APA Group (APA) 2013年年度報告「ASX」.pdf

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1、connEctInG oPPoRtUnItIESmoRE than thE SUm of oUR PaRtSAPA GRouP AnnuAl RePoRt 2013 australian pipeline trust2 Directors report19 Remuneration report30 Corporate governance statement37 Consolidated statement of profit or loss and other comprehensive income38 Consolidated statement of financial positi

2、on40 Consolidated statement of changes in equity 41 Consolidated statement of cash flows 42 Notes to the consolidated financial statements 98 Declaration by the Directors of Australian Pipeline Limited99 Auditors Independence Declaration100 Independent Auditors Report127 Additional information apt i

3、nVestMent trust102 Directors report104 Consolidated statement of profit or loss and other comprehensive income105 Consolidated statement of financial position105 Consolidated statement of changes in equity 106 Consolidated statement of cash flows 107 Notes to the consolidated financial statements123

4、 Declaration by the Directors of Australian Pipeline Limited124 Auditors Independence Declaration125 Independent Auditors ReportDirectors report 1 Total securityholder return is the capital appreciation of the companys security price,adjusted for capital management(such as security splits and consol

5、idations)and assuming reinvestment of distribution at the declared distribution rate per security.Figures quoted are sourced from IRESS.aUStRalIan PIPElInE tRUSt and ItS contRollEd EntItIESaRSn 091 678 778The Directors of Australian Pipeline Limited(“Responsible Entity”)submit their report and the a

6、nnual financial report of Australian Pipeline Trust(“APT”)and its controlled entities(together“APA”or“Consolidated Entity”)for the financial year ended 30 June 2013.This report refers to the consolidated results of APT and APT Investment Trust(“APTIT”).DirectorsThe names of the Directors of the Resp

7、onsible Entity during the year and since the year end are:leonard Bleasel aM ChairmanMichael McCormack Chief Executive Officer and Managing Directorsteven CraneJohn Fletcherrussell Higgins aOpatricia McKenzieMuri Muhammad (retired 24 October 2012)robert WrightDetails of the Directors,their qualifica

8、tions,experience,special responsibilities and Directorships of other listed entities are set out on pages 14 to 16.priNcipAL ActiVitiesThe principal activities of APA during the course of the year were the ownership and operation of energy infrastructure assets and businesses,including:energy infras

9、tructure,primarily gas transmission businesses located across Australia and the Emu Downs Wind Farm in Western Australia;asset management and operations services for the majority of APAs energy investments and for third parties;and energy investments in listed and unlisted entities.FiNANciAL AND ope

10、rAtioNAL reVieWapa OVerVieWAPA is Australias largest natural gas infrastructure business.It owns or has an interest in approximately$12 billion of energy infrastructure across Australia,and operates these with a skilled workforce in excess of 1,500 people.APA has a diverse portfolio of 14,100 kilome

11、tres of gas transmission pipelines that span every state and territory on mainland Australia and deliver about half the nations natural gas usage.It also owns other related energy infrastructure assets such as gas storage facilities and power generation assets.APA has ownership interests in,and oper

12、ates,the Envestra Limited(“Envestra”)and the GDI(EII)Pty Ltd(“GDI”)gas distribution networks,which together have approximately 25,000 kilometres of gas mains and approximately 1.2 million gas consumer connections.It also has minority interests in and operates other energy infrastructure assets and b

13、usinesses,including SEA Gas Pipeline,Energy Infrastructure Investments,EII2 and Ethane Pipeline Income Fund.APAs objective of maximising securityholder value is achieved through expanding and enhancing its infrastructure portfolio,securing low risk,long-term revenue on its assets,operating the busin

14、ess safely and efficiently and generating further value through its service offerings.APA is listed on ASX and is included in the S&P ASX 50 Index.Since listing in June 2000,its market capitalisation has increased ten-fold to over$5 billion(as at 30 June 2013),and it has achieved total securityholde

15、r returns of 787%or annual compound growth rate of 18.2%.1apa regulated and contracted revenueAPA derives its revenue streams through a mix of regulated revenue,long-term negotiated revenue contracts,asset management fees and investments.Earnings are underpinned by strong cash flows generated from h

16、igh quality,well positioned,geographically diversified assets and a small portfolio of creditworthy customers.A national regulatory regime provides mechanisms for regulatory pricing amongst other things,which is encapsulated in the National Gas Law and National Gas Rules.The economic regulation aspe

17、cts of the regime apply to most gas distribution networks and a number of gas transmission pipelines in Australia.The regime provides for two forms of regulation based on a pipelines relative market power full regulation and light regulation.For assets under full regulation the regulator determines

18、price and other terms of access for standard(“reference”)services as part of an access arrangement process,such that the asset owner has a reasonable opportunity to recover at least the efficient costs of owning and operating the asset to provide the reference services.Access arrangement periods usu

19、ally run for five years.For assets under light regulation,contractual terms(including price)are negotiated between the service provider and customer with recourse to arbitration by the regulator in the absence of agreement.APA assets subject to full regulation or light regulation are detailed below.

20、Contracted revenues are sourced from unregulated assets,assets under light regulation as well as assets under full regulation.Contracts are generally for a reservation of capacity,with a majority of the revenue fixed.Average contract term is greater than 10 years,and where new infrastructure is requ

21、ired,terms tend to be 15 years or greater.Approximately 25%of APAs FY2013 revenue(excluding pass-through revenue)was subject to prices determined under full regulation.The majority of the remaining 75%of APAs revenue is generated from contracts which have set terms,including negotiated pricing for t

22、he life of the contract.apa assets and operationsAPA is a major participant in developing,owning and operating natural gas transportation infrastructure across Australia.APAs assets and operations are reported in three principal business segments:Energy Infrastructure,which includes all APAs wholly

23、or majority owned pipelines,gas storage assets and the Emu Downs Wind Farm;Asset Management,which provides commercial,operating services and/or asset maintenance services to the majority of its energy investments for appropriate fees;and Energy Investments,which includes APAs strategic stakes in a n

24、umber of investment vehicles that house energy infrastructure assets,generally characterised by long-term secure cash flows,with low capital expenditure requirements.APA grouP/AnnuAl rePort 20132energy infrastructure assetslengtH/CapaCityregulatOry statuseast coast gas gridRoma Brisbane Pipeline582

25、kmFull regulationSouth West Queensland Pipeline936 kmNot regulatedCarpentaria Gas Pipeline944 kmLight regulationBerwyndale Wallumbilla Pipeline112 kmNot regulatedMoomba Sydney Pipeline2,028 kmLight regulation(partial)Central West Pipeline255 kmLight regulationCentral Ranges Pipeline and distribution

26、 network294 kmFull regulationVictorian Transmission System1,842 kmFull regulationDandenong LNG Storage Facility12,000 tonnesNot regulatedSESA Pipeline45 kmNot regulatedTotal 7,038 kmWest australian and northern territory assetsGoldfields Gas Pipeline(88.2%)1,546 kmFull regulationKalgoorlie to Kambal

27、da44 kmLight regulationPilbara Pipeline System328 kmNot regulatedParmelia Gas Pipeline446 kmNot regulatedMid West Pipeline(50%)363 kmNot regulatedMondarra Gas Storage Facility15 PJNot regulatedEmu Downs Wind Farm80 MWNot regulatedAmadeus Gas Pipeline1,671 kmFull regulationTotal 4,398 kmenergy invest

28、ments and asset Managementenergy inVestMentOWnersHip interestDetailasset ManageMentEnvestra33.0%gas distribution:22,500 km of gas mains,1.14 million gas consumer connections,1,124km of pipelines across SA,Vic,NSW,Qld and NTOperational servicesGDI20.0%gas distribution:2,800 km of gas mains,83,000 gas

29、 consumer connections in QldOperational services;Investment management servicesSEA Gas Pipeline50.0%gas pipeline:687 km pipeline from Iona and Port Campbell,Vic to Adelaide,SAMaintenance services onlyEnergy Infrastructure Investments19.9%gas pipelines:Telfer Gas Pipeline and lateral-488 km;Bonaparte

30、 Gas Pipeline-286km;Wickham Point Pipeline-12 kmelectricity transmission cables:Murraylink(176 km)and Directlink(63 km)gas-fired power stations:Daandine power station(27MW)and X41 power station(32MW)gas processing facilities:Kogan North(12 TJ/day)Tipton West(29 TJ/day)Operational services;Investment

31、 management servicesEII220.2%Wind generation:North Brown Hill Wind Farm(132MW),SAInvestment management servicesEthane Pipeline Income Fund6.1%ethane pipeline:1,375 km from Moomba to Port Botany,SydneyOperational services;Investment management servicesDiamantina Power Station50.0%gas-fired power stat

32、ions:Diamantina Power Station(242 MW)and Leichhardt Power Station(60 MW)currently under developmentNA AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueD3apa objective and strategyAPAs objective to maximise the value of APA for its investors is supported by its strategy t

33、o:focus on expanding and enhancing its natural gas infrastructure portfolio to meet the increasing demand for natural gas services;capture revenue and operational synergies from its significant asset base;pursue asset development opportunities which leverage APAs existing assets and utilise the dept

34、h of its comprehensive asset management and operational skills;enhance APAs services to customers,including the development of more flexible and tailored services to better satisfy customer requirements;and strengthen its financial capability.This strategy has been relatively unchanged since listing

35、.Consistent with this strategy,over the 2013 financial year APA commenced,continued or completed the following growth development projects and acquisitions:acquisition of the South West Queensland Pipeline and Pilbara Pipeline System through its takeover of Hastings Diversified Utilities Fund(“HDF”)

36、;pipeline capacity expansions on the Victorian Transmission System,Moomba Sydney Pipeline,Goldfields Gas Pipeline and Roma Brisbane Pipeline;expansion of the Mondarra Gas Storage Facility;development of the Diamantina and Leichhardt gas fired power stations;compression projects at Wallumbilla and Mo

37、omba;and development of the east coast grid services and operating framework.FinanCial reVieWThe following table provides a summary of key financial data for the year:year enDeD 30 June2013$0002012$000CHanges$000%Operating results including significant itemsTotal revenue1,272,2671,060,661211,60620.0

38、Pass-through revenue(1)352,743302,63350,11016.6total revenue excluding pass-through 919,524758,028161,49621.3eBitDa768,801525,825242,97646.2Depreciation and amortisation expense(130,461)(110,409)(20,052)(18.2)eBit638,340415,416222,92453.7Net interest expense(290,916)(234,326)(56,590)(24.2)Pre-tax pr

39、ofit347,424181,090166,33491.9Income tax expense(51,421)(50,435)(986)(2.0)Minorities2,764(5)2,769-profit after tax and minorities,including significant items298,767130,650168,117128.7Significant items after income tax(2)120,030(9,663)129,693-profit after income tax and minorities,excluding significan

40、t items178,737140,31338,42327.4Operating cash flow(3)374,381335,56938,81211.6Operating cash flow per security(cents)48.552.5(4.0)(7.6)Normalised operating cash flow(4)432,639335,56997,07028.9Normalised operating cash flow per security(cents)(4)56.052.53.56.8Earnings per security reported(cents)38.72

