APA Group Limited ACN 091 344 704 | APA Infrastructure Trust ARSN 091 678 778 | APA 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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23 August 2023

ASX ANNOUNCEMENT

APA Group (ASX: APA)

Corporate Governance Statement and Appendix 4G

In accordance with ASX Listing Rules 4.7.4 and 4.10.3, a copy of APA Group’s Corporate Governance Statement and Appendix 4G concerning that statement are attached.

Authorised for release by Amanda Cheney

Company Secretary APA Group Limited

For further information, please contact:

Investor enquiries: Andrew Gibson General Manager Investor Relations Telephone: +61 3 8416 2466 Mob: +61 437 169 292 Email: [email protected]

Media enquiries: Michael Cox

Head of Media Relations & Financial Communications Telephone: +61 2 8044 7002 Mob: +61 429 465 227 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, $22 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, Tasmania with Victoria and New South Wales with Queensland through our investments in electricity transmission assets. We also own and operate renewable power generation assets in Australia, with wind and solar projects across the country. APA Infrastructure Limited is a wholly owned subsidiary of APA Infrastructure Trust and is the borrowing entity of APA Group. For more information visit APA’s website, apa.com.au.

CORPORATE GOVERNANCE STATEMENT 2023

powering tomorrow

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Corporate Governance Statement	1
Our Board	2
Roles and responsibilities	2
Board composition and succession	5
Board committees	9
Securityholders and reporting	12
Risk management	14
Inclusion and diversity	17
Culture of acting lawfully, ethically and responsibly	21

ACKNOWLEDGEMENT OF COUNTRY

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At APA, we acknowledge the Traditional Owners and Custodians of the lands on which we live and work throughout Australia. We acknowledge their connections to land, sea and community.

We pay our respects to their elders past and present and commit to ensuring APA operates in a fair and ethical manner that respects First Nations peoples’ rights and interests.

Corporate Governance Statement

Corporate Governance at APA

APA Group ( APA ) comprises two registered managed investment schemes, APA Infrastructure Trust and APA Investment Trust, the securities of which are “stapled” together and traded on the ASX.

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

The board of directors of the Responsible Entity ( Board ) and our management team are committed to conducting APA’s business in accordance with high standards of corporate governance. We believe that robust corporate governance policies and practices help APA to create long-term value for Securityholders and to meet the expectations of other stakeholders.

Because of our stapled trust structure, there are certain governance and remuneration-related obligations under the Corporations Act 2001 (Cth) ( Corporations Act ) and the ASX Listing Rules that do not apply to us.

In line with the Board’s commitment to high standards of corporate governance, we have:

Copies of our Corporate Governance Framework and related Deed Poll can be found on our website.

Throughout FY23, APA has complied with each of the recommendations of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Fourth Edition) as outlined in this statement.

Corporate Governance Statement

This Corporate Governance Statement describes our corporate governance framework, including the key policies and practices supporting that framework for the period ending 30 June 2023 (‘FY23’ or ‘the reporting period’).

This statement is current as at 23 August 2023 and has been approved by the Board.

Further information about our corporate governance framework and key governance documents can be found on our website. APA Securityholders can also call 1800 992 312 (or +61 1800 992 312, if calling from outside Australia) to have a copy of the relevant material sent to them.

adopted a Corporate Governance Framework (1 July 2017)
entered into a related Deed Poll (adopted in 2004 and amended in 2011)

which together are designed to ensure that APA’s corporate governance regime is consistent, as far as is practicable, with best practice procedures of public listed companies.

OUR CORPORATE GOVERNANCE FRAMEWORK

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BOARD
Risk Safety and People and
Audit and Finance Nomination
Management Sustainability Remuneration
Committee Committee
Committee Committee Committee
CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR
EXECUTIVE LEADERSHIP TEAM
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Our Board

Each director’s biographical information, including their length of service on the Board, their relevant experiences and a list of other directorships held is included on pages 62 to 70 of the FY23 Annual Report.

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Roles and Responsibilities

Board role

The Board is accountable to our 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 our website.

The Board meets regularly in accordance with an annual schedule and whenever necessary to deal with any urgent matters which arise between scheduled meetings. The number of Board meetings held during the reporting period and Directors’ attendance at those meetings are set out on page 70 of the FY23 Annual Report. The FY23 Annual Report is published on our website.

Board responsibilities

The Board is responsible for approving APA’s Risk Appetite Statement, which is the risk framework in which the Board expects management to operate. The Board also approves our core values and purpose, strategic direction, corporate culture goals and our Code of Conduct.

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

reviewing and considering the potential impacts of sustainability risks (including those relating to climate change) on APA's strategy and business
receiving information regarding material breaches of the APA Code of Conduct
approving APA’s overall performance and remuneration strategy.

Management responsibilities

The Board delegates responsibility to the Chief Executive Officer and Managing Director ( Managing Director ) for:

developing APA’s strategic intent for approval by the Board
implementing that strategic intent
managing APA’s day-to-day operations.

The Managing Director consults with the Chairman on sensitive, extraordinary or strategic matters. The Board regularly monitors the performance of the Managing Director and management. Where required, the Board challenges and provides feedback to the Managing Director and management.

APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

The Board has approved specific limits of authority for the Managing Director in the day-to-day management of the business. The Managing Director has authority to subdelegate to management up to those limits.

Role of the Chairman

Michael Fraser has acted as APA’s Chairman since 27 October 2017.

The Chairman presides over Board meetings and the Annual Meeting of Securityholders. The Chairman is responsible for the effective operation of the Board, including that Board members have the opportunity for open and productive collaboration to explore ideas and generate collective views and wisdom necessary for the proper operation of APA. The Chairman also ensures that Board meetings are conducted competently and ethically.

The Chairman's responsibilities are set out in detail in the Board Charter.

