COHI'OHATION CAPITAL ALLIANCE G VERNANCE MANU L

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1 COHI'OHATION CAPITAL ALLIANCE G VERNANCE MANU L

2 VERSION CONTROL Sept-2009 Draft fr Review SM PO Dec-2009 Final Draft SM CM January Final SM Acting CFO :WK VERSION DATE DESCRIPTION PREPARED APPROVED 2

3 CONTENTS PAGE 1 INTRODUCTION BACKGROUND WATER CORPORATION ALLIANCE GOVERNANCE STRUCTURE Water Crpratin Owner/Client -Water Crpratin Crpratin's Representative [refer t Annexure A] Alliance Prject Directr [refer t Annexure C] Prtcl Owners The Alliance Alliance Lead Team...11 Nn Owner Participant (NOP) Water Crpratin's AL T members [refer t Annexure B] Duties f the AL T...12 Scpe f the ALT Alliance Manager Alliance Management Team Relatinship Manager [refer t Annexure D] Finance Manager [refer t Annexure E] Engineering Interface Manager [refer t Annexure F] Alliance Delivery Team SYSTEMS AND PROCESSES Access t Water Crpratin's Systems Perfrmance Agreements Cmmunicatin Partner Delivery Prtcls Reprting Mnthly Reprting by the Alliance t Water Crpratin

4 4.5.2 Internal Alliance Reprting Perfrmance Mnitring..., Water Scres White Cllar Reprts AUDITS AND COMPLIANCE...22 ANNEXURE A: WATER CORPORATION'S REPRESENTATIVE...23 ANNEXURE B: WATER CORPORATION ALT MEMBER [INCLUDING THE CHAIR]...24 ANNEXURE C: ALLIANCE PROJECT DIRECTOR...26 ANNEXURE D: RELATIONSHIP MANAGER...29 ANNEXURE E: FINANCE MANAGER...30 ANNEXURE F : ENGINEERING INTERFACE MANAGER

5 GLOSSARY Alliance means a cmmercial framewrk between an Owner(s) and Service Prvider(s) r Nn-Owner Participants fr a prject(s) r prgram(s) r wrk characterised by cllective risk sharing, a n fault, n blame, n dispute culture, a risk/reward scheme, unanimus decisin making, direct cst reimbursement n 100% pen bk basis, principle based decisin making and an integrated prject and management team selected n the basis f best persn fr the jb. Alliance Gvernance Management Plan means a plan prepared by the Alliance and apprved by the Alliance Lead Team which defines hw the Alliance will manage its gvernance under the Alliance Agreement. Alliance Delivery Team as defined in Sectin Alliance Develpment Agreement r ADA phase means stage 2 f the selectin prcess, the purpse f which was fr the NOPs t, amng ther things, prepare the Final Prpsal and fr the Crpratin t select the 'Successful Prpnent' t enter int the Agreement. Alliance Lead Team ralt as defined in Sectin Alliance Manager as defined in Sectin Alliance Management Team r AMT as defined in Sectin Alliance Participants means the Crpratin and the NOPs r any f the Crpratin r a NOP, as the case requires. Alliance Prject Directr as defined in Sectin Crpratin's Representative r CR as defined in Sectin Engineering Interface Manager as defined in Sectin Finance Manager as defined in Sectin Gvernance means practices t ensure that the Water Crpratin acts with high standards f crprate behaviur and in the best interests f its stakehlders. NOPs r Nn Owner Participants means all parties t the alliance agreement excluding the Water Crpratin (wh is the Owner f the asset(s). Owner r Client as defined in Sectin Partner Delivery Prtcls are guidelines fr the Alliance when develping its wn plicies and prcedures which identify key rles, resurces, respnsibilities and apprval timeframes and are aimed at ensuring that apprpriate gvernance, systems and prcedures are in place fr successful prject delivery. Perfrmance Agreement means an agreement, fllwing a discussin between an emplyee and his/her manager, which sets ut an emplyee's bjectives and key measures. Prtcl Owners as defined in Sectin Relatinship Manager as defined in Sectin TOC being the ut-turn estimate submitted by the NOPs in their Final Prpsal t achieve the minimum cnditins f satisfactin including all Direct Csts and Margin and Cntingencies required t perfrm the wrk under the Alliance Agreement in accrdance with the Alliance Agreement, which has been apprved by the Crpratin. 5

