Australian Pipeline Ltd ACN 091 344 704 | Australian Pipeline Trust ARSN 091 678 778 | APT Investment Trust ARSN 115 585 441 Level 25, 580 George Street Sydney NSW 2000 | PO Box R41 Royal Exchange NSW 1225 Phone +61 2 9693 0000 | Fax +61 2 9693 0093

APA Group | apa.com.au

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25 August 2021

ASX ANNOUNCEMENT

APA Group (ASX: APA)

CORPORATE GOVERNANCE STATEMENT and APPENDIX 4G

In accordance with ASX Listing Rules 4.7 and 4.10.3, a copy of APA Group’s Corporate Governance Statement and the Appendix 4G concerning that statement are attached.

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Authorised for release by Nevenka Codevelle

Company Secretary Australian Pipeline Limited

For further information, please contact:

Investor enquiries: Mark Ley General Manager, Investor Relations Telephone: +61 2 8044 7045 Mob: +61 419 491 712 Email: [email protected]

Media enquiries:

Ben Pratt General Manager, External Affairs & Reputation Telephone: +61 2 9228 8300 Mob: +61 419 968 734 Email: [email protected]

About APA Group (APA)

APA is a leading Australian Securities Exchange (ASX) listed energy infrastructure business. We own and/or manage and operate a diverse, $21 billion portfolio of gas, electricity, solar and wind assets. Consistent with our purpose to strengthen communities through responsible energy, we deliver approximately half of the nation’s gas usage and connect Victoria with South Australia and New South Wales with Queensland through our investments in electricity transmission assets. We are also one of the largest owners and operators of renewable power generation assets in Australia, with wind and solar projects across the country.

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APT Pipelines Limited is a wholly owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group.

For more information visit APA’s website, apa.com.au.

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APA GROUP

CORPORATE GOVERNANCE STATEMENT

APA Group ( APA ) comprises two registered investment schemes, Australian Pipeline Trust and APT Investment Trust, the securities in which are “stapled” together.

Australian Pipeline Limited ( Responsible Entity ) is the responsible entity of those trusts and is responsible for APA’s corporate governance practices.

The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations articulate eight core principles of good corporate governance and, for each of those principles, recommendations as to their implementation. Adoption of the Council’s recommendations is not compulsory. However, under the Listing Rules of ASX Limited ( ASX ) a listed entity is required to provide a statement disclosing the extent to which it has adopted the recommendations in the reporting period and, if it has not adopted any recommendations, to explain why.

Each of the principles of good corporate governance has been responded to in this statement, and explanations for any departures from the recommendations are set out in this statement.

Various references are made below to APA’s website apa.com.au as a source of information on - corporate governance practices and documentation. The following link https://www.apa.com.au/about - - apa/our organisation/corporate governance/ leads to the corporate governance material. APA securityholders ( Securityholders ) who do not have internet access but wish to read that material should telephone 1800 992 312 (or +61 1800 992 312, if calling from outside Australia) and ask for a copy of the relevant material to be sent to them.

In this statement, the term Reporting Period means the period of 12 months to 30 June 2021.

This statement, approved by the Board of Directors of the Responsible Entity ( Board ) on 25 August 2021, reports against the Fourth Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

Corporate governance highlights for 2021

The Board is committed to conducting APA’s business in accordance with high standards of corporate governance. The Board believes that robust corporate governance policies and practices will facilitate the responsible creation of long-term value for Securityholders and help it to meet the expectations of other stakeholders.

Given the structure of APA, there are certain governance and remuneration related obligations under the Corporations Act 2001 and the ASX Listing Rules that do not apply to APA, but which would ordinarily apply to ASX listed public companies. In line with the Board’s commitment to high standards of corporate governance, on 1 July 2017 APA adopted a corporate governance framework which is designed to be as consistent, as far as is practicable, with the best practice procedures of public listed companies.

The APA Corporate Governance Framework gives Securityholders a number of additional entitlements in relation to governance and remuneration matters, including an advisory vote on APA’s annual Remuneration Report and the ability to remove Directors from the Board. A summary of the Corporate Governance Framework and those additional entitlements is available on APA’s website.

Principle 1: Lay solid foundations for management and oversight

Board and its Committees

The Board is accountable to Securityholders for the proper management of APA’s business and affairs. Its role and responsibilities are set out in the Board Charter, which is published on APA’s website.

The Board meets formally on a regular basis, in accordance with a schedule agreed annually, and whenever necessary to deal with urgent matters which might arise between scheduled meetings. The number of times it met during the Reporting Period and Directors’ attendance at those meetings are set

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out in the Directors’ Report for the Reporting Period contained in the Annual Report which is published on APA’s website.

To assist the Board in carrying out its responsibilities, the following standing Committees of its members have been established:

Audit and Risk Management Committee;
People and Remuneration Committee;
Health, Safety, Environment and Heritage Committee; and
Nomination Committee.

Each Committee has its own Charter that describes the roles and responsibilities delegated to the Committee by the Board, and those Charters are published on APA’s website. The Charters for the Board and its Committees are reviewed by the Board annually. The review in June 2021 resulted in minor updates being made to the Charters. Timetables for Board and Committee meetings are agreed annually in advance.

The Board delegates responsibility to the Managing Director for developing the strategic intent of APA for approval by the Board, implementing that strategic intent and managing the day-to-day operations of APA. The Managing Director consults with the Chairman, in the first instance, on matters which are of a sensitive, extraordinary or strategic nature. The Board will regularly monitor the performance of the Managing Director and the executive and where required, provide feedback to and challenge the Managing Director and the executive. The Board has approved specific limits of authority for the Managing Director in the day-to-day management of the business, and the Managing Director has authority to delegate to management up to those limits.

The Board’s responsibilities include approving the risk appetite statement within which the Board expects management to operate and approving the core values and purpose of APA and articulations of APA’s desired corporate culture. The Board also approves APA’s Code of Conduct.

In addition, as reflected in the Board Charter, the Board responsibilities include:

reviewing and considering the potential impacts of risks relating to climate change on APA’s strategy and business;
receiving information regarding material breaches of the APA Code of Conduct;
overseeing APA’s policies and reporting in respect of modern slavery and human rights related matters, and approved related disclosures;
setting performance targets for the Managing Director and management, considering performance against those targets and determining remuneration outcomes, including having regard to risk outcomes and corporate culture; and
confirming (with the assistance of the People and Remuneration Committee) that APA’s remuneration policies are aligned with the core values, purpose, strategic direction and risk appetite of APA.

The Charters of the standing Committees contain processes for reporting information and referring matters to the Board, or to other standing Committees of the Board (if the relevant matter is within that Committee’s responsibilities). This includes, for example, reporting on risk outcomes and considerations relevant to the People and Remuneration Committee’s recommendations in relation to remuneration outcomes for management.

Background checks

Such checks as the Board considers appropriate in the circumstances are made before appointing a person as a Director or an executive. When a candidate’s nomination for election as a Director is being put forward for approval by Securityholders at an Annual Meeting, as described under Principle 2 below, all material information in APA’s possession that the Board considers relevant to the candidate’s election as a Director will be provided to Securityholders in the relevant notice of meeting.

When considering the appointment of a new Director, the Board and Nomination Committee may engage the services of an external executive search firm to identify suitable candidates for consideration

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and to carry out appropriate reference and background checks. Appropriate reference and background checks are also undertaken when considering the appointment of a new executive.