Director independence

The Board assesses the independence of non-executive Directors when they are first appointed, and then annually. Our Independence of Directors Policy provides guidelines for assessing a director’s independence, including considering whether:

the director has been an employee of any APA entity in the last 3 years
the director represents, or has been an officer or employee of, or professional adviser to, a substantial APA Securityholder in the last 3 years
the director has been in a material business relationship (e.g. as a supplier, professional adviser, consultant or customer) with any APA entity in the last 3 years
the director has been a director of APA for such a period that their independence from management may have been compromised.

Our Independence of Directors Policy can be found on our website.

The Board considers the Chairman and each current Director (other than the Managing Director) to be 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 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.

Conflicts of interest

APA also has a Conflict of Interest Policy which sets out the actions that directors are required to take to avoid or mitigate the effects of any conflicts of interest that may arise.

Ongoing director development and access to information

During the reporting period, Directors had the opportunity to learn from and meet with a diverse group of APA managers, and received presentations from management on APA’s key assets and business operations (both in person and virtually).

Directors were also briefed on industry developments, regulatory changes and a number of topics relevant to the Board’s role in monitoring implementation of APA’s strategic intent. These presentations included externallyfacilitated sessions with subject matter experts on areas such as the energy market transition, climate change risk and reporting, developments in Health and Safety Laws and Officer Due Diligence.

The Board also conducted site visits to APA’s Integrated Operations Centre in Brisbane, and the Diamantina Power Station and Dugald River Solar Farm in Mt Isa.

In addition, APA’s external auditor updates the Audit & Finance Committee on developments in accounting standards and ASIC’s key areas of focus in financial reporting.

Roles and Responsibilities (continued)

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. There is a review periodically to ensure Directors receive ongoing education in areas that will assist them to continue to discharge their roles effectively.

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

Company Secretary

Amanda Cheney has acted as Company Secretary since 25 February 2020. Bronwyn Weir joined APA as an additional Company Secretary on 19 June 2023.

The Company Secretaries are accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. All Directors have direct access to the Company Secretaries.

The decision to remove or appoint a Company Secretary requires the Board’s approval.

Performance evaluation of management

The Managing Director and the executive leadership team have service contracts setting out their responsibilities, conditions of service and termination entitlements. APA conducts appropriate reference and background checks before appointing any senior executive.

Remuneration Report

The Corporations Act does not require registered managed investment schemes like APA Infrastructure Trust and APA 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 reporting periods.

The FY23 Remuneration Report explains APA’s remuneration policies and practices for Key Management Personnel ( KMP ) which includes non-executive Directors, the Managing Director and selected other senior executives.

The Remuneration Report sets out details of the components of remuneration and total remuneration paid to the KMP over the reporting period and provides information about key remuneration policies.

The FY23 Remuneration Report can be found on pages pages 74 to 91 of the FY23 Annual Report.

Securityholder vote on Remuneration Report

Under APA’s Corporate Governance Framework, Securityholders have the opportunity for an advisory vote on the adoption of the Remuneration Report. If “two strikes” are recorded against APA’s Remuneration Report at two consecutive Annual Meetings, a spill resolution will be put to Securityholders. If that spill resolution is passed, the non-executive Directors of the Responsible Entity must stand for re-election at a standalone “Board spill meeting” of APA if they wish to continue in office.

Each senior executive, including the Managing Director, has a balanced scorecard of key performance indicators and objectives which reflects APA strategy and operational requirements.

The Chairman of the Board and the People & Remuneration Committee conducted the Managing Director’s performance evaluation against the agreed scorecard and made a recommendation to the Board. The Managing Director assessed the performance of the other senior executives and reported to the People & Remuneration Committee and Board.

4 APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

Board Composition and Succession

Board composition

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

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

Our current Board complies with each of those requirements.

Director nomination and succession

The Nomination Committee provides the Board with recommendations on succession planning, including the selection and appointment of new Directors.

The Nomination Committee reviews the size, composition and diversity of the Board. In conducting the review, the Committee considers the Board skills matrix and the tenure of each director.

When a director vacancy arises, the Nomination Committee and Board will determine the skills and experience required to ensure that the Board has appropriate independence, diversity and a balance of relevant skills and experience. The Nomination Committee will then engage a search firm to obtain a list of potential candidates who satisfy those requirements.

The Nomination Committee oversees interviews of the short-listed candidates, assessing them against the predefined requirements. The Committee also considers the candidates’ qualifications, background and personal qualities.

Background checks

Before any person is appointed as a Director, APA undertakes background and reference checks that the Board considers appropriate in the circumstances. The Board and the Nomination Committee may engage the services of an external executive search firm to carry out these checks.

When a Director stands for election or re-election by Securityholders at an Annual Meeting, the relevant notice of meeting will include all material information in APA’s possession relevant to a decision on whether to elect or re-elect the Director including any relevant conflicts of interest.

Director re-election

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 general meeting of the Responsible Entity and will be eligible for re-election.

Under the Responsible Entity’s constitution one-third of our Directors must retire from office at the end of each Annual Meeting. The Managing Director and any Director who is standing for re-election after being appointed as an additional or replacement Director do not count towards this one third requirement.

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 re-election.

In addition, APA’s Corporate Governance Framework allows Securityholders to remove a Director from the Board by ordinary resolution. Where Securityholders pass a resolution to remove a Director, the Director will automatically vacate their office under the Responsible Entity’s constitution.

In the interest of gender diversity, the Board has determined that short-listed candidates for an available Board position must include at least one of each gender. In making its final choice, the Nomination Committee must also consider the Board’s target to maintain gender diversity of the Board at 40/40/20 recognising this may vary slightly depending on the size and required skills mix of the Board.

All prospective directors receive a formal letter of appointment which sets out their duties, APA’s expectations and the terms and conditions of their appointment.

Board Composition and Succession (continued)

Securityholders rights to nominate directors

The Deed Poll gives Securityholders the right to nominate a person to fill any vacancy on the Board that arises on retirement of a Director under the “rotation” process or a Director appointed by the Board since the last Annual Meeting.