6 Water Crpratin's Systems mean the Water Crpratin's systems and prcedures in cnducting day t day business. Water Scres as defined in Sectin White Cllar Reprt as defined in Sectin

7 1 INTRODUCTION This Capital Alliance Gvernance Manual establishes the framewrk fr Alliance gvernance fr the Water Crpratin. It sets the standards fr the way in which the Water Crpratin manages its Alliances and prvides guidance n Alliance gvernance and its implementatin fr staff wrking within and interfacing with Alliances. All Alliances are required t have a rbust gvernance plan adpted, implemented and regularly mnitred. Such gvernance plans will be based n this framewrk but will als be cnstructed t meet the needs f the specific Alliance Agreement. 2 BACKGROUND 2.1 Alliances Water Crpratin has used Alliance cntracting as ne f its capital and peratinal and maintenance delivery methds since the mid 1990s. It is hwever a relatively recent develpment in cntracting and stems frm a need within the cnstructin industry t strive fr imprved efficiency. Essential features f an Alliance cntract include the fllwing: " aligned bjectives; nn-adversarial with a win-win utcme defined by the cmmercial framewrk; " risk shared cllectively by all participants; unanimus decisin-making and gvernance by principles; and an ALT in accrdance with an agreed set f managed by an integrated team cmprising members frm all participant rganisatins selected n a best fr prject basis. Water Crpratin uses three types f Alliance Agreements fr delivery: Prject Alliance Prject Alliances are established either thrugh a cmpetitive prcess, a single prpnent grup r a number f independent prpnents. The preference is fr Alliance participants t present as a single entity with a single margin. Such an Alliance will have a defined scpe. Prgram Alliance t carry ut a number f agreed prjects This type f Alliance is established fr a number f specific prjects, and a defined scpe fr each prject is established during the ADA phase. Prgram Alliance t carry ut prjects fr a set perid f time A Prgram Alliance includes a number f prjects t be carried ut during a set perid f time. These prjects may nt be clearly defined during the ADA phase; and the Alliance Agreements will allw fr additinal prjects t be included in the Alliance. Due t the nature f this type f cntract strategy, it is imprtant that the gvernance framewrk bth within the Alliance and between the Alliance and the Owner/Client is well defined and managed. 7

8 2.2 Gvernance Water Crpratin has defined gvernance as "A framewrk f rules, relatinships, systems and prcesses by which authrity is exercised and cntrlled in alliances. It encmpasses the mechanisms by which alliances, and thse in cntrl, are held t accunt" mdified frm riginal definitin by Justice Owen (HIH Ryal Cmmissin). Crprate gvernance is abut the exercise f cntrl ver rganisatins. The Alliance gvernance framewrk cmprises the rules, relatinships and systems and prcesses within which the Alliance perates. It articulates the bjectives, pwers, functins, bligatins, limitatins and relatinships f the Alliance. This Alliance Gvernance manual has been cnstructed in accrdance with the Water Crpratin's Crprate Gvernance Framewrk which is illustrated belw. " Rules The Alliance Agreement prvides the primary rules within which the Alliance will perate. All ther Water Crpratin related legislatin, regulatins, plicies and prtcls als frm part f the rules which will apply t the Alliance. " Relatinships There are bth internal and external relatinships which the Alliance will be required t manage. Internal: Alliance Lead Team, Alliance Management Team, Nn-Owner Participants and Water Crpratin External : Regulatrs, Cmmunity, Sharehlder, Cntractrs and Suppliers Systems and Prcesses Each Alliance will have its wn systems and prcesses which will be captured within the gvernance plan and will include accuntabilities, respnsibilities, duties, prcedures and reprting. All Water Crpratin emplyees are required t take nte f the Water Crpratin Accuntabilities Framewrk which prvides clear directin fr the management f business prcesses thrugh Crprate and Line Accuntabilities. This framewrk is linked t the varius prtcl wners within the Crpratin and establishes the "tuch pints" where actins r decisins require the Alliance t liaise with Water Crpratin. Water Crpratin's Crprate Gvernance Framewrk Alliance Agreement Acts Regulatins Plicies Prtcls Internal ALT AMT NOPs Water Crpratin External Regulatrs Cmmunity Sharehlder Cntractrs Suppliers Accuntabilities Respnsibilities Duties Prcedures Reprting Figure 1 Water Crpratin's Crprate Gvernance Framewrk 8