During the Reporting Period, APA appointed Chief Financial Officer, Adam Watson, Group Executive Strategy & Commercial, Julian Peck and Group Executive People, Safety and Culture, Jane Thomas. Details of their qualifications and experience are set out in the Annual Report. An external search firm was also engaged to assist with these appointments and reference and background checks were undertaken.

Non-executive Directors’ letter of appointment

The current non-executive Directors have each signed a letter setting out the terms of their appointment. The letter documents, amongst other matters:

the roles and responsibilities of the Board and each of its Committees;
expectations of the time commitment to be made by Directors in serving on the Board and its Committees, and of their participation in an annual review of the Board, its Committees and individual Directors;
requirements with respect to the disclosure of Directors’ interests;
the confidentiality of all non-public information obtained during the Director’s appointment;
the fees payable to the Directors;
the Board policy that Directors, by the third anniversary of their appointment, hold APA stapled securities with a value not less than their annual base Board fees, and maintain at least that level of security holding throughout their tenure; and
other key policies that Directors are required to comply with, such as APA’s Securities Trading Policy.

Performance evaluation of Board, its Committees and Directors

Consideration of the performance of the Board, its Committees and individual Directors is undertaken each year and is monitored on an ongoing basis by the Chairman and the relevant Committee Chair. Consideration is given to, amongst other criteria, general board composition, the skill set of the Board and Directors, diversity and succession planning.

During the Reporting Period a comprehensive performance review process was undertaken for the Board, its Committees and individual Directors by an external facilitator with extensive experience conducting Board performance reviews. The review process included an individual structured interview with each Director and the completion of a detailed online questionnaire by each Director. The review focused on the following key areas:

APA’s strategy, including future growth opportunities;
board performance and relationships (both within the Board and with executives and senior management);
quality of governance, and the leadership, composition and size of the Board;
financial literacy, and the quality of financial reporting;
material risk comprehension, and risk management;
on-boarding processes for new Board members, and the provision of professional development opportunities; and
approach to corporate social responsibility.

The overall conclusion was that the Board is well served with a cohort of diverse and qualified individuals with tenure well staggered in terms of bringing in fresh thought (yet not at the expense of historical knowledge). The review confirmed that board contribution and functionality is effective and robust.

The resulting report identified a number of actions that could be taken to further enrich the discussions and effectiveness of APA’s already well-functioning Board. These areas included:

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applying a heightened focus to refining APA’s risk appetite to inform better outcomes with respect to executing on growth strategies;
promoting further discussion on stakeholder management, particularly in light of APA’s refreshed strategic focus; and
further developing the depth of skills on the Board by re-instating APA’s pre-COVID initiatives for continuing education of the Board (including attendance at international industry conferences and relevant site visits) once travel restrictions permit.

Executives’ service contracts and performance evaluations

The Managing Director and each of the executives who report to him have service contracts setting out their responsibilities, conditions of service and termination entitlements.

APA has processes in place to evaluate the performance of senior executives. Each senior executive, including the Managing Director, has a balanced scorecard of key performance indicators and objectives in line with continued delivery of the APA strategy and operational requirements.

The performance evaluation of the Managing Director is handled by the Chairman and is considered by the Board. During the Reporting Period, the Managing Director’s performance evaluation was conducted by the Chairman in conjunction with the Chairman of the People & Remuneration Committee (PRC) as well as formally assessed and approved by the PRC and the Board. Assessment and monitoring of the performance of other senior executives is handled by the Managing Director who reports on those matters to the Chairman and to the People and Remuneration Committee. Performance evaluations of the Managing Director and other senior executives are conducted twice annually. During the Reporting Period the performance evaluation, assessment and monitoring occurred in accordance with this process.

Company Secretary

The Company Secretaries are accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The decision to remove or appoint a Company Secretary requires the Board’s approval.

Diversity

APA is committed to the continued delivery of its Diversity and Inclusion ( D&I ) strategy. The strategy was in its third and final year during the Reporting Period and had three key focus areas of Gender, Age and Cultural Diversity.

The updated 2020-2025 strategy was endorsed by the Board in October 2020. The updated strategy covers four main areas of priority: Gender Equity; Flexibility; Inclusive Leadership and Inclusive Culture (including Indigenous Australians, age, cultural background, LGBTIQ, and disability).

APA’s Diversity and Inclusion 2020 – 2025 Commitments are as follows:

Gender Equity – We are committed to a level playing field by giving all genders the same chance to reach their potential.
Flexibility – We are committed to encouraging flexible ways of working and empowering our people to think differently about where, when and how work is completed to meet our people’s professional and personal goals and priorities.
Inclusive Culture – We are committed to creating an inclusive culture that values all people and addresses biases.
Inclusive Leadership – We are committed to making sure our people feel a sense of belonging, are treated fairly and respectfully, and all our people’s voices are heard and valued.

The D&I strategy will continue to be supported by APA’s Diversity and Inclusion Policy (published on APA’s website) which will also be updated in the next Reporting Period. The policy sets out APA’s commitments, principles and requirements for establishing a workplace that embraces diversity and

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builds an inclusive culture, so all our people feel safe, valued and trusted to do their best every day. Some of those principles include (but are not limited to):

that at APA diversity means difference in thinking, background, sexual orientation, gender, ethnicity and other life experiences. We achieve more, are innovative and empowered when we have teams of people who can think differently but work together;
the importance of inclusion is respecting and harnessing differences to create better outcomes for our customers; and
Diversity & Inclusion must go hand in hand. Only then do we benefit from the many unique perspectives of our people, to spark creativity that drives innovation .

During the period, the D&I strategy and policy sat within the framework of The APA Way which is the blueprint for how we want to do business. At the heart were our five STARS values (Safety, Trustworthy, Adaptable, Results, Service) to guide our behaviours, and during the period this was supported by the five principles of our Decision Compass to guide the way we make decisions. Clarity is given to this with respect to clear standards personal conduct and professional behaviour as set out in our Code of Conduct known as Our Code .

After the Reporting Period, from July 2021 the APA Way including STARS and Decision Compass was replaced with the new APA 5 behaviours, under the Culture Program of Work. The 5 new APA behaviours are courageous , accountable , nimble , collaborative and impactful .

The People and Remuneration Committee of the APA Board provides governance and oversight of APA’s D&I strategy and outcomes. Key to this is the establishment of targets and objectives and during the Reporting Period, all members of the Executive Leadership Team (as well as many senior managers beyond this) were set D&I objectives as part of their performance scorecards. The primary focus was on the completion of the Gender Targets Action Plan activities for FY21 as part of driving the achievement of the Gender Targets (see below). In addition, the Board has continued with their commitment to the target that at least 30% of its non-executive Directors are women, achieving 42.8% female representation for the Reporting Period.

WGEA Reporting, Gender Profile and Targets

As at the date of preparing this statement, APA had submitted 2021 data to the Workplace Gender Equity Agency ( WGEA ) on 30 July 2021, and is currently awaiting the final public report from WGEA. The data submitted reflects the period 1 April 2020 to 31 March 2021.

Reflective of the focus, APA’s 2021 WGEA report for the period of 1 April 2020 to 31 March 2021 shows improvements in our gender representation of our total workforce, our talent pipeline, our executives and general managers as well as improvement in our retention of senior female leaders.

