Friendly Workplaces to develop a report and action plan that offers a structured approach to enable a sustainable family friendly culture at AGL.

    In May 2021, AGL was recognised as one of the first Australian companies to be certified as a Family Inclusive Workplace in line with national standards. AGL's certification as a Family Inclusive Workplace is a commitment to ongoing implementation, measurement and management that will embed a sustainable family-inclusive workplace culture.

    AGL was also accredited as a Breastfeeding Friendly Workplace for the 11th year in a row by the Australian Breastfeeding Association and achieved ‘Best Practice’ standard.

    4. Increase support and advocacy for women in the recruitment process for senior roles
    AGL continues to maintain initiatives to enhance advocacy for women participating in job selection processes. For example, selection processes for senior roles require a mix of women and men in the shortlist, and a commitment to maintain any agreed flexible working arrangements for key talent who may transition into new roles. Where practicable, AGL seeks to ensure interviews are conducted by a combination of women and men.

    5. Employee-led initiatives to Connect, Grow and Advocate
    During FY21, AGL continued work with AGL Equality, an employee network of women and men advocating for gender equality and who strive to empower women to achieve their career goals by providing opportunities to connect and grow. Each year, AGL Equality hosts a series of events celebrating International Women’s Day. This year’s theme #ChoosetoChallenge featured an enterprise wide panel discussion to discuss the effect of COVID-19 on women in the workplace. This event resulted in the creation of the Equality Alliance, a working group of members from AGL, Medibank, NAB, Australia Post and Telstra, who are committed to driving gender equality. Furthermore, International Women’s Day activities were held across all of our operational sites.

    6. Increase support and advocacy for people in the LGBTQ+ community
    AGL Shine is a diversity network, which drives a diverse and inclusive workplace culture in which our lesbian, gay, bisexual, transgender and queer (LGBTQ+) people feel valued, safe and included at work.

    AGL Shine co-founded a professional LGBTQ+ women’s network, Rainbow Women, in 2018. Since then, the network has established its purpose to ‘provide a space for professional LGBTQ+ women, including non-binary and gender diverse women, to build authentic connections with one another’. This network has a vision of ‘empowering professional LGBTQ+ women to be their authentic selves in all aspects of their lives’. Within two years of its inception, the network has grown to now span 3 cities, with over 85 members, across 17 industries and 44 organisations.

    AGL updated its Gender Identity and Gender Affirmation Guidelines at the end of 2020 to include up to six weeks (30 days) of paid Gender Affirmation leave for transgender employees who require time away from work to affirm their gender.

    In FY21 AGL showed its support for intersex communities across Australia and New Zealand by affirming the Darlington Statement. The Darlington Statement is a joint consensus statement by Australian and New Zealand intersex organisations and independent advocates, written in March 2017. It articulates the human rights demands of people with intersex variations.

    7. Recognising and celebrating cultural diversity
    In FY21 the AGL Indigenous Engagement Working Group (IEWG) was established. The IEWG has prepared AGL's first Reconciliation Action Plan which is expected to be published in the first half of FY22 and wil be made available on AGL's website.

    AGL's employee Culturally and Linguistically Diverse Network (CALD Network) was established in FY21. The CALD Network aims to advocate for cultural and linguistic diversity in our communities and the AGL workplace. It also raises awareness of cultural events and celebrations as a means to educate AGL personnel of the different cultures within AGL.

    8. Improving accessibility
    In FY21 the AGL Disability Working Group (DWG) was established to create and foster a safe and supportive workplace for employees with disability. A DWG Action Plan has been formalised and is being implemented. The DWG has four primary areas of focus: building awareness of the barriers in the workplace that impact on people with disability being able to participate in the workplace; enhancing the skills of AGL leaders to help support and develop employees with disability and create inclusive environments; facilitating an improved capacity to employ, develop and retain people with disability; and develop and maintain a workplace that is inclusive and engaging.

    9. Respectful and safe workplaces

    In May 2021 AGL's CEO signed Diversity Council Australia's #StandforRespect pledge alongside CEOs from other leading companies across Australia. The #StandforRespect pledge is a pledge to help make Australian workplaces respectful and safe for everyone. This reaffirms AGL's commitment to taking a stand against gendered harassment and violence in all its forms.

    Risk management framework and financial reporting

    AGL faces a wide variety of risks due to the nature of its operations. Details of AGL’s strategic risks, including AGL’s economic, environmental and social risks and how these risks are managed, are set out in the Operating and Financial Review section of the Annual Report on pages 9 to 53.

