APA Group (APA) 2007年年度報告「ASX」.pdf

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1、CONTENTSBOOK 1APA S ASSETS IFCHIGHLIGHTS 2CHAIRMAN S REPORT 4MANAGING DIRECTOR S REPORT 6QUICK FACTS 10OPERATIONAL MODEL 11OPERATIONS 12SUSTAINABILITY 24COMMUNITY 25OPERATIONS MANAGEMENT 26EXECUTIVE MANAGEMENT 28BOARD OF DIRECTORS 30ANNUAL MEETINGDATE:30 OCTOBER 2007VENUE:CITY RECITAL HALL,ANGEL PLA

2、CE,SYDNEY.TIME:11:00AMREGISTRATION COMMENCES AT 10:30AMGas transmission&distribution p12Gas processing p16Gas storage p20Gas-fi red power stations p18AUSTRALIAN PIPELINE LTD ACN 091 344 704 AUSTRALIAN PIPELINE TRUST ARSN 091 678 778 APT INVESTMENT TRUST ARSN 115 585 441BOOK 2CORPORATE GOVERNANCE STA

3、TEMENT 1AUSTRALIAN PIPELINE TRUST AND ITS CONTROLLED ENTITIES 10APT INVESTMENT TRUST AND ITS CONTROLLED ENTITIES 79ADDITIONAL STOCK EXCHANGE INFORMATION IBCAPA GroupAnnual Report 2007BOOK 1APA GroupCOMPANY DIRECTORYResponsible Entity and Registered Offi ceAustralian Pipeline LimitedABN 99 091 344 70

4、4HSBC BuildingLevel 19,580 George StreetSydney NSW 2000(PO Box R41,Royal Exchange NSW 1225)Telephone:+61 2 9693 0000Facsimile:+61 2 9693 .auDirectors of the Responsible Entity(current)Mr George H Bennett(Chairman)Mr Leonard F Bleasel AMMr Ross M GersbachMr Russell A Higgins AOMr Muri MuhammadMr Manh

5、arlal(George)RatilalMr Robert J WrightMr Michael J McCormack(Managing Director)Ms Wan Shamilah Saidi(alternate for Mr Muhammad)Mr Wan Zulkifl ee Wan Ariffi n(alternate for Mr Ratilal)Chief Financial Offi cerMr Richard F FrancisCompany SecretaryMr Austin J V JamesAuditor of APADeloitte Touche Tohmats

6、uASX Code:APAFINANCIAL CALENDARAt the time of printing,dates are as follows:30 OCTOBER 2007Annual MeetingCity Recital HallAngel Place,Sydney11.00amFEBRUARY 2008Half year results announcedMARCH 2008Interim distribution payableJUNE 2008Financial year endSEPTEMBER 2008Final distribution payableYDirecto

7、rEntity(curIntJUNEFinancial yeaSEPTEMBERFinal distribution payaAPA Group Australiasleading energy transporterElectricity Interconnectors p22CONTENTSBOOK 1APA S ASSETS IFCHIGHLIGHTS 2CHAIRMAN S REPORT 4MANAGING DIRECTOR S REPORT 6QUICK FACTS 10OPERATIONAL MODEL 11OPERATIONS 12SUSTAINABILITY 24COMMUNI

8、TY 25OPERATIONS MANAGEMENT 26EXECUTIVE MANAGEMENT 28BOARD OF DIRECTORS 30ANNUAL MEETINGDATE:30 OCTOBER 2007VENUE:CITY RECITAL HALL,ANGEL PLACE,SYDNEY.TIME:11:00AMREGISTRATION COMMENCES AT 10:30AMGas transmission&distribution p12Gas processing p16Gas storage p20Gas-fi red power stations p18AUSTRALIAN

9、 PIPELINE LTD ACN 091 344 704 AUSTRALIAN PIPELINE TRUST ARSN 091 678 778 APT INVESTMENT TRUST ARSN 115 585 441BOOK 2CORPORATE GOVERNANCE STATEMENT 1AUSTRALIAN PIPELINE TRUST AND ITS CONTROLLED ENTITIES 10APT INVESTMENT TRUST AND ITS CONTROLLED ENTITIES 79ADDITIONAL STOCK EXCHANGE INFORMATION IBCAPA

10、GroupAnnual Report 2007BOOK 1APA GroupCOMPANY DIRECTORYResponsible Entity and Registered Offi ceAustralian Pipeline LimitedABN 99 091 344 704HSBC BuildingLevel 19,580 George StreetSydney NSW 2000(PO Box R41,Royal Exchange NSW 1225)Telephone:+61 2 9693 0000Facsimile:+61 2 9693 .auDirectors of the Res

11、ponsible Entity(current)Mr George H Bennett(Chairman)Mr Leonard F Bleasel AMMr Ross M GersbachMr Russell A Higgins AOMr Muri MuhammadMr Manharlal(George)RatilalMr Robert J WrightMr Michael J McCormack(Managing Director)Ms Wan Shamilah Saidi(alternate for Mr Muhammad)Mr Wan Zulkifl ee Wan Ariffi n(al

12、ternate for Mr Ratilal)Chief Financial Offi cerMr Richard F FrancisCompany SecretaryMr Austin J V JamesAuditor of APADeloitte Touche TohmatsuASX Code:APAFINANCIAL CALENDARAt the time of printing,dates are as follows:30 OCTOBER 2007Annual MeetingCity Recital HallAngel Place,Sydney11.00amFEBRUARY 2008

13、Half year results announcedMARCH 2008Interim distribution payableJUNE 2008Financial year endSEPTEMBER 2008Final distribution payableYDirectorEntity(curIntJUNEFinancial yeaSEPTEMBERFinal distribution payaAPA Group Australiasleading energy transporterElectricity Interconnectors p22 Deliveringenergy to

14、 AustraliaAPA ANNUAL REPORT 07 1 MANAGING DIRECTORDistributionThe 2007 fi nal distribution of 7.0 cps,unfranked,is to be paid on 28 September 2007.The distribution is made up of 5.0 cps income unfranked,and 2.0 cps tax deferred.Change of addressSecurityholders who have changed their address should a

15、dvise the registry in writing.Direct payment to bank accountsDistributions may be paid direct to bank,building society or credit union accounts in Australia.Payments are electronically credited on the distribution payment date and confi rmed by post.Securityholders who wish their distributions to be

16、 paid electronically,must advise the registry in writing prior to the record date of the fi rst distribution payment that they wish to be paid by direct credit.Consolidation of securityholdingsSecurityholders who wish to consolidate their separate securityholdings into one account should advise the

17、registry in writing.Tax File NumbersAustralian tax resident securityholders,including minors,should advise their Tax File Number(“TFN”),Australian Business Number(“ABN”)or exemption details to the registry either by phone or in writing.If a TFN or ABN is not quoted and no exemption details are provi

18、ded by a securityholder,APA is required by law to deduct tax at the top marginal rate of tax plus medicare levy,from the unfranked part of distributions paid to that securityholder.Distribution Reinvestment Plan(“DRP”)As an alternative to receiving cash distributions,securityholders may elect to par

19、ticipate in the DRP.The DRP enables securityholders to use cash distributions to purchase additional fully paid APA securities.If you would like to participate in our DRP,contact Link Market Services Limited.Election of DirectorsIn August each year,securityholders will be notifi ed by announcement t

20、o ASX that they may nominate a person for election to the Australian Pipeline Limited(“APL”)Board as a non-corporate director.Once all nominations are received by the required date,APL will advise securityholders of all candidates and present its nominations to the securityholders at the APA annual

21、meeting.A majority resolution by securityholders on nominations will confi rm securityholders intentions.APL will then ensure that the successful candidates are elected to its Board.This report uses terms and abbreviations relevant to APAs activities and fi nancial accounts.A glossary of the terms a

22、nd abbreviations used in this report is provided on this page.EnquiriesSecurityholders with enquiries about their holdings should contact the Registry:ABARE Australian Bureau of Agricultural and Resource EconomicsACCC Australian Competition and Consumer CommissionAGL The Australian Gas Light Company

23、APT or Trust Australian Pipeline Trust APA Group or APAThe stapled entities,Australian Pipeline Trust and APT Investment Trust,and their controlled entitiesAPA VictoriaComprises of GasNet gas transmission operations and Envestra gas networks operationsAPL Australian Pipeline LimitedAPTIT or Trust AP

24、T Investment TrustASX Australian Stock ExchangeBBSW Bank Bill Swap Reference RateCGP Carpentaria Gas PipelineCogeneration The simultaneous production of electrical energy plus heat from a single fuel source,such as natural gasCPI Consumer Price IndexCSG coal seam gas The extraction of natural gas fr

25、om a coal seamEBIT Earnings before interest and taxEBITDA Earnings before interest,tax,depreciation and amortisationFinancial year The 12 months to 30 JuneGasNetGasNet Australia GroupGGT Goldfi elds Gas Transmission PipelineGTA Gas Transportation AgreementGTD Gas Transportation DeedIPO Initial Publi

26、c OfferingInterconnect Lateral connecting Barnawatha to CulcairnkV KilovoltsLNG Liquid natural gasMSP Moomba to Sydney PipelineMW MegawattNational Gas Code National third party access code for natural gas pipeline systemsNatural gas Naturally occurring hydrocarbons consisting mainly of methane,often

27、 associated with petroleumParmelia Gas Business Made up of the PGP,gas storage and gas processing businessesPGP Parmelia Gas PipelinePMA Pipeline Management Agreement between Alinta and APAPJ PetajoulePJ/d Petajoule per dayRBP Roma to Brisbane PipelineSCP Gas Business Refers to SCP Investments(No.1)

28、Pty Limited,the 88.2%owner of GGT,and the Parmelia Gas PipelineTJ TerajouleTJ/d Terajoule per day SecurityholderinformationToll Free:1800 992 312Outside Australia:+61 2 8280 7132Facsimile:+61 2 9287 0303E-mail:.auAddress:APA Group RegistryC/-Link Market Services LimitedLocked Bag A14Sydney South NSW

29、 1235.GlossaryWESTERN AUSTRALIASOUTH AUSTRALIAVICTORIANORTHERNTERRITORYQUEENSLANDNEW SOUTH WALESTASMANIA82324152067192524272612428179112431851216292122141310APA GROUP OWNS OVER 12,000 KM OF GAS TRANSMISSION PIPELINES AND OVER 21,400 KM OF GAS DISTRIBUTION NETWORKS THROUGHOUT THE COUNTRY Deliveringen

30、ergy1.VICTORIAN TRANSMISSION SYSTEM,NSW/VIC2.GOLDFIELDS GAS TRANSMISSION PIPELINE,WA3.PARMELIA GAS PIPELINE,WA4.MIDWEST PIPELINE,WA5.TELFER GAS PIPELINE,WA6.MOOMBA TO SYDNEY PIPELINE SYSTEM,SA/NSW7.CENTRAL WEST PIPELINE,NSW8.ROMA TO BRISBANE PIPELINE,QLD9.CARPENTARIA GAS PIPELINE,QLD10.ALLGAS DISTRI

31、BUTION NETWORKS,QLD/NSW11.AMADEUS GAS PIPELINE,NT12.PROPOSED BONAPARTE GAS PIPELINE,NT13.KOGAN NORTH GAS PROCESSING FACILITY,QLD14.TIPTON WEST GAS PROCESSING FACILITY,QLD15.DAANDINE POWER STATION,QLD16.X41 POWER STATION,QLD17.LNG FACILITY,VIC18.MONDARRA GAS STORAGE FACILITY,WA19.MURRAYLINK INTERCONN

32、ECT,SA/VIC20.DIRECTLINK INTERCONNECT,NSW/QLD21.MURRIN MURRIN LATERAL,WA22.KALGOORLIE TO KAMBALDA PIPELINE,WA23.GLADSTONE TO MARYBOROUGH GAS PIPELINE,QLD24.ENVESTRA DISTRIBUTION NETWORKS,VIC/SA/QLD25.CAMS WATER AND WASTE WATER TREATMENT SERVICES,VIC26.SEAGAS PIPELINE,VIC/SA27.RIVERLAND AND MILDURA PI

