POLICIES & PROCEDURES

Code of Conduct

As part of APK’s Corporate Governance Policy, APK expects its employees and consultants to act with integrity and objectivity and maintain appropriate ethical standards.  Details of these expectations are outlined in the company’s Code of Conduct.

Constitution

The internal management of Australian Power and Gas Company Limited is governed by:
• provisions of the Corporations Act 2001 (the Act) that apply to the company - known as Replaceable Rules;
• a Constitution; or
• a combination of both (s.135 and 136 of the Corporations Act 2001).

A company adopts a Constitution either:
• on registration, if each person specified in the registration application as a person who consents to become a member, agrees in writing to the terms of a constitution before the application is lodged; or;
• after registration, if the company passes a special resolution adopting a constitution.
• A company may modify or repeal its constitution, or a provision of its constitution, by passing a special resolution A special resolution requires at least 21 days notice (28 days for public listed companies) and the agreement of a 75% majority of eligible voters (refer sections 9, 136, 137, 140, 249H and 249L of the Corporations Act 2001).

In addition, as APK is listed on the Australian Securities Exchange (ASX), it is also regulated by the Listing Rules of the ASX.

Corporate Governance Statement

Australian Power and Gas Company Limited and the board are committed to achieving and demonstrating the highest standards of corporate governance.  An extensive review of the Parent Entity's corporate governance framework was completed on 28 July 2009 in light of the best practice recommendations released by the Australian Stock Exchange Corporate Governance Council.  The board continues to review the framework and practices to ensure they meet the interests of shareholders.

Share Trading Policy

The Corporations Act 2001 and Listing Rules of the ASX have strict regulations in relation to the trading of securities, particular for listed securities. The company has adopted a policy which all employees, consultants and other relevant parties  are required to follow when dealing in the securities of the company.