APA publishes a Calendar of Events for the reporting period which sets out the opening date and closing date for the receipt of nominations for Director.

If a Securityholder wishes to exercise their nomination right, they must send the Responsible Entity a signed nomination form and the nominee’s signed consent to act as a Director on or after the opening date for the receipt of nominations.

In the notice of meeting for an Annual Meeting, the Responsible Entity will advise 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.

Securityholders will have the opportunity to vote on the nominations at the Annual Meeting.

Induction

APA provides an induction 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 briefing sessions with the senior management team, auditors and fellow Directors.

Prior to their appointment, new Directors are provided with an information pack containing:

materials regarding the role as Director
details of APA and the environment in which it operates, and
copies of all Board Committee charters, policies and reports.

Performance reviews and evaluation

The Chairman is responsible for reviewing the performance of the Board and individual Directors annually and on an ongoing basis.

During the reporting period, APA undertook a performance review process for the Board, its Committees and individual Directors. As part of the review process, each Director completed a questionnaire in which the Director was asked to comment on the performance of management as it relates to the Board, the scope of matters elevated to the Board, the efficacy of Board administration, and the quality and presentation of information brought to the Board. The Chairman also sought feedback from members of the Executive Leadership Team on the performance of the Board. Feedback from the performance review process was discussed by the Board and will be included in the Board’s practices in FY24.

Board skills and experience

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

In light of this, Nino Ficca has recently been appointed as a new Director of APA. The Board's priorities in selecting a new Director included identifying someone who would continue to help drive APA's strategy in electricity transmission and future energy solutions for the energy transition. Nino brings extensive experience in strategic and operational roles within the energy sector, including a deep understanding of electricity transmission and distribution. Going forward, the combination of Nino's skills and those of APA's other Directors is an enhancement to the Board's skills.

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. These competencies and the extent to which they are represented on the Board are set out below in the Board skills matrix.

6 APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

Board Skills Matrix

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SKILLS STRENGTH LEVEL
Energy infrastructure
Experience in engineering, construction, operation, regulation and management of energy
5
infrastructure assets.
Energy transition and climate
Experience in and knowledge of decarbonisation in the energy sector in connection with climate
related risks, strategies and policies, including electrification and energy storage, renewable energy 4
generation, hydrogen, emerging technologies and policy and investment frameworks.
Safety and Sustainability
Understanding of workplace health, safety and wellbeing, climate-change and other sustainability
related issues, risks and strategies, including policy frameworks, operational compliance and 5
governance.
Energy markets
Experience in and knowledge of power generation, upstream resources, energy supply dynamics,
5
domestic energy markets and regulation, including customer relationships, marketing and trading.
Executive leadership
Success at a senior executive level with a range of commercial/business experience. 7
International experience
Experience doing business offshore to provide global best practice insights. 7
Governance
Experience implementing and overseeing high standards of corporate governance in a large,
7
complex organisation.
Risk Management
Understanding of both financial and non-financial risk management and experience implementing
6
or overseeing sound risk management frameworks in a large organisation.
Financial acumen
Understanding of financial accounting and reporting, taxation, sources and methods of funding
and internal financial controls. 6
Strategy development and execution
Experience in developing and implementing strategy (including mergers and acquisitions). 7
Government relations and public and regulatory policy
Experience in government relations and public and economic regulatory policy, including how to
5
proactively manage policy and regulation risks.
Global capital markets
Experience in equity and debt capital markets in Australia and offshore, including experience
4
with rating agencies.
Legal
Qualified lawyer and experience managing complex legal matters. 1
Remuneration
Experience with implementing or overseeing people and remuneration frameworks,
7
including incentive programs.
Capital projects and infrastructure delivery
Experience in an industry with projects requiring large capital outlays, long-term investment
7
horizons and a variety of delivery methods (including public private partnerships).
Cyber/Information technology
Understanding of IT strategy and cyber security risks, with experience in developing robust
4
and cyber-resilient systems.
Customer
Experience with major customer segments, including resources, commercial and industrial,
5
energy wholesale and government.
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Board Composition and Succession (continued)

The Directors consider that the level of skills on the Board is “strong” in respect of all the above categories where three or more Directors are represented, and “moderate” where two Directors are represented.

The Board considers that it is sufficient for one Director to have a formal legal background. 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 relevant matters.

The skills and experience of our Board in respect of climate and sustainability matters positions APA well to actively participate in and support Australia’s energy transition. The Board also recognises that it must continue to learn about and assess relevant matters and risks as they evolve. The Board’s collective knowledge is supplemented by briefings from management as well as internal and external subject matter experts on topics such as climate, the energy transition and sustainability.

APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

Board Committees

The Board has established five Committees to help it to exercise its responsibilities and provide it with recommendations and advice.

Each Committee has its own charter that sets out its role, membership requirements, authority and responsibilities. The Committee charters are reviewed annually and are available on our website. Each Committee keeps the full Board informed of any significant matters or recommendations requiring the Board’s attention. All directors have access to all Board and Committee papers and meeting minutes.

During FY23, the Board reviewed the roles and responsibilities of the Board and its Committees, with a particular focus on sustainability-related matters (including climate change). Certain updates to the Charters and Board Committees commenced in October 2022.

The key changes made were:

Sustainability focus: The Health, Safety, Environment & Heritage Committee was renamed the Safety
& Sustainability Committee to reflect its greater involvement in strategy, risk and policy matters related to sustainability, heritage, environment (including climate), social and governance matters.
Split of the Audit & Risk Management Committee: The former Audit & Risk Management Committee was divided into the “Audit & Finance Committee” and “Risk Management Committee” to facilitate a continued strong focus on the respective areas within each committee’s remit.
Sustainability input on remuneration: The People & Remuneration Committee charter now explicitly recognises the Safety and Sustainability Committee’s role in providing feedback on APA’s performance against sustainability-related remuneration targets.