Table1: Reflects the gender composition of the workforce

Percentage of non-executive Directors who are women	42.8%
Percentage of workforce who are women	29.3%
Percentage of leadership roles filled by women(1)	27.4%
Percentage of technical and trades roles filled by women	5.2%

(1) Leadership roles are defined in accordance with the WGEA occupational categories and comprise all levels of management (i.e. key management personnel, general managers, senior managers and other manager roles excluding team leader and supervisory roles.)

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Table 2: Breakdown of women in leadership roles (as reported to WGEA for the period 1 April 2020 - 31 March 2021)

Managing Director	0%
Key management personnel (KMP)2	0%
Other executives/general managers	41.5%
Senior managers	18.7%
Other managers	28.3%

(2) Key management personnel in APA are certain executives being the Chief Executive Officer and Managing Director, the Chief Financial Officer, the President North American Development, the Group Executive Strategy and Commercial and the Group Executive Operations.

APA is aiming to significantly increase the female participation in its workforce and has set targets to achieve this by 2025. In particular, the Board adopted in July 2020 measurable objectives for achieving gender diversity which are set out in Table 3.

Table 3: The Board-endorsed new gender targets with an added category of Extended Leadership (being all people leaders at reporting Levels 3 and 4 in the organisation who are direct reports to an executive and their direct reports):

Area	Female % Target by 2025	FY21 status against Target	FY20 status against Target	FY19 status against Target	FY18 status against Target	FY17 status against Target
Total Workforce	40%	29.3%	29.6%	28.8%	27%	27%
Senior Leaders	30%	26.7%	19.8%	19%	17%	17%
Talent Pipeline	50%	42%	40.6%	33.3%	30%	22%
Extended Leadership	40%	34.8%	32.3	28%	30.5%	N/A

Diversity & Inclusion Working Groups

Aligned to the new strategy a D&I Steering Committee formed, chaired by CEO Rob Wheals. The committee provides governance and strategic oversight of the delivery of APA’s D&I strategy. In addition, to support the CEO in the role of Coalition of Change Champion, two Implementation Leads were appointed. This group works with People, Safety and Culture to deliver on our strategy. During the Reporting Period the key achievements were:

continued rollout of the Inclusive Leadership development program (primarily around unconscious bias) focusing on “everyday sexism” as the case study. Forty per cent of Leaders completed this program;
Women’s networking events based on targeted development initiatives (Women Connected);
targeted national campaigns to promote D&I aligned to national recognition days (ie, Flexibility Day, International Womens’ Day, Naidoc Week);
active use of APA’s Employee Value Proposition ( EVP , developed in FY19) to improve the attraction and sourcing of talent for APA with a focus on increased awareness and communications;
focus on recruitment around D&I and, using the EVP resulting in improved advertising and promotion, an increase in number of female candidates, improved selection tools and establishing a goal of having both genders in all shortlists and interview panels; and
further revision of the Flexible Work Procedure and new intranet page with leader and employee tools to increase the use and effectiveness of flexible arrangements.

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People Developments

Leadership and Talent

APA continues to provide strong focus on leadership development and talent management as critical to building and maintaining the organisation’s overall capabilities for now and into the future. Underpinning this is a suite of capability and competency frameworks.

During the Reporting Period, 112 leaders across the organisation attended the core management development program entitled “Leading at APA”. The program provides skills development in people management activities across core processes including goal setting and performance management, and has received very positive feedback from participants.

During the Reporting Period we have added to the Leadership curriculum offerings including:

High Performing Teams Masterclass (Executive Leadership Team and 16 General Managers); and
an extensive suite of new technical and Leadership Programs via a Digital Learning Library which was launched in October 2020. The Digital Learning Library streams thousands of courses, videos, e-books, and audiobooks that can be accessed anytime and from any device. The Digital Learning Library supplements APA’s existing Learning and Development offerings to support professional and personal development. Programs from this platform are being embedded through Leadership Program and practices.

During the Reporting Period we also continued to deliver the below programs;

Leading Sustainable Performance (56 participants) (previously entitled Leading in a Crisis & Uncertainty);
Leadership Induction webinar (35 participants);
Team Effectiveness (118 participants);
Inclusive Leadership (177 participants); and
Communicating with Presence and Impact (64 participants).

Talent and Succession remained a key area of focus, with structured talent reviews held across all divisions of the organisation in July to September 2020. The structured talent review process continues to have an increased focus on removing bias, and ensuring identification of critical role gaps and implementing actions to address such gaps. During the Reporting Period, one talent review was conducted with a focus on addressing succession gaps and stabilisation, given the new APA structure and changes in the Senior Leadership Team (that is, the new executive and general managers). A talent check in occurred in April 2021 with ELT to identify development roles, with the goal of rotating talent to build breath and readiness for more senior, complex roles. The Ignite 12 month Emerging Leader Program continued with 2 cohorts with a combined participation of 52 leaders. The program focused on developing leadership skills, and included a day in the life of a leader assessment, development workshops, monthly engagement meetings, a 6 month project and mentoring with a senior APA Leader.

New Human Resource Information System

As part of efforts to improve APA’s people processes, its data, reporting and people analytics, throughout the Reporting Period APA successfully launched a new Human Resources Information System ( HRIS ), called people.connect. This new digital platform provides a single source of truth for APA people data, using cloud technology to access the latest functionality in real time.

Two modules, HR Core and Recruitment have been delivered. Other planned modules including onboarding, performance, learning, remuneration and talent management have been put on hold and will be reviewed in line with the broader IT architecture roadmap. A review has commenced as part of Enterprise Resource Planning solution.

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Principle 2: Structure the Board to be effective and add value

Board membership

The Board determines its size and composition, subject to limits imposed by the Responsible Entity’s constitution. The constitution provides for a minimum of three Directors and a maximum of 12.

The names of the current Directors and their experience, length of service as a Director and membership of Board Committees are set out in the Directors’ Report for the Reporting Period contained in the Annual Report.

The composition of the Board is determined in accordance with the Board Charter, which includes the following requirements:

a majority of the Board will be comprised of independent Directors;
the Chairman will be an independent Director; and
a person cannot hold the positions of both Chairman and Managing Director.

The current Board complies with each of those requirements.

The Responsible Entity’s constitution requires one-third of its Directors (excluding the Managing Director and any Director who is standing for re-election after having been appointed as an additional Director or to fill a vacancy) to retire from office at the annual general meeting of the Responsible Entity each year. If the calculation of that one-third is not a whole number, the number of Directors required to retire by this “rotation” process is rounded to the nearest whole number. Retiring Directors are eligible for reelection.

The Responsible Entity’s constitution also provides that if the Board appoints a Director to fill a vacancy or as an addition to the Board, the new Director will hold office until the end of the next annual general meeting of the Responsible Entity and is eligible for re-election.

Further, pursuant to APA’s Corporate Governance Framework, Securityholders may remove a Director from the Board by passing an ordinary resolution to that effect. Where a resolution is passed to remove a Director, they will automatically vacate their office under the Responsible Entity’s constitution.

Securityholders’ right to nominate a Director and to vote on nominees

The Deed Poll initially executed by the Responsible Entity in 2004 and amended with Securityholders’ approval in 2011 (a copy of which is available on APA’s website) affords Securityholders certain rights to nominate for the position of Director on the Board.

On and from the opening date for the receipt of nominations as set out in APA’s published Calendar of Events for the Reporting Period, Securityholders may nominate a person to fill a vacancy on the Board that arises on retirement of either a Director under the “rotation” process or a Director appointed by the Board since the last annual general meeting.