33、PELINES,SA/VIC28.SESA PIPELINE,VIC/SA29.ALICE SPRINGS GAS PIPELINE,NTAPA s assetsCOVER IMAGE:APA EMPLOYEES LAYING PIPEThe map above is illustrative only and may not be drawn to scale.Unless stated otherwise,all data contained on the map is based on imformation available at the publication date of th

34、is Annual Report.DistributionThe 2007 fi nal distribution of 7.0 cps,unfranked,is to be paid on 28 September 2007.The distribution is made up of 5.0 cps income unfranked,and 2.0 cps tax deferred.Change of addressSecurityholders who have changed their address should advise the registry in writing.Dir

35、ect payment to bank accountsDistributions may be paid direct to bank,building society or credit union accounts in Australia.Payments are electronically credited on the distribution payment date and confi rmed by post.Securityholders who wish their distributions to be paid electronically,must advise

36、the registry in writing prior to the record date of the fi rst distribution payment that they wish to be paid by direct credit.Consolidation of securityholdingsSecurityholders who wish to consolidate their separate securityholdings into one account should advise the registry in writing.Tax File Numb

37、ersAustralian tax resident securityholders,including minors,should advise their Tax File Number(“TFN”),Australian Business Number(“ABN”)or exemption details to the registry either by phone or in writing.If a TFN or ABN is not quoted and no exemption details are provided by a securityholder,APA is re

38、quired by law to deduct tax at the top marginal rate of tax plus medicare levy,from the unfranked part of distributions paid to that securityholder.Distribution Reinvestment Plan(“DRP”)As an alternative to receiving cash distributions,securityholders may elect to participate in the DRP.The DRP enabl

39、es securityholders to use cash distributions to purchase additional fully paid APA securities.If you would like to participate in our DRP,contact Link Market Services Limited.Election of DirectorsIn August each year,securityholders will be notifi ed by announcement to ASX that they may nominate a pe

40、rson for election to the Australian Pipeline Limited(“APL”)Board as a non-corporate director.Once all nominations are received by the required date,APL will advise securityholders of all candidates and present its nominations to the securityholders at the APA annual meeting.A majority resolution by

41、securityholders on nominations will confi rm securityholders intentions.APL will then ensure that the successful candidates are elected to its Board.This report uses terms and abbreviations relevant to APAs activities and fi nancial accounts.A glossary of the terms and abbreviations used in this rep

42、ort is provided on this page.EnquiriesSecurityholders with enquiries about their holdings should contact the Registry:ABARE Australian Bureau of Agricultural and Resource EconomicsACCC Australian Competition and Consumer CommissionAGL The Australian Gas Light CompanyAPT or Trust Australian Pipeline

43、Trust APA Group or APAThe stapled entities,Australian Pipeline Trust and APT Investment Trust,and their controlled entitiesAPA VictoriaComprises of GasNet gas transmission operations and Envestra gas networks operationsAPL Australian Pipeline LimitedAPTIT or Trust APT Investment TrustASX Australian

44、Stock ExchangeBBSW Bank Bill Swap Reference RateCGP Carpentaria Gas PipelineCogeneration The simultaneous production of electrical energy plus heat from a single fuel source,such as natural gasCPI Consumer Price IndexCSG coal seam gas The extraction of natural gas from a coal seamEBIT Earnings befor

45、e interest and taxEBITDA Earnings before interest,tax,depreciation and amortisationFinancial year The 12 months to 30 JuneGasNetGasNet Australia GroupGGT Goldfi elds Gas Transmission PipelineGTA Gas Transportation AgreementGTD Gas Transportation DeedIPO Initial Public OfferingInterconnect Lateral co

46、nnecting Barnawatha to CulcairnkV KilovoltsLNG Liquid natural gasMSP Moomba to Sydney PipelineMW MegawattNational Gas Code National third party access code for natural gas pipeline systemsNatural gas Naturally occurring hydrocarbons consisting mainly of methane,often associated with petroleumParmeli

47、a Gas Business Made up of the PGP,gas storage and gas processing businessesPGP Parmelia Gas PipelinePMA Pipeline Management Agreement between Alinta and APAPJ PetajoulePJ/d Petajoule per dayRBP Roma to Brisbane PipelineSCP Gas Business Refers to SCP Investments(No.1)Pty Limited,the 88.2%owner of GGT

48、,and the Parmelia Gas PipelineTJ TerajouleTJ/d Terajoule per day SecurityholderinformationToll Free:1800 992 312Outside Australia:+61 2 8280 7132Facsimile:+61 2 9287 0303E-mail:.auAddress:APA Group RegistryC/-Link Market Services LimitedLocked Bag A14Sydney South NSW 1235.GlossaryWESTERN AUSTRALIASO

49、UTH AUSTRALIAVICTORIANORTHERNTERRITORYQUEENSLANDNEW SOUTH WALESTASMANIA82324152067192524272612428179112431851216292122141310APA GROUP OWNS OVER 12,000 KM OF GAS TRANSMISSION PIPELINES AND OVER 21,400 KM OF GAS DISTRIBUTION NETWORKS THROUGHOUT THE COUNTRY Deliveringenergy1.VICTORIAN TRANSMISSION SYST

50、EM,NSW/VIC2.GOLDFIELDS GAS TRANSMISSION PIPELINE,WA3.PARMELIA GAS PIPELINE,WA4.MIDWEST PIPELINE,WA5.TELFER GAS PIPELINE,WA6.MOOMBA TO SYDNEY PIPELINE SYSTEM,SA/NSW7.CENTRAL WEST PIPELINE,NSW8.ROMA TO BRISBANE PIPELINE,QLD9.CARPENTARIA GAS PIPELINE,QLD10.ALLGAS DISTRIBUTION NETWORKS,QLD/NSW11.AMADEUS

51、 GAS PIPELINE,NT12.PROPOSED BONAPARTE GAS PIPELINE,NT13.KOGAN NORTH GAS PROCESSING FACILITY,QLD14.TIPTON WEST GAS PROCESSING FACILITY,QLD15.DAANDINE POWER STATION,QLD16.X41 POWER STATION,QLD17.LNG FACILITY,VIC18.MONDARRA GAS STORAGE FACILITY,WA19.MURRAYLINK INTERCONNECT,SA/VIC20.DIRECTLINK INTERCONN

52、ECT,NSW/QLD21.MURRIN MURRIN LATERAL,WA22.KALGOORLIE TO KAMBALDA PIPELINE,WA23.GLADSTONE TO MARYBOROUGH GAS PIPELINE,QLD24.ENVESTRA DISTRIBUTION NETWORKS,VIC/SA/QLD25.CAMS WATER AND WASTE WATER TREATMENT SERVICES,VIC26.SEAGAS PIPELINE,VIC/SA27.RIVERLAND AND MILDURA PIPELINES,SA/VIC28.SESA PIPELINE,VI

53、C/SA29.ALICE SPRINGS GAS PIPELINE,NTAPA s assetsCOVER IMAGE:APA EMPLOYEES LAYING PIPEThe map above is illustrative only and may not be drawn to scale.Unless stated otherwise,all data contained on the map is based on imformation available at the publication date of this Annual Report.HighlightsKey op

54、erating highlights 40.9%increase in pipeline transportation revenue 48.1%increase in EBITDA Part year revenue contribution from Allgas,GasNet and Directlink Pipeline Management Agreement over main pipeline assets acquired from Alinta Bonaparte Gas Pipeline project on schedule Completion of Daandine

55、Power Station and Tipton West Gas Processing Facility using coal seam gas in Queensland Expansion of Moomba to Sydney Pipeline at Culcairn Increase in annual distribution from 24.0 to 28.0 cents per security Deliveringsecurityholder value369.5379.0271.2 265.420032004200520062007TOTAL REVENUE-BEFORE

56、SIGNIFICANT ITEMS($M)532.720032004200520062007DISTRIBUTIONS(CENTS PER SECURITY)Profit Capital28.022.524.021.521.5APA ANNUAL REPORT 07APA ANNUAL REPORT 07 3Financial highlightsYEAR ENDED30 JUNE 200730 JUNE 2006 CHANGE OPERATING RESULTS$M$M%FINANCIAL RATIOS Operating profi t after tax before signifi c

57、ant items up 6.4%Total equity increased by 96.3%Pipeline transportation revenue up 40.9%Underlyingoperating cash fl ow up 39.9%Distributions up 16.7%Underlying operating cash fl ow per security up 6.8%1,883.52,060.91,433.71,431.820032004200520062007TOTAL ASSETS($M)4,237.9106.2112.282.390.62003200420

58、0520062007OPERATING CASH FLOW($M)157.0ON BEHALF OF THE BOARD,I AM PLEASED TO PRESENT THE APA GROUP ANNUAL REPORT FOR 2007.THE 2007 FINANCIAL YEAR HAS BEEN A VERY SUCCESSFUL YEAR FOR APA GROUP BY ANY MEASURE.In the past 12 months,APA Group(“APA”)extended its national footprint to every mainland State

59、 and Territory,through strategic and prudent acquisitions,strengthened its balance sheet through effective capital management and,importantly,increased distributions in real terms to securityholders.This will be my fi nal report to you.On 28 August 2007,APA advised the Market that I intend to step d

60、own as Chairman and Director after the Annual Meeting on 30 October 2007.It has been my pleasure to serve as your Chairman for the last seven years.I feel that the time is now right for me to retire.I leave knowing that the Board,staff and you,the securityholders,have created a strong,vibrant and re

61、levant Business,the long-term value of which is assured.The Board is delighted to advise that Len Bleasel has agreed to become a director of Australian Pipeline Limited and has also agreed to become Chairman elect.Len was Managing Director of The Australian Gas Light Company for a numberof years and

62、 has held a number of senior directorships sincehis retirement in 2001.Len brings signifi cant industry andbusiness knowledge and experience to the Board at a time when APA is consolidating as a top 150 ASX business.I amsure that APA will have a long and prosperous future under his stewardship.The B

63、oard is excited and confi dent about APAs future.Gas as a fuel of transition has potential to reduce the carbon footprint and its fl exibility in providing energy has led ABARE to forecast that natural gas production will increase 13%during 2008.This should mean the prospects for APA growth in gas t

64、ransportation are very bright.Financial performanceFinancial performanceAPA delivered above market guidance($58 61 million)for the fi nancial year,with net profi t after tax before signifi cant items coming in at$64.5 million for the year ended 30 June 2007.Distributions for the period increased by

65、16.7%to 28 centsper security.On a recurring basis,operating cash fl owincreased to$157.0 million,up 39.9%on the previous year.Initial contributions from acquisitions during the period helped drive the full year result,while organic growth was strong,with pipeline transportation revenue up 40.9%to$39

66、3.1 million.A year of expansion and integrationA year of expansion and integrationThe 2007 financial year saw APA expand throughThe 2007 fi nancial year saw APA expand through acquisitions and deliver on its strategy of being a major player in developing,owning and operating energyinfrastructure.Suc

67、h growth requires signifi cant integration and consolidation to ensure the success of these assets.APA staff,both new and old,are committed to ensuring that t the new businesses operate at maximum effi ciency.It is at testament to all that there has been so much goodwill and commitment to this great

68、 challenge.Managing Director,Mick McCormack outlines APAs Managing Director,Mick McCormack outlines APAsoperational achievements in more detail on pages 6 to 9 butin brief,APA more than doubled the value of its asset base over the past year,acquiring Allgas Energy,GasNet Australia Group,Directlink a

69、nd Origin Energy Networks assets.Gas transmission is,and continues to be,APAs corebusiness.We continue to seek other investmentopportunities which enhance our ability to grow distributions to you,our securityholders.By combining our core strengths with non-core assets,such as undergroundelectricity