The number of Board and committee meetings held during FY23, including directors’ attendance can be found on page 70 of the FY23 Annual Report which is available on our website.

An overview of the members, composition, responsibilities and activities of each committee is set out below:

AUDIT & FINANCE COMMITTEE

Role : Assists the Board to oversee APA’s corporate reporting and internal controls, including monitoring the effectiveness, performance, independence, and objectivity of the internal and external auditors

Composition requirements

ü Minimum of three non-executive directors
ü Majority independent directors
ü Independent director as Chair
ü Chair must not be Board Chairman

Members

Debbie Goodin (Chair)
James Fazzino

Key FY23 Activities and Focus Areas

Oversaw external financial reporting on behalf of the Board and reviewed APA’s financial statements, ASX Appendix 4E and ASX Appendix 4D prior to approval by the Board
Oversaw the appointment, monitoring, remuneration, independence, and performance of the internal and external audit function
Reviewed, and where applicable, recommended to the Board key compliance policies for tax, Australian financial services licensing and ASX compliance, including APA’s accounting policies and treasury management policies
Rhoda Phillippo
Peter Wasow

Board Committees (continued)

RISK MANAGEMENT COMMITTEE

Role: Assists the Board to monitor, oversee and assess the implementation and effectiveness of APA’s risk management and compliance policies and frameworks, risk appetite, strategies to manage material risks and the effectiveness, resourcing and performance of APA’s Risk Management function

Composition requirements Key FY23 Activities and Focus Areas ü Minimum of three non-executive • Regularly monitored the performance of the business against APA’s directors Risk Appetite Statement, and reviewed and recommended to the Board
ü Majority independent directors updates to reflect APA’s refreshed strategy and climate goals ü Independent director as Chair • Reviewed and approved APA’s Group risk management policy which sets ü Chair must not be Board Chairman out the principals, objectives and responsibilities for risk management and articulates the key elements of the Risk Management System
Members including the Risk and Compliance Culture Framework
Rhoda Phillippo (Chair) • Reviewed regulatory related risk and compliance reports and new • Debbie Goodin control environments, including the Security of Critical Infrastructure Risk • James Fazzino Management Plan, Cyber Security, and the Modern Slavery Statement • Peter Wasow • Reviewed and approved updates to APA’s Whistleblower Policy which outlines APA’s position on the importance of fostering a culture of compliance and responsible, ethical decision-making
Monitored APA’s insurance arrangements for the group

SAFETY & SUSTAINABILITY COMMITTEE

Role: Assists the Board to oversee safety and sustainability matters, including with respect to the health and safety of APA’s people, contractors and the public, and environment and cultural heritage priorities

Composition requirements Key FY23 Activities and Focus Areas ü Minimum of three non-executive • Monitored APA’s identification of sustainability opportunities and directors strategies for the business
ü Majority independent directors • Reviewed and monitored the effectiveness of APA Group’s Health, ü Independent director as Chair Safety, Environment & Heritage ( HSEH ) Management System, including monitoring HSEH performance, receiving HSEH reports from
Members management • James Fazzino (Chair) • Reported material HSEH risks and the adequacy of APA Group’s • Michael Fraser processes for managing material HSEH risks to the Risk Management Committee
• Debbie Goodin • Shirley In’t Veld • Oversaw ongoing development of APA’s first Reconciliation Action Plan
Oversaw the preparation of APA Group’s sustainability reporting (including assurance activities and process for verification of the integrity of that reporting)
Reviewed APA Group’s environmental performance and greenhouse gas emissions inventory and tracking performance indicator trends
• Undertook Psychosocial Risk Deep Dive to better understand how to manage risk associated with the health and safety of our people

10 APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

PEOPLE & REMUNERATION COMMITTEE

Role: Assists the Board fulfill its responsibility to oversee the development of APA's people and remuneration strategy and frameworks and makes recommendations to the Board on people and remuneration matters

Key FY23 Activities and Focus Areas

Composition requirements

ü Minimum of three non-executive • Reviewed performance of the Managing Director and senior executives directors and made recommendations to the Board
ü Majority independent directors
ü Majority independent directors • Assisted the Board in confirming our remuneration policies are aligned ü Independent director as Chair with our core behaviours, purpose, vision, strategic direction and risk appetite

Members

Engaging external remuneration consultants to advise on market practice and provide benchmarking data in connection with APA’s remuneration framework
Peter Wasow (Chair)
Shirley In’t Veld
Rhoda Phillippo
Oversaw preparation of APA’s Remuneration Report for FY23
Provided governance and oversight of APA’s Inclusion & Diversity strategy and outcomes
Oversaw a plan of work to assess the remuneration of women and men in like-for-like roles
Approved inclusion of climate related goals to align management’s incentives with APA’s broader climate goals and targets

NOMINATION COMMITTEE

Role: Provides the Board with recommendations on the selection and appointment of new Directors, Board succession and related matters

Composition requirements

Key FY23 Activities and Focus Areas

ü Minimum of three non-executive • Supervised recruitment of a new non-executive director directors
Oversaw Managing Director succession planning
ü Majority independent directors
ü Independent director as Chair
ü Board Chairman is Chair

Members

Michael Fraser (Chair)
Debbie Goodin
Shirley In’t Veld

Securityholders and Reporting

Securityholder engagement

APA has an investor relations program which facilitates effective two-way communication with investors. Information is communicated to Securityholders by a number of means, including the following:

Annual Report and Directors’ Report which includes:

Operating and Financial Review , setting out APA’s financial results and results of operations for the previous financial year
Remuneration Report , setting out APA’s remuneration policies and outcomes for non-executive Directors, the Managing Director and selected other senior executives
Audit Report , outlining the results of the external audit of our financial statements
Sustainability information reporting on APA’s performance in respect of the environment, climate change, people, community, sustainable development and customers
Climate Transition Plan , which addresses key aspects of APA's approach to climate change risk management, governance, metrics and targets
Climate Report an annual report which provides information on our progress towards the goals and targets set out in the Climate Transition Plan