9 The Water Crpratin's Crprate Gvernance Framewrk is based n the ASX Crprate Gvernance Principles and Recmmendatins, which are as fllws: t lay slid fundatins fr management and versight; t structure the bard t add value; " t prmte ethical and respnsible decisin-making; t safeguard integrity in financial reprting; t make timely and balanced disclsure; t respect the rights f sharehlders; t recgnise and manage risk; and t remunerate fairly and respnsibly. T fllw sme f these principles the fllwing pre-requisites shuld be established fr each Alliance structure: establish clear accuntabilities and respnsibilities fr each f the parties. ensure that all parties understand their wn accuntabilities and respnsibilities, and thse f the ther parties; have an effective gverning bdy, i.e. the AL T; ensure that there are effective mnitring arrangements which link t the interests f the Water Crpratin; have effective cmmunicatin and cnstructive relatinships between the Alliance Participants; ensure timely and apprpriate reprting; establish sund dcumentatin prcesses; and entrench sund risk management practices. 9

10 3 WATER CORPORATION ALLIANCE GOVERNANCE STRUCTURE 3.1 Water Crpratin Water Crpratin has develped a standard structure fr gvernance f its Alliances. This structure shws the cmmercial framewrk between the Water Crpratin and the Alliance. The AL T can nly make decisins within the bundaries f the Alliance Agreement. Decisins which are beynd the mandate f the AL T i.e. nt within the bundaries f the. Alliance Agreement must be referred t the Crpratin's Representative fr cnsideratin. ALLIANCE GOVERNANCE STRUCTURE ~-~~~~~~~A-lli_~_CE~~~~~~---) WATER CORPORATION (01'\~-jERJCLIENT) Best fr Prject Alli~CELEAD TEAM ALLIANCE MANAGER AlliANCE MANAGEMENT TEAM AlliANCE DELIVERY TEAM we [Technical Chailpersn) we Relatinship Manager ~~-NOP~)~~we_) I I I I I I I I I I I I I I CORPORATION'S REPRESENTATIVE AlliANCE PROJECT DIRECTOR PROTOCOL OWNERS Asset Management Estimating Occupa!nal Safety &Health Bmnding Prcurement Financial Evaluatin Capilallnvestment Prject Cntrls Financial Management Cmmunicatins Research &lmv!iin Human Resurces Cntinuus Imprvement Infrmatin Management Rs\ Management Crpmte Real Estate lnfrastructurede~gn SCADA&PCSWrks Dnn~ng Water Quality legal Services Wastewater Envilnment Management Rev~VI &Audit Figure 2 Water Crpratin's Alliance Gvernance Structure Owner/Client -Water Crpratin Water Crpratin is the Owner f the assets t be delivered by the Alliance and pays the Nn-Owner Participants fr the delivery f the Alliance bjectives based n the cmmercial terms in the Alliance Agreement. 10