70、cables and small gas-fi red power generation,APA has been able to realise its goals of growing cash distributions and provide a strong balance sheet for continued growth.Our aim is to build a portfolio with an appropriate mix of low risk and high growth assets as part of a deliberate strategy to div

71、ersify into a wider range of business opportunities in the energy and infrastructure sectors.A fuel of transitionA fuel of transitionProtection of our environment continues to grow as animportant issue for our planet.APA is well aware of its corporate obligations and I am proud our Business delivers

72、 and promotes natural gas,which is key to helping build amore sustainable energy future for Australia.Natural gas is playing an increasingly important role in Australias energy mix with consumption forecast to rise 4%per year through to 2011 and 2.5%per year,to almost double,by 2023.Chairman sreport

73、4 APA ANNUAL REPORT 07George BennettAPA ANNUAL REPORT 07 5Part of that demand will be met by coal seam gas(“CSG”),”),which APA regards as a signifi cant alternative fuel for tAt li i thditdkti theastern Australia in the medium-term,and a key step in the development of an Eastern Gas Grid.Business sh

74、ould be engaged in the debate about theimpact of energy consumption on our environment and,as Australias leading energy transporter,APA has a role to play.To that end,the Board is pleased to report Non-executive Director Russell Higgins was appointed to the Prime Ministerial Task Group on Emissions

75、Trading in December.The Australian and State governments have provided The Australian and State governments have providedsignifi cant leadership in promoting alternative fuel options and Mick McCormack talks about that in his report.Gas supplyGas supplyAPA was disappointed with the decision by the h

76、e Papua New Guinea(“PNG”)gas project partners to to suspend work on the project and consider alternative cocommercialisation options.This led to a suspension of thethe proposed PNG gas to Australia pipeline project.Gas supply to eastern Australia remainsains an important issue beyond the next decade

77、,and while le CSG provides a good medium-term solution,a new supply ofy of natural gas is essential in the longer term.Northern gas supplies from supplies from PNG,Timor Sea or the North West Shelf remain the most the moslikely options.APAs achievementsAPAs achievementsThe Board would like to remind

78、 you of some of APAssignifi cant achievements since it fl oated in June 2000.Since the Initial Public Offering(“IPO”),APAs stock price hasincreased by over 100%,its revenue has grown by over 200%and its distributions have grown by 27%.It has acquired most of its minority interests in jointly owned a

79、ssets and,through a series of targeted and disciplined investments,doubled in size.In recognising the value of complementary assets,APA has expanded from being only a pipeline business.Today,it is the leading energy transmission and distribution business with a complementary asset portfolio that inc

80、ludes gas storage,electricity cables,CSG facilities and gas-fi red power stations.When APA fl oated in 2000,it had a staff of a little over 10 people.In 2006,APA employed around 40 people and by the end of this year,with the acquisition of the Alinta pipeline operating and maintenance staff,we will

81、employ over 1,000 people.APA has always prided itself on the commitment,skill and dedication of its people.APA has been very impressed with the quality of the new people who have agreed to become part of our APA culture.Let me not underestimate the taskbefore us to ensure that the larger APA family

82、functions appropriately.The Board is heartened by the dedication and commitment of our newest employees.Mick McCormack addresses the Alinta dispute in his report,but let me say that the Board and Management kept securityholder interests foremost in their minds in pursuing and fi nalising the Alinta

83、matters.The Board is very proud of the hard work and dedication that APA Management and staff demonstrated,in ensuring the very best result for all securityholders.OutlookOutlookio of quality and diverse assets which,APA has built a portfolio oechnical expertise,is the platform on which together wit

84、h our techure growth for the benefi t of securityholders.we will drive future always said,APA will continue to examine As we have alwtment opportunities as they arise and apply the any investmtrict set of investment criteria to those investmentsame stricortunities.We do not dictate when assets comeo

85、pportonto the market,but when they do,we ensure that we ontinvestigate and analyse potential opportunities to determine iif they will enhance our earnings and deliver on our strategy.While transporting gas will continue to be our mainstay,we will look beyond pipelines to ensure asset diversity and t

86、o spread our business risk,while growing our returns to securityholders.APA is fi rmly focused on securing a future gas supply to eastern Australia and integrating its newly acquired assets.We are pleased to start the 2008 fi nancial year with our legal proceedings relating to Alinta now resolved.Re

87、sults to dateare well on track to meet current year targets.It has been a pleasure to work with Board,Management,staff and you,our securityholders,over the past seven years.It has been a rewarding time,and I retire satisfi ed that our Business has done very well.I wish the incoming Chairman,the Boar

88、d and staff the best of luck and leaveknowing that the Business continues to be in good hands.On behalf of the Board,I thank Management and staff fortheir commitment and hard work,and all securityholders for their support.GEORGE H BENNETTCHAIRMAN27 SEPTEMBER 2007APA HAS UNDERGONE UNPRECEDENTED EXPAN

89、SION OVER THE LAST 12 MONTHS,WHICH HAS RESULTED IN A VERY SUCCESSFUL AND STRONG YEAR.I AM VERY PROUD OF WHAT WE HAVE ACHIEVED FOR SECURITYHOLDERS AND CONTINUE TO BE EXCITED ABOUT APA S FUTURE.APA NOW HAS A TRULY NATIONAL ENERGY FOOTPRINT WITH ASSETS IN ALL MAINLAND STATES AND TERRITORIES.During the

90、year,I have travelled around the country andwelcomed the opportunity to meet many of our new staff andsecurityholders.I have been asked a variety of questions.Of particular interest is APAs overall strategy and how we intendto consolidate our newly acquired assets.In order for all securityholders to

91、 have the benefi t of these discussions,I have taken the opportunity to address theseissues by grouping the key issues raised into several categories.StrategyStrategyOur vision is to continue to grow as Australias leading energy transmission and distribution Business.The strategyis simple.We are com

92、mitted to growing the Business and maximising value for securityholders in the short,medium and long-term.APA has a three phase approach to growth,by:growing the Business organically;investing in brownfi elds and greenfi eldsprojects,and acquisition.Organic growth occurs via theexpansion of existing

93、 assets and,in particular,our core pipeline assets.Our success in increasing throughput and developing innovative arrangements on the Roma to Brisbane Pipeline and Goldfi elds Gas Transmission Pipeline are goodexamples of this.Brownfi elds projects,which involve the development of,forexample,compres

94、sor stations,provide immediate returns by building upon an already established income stream.Greenfi elds opportunities provide sustained longer-term returns arising from the benefi t of investment in the initial stages of the projects.The Bonaparte Gas Pipeline is an excellent example of a greenfi

95、elds project which will take several years to build,but will then provide strong,sustainable returns.Finally,the acquisition of core and complementary assets completes the three phase approach,ensuring thatAPAs philosophy of being a stable,strong and long-term investment for securityholders is achie

96、vable.Underscoring our investment strategy is the goal of increasing distributions by at least CPI annually.In looking atour achievements for the 2007 fi nancial year,I am delightedt that APA has exceeded that target by providing an annual increase of 16.7%over the previous year,demonstrating theval

97、ue of our acquisition strategy.APA has a vision of developing a gas transmission grid on t the eastern seaboard that will offer a seamless tariff for gas delivered into Queensland,New South Wales,the Australian Capital Territory and Victoria.This will greatly assist the expansion of a competitive ga

98、s market in Australia,by providing greater access to multiple supply sources and enhancing producer on producer competition.APAs business model is a low cost,transparent and competitive one.Our approach distinguishes us from many other businesses that operate a fee based model.AcquisitionsAcquisitio

99、nsAPA has made a series of acquisitions and new investmentsover the last 12 months,expanding our total asset base to around$4 billion,with assets under management of over$8 billion.This unprecedented activity refl ects theongoing ownership changes within the Australian energy infrastructure sector,a

100、s institutional investors and private equity compete for assets with established players.Ourability to compete is enhanced by our low cost competitive business model and our demonstrated knowledge of the industry.Our acquisitions during the past 12 months include:Allgas Energy gas distribution busin

101、ess completed in November 2006.The Allgas distribution system extends throughout the high growth population areas of southeast Queensland and northern New South Wales.The natural gas network comprises over 2,300 km of distribution mains and supplies approximately 65,000customers.Allgas has complemen

102、tary infrastructure onwhich APA can leverage its core competencies;GasNet Australia Group(“GasNet”)completed in December 2006.GasNet(now refered to as APA Victoria)owns and maintains 1,935 km of high-pressure gas transmission pipelines throughout Victoria,which serve a total consumption base of appr

103、oximately 1.4 million residential consumers and approximately 43,000 industrial and commercial users.Almost all the natural gas consumed in Victoria is transported through APA Victorias pipeline assets.The acquisition of GasNet is delivering benefi ts to APA,including maximising the utilisation of t

104、he Interconnect,and enhancing the competitiveness of the Moomba to Sydney Pipeline and APA Victoria pipeline network with the Eastern Gas Pipeline;Directlink electricity interconnector completed inFebruary 2007.The acquisition of Directlink continuesAPAs strategy of acquiring complementary energy tr

105、ansmission assets and follows the acquisition of Managing Director sreport6 APA ANNUAL REPORT 07Murraylink in March 2006.Directlink nk is one of only two electricity transmission links between thethe New South Wales and Queensland power grids;andOrigin Energy Networks completed in July 2007.The 2007

106、.Tacquisition of Origin Energy Networks comprised:Origin dEnergy Asset Management(“OEAM”),which provides management and operations services to gas distribution and transmission company Envestra Ltd(“Envestra”);a 17%stake in Envestra,and a one-third interest in the SEAGas Pipeline.OEAM also includes

107、a range of smaller complementary assets including Natural Gas Vehicle(“NGV”)stations,cogeneration facilities and an interest in a services provider to the water industry.APA is now in a multiple integration phase,leveraging off an already substantial operational and management skills base.We are wel

108、l on our way to achieving a fully integrated APA with a strong,diversifi ed workforce that is utilised across both asset and geographic boundaries.As I mentioned above,APA now has a truly national energy footprint,predominantly in transmission assets.Our investment in generation assets has also sign

109、ifi cantlyincreased over the last 12 months,particularly in Queensland.We note that the New South Wales Government commissioned the Owen Enquiry to review the need and timing for new baseload electricity generation and to seek advice on investment in generation capacity that addresses greenhouse gas

110、 emissions.APA believes that gas-fi red power generation will be viewed as a viable and greener alternative to coal-fi red power generation.We are very excited about the potential investment for APA,either directly in power station development and/or the supply of gas to the power station.APA suppor

111、ts the industrial carbon footprint and natural gas is an excellent fuel of transition to renewable and other fuels.Mick McCormackAPA ANNUAL REPORT 0710 years without a lost timeinjury on the Goldfi elds GasTransmission PipelineGOLDFIELDS GAS TRANSMISSION PTY LTD(“GGT”)STAFF AND CONTRACTORS DEMONSTRA

112、TED ANOUTSTANDING EMPHASIS ON SAFETY.Goldfi elds Gas Transmission Pipeline is over 1,400km long,in harsh and remote terrain.The crew of over 50 dedicated technicians has traversed over 10 million km during the period without asignifi cant accident.This achievement is testament to the extensivesafety

113、 management systems employed under the Safety Case,and refl ects the outstanding attitudeand dedication to safety demonstrated by every individual who has worked on the GGT Pipeline.APA has made a series of acquisitions and new investments over the last 12 months,expanding our total asset base to ar

114、ound$4 billion,with assets under management of over$8 billion.APA ANNUAL REPORT 07 78 APA ANNUAL REPORT 07 Managing Director sreportWe are pleased with where we are on our growth path and we will continue to pursue opportunities to participate in further consolidation in the energy sector.Importantl

115、y,acquisitions will only be pursued if they meet our strategic criteria positioning us for future growth and enhancing our balance sheet.Our view is that Australia is too large geographically and too small in population to support more than a handful of major energy transmission and distribution bus

116、inesses.APAsintention is to be one of those businesses.Issues facing APA and the industryIssues facing APA and the industryAPA has long been an advocate for the development of additional northern gas supplies in order to meet the growing demand for gas in eastern Australia.Thiswill become more press