41、0.418.389.4Earnings per security normalised(cents)(5)23.121.91.25.5Distribution per security(cents)35.535.00.51.4Distribution payout ratio(6)68.2%67.0%Net tangible asset per security1.421.58(0.16)(10.3)Weighted average number of securities(000)772,314639,743(1)Pass-through revenue is revenue on whic

42、h no margin is earned.Pass-through revenue arises in the asset management operations in respect of costs incurred in,and passed on to Envestra and GDI in respect of,the operation of the Envestra and GDI assets.(2)Significant items:see summary table(page 5).(3)Operating cash flow=net cash from operat

43、ions after interest and tax payments.(4)Normalised operating cash flow excludes significant items.(5)Normalised earnings per security excludes significant items.(6)Distribution payout ratio=total distribution payments as a percentage of normalised operating cash flow.AustrAliAn PiPeline trust And it

44、s controlled entitiesDirectors report continueDAPA grouP/AnnuAl rePort 20134APA reported profit after tax and minorities and including significant items of$298.8 million,an increase of 129%compared with$130.7 million reported last year.APAs profit includes the earnings of HDF which was acquired in t

45、he financial year and consolidated from 9 October 2012.APAs profit also contained a number of significant items(tabled below)relating to APAs acquisition of HDF,fees paid by HDF to Hastings Funds Management and the reversal of costs booked against the sale of APA Gas Networks(Qld)(“Allgas”)to GDI(De

46、cember 2011),with a net positive after tax impact of$120.0million.signiFiCant iteMs2013$0002012$000significant items impacting eBitDaWrite back of transaction costs in respect of Allgas sale(1)18,588(9,663)Gain on APAs previously held interest in HDF142,333-Transaction costs on acquisition of HDF(12

47、,404)-Integration costs on acquisition of HDF(4,481)-significant items incurred by apa144,036(9,633)Management and Performance Fees charged to HDF by Hastings Funds Management(35,438)-Takeover response costs incurred by HDF(6,913)-significant items incurred and paid by HDF(42,351)-total significant

48、items impacting eBitDa101,685(9,633)significant items impacting finance costsGain on settlement of HDF interest rate swaps8,713-total significant items before tax110,398(9,633)Income tax related to significant items9,632-total significant items after tax120,030(9,633)(1)Prior year significant item r

49、eflects profit on Allgas sale less transaction costs.Net profit after tax(excluding the significant items)of$178.7 million was up 27.4%on last year($140.3 million).Revenue(excluding pass-through)increased by$161.5 million to$919.5 million,an increase of 21.3%on last year.Earnings before interest,tax

50、,depreciation and amortisation(“EBITDA”)increased by$243.0 million to$768.8 million,an increase of 46.2%.This was in line with APAs EBITDA guidance for the 2013 financial year of$755 million to$770 million.The main factors driving the increase in profit and EBITDA,excluding the significant items,inc

51、lude:additional earnings from the new expansion on the Roma Brisbane Pipeline(commissioned September 2012);increased performance of investments,in particular Envestra;increased asset management earnings from operating the Envestra assets,full years earnings from operating the GDI assets and increase

52、d customer contribution work;and nine months contribution of the South West Queensland Pipeline and the Pilbara Pipeline System and seven months contribution of the Moomba Adelaide Pipeline System(“MAPS”)divested 1 May 2013.The increase was partially offset by the removal of contributions from Allga

53、s.Operating cash flow increased by 11.6%to$374.4 million while operating cash flow per security decreased by 7.6%or 4.0 cents to 48.5 cents per security.The drop in operating cash flow per security is primarily due to the increase in securities on issue,as well as the inclusion of operating cash flo

54、ws from HDF for the period from 9 October 2012(which included some$58.3 million of fees paid by HDF to Hastings Funds Management and HDFs advisers in respect of the takeover by APA).Normalised operating cash flow,that is,excluding the HDF significant one off payments,was up 28.9%on last year at$432.

55、6 million,and corresponding operating cash flow per security was up 6.8%or 3.5 cents to 56.0 cents per security.APAs distributions for the financial year totalled 35.5 cents per security,an increase of 1.4%or 0.5 cents on last year.APA achieved its guidance of paying distributions in the 2013 financ

56、ial year at least equal to distributions in the 2012 financial year.The distribution payout ratio of 68.2%based on normalised operating cash flow,was slightly higher than the 67.0%ratio last year,mainly due to the increased securities on issue.APA continues to fully fund its distributions out of ope

57、rating cash flows whilst also retaining significant cash in the business to support ongoing growth.Capital ManageMentAPA issued a total of 191,265,224 securities since 30 June 2012.The issues comprised:7,147,485 new securities issued under the APA Distribution Reinvestment Plan(“DRP”)on 14 September

58、 2012,at$4.69 per security,raising$33.5million;175,717,257 new securities as part of the offer consideration for HDF,issued between 9 October and 24 December 2012 inclusively,at an average weighted cost per security of$5.035;and 8,400,482 new securities issued under the DRP on 13 March 2013 at$5.91

59、per security,raising$49.6 million.At 30 June 2013,there were 835,750,807 securities on issue(30 June 2012:644,485,583),an increase of 29.7%.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueD5On 19 June 2013,having reviewed APAs financial position and funding requirements

60、,the Board advised of its decision to suspend the DRP with immediate effect and until further notice.During the year APA completed the following financings:On 18 September 2012,APA completed an offer of long-dated,unsecured,subordinated and cumulative notes(“Notes”),raising$515 million.The Notes hav

61、e a face value of$100 per Note,with a first call date of 31 March 2018 and final maturity date of 30 September 2072.Note holders receive floating rate,cumulative interest payments quarterly in arrears;interest is the sum of the 90 day Bank Bill Rate plus a 4.5%margin.The Notes are ascribed 50%equity

62、 credit from Standard&Poors and Moodys and are not convertible into stapled securities or any other securities.The Notes began trading on the ASX under the code“AQHHA”on 19 September 2012;On 11 October 2012,APA issued US$750 million(A$735 million)of 3.875%senior guaranteed notes into the United Stat

63、es 144A debt capital market,maturing in October 2022.The principal and interest obligations have been hedged into A$obligations under the terms of cross-currency interest rate swap transactions,with quarterly A$payments set at an average fixed rate of 6.68%per annum;and On 26 November 2012,APA issue

64、d GBP 350 million(A$536 million)of 12-year fixed rate medium term notes(“MTN”)utilising documentation in place under its established European MTN program.The MTNs have a fixed annual GBP coupon of 4.25%per annum and will mature on 26 November 2024.The principal and interest obligations have been hed

65、ged into A$obligations under the terms of cross-currency interest rate swap transactions,with quarterly A$payments set at an average fixed rate of 7.36%per annum.The proceeds from the Notes and debt facilities were used largely to assist in the acquisition of HDF,the repayment of HDFs short term ban

66、k debt and for general corporate purposes.Between 20 December and 24 December 2012 APA effected the full repayment and cancellation of all of HDFs debt facilities,totalling$1,325 million and terminated all interest rate swaps associated with those facilities.At 30 June 2013,APAs debt portfolio has a

67、 broad spread of maturities extending out to 2024,with an average maturity of drawn debt of 6.2 years.APAs gearing2 of 62.8%at 30 June 2013 was down from 65.0%at 30 June 2012,primarily due to the reduction in net debt following receipt of funds from the sale of MAPS in May 2013.At 30 June 2013,APA h

68、ad$972 million in cash and committed undrawn facilities available to meet the continued capital growth needs of the business.APA has a prudent treasury policy which requires conservative levels of hedging of interest rate exposures to minimise the potential impacts from adverse movements in interest

69、 rates.All interest rate and foreign currency exposures on debt raised in foreign currencies have been hedged.APA also enters into interest rate hedges for a proportion of the interest rate exposure on its floating rate borrowings.As at 30 June 2013,83.2%of interest obligations on gross borrowings w

70、ere either hedged or issued at fixed interest rates for varying periods extending out in excess of 11 years.BOrrOWings anD FinanCe COstsAs at 30 June 2013,APA had borrowings of$4,412 million($3,224 million at 30 June 2012),principally from syndicated bank debt facilities,bilateral debt facilities,US

71、 Private Placement notes,European MTN in several currencies,Australian MTN,United States 144A notes and APA subordinated notes.The increase in borrowings since 30 June 2012 is primarily related to the acquisition of HDF,including the repayment of HDFs debt facilities,payment of the cash component of

72、 the takeover offer,net of cash from the sale of MAPS.Net finance costs increased by$56.6 million,or 24.2%,to$290.9 million(30 June 2012:$234.3 million).The increase is primarily due to consolidation of the HDF business into APA from 9 October 2012.The average interest rate(including credit margins)

73、applying to drawn debt was 7.35%for the year(2012:7.39%).APAs interest cover ratio for the year decreased to 2.30 times from 2.48 times last year,remaining well in excess of its debt covenant default ratio of 1.1 times,and distribution lock up ratio of 1.3 times.The calculation of interest cover doe

74、s not include the significant items in EBITDA and includes only nine months contribution to EBITDA from the HDF business.CreDit ratingsAPT Pipelines Limited,the borrowing entity of APA,maintained the following two investment grade credit ratings during the year:BBB long-term corporate credit rating(

75、outlook Stable)assigned by Standard&Poors(S&P)in June 2009;and Baa2 long-term corporate credit rating(outlook Stable)assigned by Moodys Investors Service(Moodys)in April 2010.On 27 March 2013,S&P issued a report following its annual review of APAs borrowing entity,APT Pipelines Limited,stating that

76、the stable rating outlook reflects APAs“excellent”business profile and S&Ps expectation that APA will manage its capital structure to sustain the credit metrics expected for the BBB rating.The rating reflects S&Ps opinion of the stable and predictable cash flow generated from the APAs ownership of a

77、 mix of more than a dozen regulated and unregulated(albeit highly contracted)gas transmission assets;its strong market position,stemming from its natural-monopoly assets;and low operating risk,underpinned by an in-house operating model.Further,on 28 June 2013,Moodys released its latest credit opinio

78、n on APT Pipelines Limited,stating that its Baa2 senior unsecured issuer rating reflects the stable operating cash flows from APAs portfolio of quality gas infrastructure assets,which are predominantly gas pipelines with long-term transportation contracts and regulated network assets.The strong mark

79、et position of the contracted assets and the fixed tariff for the regulated network over five-year regulatory periods support APAs ability to generate predictable revenues.Furthermore,its integrated transmission network enhances its operational flexibility,whilst the large number of assets within it

80、s diversified portfolio improves the groups cash flows and operational stability.inCOMe taxThe effective income tax rate for the year was 14.8%,lower than 27.9%last year,primarily due to a number of significant items being capital in nature and therefore having little or no tax effect.The effective

81、income tax rate before significant items is 25.8%,slightly lower than 26.4%last year.Capital anD inVestMent expenDiture Capital and investment expenditure for the year totalled$728.2 million compared with$295.5 million last year.Growth project expenditure of$372.7 million was in respect of pipeline