11 3.1.2 Crpratin's Representative [refer t Annexure A] The Crpratin is represented by the Crpratin's Representative (CR). The CR fr the capital wrks Alliances is either the General Manager: Planning and Infrastructure Divisin (GM P&l) r the Chief Operating Officer (COO). The key rle f the CR is t represent the interests f the Water Crpratin t ensure that the Alliance delivers fit fr purpse, value fr mney assets and any ther specific bjectives set ut in the Alliance Agreement Alliance Prject Directr [refer t Annexure C] The CR will appint a Alliance Prject Directr (APD) t assist the CR in fulfilling the CR's duties n a day t day basis. The APD plays a pivtal influencing rle t ensure that the ALT and the Alliance Manager are delivering the prject in the best interests f the Water Crpratin as wner. The APD wrks clsely with the Alliance Manager, Relatinship Manager and Water Crpratin's ALT members and is als an bserver at all AL T meetings Partner Delivery Prtcl Owners There are 23 partner delivery prtcl wners within Water Crpratin, each f whm has established a prtcl fr a key interface area between the Alliance and Water Crpratin. The Alliance is required t liaise with the prtcl wner thrugh the Relatinship Manager t cnfirm prtcls and internal plicies and standards. The prtcls have been develped t identify the key rles, resurces, respnsibilities and apprval timeframes and are aimed at ensuring that apprpriate gvernance, systems and prcedures are in place fr successful prject delivery. The verall philsphy fr the prtcls is t prvide a 'n surprises' apprach, ensuring the Water Crpratin and Partner rganisatins are kept engaged where and when apprpriate t achieve acceptable prject utcmes. 3.2 The Alliance The Alliance generally has three levels f management: " Alliance Lead Team (ALT) " Alliance Management Team (AMT) Alliance Delivery Team [referred t in sme instances as the Integrated Prject Team] Alliance Lead Team The AL T is cmprised f representatives frm each f the participating rganisatins in the Alliance. The ALT members are expected t act as directrs f a bard wh are tasked with prviding crprate gvernance and leadership t the Alliance. The ALT is respnsible fr tw brad areas being business perfrmance and cmpliance perfrmance. Nn Owner Participant (NOP) The Water Crpratin enters int the Alliance with the NOPs. The relatinship between the Water Crpratin and the NOPs is set ut in the Alliance Agreement. Water Crpratin's ALT members [refer t Annexure B] The AL T shall have a brad range f skills similar t directrs f a bard. The Water Crpratin will establish and maintain a pl f ptential ALT members equipped with the necessary technical and cmmercial skills t be appinted t AL T's. 11

12 The Water Crpratin will be represented by tw emplyees appinted in writing t the AL T f each Alliance ne with a technical fcus and the ther with a strng cmmercial backgrund, skills and experience. One f the Water Crpratin representatives will be appinted as the Chair f the ALT. It is imprtant that ALT members are able t dedicate sufficient time in rder t effectively fulfil the requirements f the rle. It is expected that AL T members will need t spend in the rder f fur t eight days per mnth t meet this bligatin, depending n the phase f the prject. AL T members will be prvided with an inductin and apprpriate training t assist them in perfrming their rles and they will als participate in the Water Crpratin AL T frums. Alliance training material is currently available t Water Crpratin appinted AL T members. Duties f the ALT Their duties are similar t the duties f Water Crpratin directrs and are set ut in the Alliance Agreement and is further determined thrugh Schedule 2 f the Water Crpratin Act, These duties include the fllwing: Duty t act hnestly; a Duty t exercise reasnable care and diligence; Duty nt t make imprper use f infrmatin; Duty nt t make imprper use f psitin; and Fiduciary duty. The AL T member is bliged t be familiar with bth the Water Crpratin's visin and values statement as well as the Alliance Agreement and gvernance structure. Scpe f the ALT's rle The AL T's primary respnsibility is t ensure that the Alliance runs as smthly and as efficiently as pssible having regard t the undertakings, cmmitments and bligatins made and set ut in the Agreement. The ALT will, as a general rule, deal nly with matters: f plicy, a f alliance culture ; r relating t substantial issues r activities t be undertaken by the Alliance Participants. The AL T is respnsible fr prviding leadership, gvernance, ensuring perfrmance and securing value fr mney fr the Alliance. Ptential Cnflict f Interest and Related Party Transactins AL T representatives must fully disclse any actual r ptential persnal cnflict f interest they may have in respect f any actin, decisin r determinatin t be taken r made by the AL T befre the AL T cnsiders any actin r makes a decisin r determinatin n that matter... In the absence f the relevant representative, the AL T will determine, adpting best crprate gvernance practices, whether the representative has an actual persnal cnflict f interest and if s will determine the Best fr Prject curse f actin t reslve it. 12