If Securityholders wish to exercise that right, before the closing date for the receipt of nominations set out in APA’s published Calendar of Events for the Reporting Period they must send the Responsible Entity a signed nomination form and the nominee’s signed consent to act as a Director.

In the notice of meeting for an Annual Meeting, the Responsible Entity advises Securityholders of all candidates who have been validly nominated for the position of Director, including the Responsible Entity’s nominations and nominations made by Securityholders in accordance with the process described above, and Securityholders are afforded the opportunity to vote on the nominations at the Annual Meeting.

Independence of Directors

The Board assesses the independence of non-executive Directors on appointment and annually having regard to the Independence of Directors Policy (published on APA’s website), which was updated in June 2021.

The Board considers the Chairman and current Directors, other than the Managing Director, to be independent at the date of this statement. Consequently, a majority of the current Directors are

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considered independent.

The Managing Director is not considered independent given his executive role with APA.

The Independence of Directors Policy recognises that a Director’s length of service may be a relevant factor in determining his or her independence. In its most recent review of independence, the Board considered the length of service of each Director and was satisfied that each of those Directors continues to demonstrate independence from management and substantial Securityholders in performing their role on the Board and as members of the Committees.

Board skills and experience

The Board considers that a diverse range of skills, experience and backgrounds is required on the Board to effectively govern the business. It determines and reviews from time to time the mix of skills and experience that it looks to achieve in its membership paying attention to the expertise and diversity of existing directors and considering candidates who will balance and complement those qualities and address any potential skills gaps required given the strategic direction of APA.

The Board is of the view that the current Directors possess an appropriate mix of skills, experience and expertise for the Board to effectively discharge its responsibilities and add value to APA by managing risks and taking advantage of opportunities.

The table below describes the combined skills, experience and expertise presently represented on the Board. In July 2021, a new category of Cyber/IT was added to this matrix.

Desired Skills, experience, expertise	Number of Directors
Energy infrastructure (engineering, asset operation & management)	6
Energy markets (including upstream production, gas marketing and trading)	6
Executive leadership	8
International experience	7
Governance	5
Financial acumen	7
Strategy development & implementation	8
Public & regulatory policy	3
Global capital markets	5
Legal	1
Risk management	6
Health, safety and environment	6
Remuneration	7
Capital projects	7
Cyber/IT	3

The Directors consider that the level of skills on the Board is strong in respect of all of the above categories where three or more Directors are represented. In respect of the Legal category, the Board considers that it is sufficient for one Director to have a formal legal background. It is also noted that during the Reporting Period, the Board and Board Committees have, where appropriate, engaged professional legal advisers to provide independent counsel and advice to assist in the consideration of matters.

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An overview of the qualifications, skills, experience and brief career histories of each Director is included in the Annual Report.

Selection and appointment of Directors

The functions with respect to selection and appointment of new Directors, Board succession and related matters are undertaken by the Nomination Committee with the recommendations of the Committee provided to the Board.

When looking to appoint a new Director, the Nomination Committee and Board predefines the skills and experience required of candidates for the role to ensure that an appropriate balance of the skills and experience referred to in the skills matrix above, independence and diversity will be represented on the Board. Based on that analysis the Nomination Committee, through a search firm, will seek a list of potential candidates believed to satisfy those requirements.

An interview of the short-listed candidates is undertaken, assessing them against the predefined requirements. Consideration is also had to their qualifications, backgrounds and personal qualities. Appropriate background checks are undertaken prior to any person's appointment as a Director.

In the interest of gender diversity, the Board has determined that the short-listed candidates for an available Board position must include at least one female.

Nomination Committee

The composition of the Nomination Committee which is determined in accordance with the Nomination Committee Charter (published on APA’s website), includes the following requirements:

the Committee will have at least three members;
all members of the Committee will be non-executive Directors, a majority of whom are independent; and
the Committee Chairman is also the Chairman of the Board (who is an independent Director).

The Nomination Committee complies with each of those requirements.

The Committee has adopted a formal charter that is required to be reviewed annually. A copy of the Nomination Committee Charter is published on APA’s website.

The Committee is responsible for:

assessing the size, diversity and composition of the Board, including the skills and experience required by the Board and the extent to which the required skills and experience are represented on the Board from time-to-time;
the identification of individuals qualified to become Board members as additional members or to succeed existing members;
establishing processes and methodology for reviewing the performance of the Board, its Committees, the Chairman and individual non-executive directors;
making recommendations to the Board regarding Director appointments and the structure of the Board and/or Committees;
making recommendations to the Board in relation to induction of new directors and the continuing professional development programs for Directors; and
Managing Director succession planning and overseeing the appointment process.

The Committee is required by its Charter to meet at least two times each year. No meetings were held in the Reporting Period, following the high frequency of meetings during the preceding period, and scheduled meetings to be held in August 2021 (and again later this calendar year). Further details on this are set out in the Directors’ Report for the Reporting Period.

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Directors’ development, access to information and advice, and induction

The Board receives regular detailed reports on financial, commercial and operational aspects of APA’s business and may request elaboration or explanation of those reports. During the Reporting Period, Directors were briefed on industry developments, regulatory changes and other background information relevant to the Board’s role (under the Board Charter) of approving the strategic intent of APA and monitoring management’s implementation in line with the values, purpose and desired corporate culture of APA

APA’s external auditor updates the members of the Audit and Risk Management Committee and other members of the Board who attend the Committee’s meetings on developments in accounting standards and the key areas of focus for the regulator, the Australian Securities and Investments Commission, in financial reporting.

During the Reporting Period, Directors had the opportunity to learn from and meet with a diverse group of APA managers, and received management presentations on APA’s key assets and business operations. Due to impacts of COVID-19, in-person and site-based meetings with managers were reduced, and replaced with virtual meetings (using technology) where possible.

Directors are otherwise encouraged to maintain the skills and knowledge they need to perform their roles by attending relevant courses, seminars and conferences. Where appropriate, APA will meet expenses involved in such activities.

The Board collectively, and each Director individually, may seek independent professional advice at APA’s expense. Prior approval of the Chairman is required, but this may not be unreasonably withheld.

An induction is provided to newly appointed Directors. The scope of the induction is tailored for each Director and may include attendance at board meetings as an observer and optional briefing sessions with the senior management team, auditors and fellow Directors. Prior to appointment an information pack containing materials regarding the role as Director and details of APA Group and the environment in which it operates is provided, inclusive of Board Committee Charters, policies and reports.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Focus on Purpose, Vision & Culture

During the period, APA’s Purpose, Vision and Culture Statement was as set out below.

APA Purpose	*We exist to strengthen communities through responsible energy*
APA Vision	*We aspire to be world-class in energy solutions*
APA Culture Statement	*Built on our STARS values, we are customer focused, innovative* *and collaborative, with empowered and energised teams*

The Culture Strategy was endorsed by the Board in July 2020. The APA Culture Program builds on the work completed in 2019 under the sponsorship of the CEO to develop and refresh APA’s Purpose, Vision and Strategic imperatives. The program is also importantly in response to the feedback from employees in the Culture Survey in October 2019.

In the Reporting Period over 140 APA employees took part in Shaping Our Culture workshops across the country in February 2021. The workshops were represented by a broad range of employees across all divisions, levels and various locations. The outcome was 5 new APA’s behaviours which were launched to Senior Leaders in April 2021, and were rolled out across the organisation from July 2021. The new behaviours are a contemporary take on our previous values (STARS) and the Decision Compass, which together made up the APA Way.