    AGL is committed to ensuring that risk management practices are embedded into all business processes and operations in order to drive consistent, effective and accountable action, decision-making and management practice.

    The Board has adopted a Risk Management Policy that sets out AGL’s objectives for risk management and clearly articulates the responsibilities of all AGL personnel in relation to the management of financial and non-financial risks. AGL has also adopted a Statement of Risk Appetite, which is approved by the Board and overseen by the ARMC. AGL's Statement of Risk Appetite was updated and approved by the Board in FY21.

    AGL seeks to embed risk management principles and practices into strategy development and day-to-day business processes to achieve robust and responsible commercial outcomes. AGL’s Risk Management model is based on the ‘three lines of defence’ and is illustrated in the table below.


    Oversight
    Board of directors
    Board audit and risk management committee
    Governance Committees

    Accountability and Responsibility
    1st line of defence 2nd line of defence  3rd line of defence
    Business units/operational management Group risk and compliance Group internal audit and external audit activities
    Responsible for effectively identifying, assessing and managing risk to achieve AGL's objectives in accordance with AGL's risk and compliance management standards

    Responsible for enterprise wide risk and compliance standard systems 

    Oversight and support

    Responsible for independent assurance on governance, risk management and internal control purposes

    AGL has issued its FY21 report prepared in line with the TCFD framework, which is available on AGL’s website. The TCFD Report details AGL’s governance, strategy, risks and opportunities and performance in relation to climate change, which reflects our commitment to transparency outlined in the AGL Climate Statement.

    In light of the COVID-19 pandemic, AGL increased its focus on social risks including the creation of a Pandemic Working Group responsible for overseeing AGL’s response to the COVID-19 pandemic. The Working Group is comprised of a number of members of the Executive Team and senior management, with regular reports provided to both the Executive Team and the Directors.


    AGL systematically examines all operational and financial activities to identify material risk exposures using an enterprise-wide risk program aligned with ISO 31000, the international standard for risk management. This program is supported by:

    • AGL's Risk Management Policy; and
    • AGL’s Risk Management & Assessment Standard, the objectives of which are to provide guidance to AGL employees on how to conduct risk assessments, ensure consistency and simplicity in approach to risk identification, evaluation and management, and establish a common ‘risk’ language across the business.

    AGL has implemented a number of other policies that directly or indirectly serve to mitigate and manage risk (including the Securities Dealing Policy and the Market Disclosure Policy). AGL also has in place a number of business unit and/or site based policies and procedures to allow for the safe and reliable operation of power generation plants and other operating assets.

    The Board is responsible for approving and monitoring the implementation of policies governing AGL’s systems of internal compliance, risk management and control.

    The ARMC, among other things, reviews and recommends AGL’s risk management policies and material strategic risks (Tier 1 Risks) to the Board for approval and reviews and monitors the implementation of policies and procedures for identifying, assessing, monitoring and managing risk.

    During FY20, the ARMC and the Board considered and approved AGL’s Tier 1 Risks.

    The ARMC receives presentations from management on AGL’s material strategic risks (both financial and non-financial) and the controls in place to mitigate or manage those risks at each meeting. The ARMC and the Board annually review AGL’s strategic risks and the risk management framework to ensure that it continues to be sound and operate effectively and within the risk appetite set by the Board. AGL’s risk appetite statement was updated and approved by the Board during FY20.

    In addition, the ARMC has assumed responsibility for overseeing the issues, incidents and risks identified by management in the quarterly Group Audit, compliance and risk reports, and ensuring there is clear accountability for, and effective closure of, relevant issues. During FY20, the Board reviewed and approved AGL’s risk management framework and found that the framework was sound and effectively operating within the risk appetite set by the Board.

    The ARMC receives regular presentations from management throughout the year on specific risk topics, for example IT security, plant readiness for peak period operations, treasury and wholesale markets operations, competition and consumer law compliance and insurance. The ARMC also has responsibility for approving the internal audit plan submitted annually by Group Audit. The internal audit plan is primarily based on an assessment of AGL’s material strategic risk exposures and covers financial, operational and reputational risk areas.

    Group Audit is AGL’s internal audit function, which provides assurance over the governance, risk management and internal control frameworks of AGL. Group Audit provides the Board and senior management with an independent and objective evaluation of the adequacy and effectiveness of management’s control over risk. Group Audit’s responsibilities include providing regular reports to the ARMC and raising any significant issues with the ARMC, including how each issue is to be addressed and the timeframes within which management has committed to remediate the issues identified. Any overdue actions identified by Group Audit are also reported to the ARMC.