13 Where an AL T representative, n the grunds f a persnal cnflict f interest, is excluded frm any discussin r determinatin arising ut f r in cnnectin with the acts, events r circumstances creating the persnal cnflict f interest, then any such discussin r determinatin cannt prceed: at the AMT meeting until the persn wh is excluded n the grund f a persnal cnflict f interest excuses him r herself and is replaced by an apprpriate persn n a best fr prject basis; and at the AL T meeting until at least tw (2) representatives frm the Crpratin (r substitute where the member with the cnflict is a Crpratin representative) and ne (1) representative frm each NOP nt affected by the persnal cnflict f interest attend the ALT meeting. Where there is a crprate cnflict f interest r a ptential related party transactin, the AL T member must fully disclse any actual r ptential cnflict. The AL T must cnsider the disclsure f the crprate cnflict f interest and determine, adpting best crprate gvernance practices, n a Best fr Prject basis, the reslutin f the cnflict f interest. Differentiatin between the AL T and the AMT The AMT reprts t the AL T via the Alliance Manager. The AL T is respnsible fr tw brad areas being business perfrmance and cmpliance perfrmance. The AL T is nt invlved in the day t day management f the Alliance. The Alliance Manager reprts directly t the ALT. The AL T will cnduct peridic perfrmance and develpment reviews f the Alliance Manager's perfrmance and prvide feedback t the NOPs and the Water Crpratin as the client Alliance Manager The Alliance Manager is appinted by the ALT. " The rle f the Alliance Manager is t lead the AMT, reprt directly t the ALT and take respnsibility fr directin f the managers in the AMT. The AL T will set the Alliance Manager's authrisatin levels. While undertaking the rle, the Alliance Manager must reprt exclusively t the ALT. The AL T will cnduct peridic perfrmance and develpment reviews f the Alliance Manager's perfrmance f his/her rle in the Alliance Alliance Management Team The ALT appints the Alliance Management Team (AMT) which is managed by the Alliance Manager. AMT members are appinted t the AMT frm Water Crpratin, the NOP rganisatins r frm utside these rganisatins n a best fr prject basis. During the ADA phase, the Crpratin's Representative can nminate certain Water Crpratin persnnel t be appinted t the AMT t undertake particular rles. The Alliance Agreement sets ut the members f the AMT. The members can hwever be changed by the ALT. Fr efficiency, the maximum number f AMT members is set at seven. Inductin and training will be prvided t all Crpratin emplyees appinted t the AMT. 13

14 3.2.4 Relatinship Manager [refer t Annexure D] " The Relatinship Manager (RM) is appinted frm within Water Crpratin's Prject Management Branch and : is respnsible fr facilitating cmmunicatin between the Water Crpratin, the Alliance and ther external stakehlders. reprts t bth the Alliance Manager and has a functinal line t the Alliance Prject Directr. is a "hands-n" member f the Alliance prviding expertise in the delivery f infrastructure assets n behalf f the Water Crpratin. may be a member f the AMT and wrks clsely with ther Alliance members and line reprts t the Alliance Manager n a day t day basis where applicable. prvides essential stakehlder management fr all day t day wrk perfrmed by the Alliance and ensures the Water Crpratin interests are maintained thrughut the delivery f infrastructure assets. " wrks clsely with the Water Crpratin's Relatinship Cntracting Supprt Manager in the develpment and refinement f Relatinship Cntracting supprting systems and prcedures fr the Alliance Finance Manager [refer t Annexure E] The Finance Manager is appinted by Water Crpratin and is respnsible fr all the financial accunting, reprting and prvides advice t the AL T n financial gvernance. The Finance Manager : shall reprt t the Alliance Manager; shall attend AL T meetings t supprt the AL T; and be a member f the AMT Engineering Interface Manager [refer t Annexure F] In sme Alliances an Engineering Interface Manager is appinted by the Crpratin and this persn sits either n the AMT r is a member f the Alliance Delivery Team. The Engineering Interface Manager is tasked with : " ensuring prper engineering interfaces are maintained with the Water Crpratin and input is timely and cnsistent; prviding advice t the engineering team ; ensuring prjects are delivered in accrdance with the intent f the Water Crpratin's Engineering Design Prcess and standards; ensuring Water Crpratin acceptance and sign-ff f all the technical requirements f the prject; engaging the Water Crpratin Technical Specialists as required; and apprving the release f drawings t the Alliance frm the Water Crpratin's Drawing Management System. 14