Code of conduct and policies

The Board and senior management are firmly committed to ensuring that they and all of APA’s workforce observe high standards of lawful, ethical behaviour and conduct.

APA’s Code of Conduct ( Our Code ) defines the key standards of personal conduct, professional behaviour and ethics that APA expects of Directors, senior executives, employees and others

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APA Group Corporate Governance Statement | Page 11 of 20

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stakeholders who represent APA, and is approved by the Board.

During the period, at the heart of Our Code were the APA’s values ( STARS ) setting expectations on behaviours; and the “Decision Compass” providing principles which guide consistent decision making aligned to support the execution of APA’s corporate strategy in line with APA’s risk appetite and core values. Our Code expands on what each Decision Compass principle looks like in action and sets the key standards for behaviours. During FY21 the Code was reviewed and updated to reflect APA’s new operating model.

Our Code is for everyone working for, and with, APA, and includes employees, Directors, contractors and consultants and also applies to suppliers and business partners. It recognises APA’s responsibilities to Securityholders, customers, employees, regulators and the community.

Much of Our Code is reflected in specific APA policies and processes and is underpinned by relevant legislation and regulatory requirements in operation in Australia and internationally.

Our Code requires that any breaches are reported and investigated including a mechanism to enable investigation without fear of retaliation or victimisation. Reporting of material breaches of the Code to the Audit and Risk Management Committee is completed each quarter with the results of associated investigation and subsequent actions.

Our Code is published on APA’s website and provides practical, hypothetical examples to guide those it applies to. As a fundamental policy, Our Code is part of any new employee’s on-boarding program and central to the APA induction for both employees and contractors. Refresher training is a requirement on a regular basis.

Setting the cultural tone for the organisation during the period, APA’s core values ( STARS ) were as follows:

Safe - to maintain a safe environment and a professional workplace where staff work collaboratively, are valued and treated with respect;
Trustworthy - to act with honesty and integrity and accept individual and collective responsibility for the delivery of all business outcomes. We do what we say we are going to do;
Adaptable - to continually respond and adapt to our changing environment by innovating, modifying our behaviour and continually improving our processes and systems to take advantage of opportunities to enhance, improve and grow our business;
Results - to consistently meet our commitments and deliver excellent results to the benefit of our employees, customers, investors and the community through tenacity and perseverance; and
Service – to be committed to high quality service achieved through listening, understanding, anticipating and responding to our customers’ needs.

APA’s performance review process requires assessment of the extent to which personnel have demonstrated behaviour consistent with APA’s values. The STARS also formed the foundation for APA’s annual employee Excellence Awards, recognising and celebrating outstanding employee behaviour in line with these values.

The principle behind the Decision Compass was that APA personnel are provided with sufficient guidance to enable them to make decisions consistent with APA’s risk appetite and core values. The Decision Compass states that, when we make decisions we:

Do things safely;
Take a long term focus;
Manage APA’s money as if it’s our own;
Do what we say we do; and
Know our reputation matters.

After the Reporting Period, from July 2021 the APA Way including STARS and Decision Compass was replaced with APA’s new behaviours which form the foundation of the culture APA needs to achieve its vision to be world class in energy solutions.

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APA has a number of policies intended to foster a culture of lawful, ethical and responsible decisionmaking. Two key policies supporting this culture include the Whistleblower Policy and the Anti Bribery and Corruption Policy which are briefly described below.

APA’s Whistleblower Policy promotes and supports the reporting of matters of concern and suspected wrongdoing, such as dishonest or fraudulent conduct, breaches of legislation and other conduct that may cause financial loss to APA or be otherwise detrimental to its reputation or interests. The Policy sets out the approach to disclosure, investigation and reporting and outlines the protection to be afforded to those who report such conduct against reprisals, discrimination, harassment or other disadvantage resulting from their reports. APA uses an external independent whistleblower reporting service that enables those who wish to report conduct (either anonymously or otherwise) to do so.

All disclosures received under the Whistleblower Policy are reported to the Audit and Risk Management Committee with details of investigations completed. The Whistleblower Policy is published on APA’s website.

APA’s Anti Bribery and Corruption Policy sets out APA’s position that it has no tolerance for corrupt practices with application of the policy focussed on ensuring business activities are conducted with integrity. This includes preventing, detecting and eliminating bribery, corruption and any form of fraudulent activity. During the Reporting Period APA consolidated previous policies in respect of gifts and entertainment, sponsorships, political donations, charitable contributions and sponsored travel under the Anti Bribery and Corruption Policy. The updated Anti Bribery and Corruption Policy is published on APA’s website.

Principle 4: Safeguard the integrity of corporate reports

Process for verifying Periodic Corporate Reports

APA is committed to providing Securityholders and other external stakeholders with timely, consistent and transparent corporate reporting. The process, which is followed to verify the integrity of APA’s periodic corporate reports, is tailored based on the nature of the relevant report, its subject matter and where it will be published. Accordingly, APA seeks to adhere to the following general principles with respect to the preparation and verification of its corporate reporting:

periodic corporate reports should be prepared by, or under the oversight of, the relevant subject matter expert for the area being reported on;
the relevant report must comply with any applicable legislation or regulations;
the relevant report should be reviewed (including any underlying data), with regard to ensuring it is not inaccurate, false, misleading or deceptive; and
where required by law or by APA Group policy, relevant reports authorised for release by the appropriate approver required under that law or policy.

Consistent with these principles, the non-audited sections of the Annual Report, the Sustainability Report and Corporate Governance Statement for the Reporting Period were prepared by the relevant subject matter experts, and reviewed and verified by relevant APA executives and senior managers prior to Board approval. ASX announcements (other than administrative announcements) during the Reporting Period were also reviewed and approved by APA’s Disclosure Committee, which currently comprises the Managing Director, Group Executive Governance and External Affairs and the Chief Financial Officer, prior to publication.

Audit and Risk Management Committee

The Board has established an Audit and Risk Management Committee, the composition of which is determined in accordance with the Committee Charter (published on APA’s website), which includes the following requirements:

the Committee will have at least three members;
all members of the Committee will be non-executive Directors, a majority of whom are independent; and

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the Committee Chairman cannot also be the Chairman of the Board.

The Audit and Risk Management Committee complies with each of these requirements.

The Directors’ Report for the Reporting Period identifies the current members of the Committee and their qualifications and experience.

The roles and responsibilities delegated to the Committee are set out in the Committee Charter. To fulfil its responsibilities and duties, the Committee will review and recommend to the Board APA’s risk appetite statement and monitor the performance of the business by reference to that statement. The Committee also reviews and approves APA’s risk management system for identifying, assessing and managing risk (both financial and non-financial).

The external and internal auditors are invited to attend Committee meetings to discuss relevant matters including audit related agenda items.

The minutes of each meeting of the Audit and Risk Management Committee are reviewed at the subsequent meeting of the Board and the Committee Chairman reports to the Board on any matters under consideration.

The Committee is required by its Charter to meet a minimum of four times each year. This requirement was satisfied during the Reporting Period. The number of times it met during the Reporting Period and the Committee members’ attendance at those meetings are set out in the Directors’ Report for the Reporting Period.

Assurance from Managing Director and Chief Financial Officer

Before the Board approves the Financial Report for a reporting period, it receives a written declaration from the Managing Director and the Chief Financial Officer that:

in their opinion, the financial records of APA have been properly maintained and that the Financial Report complies with the appropriate accounting standards and gives a true and fair view of APA’s financial position and performance; and
this opinion has been formed on the basis of a sound system of management and internal controls which is operating effectively.