    The General Manager, Group Audit has a direct reporting line to the Chair of the ARMC and an administrative reporting line to the General Counsel & Company Secretary. Group Audit is governed by a Charter which is approved by the ARMC that sets out the purpose, role, scope and high level standards for the function.

    Group Audit delivers its objectives through accessing the professional skills and capabilities of:

    • trained audit professionals who are part of the Group Audit function; and
    • services provided by external consultants in respect of specialist technical or operational areas.

    Group Audit’s approach to developing the annual Audit Plan involves the consideration of existing and emerging areas of risk, as well as areas of significant change, both within AGL and across the energy industry. This is then assessed in the context of previous audit coverage and outcomes, other sources of assurance, and stakeholder input.

    The Board receives reports from management about AGL’s financial condition and operational results at each scheduled Board meeting.

    The ARMC reviews and discusses the half-yearly and annual financial reports with management and the external auditors, including the disclosures made in those reports and recommends to the Board whether the financial reports should be approved.

    Before the Board approves the financial statements for a financial period (including the full year and half-year), the CEO and CFO provide declarations to the Board that, in their opinion, the financial records of AGL have been properly maintained and that the financial statements comply with the Accounting Standards and give a true and fair view of the financial position and performance of AGL. They also provide confirmation that these opinions have been formed on the basis of a sound system of risk management and internal control, which is operating effectively.

    AGL is committed to providing clear, concise and effective disclosure to shareholders and other stakeholders in its corporate reports. In circumstances where AGL’s auditor has not been required to review a periodic corporate report, AGL conducts an internal verification exercise (with assistance from third party professional services firms where appropriate) to ensure that such reports are materially accurate, balanced and provide investors with appropriate information to make informed investment decisions. Material statements in these documents are verified by relevant business management prior to approval for release to the market.

    The role of the external auditor is to provide an independent opinion that AGL’s financial reports are true and fair and comply with applicable regulations.

    AGL’s external auditor is Deloitte. Deloitte attends the AGM each year and shareholders have the opportunity to ask the auditor written questions in advance of the AGM or to ask questions at the AGM relevant to the audit.

    AGL’s Auditor Independence Policy contains details of the procedures for the selection, appointment, independence and performance of the external auditor.

    Under the Auditor Independence Policy, the external auditor is precluded from providing any services that might threaten their independence, or conflict with their assurance and compliance role.

    Reports on the provision of auditing and related services are provided to the ARMC on a regular basis. The ARMC and the Board concluded that non-audit services provided during FY21 did not compromise the external auditor's independence requirements under the Corporations Act.

    The performance of the external auditor is discussed by the ARMC following completion of the full year financial statements. The Chairperson of the ARMC subsequently meets with the external auditor to discuss recommendations for improvements to the conduct of the audit.

    AGL’s key corporate governance policies

    Details of AGL’s key corporate governance policies (PDF) are summarised below.

    AGL has a Code of Conduct that applies to AGL and its Directors, employees and contractors and sets out the standards of responsibility and ethical conduct required of ‘our People’. AGL’s commitments under the Code of Conduct are as follows:

    • We act with integrity always.
    • We observe the law, our obligations, voluntary commitments and internal standards.
    • We value and maintain professionalism in all of our dealings and deliver our best.
    • We respect privacy and confidentiality.
    • We manage conflicts of interest.
    • We look after our People and take care in every action.
    • We recognise our responsibilities to our stakeholders with a view to shaping tomorrow.
    • We uphold our values and behaviours outlined in the Code of Conduct and strive to work better together.

    Training on the Code of Conduct is part of the induction process for new AGL people. In addition, all AGL people complete online refresher training modules on the Code of Conduct annually.

    The Code of Conduct provides a mechanism to enable AGL people to report actual or suspected breaches, including an independent service to allow for anonymous reporting. An Ethics Panel oversees the application of the Code of Conduct in AGL, including overseeing the investigation of alleged breaches of the Code of Conduct where appropriate, monitoring compliance and recommending amendments to the Board.

    Any material breaches of the Code of Conduct are reported to the Board and monitored until the relevant breach is considered closed.

    AGL's Whistleblower Protection Policy encourages reporting of suspected unethical, illegal or undesirable behaviour and promotes a culture of honest and ethical conduct. This policy is reviewed every two years and was updated in FY21.

    A third party whistleblower service provider facilitates AGL’s employees and other stakeholders speaking up regarding any concerns that AGL or its people are failing to meet ethical or legal standards.

    Any material incidents are reported to the Board.