117、ing,given concerns over global warming.An increase in gas demand is likely as it becomes a fuel of transition.While the pipeline project from PNG has been put on hold,we believe there are adequate supplies to meet demand,particularly given the emergence of coal seam gas(“CSG”)over the next decade.Th

118、e CSG industry has been developing rapidly over the last three years and is expected to play an increasing role in the energy market over the medium-term.APA is encouraged by Epic Energys announcement to develop a new gas pipeline to Moomba that will allow APA to take advantage of this resource.In t

119、he longer term,a northern gas solution will be vital to meet supply demands of eastern Australia and APA will continue to advocate options such as PNG,the Timor Sea and North West Shelf gas sources.RegulationRegulationInteraction with governments and regulators of gas transmission pipelines continue

120、s to play a signifi cant rolein APAs business.The ACCC released its fi nal decision onaccess to the Roma to Brisbane Pipeline and the High Court of Australia granted APA leave to appeal against the FederalCourt of Australia decision in the Moomba to Sydney Pipeline matter.While neither of these issu

121、es has a material impact on APA pipeline revenues,the continued imposition of a raft of regulatory changes places a signifi cant burden on the Business.The other major regulatory issue was in Queensland whereFull Retail Contestability commenced on 1 July.APA seest this as a positive development in s

122、timulating demand for gas.EnvironmentEnvironmentAPA believes gas is a fuel of transition as we move to a cleaner energy burning future.Gas has a lower carbonimpact than coal.This has been recognised by governments including the Queensland Government which has annouced itsits Climate Smart 2050 Polic

123、yClimate Smart 2050 Policy that encourages gas usage.that encourages gas usageOur investments in electricity generation also provide a greener alternative to coal.APA is committed to protecting and managing the environment in which we work.We spend a great deal of time and energy regenerating those

124、areas where construction takes place,and are mindful of limiting adverseeffects upon fl ora and fauna during the development process.Indeed,our concern for the environment continues over the many years that our assets will operateby adherence to strict operating practices,including monitoring of any

125、 impact on the environment.APAs Head Offi ce in Sydney recently moved fromMascot to George Street in the city.Our new offi ce has been designed to incorporate environmentally friendlytechnology.In choosing the location,APA noted thatthe building owners were moving to use GreenPower,which supports re

126、newable energy sources as well as conventional fuel.Our commitment to reducing our carbon footprint isimportant for APA.AlintaAlintaEarly this year,it was announced that a consortium comprising Babcock&Brown and Singapore Power International would buy Alinta.In June 2007,APA entered into separation

127、arrangements with Alinta which were supported by the consortium,to:bring the operating and maintenance function performedby Alinta on key APA gas transmission pipelines in-house(in New South Wales,Queensland,Northern Territory and Western Australia).This means that APA and not acompetitor will contr

128、ol this function;have APA securities owned by Alinta(approximately 35%)widely distributed.This happened on 31 August2007,when the buy-out of Alinta by the consortiumbecame effective;andimmediately terminate the litigation between APA and Alinta.I welcome all of the former Alinta shareholders to the

129、APA register and am very pleased that this matter has been settled.APA can now concentrate on growing the Business to the benefi t of securityholders.(continued)APA ANNUAL REPORT 07 9pp,ppySponsorship,philanthropy y andSponsorship,philanthropy andcommunity relationscommunity relationsAs most of APAs

130、 assets can be found in regional Australia,al Australiwe are very conscious that any sponsorship should benefi td bethe people who live in regional areas.To that end,we havebeen very pleased to continue our association with the Australian Brandenburg Orchestra(“ABO”).The ABO iscommitted to taking it

131、s unique brand of baroque music to regional Australia and APA is happy to help make that happen.As well as sponsoring the ABO,APA also supports other organisations to our mutual benefi t.An example of thisis the Royal Flying Doctor Service,which over the years has played a critical role in the remot

132、e areas where APA operates.OutlookOutlookAPA has continued to perform well,in line with market expectations and our Guidance.We have remained focused on the underlying business and effective cost containment,while pursuing growth opportunities when they became available.Our acquisitions are generati

133、ng strong cash fl ows,which support our growth strategy and our ability to grow distributions by at least CPI annually.The part yearcontributions from our acquisitions Allgas,GasNet and Directlink have been very pleasing.On current trends,their fi rst full year contribution will continue to improve

134、APAs operating cash fl ow.The fundamentals of the Business remain solid and we have the right strategies in place to ensure continued growth.Cash fl ows derived from operations continue to be strong,with further growth being supplemented by recent acquisitions.The outlook for APA is very positive.We

135、 spend a great deal of time and energy regenerating those areas where construction takes place,and are mindful of limiting adverse effects upon fl ora and fauna during the development process.As you would be aware,APLs Chairman,George Bennett,Ahas announced his retirement effective 30 October 2007.T

136、he appointment of Len Bleasel AM as Chairman elect willbe effective from that day.I would like to take this opportunity to farewell Mr Bennettand thank him for his efforts since APA fl oated in 2000.APA has undergone signifi cant change during this period to become the leading Australian energy dist

137、ribution and transmission business.On a personal note,I sincerely thank Mr Bennett for hissupport and counsel during my time as Managing Director of APA.I would also like to welcome Mr Bleasel,APLs Chairman elect,who brings substantial industry experience,having held the position of Managing Directo

138、r of AGL for a number of years and a variety of senior non-executive directorships over the last decade.I look forward to working with Mr Bleasel to take APA into a new era.MICK McCORMACKMANAGING DIRECTOR27 SEPTEMBER 2007Quick facts Deliveringbusinessstrategy DIVERSIFICATION:To broaden APA s asset b

139、ase beyond gas transmission and spread core asset risk geographically.Progress:APA continues to manage risk by diversifying across geographic boundaries and into new assets.APA has established a major presence in South Australia,and spread its asset base with new investments in Victoria and Queensla

140、nd.Complementary investments in gas-fi red power stations,gas storage and gas processing not only have delivered diversity benefi ts,but provide additional revenues to APA s pipelines.EASTERN GAS GRID:To develop an integrated gas transmission system across eastern Australia.Progress:Expansion plans

141、for the New South WalesVictoria Interconnect are underway with completion anticipated by 2009.10 APA ANNUAL REPORT 07 In addition,APA acquired a one-third interest in the SEAGas Pipeline,which connects Victoria and South Australia,and is investigating a new pipeline from Wallumbilla in Queensland to

142、 connect to the Moomba to Sydney Pipeline.This will facilitate access for Queensland produced CSG to NSW.INTERNALISATION:To ensure APA has direct control over its Business.Progress:APA has expanded its in-house capabilities to include asset operations,and in so doing has grown its employee numbers f

143、rom around 40 in June 2006 to over 700 at 30 June 2007.APA recently announced the termination of the previous operations outsourcing arrangements with Alinta services that now will be provided from within the Business,which will increase staff numbers to over 1000.Other complementary assetsElectrici

144、tytransmissionGasdistributionManagerAPA PERSONNEL CONTROLSAPA GROUP SECURITYHOLDERSGastransmission operating expenditure capital expenditure regulatory affairs revenue contractsBenefits of low cost structure returned in full to securityholdersOperations&maintenanceexpenditure established on acommerc

145、ial,robust basisThe only fees paid relate to the operational and direct management of the assetsBUSINESSMODELAPA ANNUAL REPORT 07APA s business model is a low cost,transparent and competitive one.Our approach distinguishes us from many other businesses that operate a fee based model.Delivering on st

146、rongfoundationsOUR CORE BUSINESSAPA OWNS AND OPERATES STRATEGICALLY PLACED ASSETS IN EVERY MAINLAND STATE AND TERRITORY,REINFORCING OUR POSITION AS THE LEADING ENERGY TRANSMISSION BUSINESS IN AUSTRALIA.GAS TRANSMISSION AND DISTRIBUTION1VICTORIAN TRANSMISSION SYSTEM(“VTS”)12 APA ANNUAL REPORT 07APA V

147、ictoria employees at workGas transmissionand distribution2 GOLDFIELDS GAS TRANSMISSION PIPELINE SYSTEM(“GGT”)3PARMELIA GAS PIPELINE(“PGP”)APA ANNUAL REPORT 07 134 MIDWEST PIPELINE(“MWP”)APA owns 50%of the 365 km MWP with theremaining 50%owned by Horizon Energy,a Western Australian Government electri

148、city utility.The MWPtransports gas from the DBNP near Geraldton to power generators for mining processes in the Windimurra and Mt Magnet regions.In June 2007,APA signed a 15 year Gas Transportation Agreement(“GTA”)for the MWP to transport gas for Precious Metal Australias Windimurra vanadium mine.Th

149、e mine,which was the foundation customer for the MWP in 1999,has been closed since 2004 but is scheduled to reopen at the end of 2007.5 TELFER GAS PIPELINE(“TGP”)APA owns 100%of the 443 km TGP,which extends from Port Hedland to the Telfer gold mine.A 45 km Lateral extends from the TGP to the Nifty m

150、ine in Western Australia.NEW SOUTH WALES6 MOOMBA TO SYDNEY PIPELINE(“MSP”)The 2,029 km MSP links the gas fi elds of the Cooper and Eromanga Basins at Moomba with the gas distribution networks of Sydney and regional New South Wales.APA owns 100%of the MSP which includes a number of laterals.The MSP a

151、lso includes the Interconnect between Barnawatha in New South Wales and Culcairn in Victoria.Since its completion in 1998,gas has been transported in both directions between the VTS and New South Wales.The main revenue contract for the MSP is a GTA with AGL The main revenue contraces on 31 December

152、2016.Energy which expires In June 2007,APA announced that the GTA had been n June 2007,APArenegotiated,resulting in some amendments to the terms egotiated,rand conditions under which APA will transport gas fornditioAGL Energy.As part of the GTA,additional fi rm and winter services were contracted th

153、rough to 31 December 2008.The MSP delivers gas to a diverse range of industrial,commercial and residential users in New South Wales and the Australian Capital Territory,with an increasing proportion of future supply anticipated to go to powergeneration.During the year,APA entered into conditional GT

154、As withNewGen Power(“NewGen”)on the MSP for 15 years plusoptions to extend.NewGen is constructing a 4 x 160 MWopen cycle peaking power station near Uranquinty in south central New South Wales.The GTA includes the expansion of the Interconnect by the construction of compressors at Culcairn and a new

155、meter station for the power station.APA is also looking at providing direct access for the south eastern gas markets to the substantial reserves of CSG in Queensland.The fi rst such link was announced in July 2007 by Epic Energy and AGL Energy with their planned construction of a pipeline from Balle

156、ra to Moomba.Whilethis will be of direct benefi t to the MSP through increased volumes of gas,APA is actively investigating other pipeline opportunities.Delivering on strongfoundationsOUR CORE BUSINESS(continued)14 APA ANNUAL REPORT 077 CENTRAL WEST PIPELINE SYSTEM(“CWP”)APA owns 100%of the 255 km C

157、WP,which links the MSP with regional centres in NSW including Forbes,Parkes,Narromine and Dubbo.During the year,APA constructed a meter station at Dubbo to deliver gas into the new Central Ranges Pipeline(“CRP”)developed by Central Ranges Pipeline Pty Ltd.The CRP,which delivers gas from Dubbo to Tam

158、worth,was opened inAugust 2006 and is anticipated to increase volumes through APAs CWP.QUEENSLAND 8 ROMA TO BRISBANE PIPELINE(“RBP”)The RBP was the fi rst natural gas pipeline to a capital citycommissioned in Australia,and transports gas 437 km from the Surat Basin and regional gas hub near Roma to

159、industrial users in Brisbane.The pipeline has undergone signifi cant expansion since the late 1980s with the installation of six compressor stations and six stages of looping(414 km)that have increased capacity fi ve fold.Additional inlets have also been added to receive CSG from new production area