82、capacity expansion in Queensland,New South Wales,Victoria and Western Australia,and the expansion of the Mondarra Gas Storage Facility.This expenditure was generally either fully underwritten through long-term gas transportation agreements or had regulatory approval through a relevant access arrange

83、ment.Acquisitions and investments totalled$330.8 million,with the majority relating to the acquisition of HDF.Net cash consideration for the acquisition of HDF was$257.0 million.APA maintained its interest in Envestra at 33.0%for$65.5 million,by participating in Envestras dividend reinvestment plan

84、and its April 2013 equity placement.2 Gearing ratio determined in accordance with covenants in certain senior debt facilities as net debt to net debt plus book equity.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueDAPA grouP/AnnuAl rePort 20136Capital and investment ex

85、penditure for the year is detailed in the table below.Capital anD inVestMent expenDiture(1)DesCriptiOn OF 2013 MaJOr prOJeCts2013$million2012$milliongrowth expenditureRegulatedVictorian Transmission SystemEuroa compression;Sunbury lateral looping project,Longford meter stationupgrade22.635.1Allgas(2

86、)-8.422.643.5Major projectsQueenslandWallumbilla and Moomba compression;Roma Brisbane Pipeline expansion80.835.7New South Wales Moomba Sydney Pipeline expansion24.118.9Western AustraliaMondarra Gas Storage Facility;Goldfields Gas Pipeline expansions;213.7116.4OtherVictorian metering and LNG;NT pipel

87、ines31.510.2350.1181.2AcquisitionsEnergy InfrastructureHDF acquisition net of cash acquired;Emu Downs Wind Farm stamp duty265.36.0Energy InvestmentsIncreased interest in Envestra 65.540.4330.846.4total growth capex703.5271.1stay in business capex24.724.4total capex728.2295.5(1)The capital expenditur

88、e shown in this table represents actual cash payments as disclosed in the cash flow statement;it excludes accruals brought forward from the prior year and carried forward to next year.(2)Capital expenditure prior to the sale of Allgas to GDI in December 2011.DistriButiOnsDistributions paid to Securi

89、tyholders during the year were:Final Fy2012 DistriButiOn paiD 14 septeMBer 2012interiM Fy2013 DistriButiOn paiD 13 MarCH 2013Cents per securityTotal distribution$000Cents per securitytotal distribution$000APT profit distribution5.0932,78614.74121,930 APT capital distribution7.3247,182-APTIT profit d

90、istribution3.2821,1602.2618,719 APTIT capital distribution2.3114,879-total18.00116,00717.00140,649On 21 August 2013,the Directors declared a final distribution for APA for the year of 18.5 cents per security which is payable on 11 September 2013,and will comprise the following components:Final Fy201

91、3 DistriButiOn payaBle 11 septeMBer 2013Cents per securitytotal distribution$000APT profit distribution16.02133,877 APT capital distribution-APTIT profit distribution2.3219,424 APTIT capital distribution0.161,313 total18.50154,614 Total distribution for the financial year ended 30 June 2013 is 35.5

92、cents per security,an increase of 0.5 cents,or 1.4%,on the year ended 30 June 2012.Distribution information is presented on an accounting classification basis.The APA Group Annual Tax Statement and Annual Tax Return Guide(to be released inSeptember 2013)will provide the classification of distributio

93、n components for the purposes of preparation of securityholder income tax returns.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueD7signiFiCant CHanges in state OF aFFairsIn December 2012 APA completed the takeover of HDF,an ASX-listed investment vehicle whose assets in

94、cluded three natural gas transmission pipeline systems the South West Queensland Pipeline,MAPS and the Pilbara Pipeline System.In May 2013 APA completed the divestment of MAPS consistent with the undertaking given to the Australian Competition and Consumer Commission(“ACCC”).Further information on t

95、he acquisition and divestment is found on page 11.Business segMent perFOrManCes anD OperatiOnal reVieWStatutory reported revenue and EBITDA performance of APAs business segments is set out in the table below.year enDeD 30 June2013$0002012$000CHanges$000%revenue(continuing business)Energy Infrastruct

96、ureQueensland(1)217,530 112,225105,305 93.8New South Wales139,321138,443878 0.6Victoria162,582161,2971,285 0.8South Australia 2,1642,109552.6Western Australia(2)196,878174,16622,712 13.0Northern Territory23,00121,7341,2675.8Energy Infrastructure total741,476609,974131,502 21.6Asset Management82,2936

97、9,29512,998 18.8Energy Investments51,18041,7479,43322.6total segment revenue874,949721,016153,93321.3Pass-through revenue352,743 302,63350,110 16.6Unallocated revenue(interest income)11,6976,3175,38085.2Divested business(3)32,878 30,6952,183 7.1total revenue1,272,2671,060,661211,60620.0eBitDa(contin

98、uing business)Energy InfrastructureQueensland(1)163,74879,56684,182 105.8New South Wales112,659113,098(439)-0.4Victoria124,014 121,549 2,465 2.0South Australia 1,732 1,521 211 13.9Western Australia(2)135,980 117,397 18,583 15.8Northern Territory11,748 8,541 3,207 37.5Energy Infrastructure total549,8

99、81 441,672 108,209 24.5Asset Management45,447 31,910 13,537 42.4Energy Investments51,177 41,751 9,426 22.6total segment eBitDa646,505 515,333 131,172 25.5Divested business(3)20,611 20,155 total eBitDa before significant items667,116 535,488 131,628 24.6Significant items(4)101,685(9,663)total eBitDa7

100、68,801 525,825 242,976 46.2(1)Includes the South West Queensland Pipeline revenue and EBITDA contributions from 9 October 2012 and excludes the Allgas business contribution in 2012.(2)Includes the Pilbara Pipeline System revenue and EBITDA contributions from 9 October 2012.(3)2013:MAPS consolidation

101、 on 9 October 2012 to sale of the business on 1 May 2013.2012:Allgas sold to GDI in December 2011.(4)See page 5 for significant items.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueDAPA grouP/AnnuAl rePort 20138APAs operations and financial result in the period reflect

102、 steady growth across APAs portfolio,and includes nine months of earnings of the South West Queensland Pipeline and the Pilbara Pipeline System,and seven months earnings of MAPS which was sold 1 May 2013.The table below provides additional information with respect to EBITDA performance of APAs conti

103、nuing business prior to HDF consolidation.year enDeD 30 June2013$0002012$000CHanges$000%eBitDaAPA continuing business551,943515,33336,6107.1HDF(retained business)94,562-94,562-Continuing business eBitDa646,505515,333131,17225.5Divested business(1)20,611 20,155 456-Significant items-APA144,036(9,663)

104、153,699-Significant items-HDF(42,351)-(42,351)-total eBitDa768,801525,825242,97646.2(1)2013:MAPS consolidation on 9 October 2012 to sale of the business on 1 May 2013.2012:Allgas sold to GDI in December 2011.EBITDA in APAs continuing business,prior to the acquisition of HDF assets,and excluding the

105、divested business,increased by 7.1%to$551.9 million.energy inFrastruCtureThe Energy Infrastructure segment includes gas transmission and storage assets and the Emu Downs Wind Farm.Revenue from these assets is derived from either regulatory arrangements or capacity-based contracts.Regulatory arrangem

106、ents on major assets are reviewed every five years.Contracts have a weighted average length in excess of 10 years.The Energy Infrastructure segment(continuing business)contributed 83.6%of total normalised revenue(excluding pass through revenue)and 85.1%of total normalised EBITDA.Revenue(excluding pa

107、ss-through revenue)was$741.5 an increase of 21.6%on the$610.0 million reported last year.EBITDA increased by 24.5%to$549.9 million(2012:$441.7 million).The following key factors contributed to this result:nine months contribution from the increased Roma Brisbane Pipeline capacity;increase in volumes

108、 through the Victorian Transmission System in the first six months due to cooler weather,offset by the reduced regulatory tariffs of the new access arrangement applied to the second half of the year;increased operating margin on the Amadeus Pipeline;and nine months contribution from the South West Q

109、ueensland Pipeline and the Pilbara Pipeline System.New South Wales revenue and EBITDA in 2013 was lower than last year predominantly due to the expiry of a gas transportation agreement early in the financial year,which partly offset the impact of tariff increases.This capacity was recontracted mid-y

110、ear.APA continues to focus on the operation,development and enhancement of its gas transmission and distribution assets across mainland Australia.east coast gas gridWith the addition of the South West Queensland Pipeline as part of the acquisition of HDF,APA now has a 7,000 km integrated pipeline gr

111、id on the east coast of Australia,with the ability to transport gas seamlessly from multiple gas production facilities to gas users across four states.Customers using the grid now have flexibility in relation to receipt and delivery points,with the potential to move between 30 receipt points and abo

112、ut 100 delivery points on the east coast.APA is developing the commercial and operational framework to deliver these and other related services to APAs customer base,such as storage,gas-parking facilities and multi-directional flows.In May 2013,APA executed a gas transmission agreement across three

113、pipelines to transport gas seamlessly from Moomba directly to Brisbane under a single contract.APA is currently trialling a number of similar trans-pipeline services with its customers.APA is also in discussion with customers to move gas from Victoria into New South Wales and further north.In August

114、 2013,APA completed the software interface between the South West Queensland Pipeline and the Roma Brisbane Pipeline,enabling the two pipelines to work as one system and facilitating both optimised operations control as well as a single customer interface.Queensland Roma Brisbane PipelineAPA commiss

115、ioned the expansion of the pipeline in September 2012,increasing capacity by approximately 10%.The project included additional compression,pipeline pressure upgrades and augmentation of the pipeline in the Brisbane metropolitan area.The additional capacity has been substantially contracted under lon

116、g-term transportation agreements with an energy retailer and a major industrial gas user.South West Queensland PipelineAPAs acquisition of HDF included the South West Queensland Pipeline.The 937 km pipeline connects Wallumbilla(Roma)in Queensland with Moomba in South Australia.The pipeline has long-

117、term gas transportation agreements for both western haul and eastern haul services.APA has completed the integration of the pipelines commercial and field operations into APAs east coast transmission pipeline business.South West Queensland Pipeline revenue and EBITDA contributions for the current pe

118、riod is from the date of consolidation of HDF(see page 11).Wallumbilla compression facilitiesIn December 2012 APA announced it will proceed with the development of expanded compression capacity and associated services at Wallumbilla in Queensland.The capital investment of up to$200 million over the

119、next two years is underpinned by a long-term agreement.The capital works will increase compression capacity at Wallumbilla and provide the option for further compression services in the future.Design and procurement activities have commenced,with the compression and associated services to be availab

120、le at the start of 2015.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueD9 Moomba compression facilitiesAPA has continued the$125 million compression capacity expansion project on the Moomba end of the South West Queensland Pipeline.The project,which commenced during HD

121、F ownership of the asset,will support the west to east gas transportation agreements on the South West Queensland Pipeline,and is due to commence in the second half of the 2014 calendar year.new south Wales Moomba Sydney PipelineAPA is at the final stage of completing its five-year capacity expansio