The Board obtained such declarations for the full and half-year financial periods in respect of the Reporting Period.

The Audit and Risk Management Committee review and discuss with management and the external auditor the half year and annual financial reports to ensure they reflect the understanding of the Committee members of, and otherwise provide a true and fair view of, the financial position and performance of APA, as a basis for recommending to the Board whether the financial reports should be approved and adopted.

External auditor and their independence

Apart from reviewing the integrity of APA’s financial reporting, the Committee receives reports from the external auditor, monitors their effectiveness and independence and makes recommendations to the Board on the appointment or replacement (subject to Securityholders’ approval, if applicable) of the external auditor.

The External Auditor Appointment and Independence Policy (published on APA’s website) documents the process for appointment of the auditor and for monitoring the auditor’s independence. Pursuant to that policy, the lead partner and the review / concurring partner of the external auditor must be rotated at least every five years, followed by a two year minimum time-out period during which they may not take part in the audit. Jamie Gatt and Taralyn Elliott of Deloitte Touche Tohmatsu were the lead audit partners for the Reporting Period.

The external auditor’s independence could be impaired or compromised, or be interpreted as being impaired or compromised, through the provision of some non-audit services or by the quantum of fees paid to the auditor for such services. Accordingly, the Audit and Risk Management Committee has approved a list of non-audit services that the external auditor may perform and the process for those services being approved identified a list of prohibited services. The Directors’ Report for the Reporting

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Period contains a section on non-audit services provided by the auditor that includes an explanation of the basis on which the Board remains satisfied as to the auditor’s independence.

As referred to under Principle 6 below, the external auditor attends the Annual Meeting and is available at the meeting to answer questions from Securityholders about the conduct of the audit and the preparation and content of the independent Audit Report.

Reimbursement of Responsible Entity’s costs

The Responsible Entity’s costs incurred in acting as responsible entity of Australian Pipeline Trust and APT Investment Trust are reimbursed by APA. The actual cost recovery in the Reporting Period was $8,592,313 (FY20: $5,909,078). The Responsible Entity does not make a profit, nor seek performance fees.

The constitutions of Australian Pipeline Trust and APT Investment Trust enable the Responsible Entity to charge fees up to 0.5% per annum of the value of gross assets. However, the right to charge such fees has been waived to the extent it exceeds the Responsible Entity’s costs.

Principle 5: Make timely and balanced disclosure

APA’s Market Disclosure Policy, published on APA’s website, aims to ensure that information that a person could reasonably expect to have a material effect on the APA security price, whether the information is positive or negative, is announced to the market by release to ASX in accordance with the ASX Listing Rules and the Corporations Act.

Under APA’s Market Disclosure Policy, APA will not communicate price sensitive information to any investor, broker, analyst, the media or other external party unless that information has been previously disclosed to the market through the ASX Market Announcement Platform.

The Disclosure Committee comprises the Managing Director, the Group Executive Governance and External Affairs and the Chief Financial Officer.

The Group Executive Governance and External Affairs, who is also a Company Secretary, is the nominated continuous disclosure officer.

All ASX announcements are posted on APA’s website as soon as reasonably possible after notification to ASX and copies of all ASX announcements are also sent to Directors.

Principle 6: Respect the rights of securityholders

APA respects the rights of Securityholders and has adopted practices to facilitate the exercise of those rights by effective communications with Securityholders about APA and its business, and by providing the opportunity for Securityholders to participate in Annual Meetings and other general meetings of Securityholders that may be convened from time to time.

APA ran its ‘hybrid’ Investor Day on 26 May 2021 at a physical location in Sydney. The live-streamed event was accessible to all investors globally on the day and the webcast of the entire event is available on APA’s website.

Communications with securityholders

APA is committed to providing a high standard of communication with Securityholders so that they have all available information reasonably required to make informed assessments of APA’s business and prospects.

Information is communicated to Securityholders by a number of means, including the following:

an Annual Report, Directors’ Report which includes the Financial Report, Remuneration Report and Audit Report is sent to Securityholders who have elected to receive the Annual Report and is available online;
a Sustainability Report, which includes reporting on APA’s performance in respect of the environment, climate change, people, community, sustainable development, and customers, and is available online;
a Climate Change Resilience Report, providing a comprehensive analysis of the resilience of

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APA’s current asset portfolio under three divergent climate scenarios to 2050, and which is available online;

an annual Modern Slavery Statement, submitted under the Commonwealth Modern Slavery Act 2018, is also available online;
the interim (half year) report and Directors’ commentary on that report, available online;
announcements via ASX and media releases, available online;
investor presentations, including presentations made at investor conferences in Australia and offshore, copies of which are released to ASX, available online;
Annual General Meetings with the notice of meeting and voting information sent to Securityholders based on their preferred method of communication, email or hard copy;
webcasts of half year and annual results presentations, the Annual Meeting, Investor Day and announcements of major events, are available for at least one year post the event;
the Investors section of APA’s website provides historical information about APA’s distributions and security price, tax information, a key financial events calendar, contact details for APA’s registry and links to key Securityholder forms as well as the reports, presentations and other documents referred to above; and
access to Investor Relations personnel via email and phone.

APA’s website also contains information of interest to Securityholders and potential investors about APA’s Board and senior executives, its assets, history and investments and the economic regulation to which some of those assets are subject.

The Corporate Governance section of APA’s website includes copies of the constitutions of the Responsible Entity, Australian Pipeline Trust and APT Investment Trust, the Corporate Governance Framework summary, this statement and some key corporate governance policies and other materials referred to in this statement.

Securityholders may elect to receive APA’s Securityholder communications (including the Annual Report, distribution statements and tax guides) electronically. Securityholders and others may also elect on APA’s website to receive links to new ASX releases and newsletters by email, and may also ask questions through an email link provided on the website.

Annual Meetings

APA, comprising the two stapled trusts, Australian Pipeline Trust and APT Investment Trust, is not required by the Corporations Act to convene an annual general meeting. However, it elects to convene an Annual Meeting to report to Securityholders on the prior financial year’s operations and performance and to give Securityholders the opportunity to ask questions on those matters and to vote on the adoption of the Remuneration Report and, as explained under Principle 2 above, nominations for Board positions.

During the Reporting Period, APA held its 2020 Annual Meeting as a virtual meeting. Due to the ongoing potential health risks and government restrictions in response to the COVID-19 pandemic APA has decided to hold its 2021 Annual Meeting as a virtual meeting and to live-stream the event so that it is accessible to all investors globally on the day.

Securityholders and proxyholders will be able to participate in the meeting (including by voting and asking questions) by using an online meeting platform or via telephone. Further details relating to participation via technology will be published on the APA Group website and provided with the Notice of Meeting.

APA encourages Securityholders to participate in its Annual Meeting. A Notice of Meeting setting out the agenda for the Annual Meeting and explaining resolutions on which Securityholders may vote is sent to all Securityholders and to ASX prior to the meeting. Along with the Notice of Meeting, Securityholders are also sent a form to complete if they have questions for the Chairman or APA’s external auditor. Securityholders who cannot attend the Annual Meeting online or via telephone may appoint a proxy. They may also read the Chairman’s and Managing Director’s addresses that are sent to ASX and posted on APA’s website, and listen to a webcast of the meeting available through the website (for up to a year

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post the event).