160、s.Associated with RBP is the Peat Lateral,completed in 2001 and which transports gas 121 km from the Peat and Scotia gas fi elds to interconnect with RBP at Condamine.APA is currently investigating expansion of the RBP through additional compression,which would result in a capacity in excess of 300

161、TJ/d.The RBP represents an integrated business for APA.It owns ancillary transmission infrastructure,such as the Peat Lateral,CSG production facilities and a gas-fi red power station as well as delivering gas into the APA owned Allgas distribution system.In March 2007,the ACCC approved the revised A

162、ccess Arrangement,including Regulated Asset Base value.The Access Arrangement will have a minimal fi nancial impact until at least 2013,as the RBP is almost fully contracted until that time.The Access Arrangement does not establish tariffs for future expansions and extensions to RBP,for which tariff

163、s will be negotiated between APA and users.9 CARPENTARIA GAS PIPELINE(“CGP”)The CGP was commissioned in 1998 to transport gas from Ballera to customers in Mt Isa and the surrounding Carpentaria mineral province.The 844 km pipeline system includes the Cannington Lateral(98 km)which transports gas to

164、BHPs Cannington silver,lead and zinc mine and the Mica Creek metering facility and Mt Isa Lateral(6 km),which supplies gas to industrial customers at Mt Isa.The rapid growth of power generation requirements inthe Carpentaria region will be accommodated through expansion of the CGP via installation o

165、f up to four compressors at each of the scraper stations.The fi rstcompressor was installed in 2001 and planning is currentlyunderway for an additional one to two compressors to beoperational in 2009 to meet increasing demand.10 ALLGAS DISTRIBUTION NETWORKS,QLD/NSW Allgas is one of two gas distribut

166、ion businesses in southeast Queensland,servicing high population growth centres.The network includes over 2,300 km of distribution mainssupplying approximately 65,000 customers.Total gas usageis currently around 10 PJ per annum,however,a signifi cantexpansion program has been approved by the regulat

167、or to satisfy rapid growth in demand.NORTHERN TERRITORY11 AMADEUS GAS PIPELINE(“AGP”)APAs principal interest in the Northern Territory is held through its 96%interest in the Amadeus Gas Trust which leases and operates the AGP.The 1,629 km AGP,plus three small laterals,transports gas from the Amadeus

168、 Basin in central Australia to power generation,mining and commercial customers in the Northern Territory.The leasepayments are funded by a tariff charged to the Power and Water Corporation.12 BONAPARTE GAS PIPELINE(“BGP”)PROJECTIn June 2006,APA signed a GTA with Power and Water Corporation.The 25 y

169、ear agreement,which commences on 1 January 2009,also committed APA to develop the BGP atan estimated cost of$150 million.The 277 km pipeline will transport gas from Enis on shore gas plant,to be built at Wadeye,and will connect to theAGP.Preliminary works on route selection,land access and engineeri

170、ng activities were undertaken over the past 12 months.APA ANNUAL REPORT 07 15Gas transmissionand distribution16 APA ANNUAL REPORT 07 DeliveringcomplementaryassetsGas processingGAS PROCESSING 13 KOGAN NORTH 14 TIPTON WESTAPA ANNUAL REPORT 07 17 Deliveringcomplementaryassets18 APA ANNUAL REPORT 07Abov

171、e:Engine Enclosure,Daandine Power Station,QueenslandGas-fi redpower stationsGAS-FIRED POWER STATIONS15 DAANDINE POWER STATION 16 X41 POWER STATIONAPA ANNUAL REPORT 07 19 Deliveringcomplementaryassets20 APA ANNUAL REPORT 07Above:Compression Station 1,Parmelia Gas Pipeline,Western Australia APA ANNUAL

172、 REPORT 07 21Gas storageGAS STORAGE17 LIQUID NATURAL GAS(“LNG”)STORAGE18 MONDARRA GAS STORAGE FACILITY 22 APA ANNUAL REPORT 07 DeliveringcomplementaryassetsAbove:High Voltage Transformer,Red Cliffs,MurraylinkElectricityInterconnectorsELECTRICITY INTERCONNECTORS19 MURRAYLINK20 DIRECTLINKAPA ANNUAL RE

173、PORT 07 23 Delivering sustainabilityLNG and the forestNESTLED BESIDE THE DANDENONG LNG FACILITY LIES A NATURE RESERVE CONSISTING OF APPROXIMATELY FOUR HECTARES OF NATIVE RED GUM EUCALYPTS INDIGENOUS TO THE AREA.The reserve remains largely undisturbed by human interference or plant operations,making

174、it an ideal refuge for local species of wildlife.As a consequence of the recent upgrade to the LNG Tanker Loading Facilities,the fence line was required to be moved one metre into the nature reserve.Following consultation with the local council,APA committed to replant eight trees for every tree fel

175、led.The nature reserve today remains a haven for local wildlife.24 APA ANNUAL REPORT 07ABO sponsorshipAt APA,we constantly strive to deliver.While delivering energy to you is what we do best,we dont intend to just stop there.Thats why we have again teamed up with the Australian Brandenburg Orchestra

176、(“ABO”)to deliver the vitality and vigour of a world class musical experience to people all over Australia.The ABO brings a cultural experience to Australia like no other.Performing baroque and classical music on period instruments,we believe the ABOs vivid concerts should be available for all to ex

177、perience.APA takes pride in supporting the ABO national tour,which ran for the fourth time this year.The tour brought a magical experience to the cities,towns and regional areas of Australia for all to enjoy.In September 2007,the ABO toured Brisbane,Perth,Darwin and Adelaide;those regions where APA

178、has experienced vigorous growth.Maintaining direct communication with the people APA does business with,is very important to developing long-term commercial relationships,using the language of music as a common bond.It is important for APA to develop and maintain strong partnerships with all our sta

179、keholders.APA delivers through its strategic partnerships and businesses,the energy of music and the energy needs for the Australian community.Delivering partnershipsAPA ANNUAL REPORT 07 25APA proudly supports theAustralian Brandenburg OrchestraCommunityANDREW DASHROBERT McMASTERPAUL COOLEDGE26 APA

180、ANNUAL REPORT 07 DeliveringexperienceOPERATIONS MANAGEMENTDAVID KINGEDWIN DE PRINSEAPA ANNUAL REPORT 07 27PETER D FOX AUSTIN J V JAMES SANDRA M DUREAU 28 APA ANNUAL REPORT 07EXECUTIVE MANAGEMENT Delivering expertiseRICHARD F FRANCIS STEPHEN P OHL MICK J McCORMACK,APA ANNUAL REPORT 07 29MR R A HIGGIN

181、S AOMR G H BENNETT MR R M GERSBACH 30 APA ANNUAL REPORT 07 Board ofDirectorsAPA ANNUAL REPORT 07 31MR L F BLEASEL AM FAICD FAIMINDEPENDENT NON-EXECUTIVE DIRECTORAppointed 28 August 2007Mr Leonard(“Len”)Bleasel is Chairman of ABN AMRO Australia Holdings Pty Limited,Zoological Parks Board NSW and YWCA

182、 of Sydney Advisory Committee;and a non-executive director of QBE Insurance Group Limited and OConnell Street Associates Pty Limited.Mr Bleasel is also involved as a member of several charitable institutions.Mr Bleasel had a long career in the energy industry before retiring from management in 2001.

183、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.Mr Bleasels past appointments have included Chairman of Foodlands Associated Limited,Solaris Power,the Australian Gas Association,Natural Gas Corporation H

184、oldings Ltd(New Zealand),Elgas Ltd,Auscom Holdings Pty Ltd,Industrial Pipe Systems Pty Ltd and East Australian Pipeline Ltd;Director of St George Bank Limited and Gas Valpo,(Chile);and Vice President of the Royal Blind Society.Mr Bleasel was awarded an AM in the General Division of the Order of Aust

185、ralia for services to the Australian gas and energy industries and the community.MR WAN ZULKIFLEE WAN ARRIFIN ALTERNATE NON-EXECUTIVE DIRECTORAppointed 31 July 2007Wan Zulkifl ee Wan Ariffi n is the Vice President of Gas Business of Petronas.He is an alternate on the APL Board for Mr Ratilal.Wan Zul

186、kifl ee joined Petronas in 1983 as a process engineer and has held several positions in the Petronas Group including serving in the Offi ce of the President as Senior Manager(Downstream Business)/Executive Assistant to the President for three years and as General Manager,International Projects Manag

187、ement Division of OGP Technical Services.He was the General Manager for the Strategy and Business Development Unit before assuming the position of Managing Director/CEO of a public listed subsidiary,Petronas Gas Berhad from 2003 to 2007.Wan Zulkifl ee is a member of Petronas Board of Directors and t

188、he Management Committee and currently sits on the Board of several companies in Petronas.He is a member of the Executive Committee of the International Gas Union.He was conferred the Honorary Fellowship by the Institute of Chemical Engineers UK in November 2005 and is the Industry Adviser to the Eng

189、ineering Faculty,University Putra Malaysia.LEFT TO RIGHT:(TOP)G RATILAL,RA HIGGINS,RM GERSBACH,RJ WRIGHT,M MUHAMMAD(BOTTOM)W SHAMILAH SAIDI,MJ MCCORMACK,GH BENNETTINSET:(ABOVE)MR LF BLEASEL(BELOW)MR WAN ZULKIFLEE WAN ARRIFIN32 APA ANNUAL REPORT 07 Board ofDirectors Board of Boar(continued)MR M MUHAM

190、MAD MSC INDEPENDENT NONON-EXECUTIVE DIRECTORAppointed 8 8 March 2000.Mr Muri Muhammad retired from Petronas in August uri Muhammad retired from Petronas i2002 and was reappointed as Adviser,Gas Business in the 02 and was reappointed as Adviser,GaPresidents Offi ce until 30 March 2005.He brings 30 ye

191、ars Presidents Offi ce until 30 March 2005experience in the chemicals and petroleum industry as experience in the chemicals and pewell as expertise in the domestic and international gas l as expertise in the domestictransmission and distribution,gas utilisation,cogeneration mission and distributiona

192、nd conversion businesses where he has held various senior ersion businesseexecutive positsitions.Mr Muhammad was appointed Vice President for Gas Business in 1998 until his retirement in August 2002.In that role,he was involved in Petronas gas development projects in Iran,India,Algeria,Myanmar,Pakis

193、tan,Vietnam and China.He has held several directorships including Chairman of the board of Petronas subsidiaries and associate companies in Malaysia and abroad.He has been involved in district cooling cogeneration;pipeline gas transmission and distribution;LNG production and marketing;and urea/ammon

194、ia production and marketing.He currently sits on the boards of Transportadora de Gas Del Norte of Argentina and Petronas Gas Berhad of Malaysia,both of which are gas pipeline transmission companies.He is also a member of the Malaysian Energy Commission,a Malaysian Government regulatory body.Mr Muham

195、mad is a member of the Nominations and Remuneration Committee.MR M RATILAL MBAINDEPENDENT NON-EXECUTIVE DIRECTORAppointed 31 July 2007.Mr Manharlal(“George”)Ratilal is Vice President(Finance)of Petronas.Mr Ratilal is a member of Petronas Management Committee and sits on the board of several Petronas

196、 subsidiaries.Prior to joining Petronas in 2003,he was employed by a local Malaysian merchant bank for 18 years.During that time,Mr Ratilal specialised in corporate fi nance where he advised on mergers and acquisitions,and the capital markets.Mr Ratilal holds an MBA from the University of Aston in B

197、irmingham,United Kingdom.MR R J WRIGHT BCOMM FCPAINDEPENDENT NON-EXECUTIVE DIRECTORAppointed 11 February 2000.ApRobert Wright has over 30 years fi nancial managementMr Robence,having held a number of Chief Financial experiencsitions,including Finance Director of David JonesOffi cer posit.He is curre