122、n program of the Moomba Sydney Pipeline for a total cost of$96 million.APA is actively marketing capacity in the medium term to replace contracts expiring in 2016.Options include delivery of supplies from new fields,storage services and the potential for the delivery of southern sourced gas to north

123、ern markets.Victoria Victorian Transmission SystemTotal gas volume transported through the Victorian Transmission System was 240.5 PJ,up 4.7%on last year(229.7 PJ)due to colder weather and increased gas exports into New South Wales.Peak day volume of 1,212 TJ was up 5.3%on last year(1,151 TJ).APA co

124、ntinued work on capital projects which provide both additional capacity and security of supply for the Victorian Transmission System.APA completed an upgrade of the Longford Meter Station through which the majority of Victorias gas is delivered.APA also commissioned a new compressor at Euroa,part of

125、 the northern augmentation project and the Sunbury lateral expansion with funding approved within the systems current(2008-2013)regulatory arrangements.In March 2013,the Australian Energy Regulator(“AER”)issued its final decision which did not accept APAs revised access arrangement proposal.The AER

126、published its own access arrangement for the Victorian Transmission System.See Regulatory matters on page 11 for further details.south australia Moomba Adelaide Pipeline System APAs acquisition of HDF included MAPS.On 1 May 2013,in accordance with its undertaking to the ACCC as part of the acquisiti

127、on of HDF,APA sold MAPS to QIC Global Infrastructure for$400.6 million.Western australia Goldfields Gas PipelineIn December 2011 and January 2012,APA announced two new capacity expansions on the pipeline totalling 44 TJ/day,an increase of 28%of the pipelines capacity.These expansions are underpinned

128、 by a new 20-year gas transportation agreement with Rio Tinto and a new 15-year gas transportation agreement with the Mount Newman Joint Venture (85%BHP Billiton).During the year,the$150 million compression expansion projects on the Goldfields Pipeline progressed.Commissioning of APAs works is expec

129、ted in the second and third quarters of the 2014 financial year.APA is managing the construction project on behalf of the Goldfields Gas Transmission Joint Venture through which APA owns 88.2%of the Goldfields Gas Pipeline.Mondarra Gas Storage FacilityAPA completed the expansion of its Mondarra Gas

130、Storage Facility,with commercial operations commencing 23 July 2013.Work commenced following execution of a long-term foundation contract for storage capacity with Verve Energy in May 2011.The Facilitys storage capacity has been increased by five times and provides APAs customers with supply options

131、 and flexibility to better manage their gas supply and demand portfolios.Forecast contracted revenue for 2014 financial year is approximately$30 million,increasing as more capacity is sold.Most of the Facilitys capacity is contracted for at least 20 years,and APA continues to actively market storage

132、 services for the remaining capacity to other potential users of the Facility.The overall cost of the expansion was higher than initial estimates,reflecting increased labour costs in Western Australia experienced by industry,largely due to the mining boom,during the peak construction period,together

133、 with changes in the design of the surface facility to deliver increased injection rate capacity and increased overall reliability.Pilbara Pipeline System APAs acquisition of HDF included the Pilbara Pipeline System,four connected pipelines in the Pilbara region.APA completed integration of the syst

134、ems commercial and field operations into APAs Western Australian transmission pipeline business.The Pilbara Pipeline System revenue and EBITDA contributions for the current period is from the date of consolidation of HDF(see page 11).northern territory Potential Katherine to Gove gas pipeline and ex

135、pansion of the Amadeus Gas PipelineAPA has commenced discussions with the Northern Territory government and Pacific Aluminium(PacAl),owner of the alumina refinery at Gove,on the Gulf of Carpentaria,in relation to infrastructure required to supply gas to Gove.The new supply of gas will require capita

136、l works on APAs Amadeus Gas Pipeline and Energy Infrastructure Investments Bonaparte Gas Pipeline.APA is also interested in developing and owning the Katherine to Gove pipeline,if the project proceeds.Armour Energy Heads of AgreementIn June 2013,APA and Armour Energy have entered into a non-binding

137、Heads of Agreement to work together to facilitate the potential transportation of gas from Armours North Australian gas projects to eastern Australia and Northern Territory gas markets.Infrastructure development will possibly include new pipelines connecting to APAs Carpentaria Gas Pipeline and the

138、expansion of existing APA assets.asset ManageMentAPA provides asset management and operational services to the majority of its energy investments and a number of third parties.Its main customers are Envestra,Ethane Pipeline Income Fund,SEA Gas Pipeline,the Diamantina Power Station joint venture,Ener

139、gy Infrastructure Investments,GDI and EII2.Asset management and operational services are provided to these customers under long-term contracts.Revenue(excluding pass-through revenue)from such services increased by 18.8%to$82.3 million(2012:$69.3 million)while EBITDA increased by 42.4%to$45.5 million

140、,(2012:$31.9 million).The increase is due to a number of factors,including:customer contributions totalling$10.2 million(2012:$1.8 million);full year contribution of GDI asset management fees(six months in 2012);and increased fees for operating Envestras assets due to increases in Envestras revenues

141、.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueDAPA grouP/AnnuAl rePort 201310energy inVestMentsAPA has an interest in a number of energy investments across Australia,including Envestra,SEA Gas Pipeline,Energy Infrastructure Investments,Ethane Pipeline Income Fund,EII

142、2 and GDI.HDF distributions contributed to Energy Investments until 9 October 2012,when APAs interest exceeded 50%.Since that date,HDFs assets form part of the Energy Infrastructure segment.APA holds a number of roles in respect of the majority of these investments,in addition to its ownership inter

143、est.All investments are equity accounted,with the exception of APAs interests in Ethane Pipeline Income Fund and HDF(up to 9 October 2012).EBITDA in this segment increased by 22.6%to$51.2 million,up from$41.8 million last year,mainly due to an increase in Envestras profitability,as well as increases

144、 across all APAs investments,and partially offset by the reduced distributions received from HDF(one quarters distributions in 2013 compared with four quarters in the 2012 financial year).APA participated in Envestras dividend reinvestment plan in October 2012 and April 2013,with the total value of

145、dividends reinvested of$31.6 million.APA also participated in Envestras equity placement in April 2013,purchasing 34.2 million Envestra shares for$33.9 million.At 30 June 2013 APAs interest in Envestra was 33.0%.prOJeCt unDer DeVelOpMent DiaMantina anD leiCHHarDt pOWer statiOnsAPA and AGL Energy are

146、 jointly developing the Diamantina and Leichardt power stations at Mount Isa,Queensland through a 50:50 owned joint venture.The Diamantina Power Station is a 242 MW combined cycle gas-fired power station;the adjacent Leichhardt Power Station is 60 MW open-cycle gas-fired power station which will pro

147、vide back-up generation for Mount Isa.The power stations will be supplied with gas via APAs Carpentaria Gas Pipeline.The power stations are underpinned by 17-year energy supply agreements with Mount Isa Mines Limited,a wholly owned subsidiary of Xstrata,and Ergon Energy,Queenslands state-owned regio

148、nal electricity supplier.Under the arrangements,AGL has contracted transportation capacity in the Carpentaria Gas Pipeline for an initial ten-year period.On 20 December 2012,APA and AGL Energy completed limited-recourse project financing for the project.The total capital expenditure,including the ba

149、ck-up generation,is expected to be approximately$570 million(before financing costs).APAs equity contribution is expected to be about$100 million and will be funded from available cash and committed facilities,after completion of construction.The Diamantina and Leichhardt power stations are being co

150、nstructed under a turn-key contract with Forge Group Power Pty Limited and Leighton Contractors Pty Limited respectively,and are expected to be operational in the first half of calendar 2014.aCQuisitiOn OF Hastings DiVersiFieD utilities FunD anD sale OF MOOMBa aDelaiDe pipeline systeMIn December 201

151、2 APA completed the takeover of HDF.HDF was an ASX listedinvestment vehicle whose assets included Epic Energys three natural gas transmission pipeline systems the South West Queensland Pipeline,MAPS and the Pilbara Pipeline System and was managed by Hastings Funds Management Limited.On 14 December 2

152、011,APA announced an off-market takeover offer for HDF through APT Pipelines Limited for all the HDF securities which APA did not then own.At that time APA owned 20.7%of HDF securities.On 9 October 2012,APA declared its offer unconditional,at the time that APAs interest in HDF exceeded 50%.On 16 Nov

153、ember 2012,APA announced that its interest in HDF exceeded 90%and it would proceed to compulsorily acquire the remaining HDF securities.Compulsory acquisition of the remaining securities in HDF was completed on 24 December 2012.The takeover consideration,consisting of$0.775 cash and 0.39 APA securit

154、ies for each HDF security which APA did not own,totalled$1,234 million(the value of the scrip component is based on the market price of APA at the time new securities were issued).APA arranged for the repayment of all HDF debt facilities totalling$1,325 million by 24 December 2012.On 19 July 2012,th

155、e Australian Competition and Consumer Commission announced that it would not oppose the proposed acquisition by APA of HDF on the basis of an undertaking from APA to divest MAPS following APA obtaining effective control of HDF.Australian Pipeline Limited,the responsible entity of APA,became the resp

156、onsible entity of HDF on 17 December 2012.On 1 May 2013,APA completed the divestment of MAPS to QIC Global Infrastructure for$400.6 million.Merger prOpOsal FOr enVestra On 16 July 2013,APA proposed an all-share merger with Envestra.Under the proposal,Envestra shareholders would receive 0.1678 new AP

157、A securities for each Envestra share they owned,and would be entitled to any final Envestra dividend for the 2013 financial year of up to 3.0 cents per share.As at 30 June 2013 APA held 33.0%of Envestra shares and is its largest shareholder.The APA proposal was subject to a number of pre-conditions,

158、including satisfactory completion of limited due diligence,finalising financing arrangements that address Envestras resultant and ongoing debt requirements and the unanimous recommendation of Envestras Board of Directors.On 5 August 2013,Envestra announced that its independent Board committee had de

159、cided to reject APAs proposal.tOtal seCurityHOlDer returnsDuring the year APAs market capitalisation increased by 55.7%to$5.01 billion at 30 June 2013.Distributions declared during the year amounted to$0.355 per APA security.APAs total securityholder returns for the year,which accounts for the capit

160、al appreciation of APAs security price and assumes the reinvestment of distributions at the declared time,was 30.5%,placing APA in the top 39th percentile of one-year total shareholder returns for the year and top 10th percentile of three-year total shareholder returns for ASX 100 listed companies.r

161、egulatOry Matters Key regulatory matters addressed during the current period included:roma Brisbane pipeline access arrangementOn 12 October 2011,APA submitted a revised access arrangement proposal for the Roma Brisbane Pipeline for the period September 2012 to June 2017 to the AER.The AER issued it

162、s final decision on 10 August 2012 in which it determined to approve and publish its own access arrangement for the pipeline.The AERs decision provides for an initial 8.75%increase in the reference tariff followed by annual increases thereafter.This decision has minimal impact on APAs revenue.The ma