Interim (half year) report and Directors’ report

Financial Review , setting out APA’s financial results for the first half of the previous financial year
Audit Report , outlining the results of the external review of APA’s half year financial report

Investor presentations , including presentations made at investor conferences in Australia and offshore. Copies of presentation materials are released to the ASX Announcement platform ahead of the presentation if they contain material price sensitive information

Modern Slavery Statement , submitted under the Commonwealth Modern Slavery Act 2018

Announcements via the ASX Market Announcements Platform and media releases

Webcasts of half year and annual results presentations, the Annual Meeting and announcements of major events, which are available for at least one year post the event on APA’s website.

The Investor section of our website has a variety of information which may be of interest to Securityholders, including 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.

Our website also has information about our Board and senior management, our assets, history and investments and the economic regulation to which some of those assets are subject. Our website can be accessed at apa.com.au.

Securityholders may choose to receive communications (including the Annual Report, Meeting Documents and Payment advices) electronically by notifying our Share Registry.

Phone and email access to Investor Relations personnel facilitates two way communications with our Securityholders and other stakeholders.

Annual Meetings

Because APA is made up of two stapled trusts, APA Infrastructure Trust and APA Investment Trust, it 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.

APA encourages Securityholders to participate in our Annual Meeting. A Notice of Meeting setting out the agenda for the Annual Meeting and explaining resolutions on which Securityholders may vote is made available to Securityholders and to ASX prior to the meeting.

Securityholders who are unable to attend the Annual Meeting may appoint a proxy to vote on their behalf. A recording of the meeting is also uploaded onto APA’s website which allows Securityholders who were unable to attend to view the proceedings.

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.

APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

Securityholders are also able 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.

Securityholders are also able to ask questions of APA's external auditor at the meeting.

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

Market disclosure

APA’s Market Disclosure Policy aims to ensure that price sensitive information (whether positive or negative) is promptly released to ASX as required by the ASX Listing Rules and the Corporations Act.

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.

Our Disclosure Committee is made up of the Managing Director, the Group General Counsel & Company Secretary and the Chief Financial Officer. All ASX announcements must be approved by the Disclosure Committee before they are released to the ASX Market Announcement Platform.

The Group General Counsel & Company Secretary is the nominated ASX contact.

All ASX announcements are posted on APA’s website as soon as reasonably possible after notification to ASX. Copies of all ASX announcements are sent to Directors promptly after they are released to the market.

Risk Management

The management of risk is an essential part of our approach to creating long-term Securityholder 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 Risk Management Committee.

The Risk Management Committee is responsible for providing oversight of risk policies and procedures for risk management and risk treatment plans and mitigating activities. This includes monitoring, overseeing and assessing the implementation and effectiveness of:

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
strategies to manage material risks and the effectiveness, resourcing and performance of APA’s Risk Management function.

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BOARD
Accountable to stakeholders for organisational oversight
RISK MANAGEMENT COMMITTEE/AUDIT AND FINANCE COMMITTEE
Delegates, directs, ensures adequate resourcing and provides oversight
EXECUTIVE RISK MANAGEMENT COMMITTEE
Accountable for risk and reporting to the Risk Management Committee
MANAGEMENT INTERNAL AUDIT
LINE ONE LINE TWO LINE THREE
Owns and manages risks Builds, reviews and supports Independent assurance
Enterprise/Divisional Risk, Compliance and
Group Executives
Assurance Teams, HSEH, Enterprise Group Internal Audit
Our People
Security, Enterprise PMO
• Provide products/services to customers • Provide expertise, support, monitoring • Provide independent and objective
• Implement risk management frameworks and challenge on risk-related matters assurance of objectives
(identify, assess, own and manage risks • Maintain and continuously improve • Ensure that governance structures and
to achieving objectives) risk management practices at an processes are appropriately designed
•• Own internal controls and actionsOwn and manage compliance with legal, • enterprise/function, system or process levelReport on the adequacy and • and operating as intendedProvide oversight and direction in aligning governance activities, including
regulatory and ethical expectations effectiveness of risk management integrated assurance
• Control attestation/self-assessment • Coordinate insurance
• Maintain and implement risk-based
control assurance programs at
enterprise/function level
Key: Accountability reporting Delegation, direction, resources, oversight Alignment, communication, coordination, collaboration
(External Audit 1
EXTERNAL ASSURANCE PROVIDERS
, Regulator Audit, Third Party Audit, Advisory Reviews)
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1 External Auditors have not provided assurance over the risk management framework in FY23.

APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

The Risk Management Committee reviews the risk management framework annually to confirm that the framework continues to be appropriate and that APA is operating within the risk appetite set by the Board.

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

APA has four main types of risk:

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Strategic Risks arising from the industry and
Risk geographical environments in which
APA operates, including its markets,
customers, brand and reputation and
regulatory policy
Financial Risks arising from the management of
Risk APA’s financial resources, accounting,
tax and financial disclosure
Operational Risks arising from inadequate or failed
Risk internal processes, people or systems
or from external events including:
• construction and corporate projects
• technology and cyber
• environment, health and safety
Compliance Legal or regulatory risks arising in
Risk respect of laws, regulations, licences
and recognised practising codes
including:
• health, safety and environment
• asset construction and operation
• other corporate compliance
requirements
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Information on APA’s strategic risks, including sustainability, social and environmental risks can be found on pages 20 to 23 of the FY23 Annual Report.