15 3.2.7 Alliance Delivery Team The Alliance Delivery Team cmprises members appinted n a best fr prject basis and are selected frm the Water Crpratin, the NOPs and externally where necessary. This team sits belw the Alliance Management Team. It is highly recmmended that a suitable mix f resurces is made available t wrk within the Alliance. This will encurage crss learning and ensures that the Water Crpratin retains and grws the knwledge internally. All emplyment cntracts fr Alliance emplyees shall be made available t the Finance Manager. Further detailed rle descriptins f sme f the key psitins f emplyees interfacing with and embedded in Water Crpratin's Alliances are included in the Appendices. 15

16 4 SYSTEMS AND PROCESSES Each Alliance is required t maintain best practice business systems and fllw the intent f the Water Crpratin's prcedures and plicies where required by the Prtcls. 4.1 Access t Water Crpratin's Systems A prcess has been established t prvide Alliances with access t the Crpratin's systems. The Alliance Prject Directr has respnsibility t ensure that all cntractrs wrking in the Alliances wh have access t Water Crpratin's systems sign persnal cnfidentiality undertakings. The required frm and prcess are available n the Prject Management Branch (PMB) website. All cmpleted frms will be secured in a register which will be maintained by PMB. 4.2 Perfrmance Agreements All Water Crpratin emplyees embedded in Alliances will have tw managers i.e. ne line functin linking back t Water Crpratin and the ther within the Alliance. T ensure that accuntability is embedded, it is imprtant that their Alliance respnsibilities and accuntabilities are captured within their Water Crpratin Perfrmance Agreements. Water Crpratin AL T members shuld have alliance perfrmance bjectives included in their perfrmance agreements. 4.3 Cmmunicatin The fllwing cmmunicatins framewrk guidelines are prvided t encurage a disciplined apprach t cmmunicatin between the Water Crpratin, Alliance Prject Directr, ALT and AMT. " As a general rule, the Alliance Prject Directr and Relatinship Manager are the primary cnduits fr all internal Water Crpratin cmmunicatin with the Alliance. As a team the AL T decides what infrmatin will be passed n t the AMT. " As a general rule the ALT shuld cmmunicate with the AMT thrugh the Alliance Manager. " The Alliance Manager shuld cmmunicate ALT infrmatin t the AMT ensuring all AMT members receive the same infrmatin. ROLE Crpratin's Representative MEETINGS GUIDELINE Regular meetings with the Alliance Prject Directr and Water Crpratin's AL T chair.,. Prgress and issues meetings with the Alliance Prject Directr as required. Alliance Lead Team Members [Water Crpratin] The Chairpersn is accuntable fr ensuring that the AL T meets regularly and that prper recrds f such meetings are maintained. The ALT will agree t a schedule f AL T meetings n a three t six mnth frward schedule. Meetings f the AL T will be held mnthly unless therwise agreed by the ALT. There will be n "clsed" meetings as this transgresses the principle f penness and transparency. The csts f travel and ther disbursements fr AL T meetings are deemed nn-direct csts and will be brne separately by the NOPs and 16