163、jority of APAs Roma Brisbane Pipeline revenue is derived from haulage contracts which have set terms,including pricing for the life of the contract,and therefore is not impacted by the AERs decision.Victorian transmission system access arrangementIn April 2012,APA submitted a revised access arrangem

164、ent proposal for the Victorian Transmission System for the period 2013 to 2017.The AER issued its final decision in March 2013 which did not accept APAs proposal.The AER published its own access arrangement for the Victorian Transmission System.AustrAliAn PiPeline trust And its controlled entitiesDi

165、rectors report continueD11The AERs final decision includes a 21.5%nominal reduction in revenue in the first year of the new access arrangement period compared to revenue for the final year of the previous access arrangement,followed by a further two nominal reductions of 14%and 3%respectively in the

166、 second and third year of the new access arrangement period.These reductions resulted from a number of matters,including a lower capital base reflecting lower actual capital expenditure in the previous access arrangement period and a significantly lower allowed rate of return.APA has lodged an appli

167、cation to the Australian Competition Tribunal to appeal four matters in the AERs final decision,including the indexation of regulated asset base and the AERs allowed rate of return.A decision on these matters is expected later in 2013.proposed changes to the national gas rulesIn October 2011,the AER

168、 proposed amendments to the National Gas Rules that would change the process and methodology to determine the allowed rate of return.APA,together with other industry participants,opposed the proposed amendments and proposed an alternate approach incorporating a wide range of relevant market informat

169、ion.The Australian Energy Market Commission,the rule making authority,undertook an extensive review of the proposed amendments prior to making a final determination in November 2012.The Australian Energy Market Commission rejected the AERs proposal and made its own preferred rule amendments,which la

170、rgely adopted APAs recommendations.In summary,the new Rules require the AER,and the Economic Regulation Authority(“ERA”)in Western Australia,to assess the rate of return by having regard to the cost of capital in the marketplace,rather than mere application of the Capital Asset Pricing Model.The AER

171、 and ERA must publish a cost of capital guideline every three years outlining how they propose to assess the rate of return.This guideline is not binding and service providers in their access arrangements proposals to the AER and ERA can argue for departure from the guideline.The AER and ERA have co

172、mmenced the consultative process as an initial step in developing the first guideline,which is required to be published by 29 November 2013.sCer review of limited Merits reviewIn December 2012,the Standing Council on Energy and Resources(“SCER”)advanced its scheduled review of the Limited Merits Rev

173、iew framework applicable to regulated gas and electricity assets.It appointed a panel of experts to review the matter and conduct an extensive consultation process,and in June 2013,released its policy conclusion,retaining the existing grounds for merits review and the Australian Competition Tribunal

174、 as the review body,and adding a new requirement for the applicant to demonstrate,and the Tribunal to agree,that there is a prima facie case that a materially preferable decision could result from the review.As at June 2013,the amending legislation to give effect to this policy amendment was in the

175、consultation stage.HealtH,saFety anD enVirOnMent Health and safety reportingThe Lost Time Injury Frequency Rate(“LTIFR”)3 for APA employees was 2.1 for the year,down from 2.2 last year.There were five reportable lost time injuries during the year.For contractors there were four reportable lost time

176、injuries,down from seven reported in 2012.APA continues to aim to be a zero harm workplace for its employees,contractors and the broader communities in which it operates.In the reporting year,APAs Safety Management System(Safeguard)was implemented ahead of plan.This system sets the minimum standards

177、 required to effectively manage safety and the environment in APA,and has been complemented by the development of a three-year Safety Improvement Strategy.Key components of the strategy focus on improving APAs understanding of the hazards and risks in its business,identifying the controls needed to

178、eliminate or mitigate these risks and validating this with a robust assurance framework.There are 17 specific focus areas to build on this risk,control,assure foundation.For example,the strategy focuses on the leadership behaviours needed to drive towards a zero safety culture and this is being supp

179、orted by a survey of employees on safety leadership.This survey interviewed,either one-on-one or in focus groups,more than 500 employees.The results will provide further focus for APAs health and safety efforts and guide its leadership development plans.From July 2013,APA has also adopted a new suit

180、e of safety performance measures.These are a combination of current lag frequency measures,which capture the number of injuries,and a range of new lead indicators,which measure performance against the pro-active things we say we will do to improve safety.One example of this would be the number of sa

181、fety audits completed compared to plan.These measures provide additional good data against which to measure APAs health and safety performance and to focus attention on areas for further improvement.APA encourages healthy living and for the fifth year sponsored employees are participating in the Glo

182、bal Corporate challenge.46 teams(322 APA people)have commenced a 16 week walking challenge with the aim of increasing the number of steps they take and improving overall physical fitness.Health initiatives also include an annual flu vaccination programme and a confidential employee assistance progra

183、mme which provides services to employees and their immediate family.environmental regulationsAll pipeline,distribution and gas processing assets owned and/or operated by APA are designed,constructed,tested,operated and maintained in accordance with pipeline and distribution licences issued by the re

184、levant state and territory technical regulators.All licences require compliance with relevant federal,state and territory environmental legislation and Australian standards.The pipeline licences also require compliance with the Australian Standard AS 2885“Pipelines Gas and Liquid Petroleum”,which ha

185、s specific requirements for the management of environmental matters associated with all aspects of the high pressure pipeline industry.Environmental management plans satisfying Part A of the Australian Pipeline Industry Association Code of Environmental Practice are prepared and independently audite

186、d for construction activities.In accordance with Part 3 of AS 2885,environmental management plans satisfying Part B of the Code are in place for all operating pipelines and are managed in accordance with APAs contracts and the terms and conditions of the licences that APA has been issued.The Safety

187、and Operating Plan for APAs distribution network has been audited in accordance with New South Wales technical regulatory requirements.The Board reviews external audit reports and,on a monthly basis,the internal reports prepared relating to environmental issues.No breaches have been reported during

188、the year and APA has managed its assets in accordance with the environmental management plans that are in place.environmental reportingIn October 2012,APA complied with Australias National Greenhouse and Energy Reporting obligations for the 2012 financial year.Energy reporting for financial year 201

189、3 will be submitted in October 2013.3 Lost Time Injury Frequency Rate is calculated as the work hours lost as a result of injury at work,multiplied by one million,divided by the total hours worked.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueDAPA grouP/AnnuAl rePort

190、201312APAs performance on two key measures for the 2012 financial year is set out in the following table:FinanCial year20122011CHangeScope 1 CO2 emissions(tonnes)327,239297,09930,14010.1%Energy consumption(GJ)3,675,3983,361,679313,7199.3%introduction of carbon legislationA major element of the Clean

191、 Energy Act 2011,passed by the Senate on 8 November 2011,is the introduction of legislation to reduce carbon emissions.The legislation put a price on carbon emissions from 1 July 2012.It is intended that this carbon price mechanism will act as an incentive for major emitters to switch to less carbon

192、 intensive ways of doing business,such as switching from coal-fired generation to gas-fired and renewable generation.APAs main sources of emissions are from the combustion of natural gas in compressor stations and from fugitive emissions associated with natural gas pipelines.APA compiles National Gr

193、eenhouse and Energy Reporting Scheme compliance reporting for assets under its operational control which include the following assets impacted by the new carbon legislation:Roma Brisbane Pipeline,Moomba Sydney Pipeline,South-West Queensland Pipeline,Goldfields Gas Pipeline(88.2%ownership),the Victor

194、ian Transmission System and Allgas(20%equity ownership).APAs carbon costs exposure is immaterial.APA expects to recover all carbon related costs from its regulated assets under the access arrangement review process.For unregulated assets,APA has implemented changes to its contracts with carbon pass-

195、through clauses included in all new contracts.APA has also implemented changes to systems and processes across the business to meet the requirements of the new legislation.risK OVerVieWAPA identifies risks to the business and puts in place mitigation actions to remove or minimise the negative impact

196、 of these risks.Risks are reviewed regularly by APAs Executive Risk Management Committee and the Board Audit and Risk Management Committee,together with the relevant business units and internal experts.Further information on this process is provided in APAs Corporate Governance Statement(refer to Pr

197、inciple 7).Risk assessment considers a combination of the probability of the risk occurring and the severity of its impact if it occurs.Listed below are the key risks identified that could materially affect APA.However,the materiality of risks may change and previously unidentified risks may emerge.

198、These risks should be considered in connection with any forward looking statement by APA in this document or elsewhere.Key risksEconomic regulationAPA has a number of price regulated assets and investments in its portfolio.Regulatory pricing periods generally run for five years and reflect the regul

199、ators determination,amongst other matters,of APAs projected operating and capital costs,and weighted average cost of capital.The price regulation outcomes determined by the AER or ERA(for Western Australia)under an access arrangement process for a full regulation asset may adversely affect APAs reve

200、nue in respect of that asset.Bypass and competitive riskBypass and competitive risk occurs when a new transmission pipeline offers gas transportation services to the same end market serviced by existing pipelines.If a bypass risk eventuates,APAs future earnings could be reduced if customers purchase

201、 gas transportation services from new pipelines rather than from APAs existing pipelines.Gas demand riskReduced demand for gas,increased use of gas swap contracts by customers,and increased use of non-APA gas storage facilities may reduce the future demand for pipeline capacity and transportation se

202、rvices and adversely impact APAs future revenue,profits and financial position.Gas supply riskA long-term shortage of competitively priced gas,either as a result of gas reserve depletion,allocation of gas to other markets,or the unwillingness or inability of gas production companies to produce gas,m

203、ay materially adversely affect APAs revenue and the carrying value of APAs assets.Counterparty riskThe failure of a counterparty to meet its contractual commitments to APA,whether in whole or in part,would reduce future anticipated revenue unless and until APA is able to secure an alternative custom

204、er.Counterparty risk also arises when contracts are entered into for derivatives with financial institutions.Exposures are regularly monitored in accordance with APAs treasury risk management policy.Interest rates and refinancing risksAPA is exposed to movements in interest rates where floating inte

205、rest rate funds are not effectively hedged.There is a risk that adverse interest rate movements may affect APAs earnings,both directly(through increased interest payments)and indirectly(through the impact on asset carrying values).APA has borrowings extending through to 2022.Access to continuing fin

206、ancing sources to extend and/or refinance debt facilities will be important.An inability to secure new debt facilities at a similar quantum and cost to existing debt facilities may materially and adversely affect APAs operations and/or financial position and performance.Investment riskAPA may acquir

207、e infrastructure and related assets or undertake additional or incremental investment in its existing assets.There is a risk that assumptions and forecasts used in making investment decisions may ultimately not be realised,and this may adversely affect APAs financial position and performance.Contrac

208、t renewal riskA large part of APAs revenues are the subject of long-term negotiated revenue contracts with end customers.Due to a range of factors including customer demand risk,gas supply risk,counterparty risk,shorter term contracts,bypass and competitive risk,APA may not be successful in recontra

209、cting the available pipeline capacity when it comes due for contract renewal,and consequently may adversely impact APAs future revenue,profits and financial position.Operational riskAPA is exposed to a number of operational risks such as equipment failures or breakdowns,rupture of pipelines,informat