At the Annual Meeting, the Chairman encourages questions and comments from Securityholders and seeks to ensure the meeting is managed to give Securityholders an opportunity to participate. Questions on operational matters may be answered by the Managing Director or another appropriate member of senior management. Securityholders are also invited to send written questions ahead of the meeting and, where there is a common theme to a number of questions, either the Chairman or the Managing Director will seek to provide an answer in their address.

The external auditor attends Annual Meetings and is available to respond to questions from Securityholders about the conduct of the audit and the preparation and content of the independent Audit Report.

The 2021 Annual Meeting will be held virtually on 21 October 2021. A notice of that meeting and a proxy form will be sent to Securityholders some weeks before the meeting, and details of the meeting are also available from APA’s website. APA remains committed to providing Securityholders with the opportunity to hear about the performance of the business for the financial year, as well as the opportunity to ask questions and vote on items of business as they would at a physical meeting. Where Securityholders are not able to attend the virtual meeting themselves, they will be able to appoint a proxy to attend the meeting on their behalf.

All resolutions put to the Annual Meeting will be decided by way of a poll.

Principle 7: Recognise and manage risk

The management of risk is an essential part of APA’s approach to creating long-term security holder value.

Board’s oversight of risk management

The Board is responsible for effective risk management across APA and has delegated certain responsibilities for risk management to its Audit and Risk Management Committee described under Principle 4 above.

The responsibilities of the Audit and Risk Management Committee in respect of risk include oversight of risk policies and procedures for risk management and internal controls. This includes reviewing and monitoring APA’s Risk Appetite Statement, which sets out the level of risk APA is prepared to take to meet its objectives, the Risk Management Policy and the Risk Management System which sets out APA’s approach to risk management. Further detail about the role of the Audit and Risk Management Committee is set out in the Audit and Risk Management Committee Charter published on APA’s website.

The Audit and Risk Management Committee, in performing its role on risk management during the Reporting Period, received reports from APA’s General Manager Risk, Compliance and Insurance at each Committee meeting which included an assessment of APA’s material risks (including emerging risks), risk and compliance policy updates, regulatory compliance matters, IT disaster recovery, business continuity and emergency response testing updates and significant incidents.

APA’s Risk Management System was internally reviewed in the Reporting Period and was confirmed as remaining sound for the APA Group. Performance against the current Risk Appetite Statement was reviewed by the Audit and Risk Management Committee during the Reporting Period with updates reflecting APA’s current strategy completed and reviewed by the Board. Where performance was outside appetite during the Reporting Period APA undertook improvement activity to bring performance back into approved tolerance levels. Where specific material risks were identified as operating outside target levels, actions to return most of the risks to target were identified and will be implemented. For the remaining risks, these will be closely monitored.

The risk management “blueprint” program, established in FY17, designed to advance risk management to its next level of maturity, further progressed during the Reporting Period with positive improvements identified across both the risk and compliance capability areas. Improvements in maturity are measured by annual completion of the risk scorecard. The Audit and Risk Management Committee continues to have oversight of implementation of the program.

APA examines all business activities, operations and projects to identify major risk exposures and has adopted ISO 31000, the international standard for risk management.

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APA Group Corporate Governance Statement | Page 17 of 20

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APA has four main types of risk:

strategic risk: risks arising from the industry in which APA operates, including its markets, customers, brand, economic regulatory policy and significant climate transition risks;
financial risk: risks arising from the management of APA’s financial resources, accounting, tax and financial disclosure;
operational risk: risks arising from inadequate or failed internal processes, people or systems or from external events including construction and corporate projects, technology, environment and health and safety; and
compliance risk: legal or regulatory risks arising in respect of laws, regulations, licences and recognised practising codes required for APA, its officers and employees.

The Board also delegates to the Health, Safety, Environment and Heritage Committee responsibilities for the oversight of APA’s management of material health, safety, environment and heritage risks affecting its business. Further detail on the role of the Health, Safety, Environment and Heritage Committee is set out in the Charter published on APA’s website.

Internal audit

APA has developed a framework for Internal Audit within the Group.

Internal Audit provides an independent, objective perspective to the Audit and Risk Management Committee on the internal controls implemented to address APA’s material risks. It also assists senior management by providing independent assessments of the adequacy and effectiveness of risk management and internal control systems.

The Internal Audit function is overseen by the Group Risk & Compliance function, with PricewaterhouseCoopers as the primary internal audit service provider during this period. The Internal Audit function reports directly to the Audit and Risk Management Committee to bring the requisite degree of independence and objectivity to the role. Before each financial year, the Internal Audit function, in consultation with executives and the leadership team, prepares a risk based internal audit plan for the next three years and submits the plan to the Audit and Risk Management Committee for review and approval. At each of its meetings, the Committee receives a report from Internal Audit function on activities undertaken in accordance with the approved plan.

Sustainability risks

The Board is responsible for sustainability related risks (including climate change) across the organisation. The organisation has exposure to climate change transition and physical risks and social license related risks. All sustainability risks are managed in accordance with APA’s Risk Management System.

Physical and transition climate risks have been assessed by applying scenario resilience testing and giving consideration to the Financial Stability Board’s Taskforce for Climate Related Financial Disclosure ( TCFD ) recommendations. TCFD is also utilised to frame our climate change disclosures in the Annual Report, Sustainability Report or other similar, publicly-available publications.

During the Reporting Period, APA announced an ambition to net zero operations emissions by 2050 and to establish interim targets during FY22. This ambition is supported by a Climate Change Management Framework which prioritises focus areas related to managing climate change risks and opportunities, and which informs an enterprise transformation program to embed consideration for climate change in business strategy and decision-making processes.

A Sustainability Roadmap was approved by the Board during FY21. This Roadmap prioritises sustainability issues for the business and provides a framework for advancing maturity of these issues over a three year period.

APA publishes an annual Sustainability Report, available on APA’s website at - https://www.apa.com.au/about apa/sustainability/ which provides further details on APA’s approach to managing sustainability risks.

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APA Group Corporate Governance Statement | Page 18 of 20

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Principle 8: Remunerate fairly and responsibly

People and Remuneration Committee

The Board has established a People and Remuneration Committee to consider and make recommendations to the Board on, among other things, remuneration policies applicable to nonexecutive Directors and senior management.

The composition of the People and Remuneration Committee is determined in accordance with the Committee Charter (published on APA’s website), which includes the following requirements:

the Committee will have at least three members;
all members of the Committee will be non-executive Directors and a majority of whom will be independent Directors; and
the Committee Chairman will be an independent Director.

The current People and Remuneration Committee complies with each of those requirements.

The Chairman of the Board, although not a member of the Committee, usually attends Committee meetings.

The roles and responsibilities delegated to the People and Remuneration Committee are set out in the Committee Charter. Following the annual review of the Committee Charter in June 2021, there were only minor updates required.

The Managing Director attends meetings of the Committee by invitation when required to report on and discuss senior management performance, succession and remuneration matters.

The Committee regularly updates the Board on the Committee’s activities and recommendations.

The Committee is required by its Charter to meet at least three times each year. This requirement was satisfied during the Reporting Period. The number of times it met during the Reporting Period and the Committee members’ attendance at those meetings are set out in the Directors’ Report for the Reporting Period.

External advice

The Committee may seek external professional advice on any matter within its terms of reference. As stated in APA’s Remuneration Report, external remuneration consultants were engaged by the Chairman of the Committee to continue to advise on market practice and provide benchmarking data, to assist with the regular review of APA’s remuneration framework.

