appointment of, and for reviewing the independence of, the external auditor. 

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 Committee. The Directors have concluded that non-audit services provided did not compromise the external auditor’s independence requirements under the Corporations Act. 

AGL’s Auditor Independence Policy is published on AGL’s website. 

## Principle 5: Make timely and balanced disclosure 

## Recommendation 5.1 – Companies should establish continuous disclosure policies and ensure compliance with those policies 

## Market Disclosure 

AGL’s Market Disclosure Policy describes AGL’s continuous disclosure obligations and how they are managed by AGL, as well as how AGL communicates with financial markets. The Policy is complemented by the Market Disclosure Plan that gives effect to the Policy. The Market Disclosure Policy was reviewed during the year. Both the Market Disclosure Policy and the Market Disclosure Plan are published on AGL’s website. 

The Market Disclosure Committee comprises the CEO, the Company Secretary (the nominated Continuous Disclosure Officer), the CFO and the Head of Capital Markets. It is responsible for monitoring compliance with the Market Disclosure Policy. The Head of Capital Markets is the convenor of meetings of the Committee. 

The Committee is responsible for ensuring that all AGL announcements are made in a timely fashion, contain material information that is both objective and factual, and are clearly written to allow investors to assess the effect of information on their investment decisions. The Committee is also responsible for recommending changes to the Market Disclosure Policy. 

## Accountability 

The Company Secretary reports to the Board quarterly on matters that were either notified or not notified to the ASX. Directors receive copies of all announcements immediately after notification to the ASX. All ASX announcements are available in the Media centre on the AGL website. 

All AGL Executives confirm in writing to the Board, on a quarterly basis, that matters which might need to be disclosed have been brought to the attention of the Continuous Disclosure Officer for review. 

## Financial market communications 

Communication with the financial market is the responsibility of the CEO, CFO and Head of Capital Markets. Communication with the media is the responsibility of the CEO, the Company Secretary, and the Head of Corporate Communications. The Market Disclosure Policy covers briefings to institutional investors and stockbroking analysts, general briefings, one-on-one briefings, blackout periods, compliance and review as well as media briefings. The Market Disclosure Plan provides further guidance on how to give effect to the Market Disclosure Policy. 

The substantive content of all market presentations about the half year and full year financial results, and all statements relating to AGL’s future earnings performance, must be referred to and approved by the Board before they are disclosed to the market. 

## Principle 6: Respect the rights of shareholders 

## Recommendation 6.1 – Companies should establish a shareholder 

communication policy AGL has not established a formal shareholder communications policy, but it does take appropriate measures to keep shareholders informed about its activities. 

## Electronic Communication 

Shareholders have the option of electing to receive all shareholder communications, including dividend statements, by email. AGL provides a printed copy of the Annual Report to only those shareholders who have specifically elected to receive a printed copy. Other shareholders are advised that the Annual Report is available on the AGL website. 

AGL’s website allows shareholders to view all ASX and media releases since at least December 2007; various investor presentations; a copy of the most recent Annual Report and Annual Reports for at least the two previous financial years; and the notice of meeting and accompanying explanatory material for the most recent Annual General Meeting and the Annual General Meetings for at least the two previous financial years. 

All announcements made to the ASX are available to shareholders by email notification when a shareholder provides the AGL Share Registry with their email address and elects to be notified of all AGL ASX announcements. 

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. 

## Meetings 

Notices of meeting sent to AGL’s shareholders comply with the “Guidelines for notices of meeting” issued by the ASX in August 2007. Shareholders are invited to submit questions before the meeting and, at the meeting, the Chairman attempts to answer as many of these as is practical. Almost 100 shareholders took the opportunity to submit questions in advance of the 2011 Annual General Meeting. 

The Chairman also encourages shareholders at the meeting to ask questions and make comments about AGL’s operations and the performance of the Board and senior management. The Chairman 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. 

New Directors or Directors seeking re-election are given the opportunity to address the meeting and to answer questions from shareholders. 

AGL has adopted the practice of conducting a poll on each motion being considered at the meeting. Shareholders in attendance at the meeting are also given the opportunity to vote by a show of hands before the poll is conducted. 

The external auditor attends AGL’s Annual General Meeting. Shareholders may submit written questions to the auditor to be considered at the meeting in relation to the conduct of the audit and the preparation and content of the Independent Audit Report by providing the questions to AGL at least five business days before the day of the meeting. No questions were sent to the auditor in advance of the 2011 Annual General Meeting. Shareholders are also given a reasonable opportunity at the meeting to ask the auditor questions relevant to the conduct of the audit, the Independent Audit Report, the accounting policies adopted by AGL and the independence of the auditor. 