210、ion technology systems failures or breakdowns,employee or equipment shortages,contractor default,unplanned interruptions,damage by third parties and unforeseen accidents.Operational disruption,or the cost of repairing or replacing damaged assets,could adversely impact APAs earnings.Insurance policie

211、s may only provide protection for some,but not all,of the costs that may arise from unforeseen events.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueD13Construction and development riskAPA develops new assets and undertakes expansion to its existing assets.This involve

212、s a number of typical construction risks including the failure to obtain necessary approvals,employee or equipment shortages,higher than budgeted construction costs and project delays,which may impact the commerciality and economics of the development or otherwise impact on APAs other assets.If thes

213、e risks materialise,this may adversely affect APAs operations and/or financial position and performance.Disputes and litigation risksIn the course of its operations,APA may be involved in disputes and litigation.There is a risk that material or costly disputes or litigation could affect APAs financi

214、al position and performance.guiDanCe FOr 2014 FinanCial yearBased on available information,APA Group expects EBITDA for the full year to 30 June 2014 to be in a range of$715 million to$730 million,which represents an increase of approximately 11%to 13%over the 2013 financial year EBITDA adjusted to

215、remove the contribution of MAPS during the 2013 financial year.Net interest cost is expected to be in a range of$330 million to$340 million.Distribution per security for the 2014 year is expected to be at least equal to those paid in respect of the 2013 financial year,that is,at least 35.5 cents per

216、 security.sUBseQUeNt eVeNtsExcept as disclosed elsewhere in this report,the Directors are unaware of any matter or circumstance that has occurred since the end of the year that has significantly affected or may significantly affect the operations of APA,the results of those operations or the state o

217、f affairs of APA in future years.iNForMAtioN oN Directors AND coMpANY secretArYInformation relating to the qualifications and experience of the Directors and Company Secretary is set out below:leonard Bleasel aMFaiCD FaiMIndependent ChairmanAppointed 28 August 2007Appointed Chairman 30 October 2007L

218、eonard(Len)Bleasel had a long career in the energy industry before retiring from management in 2001.He started his career in AGL in 1958 and worked in a variety of roles,culminating in the position of Managing Director and CEO from 1990 to 2001.Len is a Director of OConnell Street Associates Pty Lim

219、ited and Chairman of the Taronga Conservation Society Australia and the Advisory Council for CIMB Securities International(Australia)Pty Limited.Lens past appointments have included lead non-executive Director of QBE Insurance Group Limited,Chairman of Foodland Associated Limited,ABN AMRO Australia

220、Holdings Pty Limited,Solaris Power,the Australian Gas Association,Natural Gas Corporation Holdings Ltd(New Zealand),Elgas Ltd,Auscom Holdings Pty Ltd,Industrial Pipe Systems Pty Ltd and East Australian Pipeline Ltd,a Director of St George Bank Limited and Gas Valpo(Chile),and Vice President of the R

221、oyal Blind Society.Len was awarded an AM in the General Division of the Order of Australia for services to the Australian gas and energy industries and the community.Michael McCormackBsurv gradDipengMBa FaiCD Chief Executive Officer and Managing DirectorAppointed Managing Director 1 July 2006Michael

222、(Mick)McCormack has been Chief Executive Officer of APA since 1 July 2005 and Managing Director since 1 July 2006.Mick has over 25 years experience in the gas infrastructure sector in Australia,and his career has encompassed all aspects of the sector,including commercial development,design,construct

223、ion,operation and management of most of Australias natural gas pipelines and gas distribution systems.Mick is a Director of Envestra Limited and formerly a Director of the Australian Pipeline Industry Association.steven CraneBComm FaiCD sF FinIndependent DirectorAppointed 1 January 2011Steven Crane

224、has over 30 years experience in the financial services industry.Stevens background is in investment banking,having previously been Chief Executive Officer of ABN AMRO Australia and BZW Australia.He has considerable experience as a non-executive Director of listed entities.He is currently Chairman of

225、 nib holdings limited,a Director of Bank of Queensland Limited,Transfield Services Limited and Taronga Conservation Society Australia and a member of the Advisory Council for CIMB Securities International(Australia)Pty Limited,and was formerly Chairman of Adelaide Managed Funds Limited and Investa P

226、roperty Group Limited,a Director of Adelaide Bank Limited,Foodland Associated Limited and APA Ethane Limited,the responsible entity of Ethane Pipeline Income Fund,and a member of the Advisory Council for RBS Group(Australia)Pty Limited.Steven is a member of the Audit and Risk Management Committee an

227、d the Remuneration Committee.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueDAPA grouP/AnnuAl rePort 201314John FletcherBsc MBa FaiCDIndependent DirectorAppointed 27 February 2008John Fletcher has over 35 years experience in the energy industry,having held a number of

228、executive positions in AGL prior to his retirement in 2003,including Chief Financial Officer.John has previously been a Director of Integral Energy,Natural Gas Corporation Holdings Ltd(New Zealand),Foodland Associated Limited and Alinta Energy Group.He brings a wide commercial and financial practica

229、l knowledge to the Board.John was previously an AGL appointed Director of Australian Pipeline Limited from 2000 to 2005.He is a Director of Sydney Water Corporation.John is the Chairman of the Remuneration Committee and a member of the Audit and Risk Management Committee.russell Higgins aOBec FaiCDI

230、ndependent DirectorAppointed 7 December 2004Russell Higgins has extensive experience both locally and internationally in the energy sector and in economic and fiscal policy.He was Secretary and Chief Executive Officer of the Department of Industry,Science and Resources from 1997 to 2002 and Chairman

231、 of the Australian Governments Energy Task Force from 2003 to 2004.Russell is a Director of Telstra Corporation Limited,Argo Investments Limited,Leighton Holdings Limited,the St James Ethics Foundation and Chairman of the CSIRO Energy Transformed Flagship Advisory Committee.He is a former Chairman o

232、f the Snowy Mountains Council and the Australian Governments Management Improvement Advisory Committee and a former Director of Australian Biodiesel Group Limited,EFIC,CSIRO,Austrade,the Australian Industry and Development Corporation,Ricegrowers Limited(trading as SunRice),as well as a former membe

233、r of the Australian Governments Joint Economic Forecasting Group.In 2006-07,he was a member of the Prime Ministerial Task Group on Emissions Trading.Russell is Chairman of the Health Safety and Environment Committee and a member of the Audit and Risk Management Committee.patricia McKenziellB FaiCDIn

234、dependent DirectorAppointed 1 January 2011Patricia McKenzie has considerable expertise and experience in energy market regulation and,as a qualified solicitor,extensive corporate legal experience.She is currently a Director of Macquarie Generation and was formerly a Director of Australian Energy Mar

235、ket Operator Limited(AEMO),the national energy market operator for electricity and gas,and the Chief Executive Officer of Gas Market Company Limited,the market administrator for retail competition in the gas industry in New South Wales and the Australian Capital Territory.Patricia is also a Director

236、 of Healthdirect(National Health Call Centre Network Limited).Patricia is a member of the Health Safety and Environment Committee and the Remuneration Committee.robert WrightBComm FCpaIndependent DirectorAppointed 11 February 2000Robert Wright has over 30 years financial management experience,having

237、 held a number of Chief Financial Officer positions,including Finance Director of David Jones Limited.He is currently the Chairman of SAI Global Limited,Super Retail Group Limited and APA Ethane Limited,the responsible entity of Ethane Pipeline Income Fund,and was previously Chairman of Dexion Limit

238、ed and RCL Group Limited.Robert is the Chairman of the Audit and Risk Management Committee and a member of the Health Safety and Environment Committee.Mark KnapmanBComm llB FCsa FCisCompany SecretaryAppointed 16 July 2008In addition to being responsible for the secretariat function,Mark oversees cor

239、porate governance and the legal,internal audit and financial services compliance functions.Mark has extensive experience as a Company Secretary.He was Company Secretary and General Counsel of an ASX-listed company and Asia Pacific Legal Counsel and Company Secretary for a US multinational company pr

240、ior to joining APA.Prior to those roles he was a partner of an Australian law firm.Mark is a Fellow of Chartered Secretaries Australia and the Institute of Company Secretaries and Administrators,and is admitted to practice as a solicitor.AustrAliAn PiPeline trust And its controlled entitiesDirectors

241、 report continueD15DirectorsHips oF otHer ListeD coMpANiesDirectorships of other listed companies held by Directors at any time in the three years immediately before the end of the year are as follows:naMeCOMpanyperiOD OF DireCtOrsHipLeonard Bleasel AMQBE Insurance Group LimitedJanuary 2001 to Septe

242、mber 2013Michael McCormack Envestra LimitedSince July 2007Steven CraneTransfield Services LimitedBank of Queensland Limitednib holdings limitedAPA Ethane Limited(1)Since February 2008Since December 2008Since September 2010July 2008 to June 2011John Fletcher-Russell Higgins AOTelstra Corporation Limi

243、tedArgo Investments LimitedLeighton Holdings LimitedRicegrowers LimitedSince September 2009Since September 2011Since June 2013December 2005 to August 2012Patricia McKenzie-Robert WrightSAI Global Limited Super Retail Group Limited APA Ethane Limited(1)Dexion LimitedRCL Group LimitedSince October 200

244、3Since May 2004Since July 2008March 2005 to August 2010May 2006 to February 2012(1)APA Ethane Limited is the responsible entity of the registered managed investment schemes that comprise Ethane Pipeline Income Fund,the securities in which are quoted on the ASX.optioNs GrANteD In this report,the term

245、“APA securities”refers to the stapled securities each comprising a unit in Australian Pipeline Trust stapled to a unit in APT Investment Trust and traded on the Australian Securities Exchange(“ASX”)under the code“APA”.No options over unissued APA securities were granted during or since the end of th

246、e year,no unissued APA securities were under option as at the date of this report,and no APA securities were issued during or since the end of the year as a result of the exercise of an option over unissued APA securities.iNDeMNiFicAtioN oF oFFicers AND eXterNAL AUDitorDuring the year,the Responsibl

247、e Entity paid a premium in respect of a contract insuring the Directors and officers of the Responsible Entity and any APA Group entity against any liability incurred in performing those roles to the extent permitted by the Corporations Act 2001.The contract of insurance prohibits disclosure of the

248、nature of the liability and the amount of the premium.Australian Pipeline Limited,in its capacity as Responsible Entity of Australian Pipeline Trust and APT Investment Trust,indemnifies each person who is or has been a Director or Company Secretary of the Responsible Entity or any APA Group entity u

249、nder a range of deed polls and indemnity agreements which have been in place since 1 July 2000.This indemnity may extend to such other officers or former officers of APA Group entities as the Board,in its discretion,in each case determines.The indemnity operates to the full extent allowed by law but

250、 only to the extent not covered by insurance,and is on terms the Board considers usual for arrangements of this type.Under its constitution,Australian Pipeline Limited(in its personal capacity)indemnifies each person who is or has been a Director,Company Secretary or executive officer of that compan