Remuneration Report

The Remuneration Report explains APA’s policies and practices with respect to the remuneration of non-executive Directors, the Managing Director and other senior executives that recognise the different roles and responsibilities of non-executive Directors and executive management. The report also sets out details of the components of remuneration and total remuneration paid to the Board and senior executives over the Reporting Period. It is noted that Directors do not participate in any performancebased remuneration in their roles. Only management is eligible to receive performance-based remuneration.

The Corporations Act does not require registered investment schemes like Australian Pipeline Trust and APT Investment Trust to include a Remuneration Report as part of the annual Directors’ Report, but APA has chosen to do so for the Reporting Period and prior periods.

Further, under APA’s Corporate Governance Framework, Securityholders have the opportunity for an advisory vote on the adoption of the Remuneration Report. The “two strikes” regime which applies to Remuneration Report voting under the Corporations Act is also applied as if APA were a listed company (as opposed to a registered investment scheme).

In the event that ”two strikes” are recorded against APA’s Remuneration Report at two consecutive Annual Meetings, a spill resolution will be put to Securityholders which, if passed, will require that the non-executive Directors of the Responsible Entity stand for re-election at a standalone “Board spill

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APA Group Corporate Governance Statement | Page 19 of 20

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meeting” of APA if they wish to continue in office.

Equity interests granted under APA’s long-term incentive (LTI) and short-term incentive (STI) plan

The Remuneration Report describes APA’s LTI and STI plans under which senior executives receive equity interests, subject to meeting performance hurdles. An aim of the plans is to align the interests of the plan’s participants with the interests of Securityholders. APA recognises that the use of arrangements such as hedging or derivative financial products that operate to limit for participants the economic risk of their unvested equity interests are likely to reduce the intended alignment of those interests. Consequently, it is APA policy that participants in the LTI and STI plan must not use, nor allow to be used, any such arrangements in relation to their unvested equity interests.

Minimum Securityholding Requirement Policy

The interests of Directors, executives and senior management are further aligned through the operation of APA’s Minimum Securityholding Requirement Policy. Under the policy (which is summarised in the Remuneration Report), the Directors, Managing Director and senior executives are required to hold APA securities equivalent to a prescribed percentage of their Board fees or total fixed remuneration. Where the Managing Director or senior executives do not meet the Minimum Securityholding Requirement, a portion of their STI payment will be deferred into Restricted Shares.

Clawback and malus of performance-based remuneration

The Remuneration Report summarises APA’s Executive Clawback and Malus Policy pursuant to which the Board, in certain circumstances involving a misstatement in the Financial Report for any of the preceding three financial years due to a material non-compliance with a financial reporting requirement or certain misconduct of an executive, may require the executive to repay all or part of their short term or long term incentives, withhold payment of the executive’s unpaid incentive entitlements and/or forfeit the executive’s unvested entitlements. The Executive Clawback and Malus Policy is available on APA’s website.

Approved by the Board of Australian Pipeline Limited on 25 August 2021

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APA Group Corporate Governance Statement | Page 20 of 20

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

APA Group

ABN/ARBN Financial year ended: Australian Pipeline Limited ABN 99 091 344 704 as responsible entity of Australian Pipeline Trust ARSN 091 678 778 and 30 June 2021 Australian Pipeline Investment Trust ARSN 115 585 441

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our https://www.apa.com.au/about-apa/our-organisation/corporate☒ website: governance/

The Corporate Governance Statement is accurate and up to date as at 25 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 25 August 2021

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Nevenka Codevelle, Company Secretary:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://www.apa.com.au/about-apa/our- organisation/corporate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☒ and we have disclosed a copy of our diversity policy at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/ and we have disclosed the information referred to in paragraph (c) at: Principle 1 of the Corporate Governance Statement and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: Principle 1 of the Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Principle 1 of the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: Principle 1 of the Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Principle 1 of the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/ and the information referred to in paragraphs (4) and (5) at: Annual Report – Directors’ Report [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at: Principle 2 of the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: The Annual Report – Directors’ Report and https://www.apa.com.au/about-apa/our-organisation/board/ and, where applicable, the information referred to in paragraph (b) at: Principle 2 of the Corporate Governance Statement and the length of service of each director at: https://www.apa.com.au/about-apa/our-organisation/board/	☐ set out in our Corporate Governance Statement

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing 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.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: https://www.apa.com.au/about-apa/the-apa-way/	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/	☐ set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/ and the information referred to in paragraphs (4) and (5) at: https://www.apa.com.au/about-apa/our-organisation/board/ [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://www.apa.com.au/	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: Principle 6 of the Corporate Governance Statement	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/ and the information referred to in paragraphs (4) and (5) at: Annual Report – Directors’ Report [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: Principle 7 of the Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: Principle 7 of the Corporate Governance Statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks at: https://www.apa.com.au/about-apa/sustainability/ and, if we do, how we manage or intend to manage those risks at: https://www.apa.com.au/about-apa/sustainability/	☐ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.apa.com.au/about-apa/our-organisation/corporate- governance/ and the information referred to in paragraphs (4) and (5) at: Annual Report – Directors’ Report [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: Annual Report – Directors’ Report & Remuneration Report	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: Principle 8 of the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

AI assistant

APA GROUP — Governance Information 2021

64398_rns_2021-08-24_f3776836-4d8e-4328-b0dc-9777a664166c.pdf

APA Group (ASX: APA)

CORPORATE GOVERNANCE STATEMENT and APPENDIX 4G

Authorised for release by Nevenka Codevelle

About APA Group (APA)

APA GROUP

CORPORATE GOVERNANCE STATEMENT

Corporate governance highlights for 2021

Principle 1: Lay solid foundations for management and oversight

Board and its Committees

Background checks

Non-executive Directors’ letter of appointment

Performance evaluation of Board, its Committees and Directors

Executives’ service contracts and performance evaluations

Company Secretary

Diversity

APA’s Diversity and Inclusion 2020 – 2025 Commitments are as follows:

WGEA Reporting, Gender Profile and Targets

Table1: Reflects the gender composition of the workforce

Diversity & Inclusion Working Groups

People Developments

Leadership and Talent

New Human Resource Information System

Principle 2: Structure the Board to be effective and add value

Board membership

Securityholders’ right to nominate a Director and to vote on nominees

Independence of Directors

considered independent.

Board skills and experience

Selection and appointment of Directors

Nomination Committee

Directors’ development, access to information and advice, and induction

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Focus on Purpose, Vision & Culture

Code of conduct and policies

Principle 4: Safeguard the integrity of corporate reports

Process for verifying Periodic Corporate Reports

Audit and Risk Management Committee

Assurance from Managing Director and Chief Financial Officer

External auditor and their independence

Reimbursement of Responsible Entity’s costs

Principle 5: Make timely and balanced disclosure

Principle 6: Respect the rights of securityholders

Communications with securityholders

Annual Meetings

Principle 7: Recognise and manage risk

Board’s oversight of risk management

Internal audit

Sustainability risks

Principle 8: Remunerate fairly and responsibly

People and Remuneration Committee

External advice

Remuneration Report

Equity interests granted under APA’s long-term incentive (LTI) and short-term incentive (STI) plan

Minimum Securityholding Requirement Policy

Clawback and malus of performance-based remuneration

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

More from APA GROUP

APA GROUP Governance Information 2021