During the reporting period, the Risk Management Committee received reports from APA’s General Manager Risk, Compliance and Insurance (or relevant personnel) at each committee meeting. These reports included:

an assessment of APA’s material risks (including emerging risks)
risk and compliance policy updates

The Risk Management Committee also received reports from APA’s General Manager Enterprise Security which included assessments of technology and cyber risks and updates on any Security of Critical Infrastructure legislative changes that occurred during the reporting period.

APA has internally reviewed our Risk Management Policy in the reporting period. The Risk Management Committee reviewed APA’s performance against the current Risk Appetite Statement during the reporting period, and the Board approved several updates to reflect APA’s current strategy.

Where APA’s performance was outside its risk appetite during the reporting period, APA identified actions that would return most of the risks to target and developed plans to implement those actions.

Internal Audit

APA has developed a framework for internal audit within the APA Group.

Internal Audit reports to both the Chief Financial Officer and to the Audit & Finance Committee. By having a direct line to the Audit & Finance Committee, Internal Audit helps the Committee to bring an independent and objective perspective to its role of keeping the Board informed of the internal controls implemented to address APA’s material risks. Internal Audit also assists senior management by providing independent assessments of the adequacy and effectiveness of risk management and internal control systems.

Internal audit activity is guided by a risk-based internal audit plan that is prepared in consultation with management and approved annually by the Audit & Finance Committee. At each of its meetings, the Audit & Finance Committee receives a report from Internal Audit on activities undertaken in accordance with the approved plan.

PricewaterhouseCoopers remained the primary internal audit service provider during the reporting period.

In an ongoing commitment to strengthen our governance practices, Internal Audit was recently split from Group Risk & Compliance and is now a standalone function. Additionally, the function began transitioning from the historical outsourced model to a co-source model which will enable greater internal focus and direction, while also ensuring access to specialist skills and expertise.

regulatory compliance updates
IT disaster recovery, business continuity and emergency response testing updates
information about any significant incidents or whistleblower investigations.

Risk management (continued)

Assurance from Managing Director and Chief Financial Officer

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

in their opinion, APA’s financial records 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
their opinion has been formed on the basis of a sound system of management and internal risk controls which is operating effectively.

The Board obtained such declarations for the full and halfyear financial periods in the reporting period.

Review by Audit & Finance Committee

The Audit & Finance Committee reviews and discusses with management and the external auditor the half year and annual financial reports to ensure that:

they reflect the understanding of the committee members 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

The Audit & Finance Committee:

receives reports from the external auditor
monitors the auditor’s effectiveness and independence

The external auditor’s independence could be (or be seen to be) impaired or compromised through the provision of some non-audit services or by the quantum of fees paid to the auditor for such services. The Audit & Finance Committee has approved:

lists of permitted and prohibited of non-audit services relevant to the external auditor
the approval process that must be followed in connection with permitted services.

Page 72 of the Directors’ Report for the reporting period has 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.

Integrity in financial and corporate reporting

APA is committed to providing Securityholders and other external stakeholders with timely, consistent and transparent corporate reporting. The process 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.

The process adheres to several general principles including that the reports are prepared (or supervised) by a relevant subject matter expert, the reports should comply with law and are reviewed to ensure there is no inaccurate, false, misleading or deceptive information, and (if required) are authorised for release by the appropriate approver required under law or a relevant policy.

Information on APA’s strategic risks, including sustainability, social and environmental risks can be found on pages 20 to 23 of the FY23 Annual Report.

makes recommendations to the Board on the appointment or replacement of the external auditor (subject to Securityholders’ approval, if applicable).

The External Auditor Appointment and Independence Policy documents the process for appointment of the external 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 Jimmy McGarty of Deloitte Touche Tohmatsu were the lead external audit partners for the reporting period.

16 APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

Inclusion and Diversity

APA is committed to continue delivering our Inclusion and Diversity ( I&D ) strategy. This strategy was in its fourth year during the reporting period.

Our Inclusion and Diversity 2020 – 2025 commitments

The Board endorsed the updated 2020-2025 I&D strategy in October 2020. The strategy covers four primary areas of priority.

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----- Start of picture text -----

Gender Equity We are committed to a level playing
field by giving women and men the
same chance to reach their potential.
Flexibility Flex APA means we encourage
and
flexible ways of working
empowering our people to think
differently about where, when and
how work is completed to meet the
professional and personal goals,
priorities and lifestyles.
Inclusive We are committed to creating an
Culture inclusive culture that values all people
and addresses biases (age, cultural
background, LBGTIQ, disability,
indigenous).
Inclusive Inclusive leadership means ensuring
Leadership all our our people feel a sense of
belonging , are treated fairly and
respectfully , and all our people’s
voices are heard and valued .
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Inclusion & Diversity Policy

Our I&D Policy supports our strategy by setting out our commitments and principles to establish a workplace that embraces diversity and builds an inclusive culture, so all our people feel safe, valued and trusted to do their best every day. Our I&D Policy can be found on our website.

Some key principles of this policy include:

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

Our I&D Policy was refreshed in June 2023.

The People and Remuneration Committee of the APA Board provides governance and oversight of APA’s I&D strategy and outcomes. Key to oversight is the establishment of targets and objectives.

During the reporting period, the Managing Director and Group Executive People Safety and Culture were set I&D objectives as part of their performance scorecards. The primary focus was on the completion of the Gender Target Action Plan activities for the reporting period as part of driving the achievement of the Gender Targets.

Inclusion and Diversity (continued)

WGEA Reporting, Gender Profile and Targets

Our Board sets measurable objectives for achieving gender diversity in the composition of the board, senior executives and workforce.

APA has submitted 2023 data to the Workplace Gender Equality Agency ( WGEA ) and has published the final public WGEA reports. The data submitted reflects the period 1 April 2022 to 31 March 2023. The data can be accessed through the WGEA website.

In February 2022, the Board endorsed a recommendation from the Nomination Committee to target gender diversity of the Board at a 40/40/20 composition, recognising this may vary slightly depending on the size and required skills mix of the Board. At 30 June 2023, 50% of APA’s nonexecutive directors were female. With the appointment of Nino Ficca to the APA Board from 1 September 2023, female representation will be 43%.