251、y.The Responsible Entity has not otherwise,during or since the end of the year,indemnified or agreed to indemnify an officer or external auditor of the Responsible Entity or any APA Group entity against a liability incurred as such an officer or auditor.AustrAliAn PiPeline trust And its controlled e

252、ntitiesDirectors report continueDAPA grouP/AnnuAl rePort 201316Directors MeetiNGsDuring the year,20 Board meetings,three Remuneration Committee meetings,four Audit and Risk Management Committee meetings and three Health Safety and Environment Committee meetings were held.The following table sets out

253、 the number of meetings attended by each Director while they were a Director or a committee member:BOarDreMuneratiOn COMMitteeauDit anD risK ManageMent COMMitteeHealtH saFety anD enVirOnMent COMMitteeDireCtOrsaBaBaBaBLeonard Bleasel AM(1)2020-Michael McCormack2020-Steven Crane 20203344-John Fletcher

254、20203344-Russell Higgins AO2019-4433Patricia McKenzie 201933-33Robert Wright2020-4432A:Number of meetings held during the time the Director held office or was a member of the committee during the year.B:Number of meetings attended.(1)The Chairman is entitled to attend all committee meetings ex offic

255、io.Directors secUritYHoLDiNGsThe aggregate number of APA securities held directly,indirectly or beneficially by Directors or their Director related entities at the 30 June 2013 is 979,426 (2012:937,239).The following table sets out Directors relevant interests in APA securities as at 30 June 2013:Di

256、reCtOrsFully paiD seCurities as at 1 July 2012seCurities aCQuireDseCurities DispOseD Fully paiD seCurities as at 30 June 2013Leonard Bleasel AM443,09317,571-460,664Michael McCormack195,26413,326-208,590Steven Crane100,000-100,000John Fletcher63,2982,890-66,188Russell Higgins AO86,1605,880-92,040Patr

257、icia McKenzie12,500-12,500Robert Wright36,9242,520-39,444937,23942,187-979,426The Directors hold no other rights or options over APA securities.There are no contracts to which a Director is a party or under which the Director is entitled to a benefit and that confer a right to call for or deliver AP

258、A securities.AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueD17reMUNerAtioN reportThe remuneration report is attached to and forms part of this report.AUDitor auDitOrs inDepenDenCe DeClaratiOnA copy of the independence declaration of the auditor,Deloitte Touche Tohmats

259、u(“Auditor”)as required under section 307C of the Corporations Act 2001 is included at page 99.nOn-auDit serViCesNon-audit services have been provided during the year by the Auditor.A description of those services and the amounts paid or payable to the Auditor for the services are set out in Note 44

260、 to the financial statements.The Board has considered those non-audit services provided by the Auditor and,in accordance with written advice from the Audit and Risk Management Committee(“Committee”),is satisfied that the provision of those services by the Auditor is compatible with the general stand

261、ard of independence for auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Act.The Boards reasons for concluding that the non-audit services provided did not compromise the Auditors independence are:all non-audit services were subject to

262、 APAs corporate governance procedures with respect to such matters and have been reviewed by the Committee to ensure they do not impact on the impartiality and objectivity of the Auditor;the non-audit services provided did not undermine the general principles relating to auditor independence as they

263、 did not involve reviewing or auditing the Auditors own work,acting in a management or decision making capacity for APA,acting as an advocate for APA or jointly sharing risks and rewards;and the Auditor has provided a letter to the Committee with respect to the Auditors independence and the Auditors

264、 independence declaration referred to above.iNForMAtioN reQUireD For reGistereD scHeMesFees paid to the Responsible Entity and its associates(including Directors and Secretaries of the Responsible Entity,related bodies corporate and Directors and Secretaries of related bodies corporate)out of APA sc

265、heme property during the year are disclosed in Note 47 to the financial statements.Except as disclosed in this report,neither the Responsible Entity nor any of its associates holds any APA securities.The number of APA securities issued during the year,and the number of APA securities at the end of t

266、he year,are disclosed in Note 29 to the financial statements.The value of APAs assets as at the end of the year is disclosed in the balance sheet in total assets,and the basis of valuation is included in Note 3 to the financial statements.roUNDiNG oF AMoUNtsAPA is an entity of the kind referred to i

267、n ASIC Class Order 98/0100 dated 10July 1998 and,in accordance with that Class Order,amounts in the Directors report and the financial report are rounded to the nearest thousand dollars,unless otherwise indicated.Signed in accordance with a resolution of the Directors of the Responsible Entity made

268、pursuant to section 298(2)of the Corporations Act 2001.On behalf of the Directorsleonard Bleasel aM robert Wright Chairman DirectorSYDNEY,21 August 2013 AustrAliAn PiPeline trust And its controlled entitiesDirectors report continueDAPA grouP/AnnuAl rePort 201318iNtroDUctioNAt APA,we are committed to

269、 disclosing a clear and transparent summary of our remuneration arrangements.This report explains our approach to remuneration and sets out key 2013 remuneration details for the Directors of the Responsible Entity and key management personnel of APA.The people in these positions during or since the

270、end of the financial year are listed below:DireCtOrs OF tHe respOnsiBle entityleonard Bleasel aM Chairman APA GroupMichael McCormackChief Executive Officer and Managing Directorsteven CraneJohn FletcherChairman Remuneration Committeerussell Higgins aOChairman Health Safety and Environment Committeep

271、atricia McKenzieMuri Muhammad(retired 24 October 2012)robert WrightChairman Audit and Risk Management CommitteeKey ManageMent persOnnel Michael McCormackChief Executive Officer and Managing Directorpeter FredricsonChief Financial Officerross gersbachChief Executive Strategy and Developmentrobert Whe

272、alsGroup Executive TransmissionJohn FergusonGroup Executive NetworksKevin lester(1)Group Executive Infrastructure Developmentstephen Ohl(2)Group Executive Strategic ProjectsMark KnapmanCompany Secretarypeter WallaceGroup Executive Human Resources(1)Kevin Lester joined APA as Group Executive Infrastr

273、ucture Development on 6 August 2012.(2)Stephen Ohl retired with effect from 1 July 2013.HaVe tHere Been any CHanges tO tHe exeCutiVe reMuneratiOn struCture DuringFy2013?As noted last year the Board has implemented changes from 1 July 2012 to the Long Term Incentive(“LTI”)component of the Total Packa

274、ge Opportunity Incentive Plan(“TPOI Plan”).These changes have been made to more directly align the interests of plan participants and Securityholders,and secondly to allow the Board to reward superior performance.The LTI plan has adopted two new hurdles in place of the previous hurdle,Operating Cash

275、 Flow Per Security(“OCFPS”).These hurdles,which will be weighted equally,will firstly be Total Shareholder Return(“TSR”)performance against the S&P ASX 100 comparator group and secondly,performance against targets set for growth in Earnings Before Interest,Tax,Depreciation and Amortisation divided b

276、y Funds Employed(“EBITDA/FE”).Both the STI measure(OCFPS)and the two new LTI measures(EBITDA/FE and TSR)have a new maximum opportunity of 150%based on achieving exceptional or superior performance to the benefit of Securityholders.Consistent with emerging good governance,the Board has also introduce

277、d an executive remuneration claw back policy which provides,in the event of a material misstatement in the year end accounts for the preceding three years(which may affect one or all key management personnel(“KMP”)then the Board at its discretion may clawback some or all of any STI or LTI award or L

278、TI grant not yet vested.The APA clawback policy and details appear on the APA Group website.There have been no other changes to the remuneration structure during FY2013.reMUNerAtioN coMMitteeWHat is tHe rOle OF tHe reMuneratiOn COMMittee?The Remuneration Committee has been established by the Board t

279、o govern and oversee Director and executive remuneration.The role of the Remuneration Committee is to:ensure the provision of a robust remuneration and reward system that provides for the alignment of employee and securityholder interests;consider and make recommendations to the Board on remuneratio

280、n policies and packages applicable to Directors and to senior executives of APA;facilitate effective attraction,retention and development of talented employees;ensure compliance with relevant legislation and corporate governance principles on remuneration practices and employment policies;and promot

281、e diversity,on the basis of gender and other factors,in APA Groups workforce and to review the effectiveness of diversity practices and initiatives.The members of the Remuneration Committee,all of whom are non-executive Directors,are:John Fletcher(Chairman);Steven Crane;and Patricia McKenzie.Muri Mu

282、hammad retired as Director and member of the Remuneration Committee on 24 October 2012.19 AUSTRALIAN PIPELINE TRUST AND ITS CONTROLLED ENTITIESreMUNerAtioN report The Chairman of the Board attends all meetings of the Remuneration Committee and the Managing Director attends by invitation.The Remunera

283、tion Committee met three times during the year.The Remuneration Committee may seek external professional advice on any matter within its terms of reference.Our apprOaCH tO nOn-exeCutiVe DireCtOr reMuneratiOn We seek to attract and retain high calibre Directors who are equipped with diverse skills to

284、 oversee all functions of APA in an increasingly complex environment.We aim to fairly remunerate Directors for their services relative to similar sized organisations.Non-executive Director remuneration comprises:a base Board fee;an additional fee for serving on a committee of the Board;and superannu

285、ation contributions.The Board determines base Board fees and committee fees annually.It acts on advice from the Remuneration Committee which obtains external benchmark information from independent remuneration specialists.Such information includes market comparisons paid by comparable companies in t

286、he ASX 200.Non-executive Directors do not receive incentive payments of any type.One off per diems may be paid in exceptional circumstances.No payments have been made under this arrangement in this reporting period.In 2003,the Board terminated the non-executive Directors retirement benefit plan so t

287、hat the benefits to participating Directors that had accrued up to that termination date were then quantified and preserved for payment on retirement of those Directors.Robert Wright is the only current Director entitled to benefits under the plan on his retirement from the Board.Board approved fees

288、 and committee feesFollowing external benchmarking and a review of APAs performance relative to other companies,base Board fees and fees for serving on a committee of the Board were increased effective 1 January 2013.Base Board fees and committee fees are outlined below:Fees(1)CHairMan$000/paMeMBer$

289、000/paEffective 1 January 2013Board fees330120Remuneration Committee fees3115.5Audit and Risk Management Committee fees3718.5Health Safety and Environment Committee fees3115.5Effective 1 January 2012 to 31December 2012Board fees298110Remuneration Committee fees2613Audit and Risk Management Committee

290、 fees3417Health Safety and Environment Committee fees2412(1)Excludes superannuation guarantee levy.actual payments for periodActual remuneration received by non-executive Directors during the year is outlined in the table below:nOn-exeCutiVe DireCtOrs(1)FEES$SUPERANNUATION$tOtal paiD 2013$TOTAL PAID

291、 2012$Leonard Bleasel AM317,25224,998342,250313,400Steven Crane146,97013,230160,200146,878John Fletcher156,72319,012175,735160,250Russell Higgins AO160,22314,427174,650159,145Patricia McKenzie 143,00012,850155,850141,675Muri Muhammad(2)43,043-43,043130,000Robert Wright164,23814,763179,001164,300Tota