198、ntly the Chairman of Dexion Limited and Limited.Hector of SAI Global Limited,Super Cheap Auto Group a directmited and Babcock&Brown Residential Land Partners.LimitMr Wright is the Chairman of the Audit and Risk Management Committee.MR M J McCORMACK BSURV GRAD DIP ENG MBA FAICD MANAGING DIRECTORAppoi

199、nted Managing Director 1 July 2006.Mr Michael(“Mick”)McCormack has been Chief Executive Offi cer of APA since 1 July 2005,and was appointed Managing Director on 1 July 2006.He carries overall responsibility for the performance of APA and itsmanagement team.Mr McCormack has extensive senior managemen

200、t experience in the energy transmission sector in Australia,with particular focus on gas transmission pipelines,where he has worked on the development of new and existing pipelines across Australia.Mr McCormacks entire career has been based in the energy transmission business.Prior to joining APA wh

201、en it fl oated in 2000,he spent 13 years with AGL where he held a range of senior management positions within its pipeline business.Mr McCormack is the Chairman of a range of APA subsidiary companies.Mr McCormack was appointed as a Director of GasNet on 10 November 2006.Mr McCormack is a Director on

202、 the board of the Australian Pipeline Industry Association,the Australian Brandenburg Orchestra and Envestra Limited.MS WAN SHAMILAH SAIDI BSC ACAALTERNATE INDEPENDENT NON-EXECUTIVE DIRECTORAppointed 21 October 2005.Ms Wan Shamilah Saidi is the General Manager,Finance Division of Petronas Gas Berhad

203、,a gas processing,transmission and utilities company listed on the Malaysian Stock Exchange.She is an alternate on the APL Board for Mr Muhammad.Ms Wan Shamilah Saidi holds a degree in Economics and Accounting from the University of Bristol,United Kingdom.Ms Shamilah is also a member of the Institut

204、e of CharteredAccountants in England and Wales and the MalaysianInstitute of Accountants.Ms Shamilah has been with Petronas since 1993 and has held various positions in Group Finance and the Corporate Planning and Development Division of Petronas.Prior to her current position,she was a manager withi

205、n the Business Development Unit responsible for the mergers and acquisitions activities for Petronas.Ms Shamilah currently sits on the board of severalcompanies in the Petronas Group.DistributionThe 2007 fi nal distribution of 7.0 cps,unfranked,is to be paid on 28 September 2007.The distribution is

206、made up of 5.0 cps income unfranked,and 2.0 cps tax deferred.Change of addressSecurityholders who have changed their address should advise the registry in writing.Direct payment to bank accountsDistributions may be paid direct to bank,building society or credit union accounts in Australia.Payments a

207、re electronically credited on the distribution payment date and confi rmed by post.Securityholders who wish their distributions to be paid electronically,must advise the registry in writing prior to the record date of the fi rst distribution payment that they wish to be paid by direct credit.Consoli

208、dation of securityholdingsSecurityholders who wish to consolidate their separate securityholdings into one account should advise the registry in writing.Tax File NumbersAustralian tax resident securityholders,including minors,should advise their Tax File Number(“TFN”),Australian Business Number(“ABN

209、”)or exemption details to the registry either by phone or in writing.If a TFN or ABN is not quoted and no exemption details are provided by a securityholder,APA is required by law to deduct tax at the top marginal rate of tax plus medicare levy,from the unfranked part of distributions paid to that s

210、ecurityholder.Distribution Reinvestment Plan(“DRP”)As an alternative to receiving cash distributions,securityholders may elect to participate in the DRP.The DRP enables securityholders to use cash distributions to purchase additional fully paid APA securities.If you would like to participate in our

211、DRP,contact Link Market Services Limited.Election of DirectorsIn August each year,securityholders will be notifi ed by announcement to ASX that they may nominate a person for election to the Australian Pipeline Limited(“APL”)Board as a non-corporate director.Once all nominations are received by the

212、required date,APL will advise securityholders of all candidates and present its nominations to the securityholders at the APA annual meeting.A majority resolution by securityholders on nominations will confi rm securityholders intentions.APL will then ensure that the successful candidates are electe

213、d to its Board.This report uses terms and abbreviations relevant to APAs activities and fi nancial accounts.A glossary of the terms and abbreviations used in this report is provided on this page.EnquiriesSecurityholders with enquiries about their holdings should contact the Registry:ABARE Australian

214、 Bureau of Agricultural and Resource EconomicsACCC Australian Competition and Consumer CommissionAGL The Australian Gas Light CompanyAPT or Trust Australian Pipeline Trust APA Group or APAThe stapled entities,Australian Pipeline Trust and APT Investment Trust,and their controlled entitiesAPA Victori

215、aComprises of GasNet gas transmission operations and Envestra gas networks operationsAPL Australian Pipeline LimitedAPTIT or Trust APT Investment TrustASX Australian Stock ExchangeBBSW Bank Bill Swap Reference RateCGP Carpentaria Gas PipelineCogeneration The simultaneous production of electrical ene

216、rgy plus heat from a single fuel source,such as natural gasCPI Consumer Price IndexCSG coal seam gas The extraction of natural gas from a coal seamEBIT Earnings before interest and taxEBITDA Earnings before interest,tax,depreciation and amortisationFinancial year The 12 months to 30 JuneGasNetGasNet

217、 Australia GroupGGT Goldfi elds Gas Transmission PipelineGTA Gas Transportation AgreementGTD Gas Transportation DeedIPO Initial Public OfferingInterconnect Lateral connecting Barnawatha to CulcairnkV KilovoltsLNG Liquid natural gasMSP Moomba to Sydney PipelineMW MegawattNational Gas Code National th

218、ird party access code for natural gas pipeline systemsNatural gas Naturally occurring hydrocarbons consisting mainly of methane,often associated with petroleumParmelia Gas Business Made up of the PGP,gas storage and gas processing businessesPGP Parmelia Gas PipelinePMA Pipeline Management Agreement

219、between Alinta and APAPJ PetajoulePJ/d Petajoule per dayRBP Roma to Brisbane PipelineSCP Gas Business Refers to SCP Investments(No.1)Pty Limited,the 88.2%owner of GGT,and the Parmelia Gas PipelineTJ TerajouleTJ/d Terajoule per day SecurityholderinformationToll Free:1800 992 312Outside Australia:+61

220、2 8280 7132Facsimile:+61 2 9287 0303E-mail:.auAddress:APA Group RegistryC/-Link Market Services LimitedLocked Bag A14Sydney South NSW 1235.GlossaryWESTERN AUSTRALIASOUTH AUSTRALIAVICTORIANORTHERNTERRITORYQUEENSLANDNEW SOUTH WALESTASMANIA82324152067192524272612428179112431851216292122141310APA GROUP

221、OWNS OVER 12,000 KM OF GAS TRANSMISSION PIPELINES AND OVER 21,400 KM OF GAS DISTRIBUTION NETWORKS THROUGHOUT THE COUNTRY Deliveringenergy1.VICTORIAN TRANSMISSION SYSTEM,NSW/VIC2.GOLDFIELDS GAS TRANSMISSION PIPELINE,WA3.PARMELIA GAS PIPELINE,WA4.MIDWEST PIPELINE,WA5.TELFER GAS PIPELINE,WA6.MOOMBA TO

222、SYDNEY PIPELINE SYSTEM,SA/NSW7.CENTRAL WEST PIPELINE,NSW8.ROMA TO BRISBANE PIPELINE,QLD9.CARPENTARIA GAS PIPELINE,QLD10.ALLGAS DISTRIBUTION NETWORKS,QLD/NSW11.AMADEUS GAS PIPELINE,NT12.PROPOSED BONAPARTE GAS PIPELINE,NT13.KOGAN NORTH GAS PROCESSING FACILITY,QLD14.TIPTON WEST GAS PROCESSING FACILITY,

223、QLD15.DAANDINE POWER STATION,QLD16.X41 POWER STATION,QLD17.LNG FACILITY,VIC18.MONDARRA GAS STORAGE FACILITY,WA19.MURRAYLINK INTERCONNECT,SA/VIC20.DIRECTLINK INTERCONNECT,NSW/QLD21.MURRIN MURRIN LATERAL,WA22.KALGOORLIE TO KAMBALDA PIPELINE,WA23.GLADSTONE TO MARYBOROUGH GAS PIPELINE,QLD24.ENVESTRA DIS

224、TRIBUTION NETWORKS,VIC/SA/QLD25.CAMS WATER AND WASTE WATER TREATMENT SERVICES,VIC26.SEAGAS PIPELINE,VIC/SA27.RIVERLAND AND MILDURA PIPELINES,SA/VIC28.SESA PIPELINE,VIC/SA29.ALICE SPRINGS GAS PIPELINE,NTAPA s assetsCOVER IMAGE:APA EMPLOYEES LAYING PIPEThe map above is illustrative only and may not be

225、 drawn to scale.Unless stated otherwise,all data contained on the map is based on imformation available at the publication date of this Annual Report.Financial Report2007BOOK 2APA GroupContentsCorporate Governance Statement 1AUSTRALIAN PIPELINE TRUST AND ITS CONTROLLED ENTITIES Directors report 10 I

226、ncome statement 29 Balance sheet 30 Statement of recognised income and expense 31 Cash fl ow statement 32 Notes to the fi nancial statements 33 Declaration by the Directors of Australian Pipeline Limited 75 Auditor s independence declaration 76 Independent Auditor report 77APT INVESTMENT TRUST AND I

227、TS CONTROLLED ENTITIES Directors report 79 Income statement 88 Balance sheet 89 Statement of changes in equity 90 Cash fl ow statement 91 Notes to the fi nancial statements 92 Declaration by the Directors of Australian Pipeline Limited 101 Auditor s independence declaration 102 Independent Auditor r

228、eport 103Additional stock exchange information Inside back coverAUSTRALIAN PIPELINE LTD ACN 091 344 704 AUSTRALIAN PIPELINE TRUST ARSN 091 678 778 APT INVESTMENT TRUST ARSN 115 585 441APA GroupAPA ANNUAL REPORT 07 1 Corporate governancestatementAPA Group(“APA”)comprises the stapled entities of Austr

229、alian Pipeline Trust(“APT”)and APT Investment Trust(“APTIT”).It is used to describe the business of the stapled entities and their controlled entities and,for the purposes of this statement,as the context requires.The Board of Directors(“Board”or“Directors”)of Australian Pipeline Limited(“APL”or“Res

230、ponsible Entity”),as Responsible Entity for APT,APTIT and the controlled entities is responsible for APAs corporate governance practices.The Board had conducted a review of the corporate governance practices following the publication of the ASX Corporate Governance Council“Principles of Good Corpora

231、te Governance and Best Practice Recommendations”(“Principles”),which became applicable to APA in the fi nancial year ended 30 June 2004.APA reviews its governance practices on an ongoing basis against the Principles.The ASX has recently released revised Principles which are effective for fi nancial

232、years after 1 January 2008.APL is considering the implications of the revised Principles on its corporate governance obligations.For maximum transparency,each of the ten Principles issued by the Australian Stock Exchange(“ASX”)has been responded to in turn.Principle 1Lay solid foundations for manage

233、ment and oversight by the BoardThe Boards responsibilities are encompassed in a charter,which is published on APAs website(“website”).The major roles it has defi ned to fulfi l its responsibilities to APAs securityholders(“securityholders”)and the community are to:(a)set the strategic direction of A

234、PA with management and monitor managements implementation of that strategy;(b)select and appoint(and,if appropriate,remove from offi ce)the Managing Director,determine his conditions of service and monitor his performance against established objectives;(c)ratify the appointment(and,if appropriate,th

235、e removal from offi ce)of the Chief Financial Offi cer and the Company Secretary;(d)approve conditions of service and performance monitoring procedures to apply to senior management;(e)monitor fi nancial outcomes and the integrity of reporting,in particular approve annual budgets and longer term str

236、ategic and business plans;(f)set specifi c limits of authority for management to commit to new expenditure,enter contracts or acquire businesses without prior Board approval;(g)ensure that effective audit,risk management and compliance systems are in place to protect APAs assets and to minimise the