We are aiming to significantly increase the female participation in our workforce and have set targets to achieve this by 2025 so that APA’s workforce reflects the communities and customers we serve. Those targets and our current progress against those targets are set out in the table below.

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Female % target FY23 status
by 2025 against target
Total Workforce 40% 31.8%
Senior Leaders 30% 31.4%
Talent Pipeline 50% 49.2%
Extended Leadership 40% 35.6%
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18 APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

Inclusion and Diversity Working Groups

The I&D Steering Committee, chaired by the Managing Director, provides governance and strategic oversight of the delivery of APA’s I&D strategy. This group works with the People, Safety and Culture team to deliver on our strategy.

During the reporting period the key achievements were:

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----- Start of picture text -----

Gender pay equity Completed a gender pay equity review of like-for-like roles across APA in March 2023, and
rectified all identified gaps. Further activities are underway to futureproof recruitment and
performance processes to remove the potential for pay equity gaps to re-emerge.
Respect@Work Launch of APA’s Respect@Work procedure, which aligns with the Inclusion and Diversity
Policy and the APA Code of Conduct. To complement this, we implemented a Respect@
Work e-learning module, which encourages employees to speak up if they witness harmful
behaviours, including unlawful discrimination, bullying, harassment, sexual harassment,
sex-based harassment, vilification and victimisation.
Inclusive Leadership Refresh of content for our Inclusive Leadership development program. This program has
program been successfully delivered to our Executive Leadership team in March 2023 with rollout
to General Managers and broader leader population to commence in August 2023. This
program reviews unconscious bias, everyday sexism and the link between diversity and
performance.
Hybrid @ APA Further embedding of our Hybrid @ APA working model to improve flexibility for employees
to work between APA offices and remotely. The model provides for 40% of Face-to-Face
office collaboration over the span of a month, allowing employees the flexibility to manage
their lifestyles and priorities outside of work.
Gender neutral parental Launch of APA’s enhanced gender-neutral parental leave benefits for all carers aligned to
leave industry benchmarks.
Graduate and intern Achieved 46% female representation in our 2023 Graduate program, and a 53% female
gender equality representation in the 2022/23 intern programs.
National recognition days Launch of targeted national campaigns to promote I&D aligned to national recognition days
(i.e., Flexibility Day, International Women’s Day events, Pride month, and NAIDOC Week).
Chief Executive Women We became sponsors and partners for external body Chief Executive Women.
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Inclusion and Diversity (continued)

Leadership and Talent

APA continues to provide a strong focus on leadership and talent development, a critical element in the attraction and retention of a pipeline of leaders, building maintaining the organisation’s overall capabilities for now and into the future.

APA is invested in growing the internal capability of our leaders to ensure we can help our people achieve their full career potential whilst working at APA. APA continues to invest in its talent by offering a suite of development courses, including:

Ignite Talent Program, targeted at identified future leaders for APA. This 12-month program focuses on understanding self and leading others.
Elevate Talent Program, designed for senior leaders who have been identified as successors for other critical leadership roles.
INSEAD Leadership Curriculum , foundational development for all leaders which lifts the leadership capability bench strength overall to ensure consistent practice and strategic leadership. Our Executive Leadership completed this program in February and General Managers completed it in May 2023. The 1-week experiential learning program focused on developing the leadership capability of our senior leaders to lead the energy transition and APA transformation and focused on Personal Leadership, Interpersonal Leadership and Strategic Leadership.

We have continued to invest in capability within teams to ensure that we have collaboration and impact.

APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

Culture of Acting Lawfully, Ethically and Responsibly

Our Purpose and Strategy

Our Purpose To strengthen communities through responsible energy Our Strategy To be the partner of choice in delivering infrastructure solutions for the energy transition

Our code of conduct and policies

The Board and senior management are committed to ensuring that they and all of APA’s workforce observe high standards of lawful, ethical behaviour and conduct. We are committed to our purpose of strengthening communities through responsible energy.

We achieve this by:

Doing the right thing, even in tough situations

Creating value for all our stakeholders Taking a long-term view Investing in future technologies and new energy

Innovating for a sustainable future

Our Code of Conduct ( Our Code ) defines the key standards of personal conduct, professional behaviour and ethics that we expect of our directors, senior executives, employees, contractors and anyone else who represents APA. Our Code is approved by the Board and is published on our website.

Our Code provides practical examples to ensure that everyone is very clear on our expectations. As a fundamental policy, Our Code is part of any new employee’s on-boarding program and central to the APA induction. All employees and contractors must undergo refresher training on a regular basis.

Any breaches of Our Code must be promptly reported and investigated, and we have processes to ensure that breaches can be reported without fear of retaliation or victimisation. Any material breaches of Our Code, along with results of any investigation and follow up actions, are reported to the Risk Management Committee at least quarterly.

Our behaviours

Our Code is underpinned by our APA behaviours which set an expectation for how we work and behave at APA.

Our behaviours are:

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COURAGEOUS

We are honest and transparent; we learn from our mistakes and we challenge the status quo.

ACCOUNTABLE

We spend time on what matters, we do what we say and deliver world class solutions.

NIMBLE

We are curious, adaptive and future focused.

COLLABORATIVE

We are inclusive, work together and respect and listen to our stakeholders.

IMPACTFUL

We create positive legacies and work safely, for our customers, communities, our people and the environment.

Culture of Acting Lawfully, Ethically and Responsibly (continued)

Our Anti-Bribery and Corruption Policy

Our Anti-Bribery and Corruption Policy prohibits bribery and corruption in any form. The policy covers approvals for gifts, sponsorships, donations and entertainment, third party due diligence and provides for monitoring and reporting.

The Risk Management Committee is informed of any material breaches of the policy.