292、l1,131,44999,2801,230,7291,215,648(1)The remuneration for the Chief Executive Officer and Managing Director,Michael McCormack,is included with the actual remuneration disclosures for key management personnel for FY2013 on page 24.(2)Muri Muhammad resigned as a Director on 24 October 2012.AustrAliAn

293、PiPeline trust And its controlled entitiesremuneration report continuedAPA grouP/AnnuAl rePort 201320Our apprOaCH tO exeCutiVe reMuneratiOn What is our executive remuneration strategy?Our executive remuneration strategy is to:attract and retain key executives who will create long-term sustainable va

294、lue for Securityholders;motivate and reward executives having regard to the overall performance of APA,the performance of the executive measured against pre-determined objectives and the external compensation environment;target at least the market median using external benchmark data;appropriately a

295、lign the interests of executives with those of Securityholders;and comply with applicable legal requirements and appropriate standards of governance.We aim to pay competitive remuneration and this is communicated as Total Remuneration Opportunity(“TRO”).+Total RemunerationOpportunityTotal FixedRemun

296、eration(TFR)Performance based at risk remunerationShort-termIncentive(STI)Long-termIncentive(LTI)=Each individuals TRO is dependent on their level in the organisation and their capacity to influence outcomes.What is the remuneration mix?APAs remuneration mix for senior executives is structured as a

297、mix of fixed remuneration and at risk short and long-term incentive components.The proportion of fixed versus at risk remuneration varies at different levels within APA,reflecting the varying capacity of employees to influence APAs operational performance and returns to Securityholders.For the Manag

298、ing Director and other key management personnel,the remuneration mix is:an overview of remuneration componentsEach remuneration component has a different purpose:reMuneratiOn COMpOnentpurpOseHOW reWarD is DeliVereDTotal Fixed Remuneration(“TFR”)To reflect the market value of the role and the individ

299、uals skills and experience.The total of base salary(which includes cash,superannuation guarantee levy,vehicles and parking)and incidental benefits paid in monthly instalments.at risK COMpOnentsShort-term incentive(“STI”)To reward strong performance against the achievement of specific business object

300、ives.Cash-based incentive based on a mix of financial and non-financial key performance indicators paid annually after the audited accounts are approved.Long-term incentive(“LTI”)To link executive reward with securityholder value.Cash-settled incentive based on achievement of an annual Board-mandate

301、d set of performance hurdles paid in three equal annual instalments starting one year after the year of allocation.4 Other than the Company Secretary who has a mix of 58%,21%and 21%.40%30%30%50%25%25%at risk components at risk componentsTFR STI LTI LTIChief Executive Officer and Managing DirectorOth

302、er key management personnel4 AustrAliAn PiPeline trust And its controlled entitiesremuneration report continued21tOtal FixeD reMuneratiOn(“tFr”)The total of base salary,including cash,superannuation guarantee levy,vehicles and parking and incidental benefits.TFR is reviewed annually and is determine

303、d by reference to independent external remuneration benchmarking information,taking into account an individuals responsibilities,performance,qualifications and experience.at risK reMuneratiOn At risk remuneration is made up of two elements,STI and LTI.Before any STI payments or LTI allocations are m

304、ade the organisation must achieve at least the Board-approved performance hurdles.Each of these components is discussed in more detail below.sHOrt-terM inCentiVe(“sti”)A cash-based incentive used to reward strong performance against the achievement of financial and non-financial targets or key perfo

305、rmance indicators.What is the key performance hurdle of the sti plan?The key performance hurdle for the STI component of the at risk remuneration is OCFPS performance against set targets.This is directly linked to APAs strategic goal of increasing operating cash flows over the medium term,thereby im

306、proving total securityholder value.Using OCFPS as the key performance hurdle ensures the interests of executives and Securityholders are aligned.If the security price rises over the period of allocation,both parties benefit and likewise if it falls,both are similarly affected.At the start of the yea

307、r,the Board,having regard to the strategy and annual budget,established the OCFPS gateway that needs to be achieved before any STI is triggered.What is the purpose of the sti plan?The STI plan is designed to put a proportion of executive remuneration at risk against meeting key performance indicator

308、s(“KPIs”)linked to:various financial measures such as cost control,revenue and cash generation and capital expenditure management.This reflects APAs strategic goal of increasing OCFPS over the medium term,thereby increasing securityholder returns and aligning the interests of STI participants with t

309、hose of Securityholders;and non-financial targets through the delivery of individual KPIs linked to long-term strategic measures including health,safety and environment targets,project delivery and reinforcement of an ethical and values-based culture.How is performance measured?At the beginning of t

310、he financial year,the Board,at the recommendation of the Remuneration Committee,determines the appropriate financial and non-financial KPIs for the Chief Executive Officer.The Board also reviews the KPIs the Chief Executive Officer will use to assess the performance of his direct reports.At the end

311、of the financial year,after the audited financial results are available and provided that the performance hurdle is met,the Board determines the performance against KPIs of the Chief Executive Officer and the Chief Executive Officers direct reports and approves the STI amounts to be paid.What is the

312、 value of the sti opportunity?The STI amount payable is capped at the STI Maximum Possible amount.The Chief Executive Officers STI is capped at 150%of 30%of TRO and for his direct reports at 150%of 25%of TRO5.5 Other than for the Company Secretary whose STI is capped at 150%of 21%of TRO.How is the s

313、ti reward delivered?All STI payments are made in cash and paid in September of the new financial year following the completion of audit of the annual accounts.For FY2013,the STI outcomes are shown in the table below for all key management personnel:Key ManageMent persOnnelsti earneD($)sti earneD(%)s

314、ti FOrFeiteD($)sti FOrFeiteD(%)Michael McCormack1,132,31384.4209,25015.6Peter Fredricson477,37595.025,1255.0Ross Gersbach505,08091.546,9208.5Robert Wheals 239,66377.071,58823.0John Ferguson 267,14393.020,1087.0Kevin Lester(1)180,21684.533,05715.5Stephen Ohl(2)312,37585.055,12515.0Mark Knapman215,482

315、91.021,3119.0Peter Wallace 237,26385.540,23814.5(1)Kevin Lester joined APA as Group Executive Infrastructure Development on 6 August 2012.STI has been prorated.(2)Stephen Ohl retired with effect from 1 July 2013.AustrAliAn PiPeline trust And its controlled entitiesremuneration report continuedAPA gr

316、ouP/AnnuAl rePort 201322lOng-terM inCentiVe(“lti”)A cash-settled incentive based on the APA Group security price which links executive reward to securityholder value based on the achievement of key financial and comparator group measures.What are the key performance hurdles of the lti plan?From 1 Ju

317、ly 2012,the LTI component of at risk remuneration is subject to two equally weighted performance hurdles.The first hurdle is Total Securityholder Return(“TSR”)(being growth in security price plus distributions)performance against the S&P ASX 100 comparator group and the second hurdle is performance

318、against target Earnings Before Interest,Tax,Depreciation and Amortisation divided by Funds Employed(“EBITDA/FE”).These LTI measures of TSR and EBITDA/FE are appropriate longer term award hurdles based on the experience of APA Securityholders compared to the general shareholder market and the integri

319、ty of earnings performance against the funds employed.The TSR hurdle is linked to APAs ranking relative to the S&P ASX 100.Rewards do not commence until APA achieves a relative position of at least the median of the S&P ASX 100 group of companies(P50).On achieving P50 the executive awards increase a

320、s the APA performance increases relative to the S&P ASX 100.The EBITDA/FE hurdle has been set to reflect improvement on the previous year.Awards do not commence until this improvement has been achieved.On achieving this improvement the executive awards increase as the EBITDA/FE performance increases

321、.What is the purpose of the lti?The LTI plan is designed to put a proportion of executive remuneration at risk against meeting longer term financial targets linked to TSR and EBITDA/FE.This directly aligns the interests of plan participants and Securityholders and allows the Board to reward superior

322、 performance.What form does the lti take?Eligible participants are entitled to an LTI allocation in the form of reference units which exactly mirror the value of APA securities.The reference units allocated under the LTI plan are not actual APA securities,but notional securities with a value equival

323、ent to the LTI allocation.Each reference unit is valued at the equivalent of the 30 trading day volume weighted average market price(“VWAP”)of an APA security immediately prior to the opening of the APA security trading window,following the announcement of APAs annual financial results to the ASX.Wh

324、at is the value of the lti opportunity?LTI participants are advised of their maximum LTI opportunity,expressed as a percentage of their TRO.The actual individual LTI allocation is determined at the completion of the financial year and is based on TSR performance against the S&P ASX 100 comparator gr

325、oup and growth in EBITDA/FE performance.The maximum LTI allocation is capped at 150%of the participants maximum LTI opportunity.How are the lti allocations delivered?An LTI allocation vests in three equal instalments over the three financial years following the allocation,with the initial one-third

326、vesting at the end of the first financial year,one-third at the end of the second financial year,and one-third at the end of the third financial year.As LTI allocations are subject to the achievement of a pre-allocation performance hurdle,they are not subject to further performance tests at the vest

327、ing dates.However,participants must remain employed by APA to access the vested benefit.Upon vesting,the LTI is delivered in cash.The cash payment is equal to the number of reference units vesting on the vesting date multiplied by the 30 trading day VWAP of APA securities immediately prior to the op

328、ening of the APA security trading window,following the announcement of APAs annual financial results to the ASX.APA provides fully in its accounts for the obligations of the LTI in the year in which the LTI allocation is made.For FY2013,the actual LTI performance achieved was 83.14%for TSR against S

329、&P ASX 100 and 150%for EBITDA/FE growth.LTI allocations are shown in the table below for all key management personnel:Key ManageMent persOnnellti earneD($)lti FOrFeiteD($)Michael McCormack1,066,616274,947Peter Fredricson390,510111,990Ross Gersbach428,978123,022Robert Wheals 241,88369,367John Ferguso

330、n 223,23264,018Kevin Lester(1)183,35352,582Stephen Ohl(2)285,59781,903Mark Knapman184,02052,773Peter Wallace 215,65561,845(1)Kevin Lester joined APA as Group Executive Infrastructure Development on 6 August 2012.LTI has been prorated.(2)Stephen Ohl retired with effect from 1 July 2013.What rights ar

331、e attached to an lti reference unit?The LTI is a cash-settled plan and participants are not allocated APA securities.LTI allocations do not entitle participants to vote at Securityholders meetings or to be paid distributions.No options or other equity instruments are issued to APA employees or Direc

332、tors under the LTI plan.AustrAliAn PiPeline trust And its controlled entitiesremuneration report continued23Movements in lti and current lti reference units outstanding The following table sets out the movements in the number of reference units and the number of reference units that have been alloca

333、ted to key management personnel but have not yet vested or been paid,and the years in which they will vest:Key ManageMent persOnnelgrant DateOpening BalanCe at 1 July 2012allOCateDpaiDFOrFeiteDClOsing BalanCe at 30 June 2013reFerenCe units suBJeCt tO allOCatiOn By tHe BOarD in august 2013(1)BalanCe OF reFerenCe units(2)reFerenCe units allOCateD tHat HaVe nOt yet VesteD Or Been paiD anD tHe years i