237、possibility of APA operating beyond its constitution or beyond acceptable risk parameters;(h)establish and maintain a code of conduct(“code”);(i)monitor compliance with regulatory requirements(including continuous disclosure)and code;(j)review senior management succession planning and development on

238、 a regular basis;(k)provide effective and timely reporting to securityholders;and(l)oversee occupational health and safety and environmental management and performance.To assist the Board in carrying out its responsibilities,standing committees of its members have been established.They are:Audit and

239、 Risk Management Committee;and Nominations and Remuneration Committee.Directors appointed at the time of the public fl oat in 2000,have not received formal letters of appointment,though they have received less formal letters from the Chairman in response to their letter of consent to act as a Direct

240、or.All Independent Directors appointed since 2000,have received formal appointment letters.The Board delegates responsibility for implementing the strategic direction and managing the day-to-day operations of APA to the Managing Director.There are clear lines of communication established between the

241、 Chairman and Managing Director to ensure that the responsibilities and accountabilities of each are clearly understood.The Managing Director,Chief Financial Offi cer and other senior management have service contracts setting out their duties,responsibilities,conditions of service and termination en

242、titlements.Corporate governancestatement(continued)2 APA ANNUAL REPORT 07Principle 2Structure the Board to add valueThe Board determines its size and composition,subject to limits imposed by APLs constitution.The constitution provides for a minimum of three Directors and a maximum of 12.During the f

243、i nancial year,there were between six and seven Directors who were on the Board at any one time.Mr M J McCormack,the Chief Executive Offi cer of APA who was appointed Managing Director from 1 July 2006,was the only Executive Director.The other Directors were Non-executives.From July 2006 to August 2

244、006,there were six Non-executive Directors three Non-corporate Directors(all independents),a representative of Petronas(also an independent)and two representatives of The Australian Gas Light Company(“AGL”).From September 2006 to October 2006,there were fi ve Non-executive Directors three Non-corpor

245、ate Directors(all independents),a representative of Petronas(also an independent)and one representative of The Australian Gas Light Company.By 30 October 2006,all AGL representatives had resigned,although Mr Gersbach rejoined the Board as a Non-executive Director on 6 November 2006.From 28 August 20

246、07,the Board consisted of seven Non-executive Directors four Non-corporate Directors(all independents),and two representatives of Petronas(also independents).Mr Manharlal(George)Ratilal was appointed to the Board on 31 July 2007 as a second Petronas appointed Director.Mr Leonard Francis Bleasel was

247、appointed on 28 August 2007 as Chairman elect,following the announcement of Mr Bennetts intention to retire.From June 2004,securityholders have had the ability to nominate candidates for Non-executive Director positions on the Board in certain circumstances.Each of Messrs Gersbach,Ratilal and Blease

248、l,being casual appointments made by the Board prior to the 2007 annual meeting,will be eligible for re-election as Directors at the annual meeting in 2007,following their appointment as additional Directors during the year.In August each year,securityholders will be notifi ed by announcement to ASX

249、that they may nominate a person(s)for election to the Board.Securityholders have 15 days from the date of announcement to ASX to lodge a nomination form together with the relevant consent to act as a Director.Once nominations are received by the required date,APL advises securityholders of all candi

250、dates who have been validly nominated and presents its nominations to securityholders at the APA annual meeting,which is generally held in October each year.A majority resolution by securityholders on nominations presented to the APA meeting will confi rm securityholders intentions.A majority of the

251、 current members of the Board are“independent”within the ASX defi nition,to the extent that the components of that defi nition can be objectively assessed.Those members are Messrs G H Bennett(Chairman of the Board),R J Wright(Chairman of the Audit and Risk Management Committee),R A Higgins,M Muhamma

252、d and G Ratilal(the Petronas representatives).Mr R M Gersbach as a Non-executive Director is not considered to be independent by virtue of his provision of consultancy services during the fi nancial year.Mr M J McCormack,as Managing Director,is also not considered to be independent.APL has sought le

253、gal advice which confi rms the independence of the Petronas representatives under the ASX listing rules,on the basis that there are no signifi cant day to day business dealings between Petronas and APL,and that Petronas does not have any interest in APL.The Nominations and Remuneration Committee(“Co

254、mmittee”)of the Board comprises three non-executive Directors,Messrs G H Bennett(Chairman),R A Higgins and M Muhammad.Mr Gersbach stood down as a member of the Committee in February 2007.The terms of reference of the Committee are to:(a)ensure long-term people needs are met through effective talent

255、management and succession planning;(b)ensure clear alignment between the needs and requirements of key stakeholder groups(ie customers,securityholders and communities)and the objectives and values of APA;(c)reward APA people for high performance,and keep them committed and motivated;(d)encourage tea

256、mwork and shared learning;(e)foster growth of APA people to enable them to reach their full potential through performance management,development and training;(f)ensure compliance with relevant legislation and corporate governance principles on remuneration practices and employment policies;and(g)eff

257、ectively overview remuneration,including incentives and retirement benefi ts,for people at all levels,enabling APA to attract and retain people who create value for securityholders.APA ANNUAL REPORT 07 3 Corporate governancestatement(continued)The Committee met fi ve times during the fi nancial year

258、 ended 30 June 2007 and was attended by all members.The Committee may make use of external consultants if that is deemed appropriate.Succession planning for the Board is reviewed regularly,fi rst by the Committee and then by the Board.In considering potential new Directors to commend to shareholders

259、 of APL and securityholders,the Board seeks to identify candidates with appropriate skills and experience to contribute to the effective direction of APL,who can exercise an independent and informed judgement on matters which come to the Board,and who are free of any business or other relationship t

260、hat may interfere materially with the exercise of that independent judgement.The Chairman is selected by the full Board.The Managing Director is an Executive Director of APL and Chief Executive Offi cer of APA.The Directors,at any time during the fi nancial year or since,are listed below.A brief des

261、cription of current Directors qualifi cations,experience and special responsibilities is set out on pages 30 to 32 of Book 1:Mr G H Bennett FCA Independent ChairmanMr R M Gersbach BBus CPA Non-executive DirectorMr R A Higgins AO BEc FAICD Independent Non-executive DirectorMr M Muhammad MSc Independe

262、nt Non-executive DirectorMr R J Wright BComm FCPA Independent Non-executive DirectorMr M Ratilal MBA Independent Non-executive DirectorMr L F Bleasel AM FAICD FAIM Independent Non-executive DirectorMs Wan Shamilah Saidi Alternate Non-executive Director(Alternate for Mr M Muhammad)Mr Wan Zulkifl ee W

263、an Arrifi n Alternate Non-executive Director(Alternate for Mr M Ratilal)Mr M J McCormack BSurv GradDipEng MBA FAICD Managing DirectorMs J F McAloon BEc(Hons)LLB FCIS Non-executive Director Principle 3Promote ethical and responsible decision makingAPA has policies on ethical and responsible decision

264、making,including policies on security trading by Directors and staff,and on confl icts of interest.APAs code,which applies to Directors as well as employees,is available on the website.The code is important,but equally important is the encouragement of ethical conduct not just by edict,but also by e

265、xample,from all involved in APA.It is the Boards objective that all dealings with staff,customers,regulatory authorities and the community should be conducted honestly,fairly,diligently and in accordance with all applicable laws.Any departure from such practice is treated very seriously.APA has a fo

266、rmal policy on dealing in securities.The policy provides that Directors and staff may buy and sell APA securities only during the four week periods following the release to ASX of the half year and full year results and the annual meeting of APA,unless exceptional circumstances apply.In any case,Dir

267、ectors and staff are precluded from buying or selling securities at any time if they are aware of any price-sensitive information which has not been made public.Principle 4Safeguard integrity in fi nancial reportingAPA complies with all the ASX recommendations under this Principle.APLs costs incurre

268、d in acting as responsible entity are reimbursed by APA.The actual cost recovery is generally in the order of$1.5 million per annum.APL does not make a profi t,nor seek performance fees.The constitutions of APT and APTIT enable APL to charge fees up to 0.5%per annum of the value of gross assets,howe

269、ver,the right to charge this has been waived to the extent it exceeds APLs costs.The Managing Director and the Chief Financial Offi cer have,for many years,provided detailed written undertakings to the Board providing assurances that the consolidated entitys fi nancial reports present a“true and fai

270、r view”and are in accordance with relevant accounting standards.The Board has established an Audit and Risk Management Committee(“Committee”),comprising three Non-executive Directors,all with appropriate Corporate governancestatement(continued)4 APA ANNUAL REPORT 07experience.They are Messrs R J Wri

271、ght(Chairman),R M Gersbach and R A Higgins.Committee members qualifi cations are disclosed on pages 3032 of Book 1.The Managing Director,Chief Financial Offi cer,Company Secretary and General Manager Corporate,Chief Operating Offi cer,and External Auditor attend Committee meetings at the discretion

272、of the Committee.The Committee also meets privately with the External Auditor without management present.The minutes of each Committee meeting are reviewed at the subsequent meeting of the Board and the Chairman of the Committee reports on the Committees conclusions and recommendations.The Committee

273、 held four meetings during the fi nancial year ended 30 June 2007.The details of meetings attended by each member are set out in each Annual Report.The role and responsibilities of the Committee are to:(a)recommend to the Board the appointment of the External Auditor and its fees;(b)review and/or ev

274、aluate:the audit plan of the External Auditor;the performance of the External Auditor;the provision of non-audit services by the External Auditor,including the quantum of fees and the types of activities performed;the effectiveness of the internal review processes;the management letters from the Ext

275、ernal Auditor and managements responses;the adequacy and effectiveness of the reporting and accounting controls of APA;the fi nancial reports to be made to securityholders and/or the public prior to their release;APAs exposure to business risks;reports from management,the compliance service provider

276、 and/or the External Auditor concerning any signifi cant regulatory,accounting or reporting development to assess potential fi nancial reporting issues;the adequacy of risk management strategies in relation to the maintenance,operations or replacement of assets of APA(and make recommendations to the

277、 Board);andthe adequacy of risk management strategies in relation to any statutory or policy requirements,including environment,and occupational health and safety(and make recommendations to the Board);(c)approve and recommend acceptance to the Board of:all signifi cant accounting policy changes;APA

278、s taxation position;andhalf yearly and annual fi nancial statements;(d)determine that no restrictions are being placed upon either the internal review processes or the External Auditor;(e)monitor the standard of corporate conduct in areas such as arms length dealings and likely confl icts of interes

279、t;(f)direct any special projects on investigations deemed necessary by the Board;and(g)perform other duties as directed by the Board,from time to time.Principle 5Make timely and balanced disclosureA continuous disclosure regime operates throughout APA.The continuous disclosure policy is posted on th

280、e website.Policies and procedures are in place to ensure matters which a person could reasonably expect to have a material effect on the security price,are announced to ASX in a timely manner.The Company Secretary is the nominated Continuous Disclosure Offi cer and reports to the Board quarterly on

281、matters notifi ed to ASX.In addition,direct reports to the Managing Director confi rm in writing to the Board,on a quarterly basis,that matters which might need to be disclosed have been brought to the attention of the Continuous Disclosure Offi cer for review.In the event a decision is made not to

282、notify ASX of a particular event or development,the reasons for non-notifi cation are advised to the Board.Directors receive copies of all announcements immediately after notifi cation to ASX.All announcements are posted on the website.Principle 6Respect the rights of securityholdersAPA endeavours t

283、o keep its securityholders fully informed of matters likely to be of interest to them.It does this through:reports to ASX and the press;half year and full year profi t announcements;a periodic newsletter;annual reports;APA ANNUAL REPORT 07 5 Corporate governancestatement(continued)release to ASX of

284、information provided to analysts;andwebcasting of half year and full year accounts presentations.All the above are notifi ed on the website.Securityholders are given the opportunity to provide their email addresses to APA to enable them to receive reports and announcements to ASX without delay.At th