Our Anti Bribery and Corruption Policy is published on our website.

Our Whistleblower Policy

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 Whistleblower 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.

Our Securities Trading Policy

Our Securities Trading Policy is designed to:

ensure that directors, employees and contractors are aware of their obligations under insider trading laws
protect the reputation of APA, its directors, employees and contractors
ensure that APA meets its obligations under the ASX Listing Rules to disclose directors’ holdings in its securities.

Under the Securities Trading Policy, our directors, officers and contractors are prohibited from dealing in or encouraging others to deal in APA securities during any time when they have price-sensitive, non-public information ( Inside Information ). Passing on Inside Information to anyone who ought reasonably to be known to deal in APA securities is also prohibited.

APA policy prohibits participants in the Long Term Incentive and Short Term Incentive plans from using hedging or derivative financial products that operate to limit the economic risk of participants’ unvested equity interests.

Our Other Policies

Other policies, including our Health, Safety, Environment and Heritage Policy can be found on our website.

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

22 APA GROUP CORPORATE GOVERNANCE STATEMENT 2023

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WWW.APA.COM.AU

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 APA Group Limited ABN 99 091 344 704 as responsible entity of APA Infrastructure Trust ARSN 091 678 778 and APA Investment Trust ARSN 115 585 441.	Financial year ended:
APA Group Limited ABN 99 091 344 704 as responsible entity of APA Infrastructure Trust ARSN 091 678 778 and APA Investment Trust ARSN 115 585 441.	30 June 2023

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

☐ These pages of our annual report:

https://www.apa.com.au/about-apa/our-organisation/corporate☐ This URL on our website: governance/

The Corporate Governance Statement is accurate and up to date as at 23 August 2023 and has been approved by the board.

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

Date: 23 August 2023

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Name of authorised officer Amanda Cheney, Company Secretary authorising lodgement:

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 fullfor 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: apa corporate governance	APA Group
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 fullfor 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: apa corporate governance	APA Group and we have disclosed the information referred to in paragraph (c) at: Pages 17 – 20 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.
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: Page 6 of the Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Page 6 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 fullfor 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: Page 4 of the Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Page 4 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 fullfor 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: apa corporate governance	APA Group and the information referred to in paragraphs (4) and (5) at: Page 11 of the Corporate Governance Statement 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]~~
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: Page 7 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: apa board	APA Group and, where applicable, the information referred to in paragraph (b) at: Page 3 of the Corporate Governance Statement and the length of service of each director at: apa board

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 fullfor 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: the-apa-way	APA Group
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: apa corporate governance	APA Group
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: apa corporate governance	APA Group
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: apa corporate governance	APA Group

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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 fullfor 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: apa corporate governance	APA Group and the information referred to in paragraphs (4) and (5) at: apa board
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

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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 fullfor 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: apa corporate governance	APA Group
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: APA Group homepage	APA Group
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: Pages 12 - 13 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

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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 fullfor 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: apa corporate governance	APA Group and the information referred to in paragraphs (4) and (5) at: apa board
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: Page 15 of the Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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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 fullfor 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: Page 15 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: apa sustainability	APA Group Page 14 - 15 of the Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: apa sustainability

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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 fullfor 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: apa corporate governance	APA Group and the information referred to in paragraphs (4) and (5) at: apa board
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: Page 22 of the Corporate Governance Statement Annual Report – Directors’ Report & Remuneration Report apa corporate governance	APA Group

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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 fullfor 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 applicableOR ☐ 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

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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 fullfor 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

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

AI assistant

APA GROUP — Governance Information 2023

64398_rns_2023-08-22_cbbae2e1-2073-47a2-981c-adec8baf3be7.pdf

APA Group (ASX: APA)

Corporate Governance Statement and Appendix 4G

Authorised for release by Amanda Cheney

About APA Group (APA)

ACKNOWLEDGEMENT OF COUNTRY

Corporate Governance Statement

Corporate Governance at APA

Corporate Governance Statement

OUR CORPORATE GOVERNANCE FRAMEWORK

Our Board

Roles and Responsibilities

Board role

Board responsibilities

Management responsibilities

Role of the Chairman

Director independence

Conflicts of interest

Ongoing director development and access to information

Company Secretary

Performance evaluation of management

Remuneration Report

Securityholder vote on Remuneration Report

Board composition

Director nomination and succession

Background checks

Director re-election

Securityholders rights to nominate directors

Induction

Performance reviews and evaluation

Board skills and experience

Board Skills Matrix

Board Committees

AUDIT & FINANCE COMMITTEE

Composition requirements

Members

Key FY23 Activities and Focus Areas

RISK MANAGEMENT COMMITTEE

SAFETY & SUSTAINABILITY COMMITTEE

PEOPLE & REMUNERATION COMMITTEE

Key FY23 Activities and Focus Areas

Composition requirements

Members

NOMINATION COMMITTEE

Composition requirements

Key FY23 Activities and Focus Areas

Members

Securityholder engagement

Interim (half year) report and Directors’ report

Annual Meetings

Market disclosure

Risk Management

Board’s oversight of risk management

Internal Audit

Assurance from Managing Director and Chief Financial Officer

Review by Audit & Finance Committee

External auditor and their independence

Integrity in financial and corporate reporting

Our Inclusion and Diversity 2020 – 2025 commitments

Inclusion & Diversity Policy

WGEA Reporting, Gender Profile and Targets

Inclusion and Diversity Working Groups

Leadership and Talent

Culture of Acting Lawfully, Ethically and Responsibly

Our Purpose and Strategy

Our code of conduct and policies

Innovating for a sustainable future

Our behaviours

COURAGEOUS

ACCOUNTABLE

NIMBLE

COLLABORATIVE

IMPACTFUL

Our Anti-Bribery and Corruption Policy

Our Whistleblower Policy

Our Securities Trading Policy

Our Other Policies

Appendix 4G

APA GROUP Governance Information 2023