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## Corporate Governance 

## Audit and Risk Management Committee 

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## Safety, Sustainability and Corporate Responsibility Committee 

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## People and Performance Committee 

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## Nominations Committee 

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## Principle 3: Promote ethical and responsible decision making 

Ethical decision making is integral to the conduct of AGL’s business. The Safety, Sustainability and Corporate Responsibility Committee assists the Board in enabling AGL to operate its businesses ethically, responsibly and sustainably. 

The Committee currently comprises three non-executive and independent Directors, Sandra McPhee (Chair), Bruce Phillips and Les Hosking. The Committee has a formal Charter that was most recently reviewed in June 2012. A copy of that Charter is available on AGL’s website. 

The Committee oversees and reviews: 

> AGL’s actions to meet its obligation to maintain the health and safety of its people; 

> the social, environmental and ethical impact of AGL’s activities; 

> initiatives to enhance AGL’s sustainable business practices and reputation as a responsible corporate citizen; 

> integration of safety, sustainability and corporate responsibility in the formulation of AGL’s corporate strategy, 

risk management framework, and people and culture priorities; and 

> AGL’s compliance with all relevant legal obligations on the matters within its responsibilities. 

The Committee met four times during the year. Three of the meetings were held at AGL business unit operating sites to allow Committee members the opportunity to better understand AGL’s operations. 

## Recommendation 3.1 – Companies should establish a Code of Conduct 

AGL has a Code of Conduct that applies to AGL and its Directors, employees and contractors (all of which are referred to as “employees” in the Code). 

The Code of Conduct sets out a number of overarching principles of ethical behaviour and explains: 

> the obligations of AGL to put in place mechanisms to assist all employees to act in accordance with these principles; and 

> how AGL employees should act consistently with these principles. 

The ethical principles are set out under the following headings: 

Acting honestly and with integrity 

Observing the law 

Valuing and maintaining professionalism 

Respecting confidentiality 

Managing conflicts of interest 

Looking after our employees 

Looking after the community 

Training about the Code of Conduct is part of the induction process for new AGL employees. 

The Code of Conduct provides a mechanism to enable employees to report actual or suspected breaches, including an independently monitored Diversity Support Line telephone service to allow for anonymous reporting. An Ethics Panel oversees the application of the Code of Conduct in AGL, including investigating alleged breaches of the Code, monitoring compliance and recommending amendments to the Board. The Ethics Panel comprises the Company Secretary, Group Head of People and Culture, the Head of Legal, the Head of Group Audit, and Ms Susan Cunningham – an independent $^{36}$ 