285、e annual meeting,the Chairman encourages questions and comments from securityholders and seeks to ensure the meeting is managed to give the maximum number of securityholders an opportunity to participate.In the interests of clarity,questions on operational matters may be answered by the Managing Dir

286、ector or another appropriate member of senior management.The External Auditor attends APAs annual meeting and is available to respond to questions about the conduct of the audit and the preparation and content of the Independent Audit Report.Principle 7Recognise and manage riskAny business faces a w

287、ide variety of risks depending on the nature of its operations and the regions within which it operates.APA has a formal enterprise-wide risk program based on Standards Australias AS/NZS 4360(Risk Management).This program is supported by APAs Risk Management Statement,which has been endorsed by the

288、Board on the recommendation of the Managing Director and the Audit and Risk Management Committee.All outstanding audit issues are monitored through to satisfactory completion.The External Auditor also reports fi ndings on relevant risk issues to the Audit and Risk Management Committee and to the Boa

289、rd on a half yearly basis.The system of risk management and internal control ensures compliance with the policies established by the Board.This system underpins the integrity of the fi nancial statements and the operation and management of APAs assets.Financial risk managementThe ongoing review of c

290、ontrol systems is supported by a system of regular internal reviews to ensure that the accounting functions operate effectively.This review,which is performed on a half yearly basis,ensures that the fi nancial systems and controls and procedures are appropriate.Operational and asset managementAPA en

291、sures the integrity of its infrastructure assets through the implementation of asset specifi c Safety and Operating Plans(“SAOPs”),Safety,Reliability,Maintenance and Technical Management Plans(“SRMTMP”)and other measures that comply with the conditions of the relevant operation and Australian Standa

292、rd i.e.AS 2885.3 Pipelines Gas and Liquid Petroleum Part 3:Operations and Maintenance.These SAOPs detail the policies for personnel,the public and environmental protection as identifi ed in risk assessments satisfying Australian Standard AS 2885.1 Pipelines Gas and Liquid Petroleum Part 1:Design and

293、 Construction.The plans include measures to protect pipeline assets,promote public awareness of the pipelines,operate and maintain the pipelines safely,respond to emergencies,prevent gas escapes,carry out inspections and ensure that plans and procedures continue to comply with engineering design.Eac

294、h SAOP is reviewed and updated every two years if signifi cant incremental change has occurred.The risk assessments are reviewed and updated to coincide with any change in use of the relevant pipeline and at intervals not exceeding fi ve years.The SAOPs for each of the NSW and QLD pipelines are audi

295、ted annually by qualifi ed external auditors.In Western Australia the requirements of SAOPs are met in the Safety Case that is prepared for the Goldfi elds Gas Transmission Pipeline and related laterals.The Parmelia assets SAOP requirements are met by a Safety Management System(“SMS”)that will be co

296、nverted to a Safety Case approach in the future.Each Safety Case and SMS is audited regularly by the State technical regulator.In Victoria,all pipeline assets are covered under a Safety Case with Energy Safe Victoria.The Safety Cases include a formal safety assessment according to AS 2885 and AS 436

297、0 and a SMS which applies to all operations.The Safety Case is audited twice yearly by Energy Safe Victoria and an internal audit program is conducted of key aspects of the SMS.The Safety Case is reviewed annually to account for incident history,when signifi cant changes occur and every fi ve years

298、as required by Regulation.In the Northern Territory,APA relies on the SAOPs of NT Gas as the operator of these pipelines.APA ensures the integrity of gas processing plant assets through the implementation of asset specifi c Safe Operating and Maintenance Procedures(“SOMPs”)complying with the conditi

299、ons of the relevant licence and Australian acts,codes and standards.These SOMPs detail Corporate governancestatement(continued)6 APA ANNUAL REPORT 07the policies for personnel,the public and environmental protection as identifi ed in risk assessments satisfying AS 4360:2004 Risk Management.APA ensur

300、es the integrity of the high voltage electrical interconnector assets through the implementation of a SRMTMP.The SRMTMP outlines the actions,procedures,and accountabilities necessary to ensure compliance with the conditions of the relevant licence and Australian acts,codes,standards and company poli

301、cies.For the LNG Facility,safety management is achieved through the Major Hazard Facility Safety Case with WorkSafe Victoria.The Safety Case is also reviewed following any signifi cant incident or for any signifi cant change to the Facility.WorkSafe conducts regular site visits to overview the imple

302、mentation of the Safety Case and conducts an annual audit for compliance.Managing Director and Chief Financial Offi cer certifi cationThe Managing Director and Chief Financial Offi cer have provided the Board with written declarations that:the statement given to the Board on the integrity of APAs fi

303、 nancial statements and operating and asset management is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board;andAPAs risk management and internal compliance and control system is operating effi ciently and effectively i

304、n all material respects.Principle 8Encourage enhanced performanceA formal review process to assess Board performance is undertaken annually in June.The review involves completion of a questionnaire by each Board member to assess the performance of Board Committees and the Board as a whole.Using the

305、services of an independent third party to collate the responses,the Board then meets to discuss and consider the results and make recommendations.The performance review covers the role of the Board and its Committees,their composition,how the Board operates,how Board members interact,the effectivene

306、ss of the Chairman in leading the Board,and Board performance generally.The review continues to indicate sound operation in all key areas.This year,in view of the changes to Directors,a review has been delayed until the end of the calendar year 2007.APA has processes in place to review the performan

307、ce of senior management.Arrangements are formal and quantitative.Each senior manager,including the Managing Director,has personal objectives as well as objectives related to business units and APA as a whole.They are assessed against those objectives on an annual basis,or more frequently if that is

308、indicated.A more detailed outline is set out in the Directors Report.The assessment and monitoring of the Managing Director are handled by the Chairman with the assistance of the Nominations and Remuneration Committee.A full report is provided to,and discussed in detail by,the Board.Assessment and m

309、onitoring of other senior managers are handled by the Managing Director who reports in detail to the Chairman and the Nominations and Remuneration Committee.Each year,the Board devotes time to consider broad corporate governance matters,including the continuing relevance of existing Committees and t

310、o reviewing its own performance.The Chairman is responsible,in the fi rst instance,for monitoring the contribution of individual Directors and counselling them on any areas for improvement.Subject to normal privacy requirements,Directors have unfettered access to APAs records and information,and to

311、the Company Secretary and other relevant senior offi cers.They receive regular detailed reports on fi nancial and operational aspects of APAs business and may request elaboration or explanation of those reports at any time.Each Director also has the right to seek independent professional advice at A

312、PAs expense.Prior approval of the Chairman is required,but this may not be unreasonably withheld.Directors and senior management are encouraged to broaden their knowledge of APAs business and to keep abreast of developments in business more generally by attendance at relevant courses,seminars,confer

313、ences both in Australia and overseas.APA meets expenses involved in such activities.Principle 9Remunerate fairly and responsiblyThe Board has established a Nominations and Remuneration Committee(“Committee”)to consider and report on,among other things,remuneration policies and packages applicable to

314、 Board members and to senior managers of APA Group.Three Non-executive Directors,Messrs G H Bennett(Chairman),R A Higgins and M Muhammad are members of the Committee,which meets at least twice during the year.APA ANNUAL REPORT 07 7 Corporate governancestatement(continued)The full terms of reference

315、of the Committee are detailed under Principle 2.The Managing Director attends meetings of the Committee by invitation when required to report on and discuss senior management performance and other remuneration matters.The Committee can seek external professional advice on any matter within its terms

316、 of reference.Egan Associates was engaged to review Non-executive Director and Executive compensation and benchmarking during the fi nancial year.Remuneration of Non-executive DirectorsNon-executive Directors receive fees determined by the Board,acting on advice of the Committee.External professiona

317、l advice is sought in determining Directors fees to ensure they are appropriate relative to fees paid by comparable listed companies.The Board has available to it data on fees paid by a wide range of companies.Non-executive Director remuneration comprises a base fee,superannuation guarantee contribu

318、tions,a Due Diligence Committee attendance fee and an additional fee for the Chairman of the Audit and Risk Management Committee.Fee increases of the Directors are approved by the shareholders of APL.The last increase in fees to Non-executive Directors was made in July 2006 and was approved at a gen

319、eral meeting held in September 2006.Non-executive Directors fees are benchmarked in June each year against fees paid by similar companies in the S&P/ASX 200 index to ensure relativities are maintained and best practices adhered to.Non-executive Directors do not receive incentive payments of any type

320、.Two of the Directors,Messrs G H Bennett and R J Wright,had as a condition of their service with APL,an entitlement to a deferred benefi t payable at retirement from the Board.After three years service,a Director was entitled to the equivalent of the emoluments received over the most recent 12 month

321、s.After ten years service,the entitlement rose to the equivalent of emoluments received during the most recent three years.No additional entitlement accrued after ten years.For periods between three and ten years,the entitlement was calculated on a pro-rata basis.In 2003,the Board terminated the ret

322、irement benefi t program.The benefi ts that had already accrued under the program are now payable on retirement of the Directors who participated in the retirement benefi t program.No options or securities have been issued to Directors as a consequence of their position as Directors.Remuneration of

323、Managing Director and other key management personnelFor the purposes of this report,the remuneration details of Mr M J McCormack as Managing Director are included with the remuneration details of the other key management personnel in the Annual Report.Principle 10Recognise the legitimate interests o

324、f stakeholdersAPAs code sets out the behaviour required of Directors,employees and contractors.The code provides a mechanism to enable employees to report breaches of the code without any fear of retribution.The full code is published on the website.APA also has a Whistleblowers Policy.This policy c

325、overs the procedures for dealing with reports of suspected improper conduct within APA.It also addresses the protection of individuals making those reports.This policy is consistent with the whistleblower provisions of the Corporations Act 2001,(Part 9.4AAA)and the Australian Standard AS 8004.2003.C

326、orporate governancestatement(continued)8 APA ANNUAL REPORT 07ASX Corporate Governance Council Best Practice Recommendations ASX principleComply(Yes/No)Principle 1Lay solid foundations for management and oversight by the Board1.1Formalise and disclose the functions reserved to the Board and those del

327、egated to the managementYesPrinciple 2Structure the Board to add value2.1A majority of the Board should be Independent DirectorsYes2.2The Chairman should be an Independent DirectorYes2.3The roles of the Chairman and Managing Director should not be exercised by the same individualYes2.4 The Board sho

328、uld establish a Nomination CommitteeYes2.5Provide the information indicated in the Guide to Reporting on Principle 2YesPrinciple 3Promote ethical and responsible decision making3.1Establish a Code of Conduct to guide the Directors,the Managing Director,the Chief Financial Offi cerand any other key e

329、xecutives as to:3.1.1 the practices necessary to maintain confi dence in APAs integrity;andYes3.1.2 in conjunction with 3.1.1 and 7.2.2,the responsibility and accountability of individuals for reporting and investigating reports of unethical practicesYes3.2Disclose the policy concerning trading in A

330、PA securities by Directors,offi cers and employeesYes3.3Provide the information indicated in the Guide to Reporting on Principle 3YesPrinciple 4Safeguard integrity in fi nancial reporting4.1Require the Managing Director and the Chief Financial Offi cer to state in writing to the Board that the fi na

331、ncial reports present a true and fair view,in all material respects,of APAs fi nancial condition,and that the operational results are in accordance with relevant accounting standardsYes4.2The Board should establish an Audit CommitteeYes4.3Structure the Audit Committee so that it consists of:only Non

332、-executive Directors;a majority of Independent Directors;an Independent Chairman,who is not Chairman of the Board;andat least three membersYesYesYesYes4.4The Audit Committee should have a formal charterYes4.5Provide the information indicated in the Guide to Reporting on Principle 4YesPrinciple 5Make

333、 timely and balanced disclosure5.1Establish written policies and procedures designed to ensure compliance with ASX Listing Rules disclosure requirements and to ensure accountability at a senior management level for that complianceYes5.2Provide the information indicated in the Guide to Reporting on Principle 5 YesPrinciple 6Respect the rights of securityholders6.1Design and disclose a communication