17 Water Crpratin. [specific t SSDP Alliance] A qurum fr an AL T meeting requires the attendance f ne ALT representative appinted by the Water Crpratin and ne ALT representative appinted by every NOP r Jint Venture. The ALT members must be cmmitted t cntinuus representatin n, invlvement in and attendance at AL T meetings. The AL T shuld cmmit t a principle f nt allwing substitutes, ther than in the event f a persnal cnflict f interest r in exceptinal circumstances. Each ALT representative has a psitive bligatin t ensure that any representative frm his/her respective Alliance Participant that may attend an AL T meeting as an alternate AL T representative is fully briefed n the status f the Wrks and the Alliance and the business cnducted at previus AL T meetings such that they can fully participate in, understand and supprt each determinatin f the ALT at any future AL T meeting and cmply with the requirements f analt member. Every determinatin, decisin, utcme, slutin r reslutin f the AL T must be made unanimusly n a Best fr Prject basis All ALT papers must be distributed t ALT members five days prir t ALT meeting. If new items f business are submitted it must be dne three days prir t the AL T meeting and must be accmpanied with a discussin paper. The ALT must nt be expected t reslve any material issue which is nt set ut in the AL T agenda. ALT minutes are t be distributed within tw business days fllwing an ALT meeting. ALT members are required t cmment n such minutes within five business days f receipt f the minutes. An absent AL T member is nt entitled t bject t the minutes. The Alliance must maintain a lg f all reslutins and actins taken by the ALT. Water Crpratin's representatives will hld a preparatry meeting, t be attended by the Crpratin's ALT Representatives, the Alliance Prject Directr, the Relatinship Manager, the Finance Manager and any ther Water Crpratin persnnel as required, prir t each and every frmal AL T meeting. In instances where a Jint Venture exists within the Alliance structure, it is recmmended that Water Crpratin ALT members attend such meetings. Alliance Prject Directr The Alliance Prject Directr (APD) will ensure that the fllwing internal Water Crpratin meetings are cnvened -the APD will als attend these meetings: 11 Water Crpratin's Representative, Alliance ALT Chairpersn. 11 Befre every AL T meeting the Water Crpratin's representatives will hld a preparatry meeting, t be attended by the Crpratin's AL T Representatives, the Alliance Prject Directr, the Relatinship Manager, the Finance Manager and any ther Water Crpratin 17

18 persnnel as required. The meeting will review and discuss items n the upcming Alliance AL T agenda. Water Crpratin staff wrking within the Alliance meet regularly - at a minimum n a mnthly basis. The APD will als maintain a strng link with the Alliance Manager and members f the ALT. 4.4 Partner Delivery Prtcls The Water Crpratin has develped partner delivery prtcls which serve t guide an Alliance in the develpment f its wn plicies and prcedures. Each f the prtcls are wned by a Water Crpratin prcess manager wh is respnsible fr its cntent. The Relatinship Manager will ensure that all prtcls are made available t the Alliances. These prtcls are available n the Prject Management Branch Website. The Alliance may cntact the prcess managers via the Relatinship Manager t clarify any matters arising frm the prtcls. The prtcls are reviewed at least every tw years and the updated versins cmmunicated t the Alliances by the Relatinship Managers. Asset Management Estimating Occupatinal Safet)'_ & Health Branding Guidelines Prcurement Financial Evaluatin Capital Investment Prject Cntrls Financial Management Cmmunicatins Research & Innvatin Human Resurces Cntinuus Imprvement Infrmatin Management Risk Management Crprate Real Estate Infrastructure Design SCADA & PCS Wrks Drinking Water Qualit)'_ Legal Services Wastewater Envirnment Management Review & Audit Table 1 Partner Delivery Prtcls 4.5 Reprting Effective reprting is critical fr gd gvernance. There are varius levels f reprting bth within the Alliance and between the Alliance and Water Crpratin Mnthly Reprting by the Alliance t Water Crpratin The Water Crpratin has established a mnthly standard reprting template which defines the areas fr reprting by all Alliances. The infrmatin reprted t the AL T must include cncise, accurate and up t date details abut prject/prgram prgress, csting and where apprpriate, plans t ensure that the bjectives f the prject will be delivered in accrdance with the Alliance Agreement. 18