    AGL’s Anti-Bribery, Corruption and Fraud Policy (PDF) prohibits any AGL activities that cause, support, or conceal corruption or bribery in any form.

    Any material breaches are reported to the Board.

    AGL’s Market Disclosure Policy describes AGL's continuous disclosure obligations and how they are managed by AGL. This policy is reviewed every two years and was updated in FY21.

    AGL’s Market Disclosure Committee comprises of the CEO, the Company Secretary, the CFO and the General Manager, Corporate Finance. The Committee is responsible for monitoring compliance with the Policy including determining whether market sensitive information should be disclosed to the ASX. In addition, all members of the Executive Team provide a quarterly confirmation in relation to continuous disclosure compliance.

    Directors receive copies of all announcements immediately after notification to the ASX. All ASX announcements are available from AGL’s Media Centre.

    AGL’s Securities Dealing Policy (PDF) outlines when AGL employees may deal in AGL securities, or the securities of other companies.

    The policy specifically prohibits AGL Directors, Executives and employees from using derivatives in relation to any unvested AGL securities that have been granted under any of AGL’s equity-based remuneration schemes.

    Derivatives may be used in relation to AGL securities that have vested, provided any dealing in those derivatives complies with the other requirements of AGL’s Securities Dealing Policy.

    AGL is committed to maintaining a culture of compliance and ethical behaviour that is underpinned by its Purpose, Values and the AGL Code of Conduct.

    AGL’s Compliance Management Policy (PDF) sets out AGL’s compliance management objectives, AGL’s compliance management approach and clearly articulates responsibilities of all AGL personnel in relation to compliance. Building and maintaining a strong compliance culture is critical to achieving AGL’s strategic, operational and commercial objectives.

    Shareholder engagement

    AGL operates an investor relations program to facilitate effective two-way communications with investors. This program seeks to keep shareholders informed about AGL’s activities and to listen to issues or concerns raised by shareholders.

    AGL holds regular investor briefings and asset tours, webcasts these events (where practicable) and provides all materials, archived recordings and transcripts via its website.

    As well as attending broker-sponsored conferences, AGL participates at several industry conferences throughout the year.

    Copies of new and substantive investor or analyst presentations are lodged with the ASX ahead of the presentation and, where practicable, shareholders are provided with the opportunity to participate in such presentations.

    AGL also regularly engages with corporate governance advisory firms, shareholder representative bodies, institutional investors, proxy advisers and retail investor groups to understand market expectations on topics including governance, ESG and remuneration. The Chair of the Board and the Chair of the People & Performance Committee both participate in meetings with such organisations so the Board can be in a better position to receive direct feedback about the effectiveness of AGL’s corporate governance arrangements.

    Fundamental to AGL’s investor relations program is the management of its continuous disclosure obligations, which facilitates all shareholders having access to important company information. In addition to lodging this information with the ASX, AGL uses its website to make information about the company and its activities available to shareholders. The Investor Centre on AGL’s website contains a wide range of information relevant to shareholders including copies of past Annual Reports and ASX announcements and an Investor Calendar.

    Shareholders may elect to receive all shareholder communications, including dividend statements and announcements by email and may also communicate with AGL and the Share Registry (Computershare) electronically.

    In relation to AGMs, shareholders are invited to submit questions before the meeting. This helps the company understand shareholder issues and concerns and address key areas of shareholder feedback. The Chair also encourages shareholders to ask questions and make comments about AGL’s operations and the performance of the Board and senior management at the AGM. The Chair may respond directly to questions or, at his discretion, may refer a question to another Director, the CEO or a member of the Executive Team. All resolutions at the AGM are decided by a poll.

    Shareholder meetings are webcast and analyst/media briefings in relation to half-year and full year financial results and other significant events can be heard by teleconference.

    The AGL Share Register is managed and maintained by Computershare Limited. Shareholders can access their shareholding details or make enquiries about their current shareholding electronically by quoting their Shareholder Reference Number (SRN) or Personal Identification Number (PIN), via www-au.computershare.com/Investor or by emailing aglenergy@computershare.com.au.

    AGL'S 2021 ANNUAL GENERAL MEETING
    The health and safety of our people, shareholders and the communities in which we operate is of paramount importance to AGL. Accordingly, in light of the uncertainty and potential health risks created by the COVID-19 pandemic, and taking into consideration the actions taken by governments to address these concerns, this year AGL’s AGM will be held online. Shareholders will still have the ability to vote and submit questions in advance and “live” during the meeting. AGL considers these measures to be appropriate for the 2021 AGM given the likelihood that physical attendance will not be feasible for the vast majority of shareholders.