19 The reprt must be submitted t Water Crpratin by the 15 1 h day f each mnth. The Alliance Prject Directr must accept the reprt n behalf f the Water Crpratin and is required t sign a cpy acknwledging it meets the Water Crpratin reprting requirements befre frwarding t the Crpratin's Representative. Cpies f the reprts frm all the Alliances will be cllated and submitted t the General Manager : Planning and Infrastructure and the Chief Operating Officer where the latter is the Crpratin's Representative. ALLIANCE MONTHLY STANDARD REPORTING PROCESS ALLIANCE WATER CORPORATION "CLIENT" 16th day f the mnth 16th day f the mnth Figure 3 Alliance Reprting t Water Crpratin : Mnthly Prcess Internal Alliance Reprting Each Alliance will have varius layers f reprting t ensure effective cntrls are in place. The style and frequency f reprting will vary accrding t the individual Alliances. This will hwever be defined in the Alliance's Gvernance Plan. ALLIANCE REPORTING STRUCTURE ALLIANCE LEAD TEAM [Mnthly Meetings] ALLIANCE MANAGEMENT TEAM [VVeekly Meetings] ALLIANCE DELIVERY TEAM [R.eqular Meetings] ADT ~ SubTea.m ~ ~~ / Figure 4 Alliance Reprting Structure The figure abve illustrates the three main levels f reprting within the Alliance. Alliance Lead Team- meets n a mnthly basis. Alliance Management Team - meets weekly and feeds verall mnthly results t the Alliance Lead Team. 19

20 Alliance Delivery Team (ADT) - the ADT cmprises varius disciplines including engineering, prcurement, OSH etc which will each have mre frequent meetings. Issues and prgress reprts arising frm the ADT level are tabled at the AMT meeting n a weekly basis. The extent t which cntrl reprts are put in place by the Alliance will depend n the particular circumstances f each Alliance. The fllwing list f cntrl reprts shuld be used as a guide by all Alliances. Frecasting and cst cntrl Scpe cntrl OSH management Envirnmental Risk mnitring and cntrl Time cntrl Quality cntrl Stakehlders management Human Resurces Prcurement cntrl Table 2 Cntrl Reprts 4.6 Perfrmance Mnitring The Alliance Manager is accuntable fr reprting perfrmance f the Alliance t the ALT. The standard mnthly reprt template is available n the PMB website. The fllwing mechanisms are als used by Water Crpratin t mnitr Alliance perfrmance: " Water Scres White Cllar Reprts Water Scres Water Scres is a benchmarking tl built n the Water Crpratin's six business principles. Gvernance is ne f the key areas f measurement and the fllwing five benchmark categries are used t measure perfrmance f the Alliances. Water COrpratin uses a facilitated apprach when cllating data fr the benchmarking. Each cycle f the benchmarking ccurs at least annually and the results are nt shared acrss all participants. The Alliance Manager is accuntable fr ensuring that the Alliance participates fully in the wave. Bth the Alliance and Water Crpratin will use the benchmarking results t measure the perfrmance f Alliances. The fllwing gvernance benchmark measures will be used t determine whether the Alliance is perfrming at a business as usual level i.e. the minimum requirements are being met r at a higher r lwer level. a Management and versight All internal delegatins in-line with the authrities laid ut in relevant dcumentatin are in place. Management and versight plicies have been fully implemented and reviewed annually. Perfrmance measures have been fully implemented and reviewed annually. " Delegatin 20

21 Each AL T member has had clear and transparent authrity delegated frm their parent cmpany t discharge their bligatins effectively. Decisins n key recmmendatins have been dcumented in meeting minutes and deferred r delayed fr a maximum f ne mnth. Ethical and respnsible decisin-making Cnflict declaratins are signed ff regularly (at least annually) by all ALT I AMT. A cnflict register has been develped and is up-t-date. " Financial Reprting All financial audit r review findings have been rated minr r insignificant in nature. Mnthly reprting has ccurred within the agreed reprting guidelines, including timing f reprts and dcuments, and crrective actins against indicatrs. Disclsure Adequate, cmplete and timely infrmatin has been prvided t the AL T I AMT t allw fr effective decisin-making. Adequate, cmplete and timely infrmatin has been prvided t parent cmpanies t allw fr effective decisin-making. Meeting agendas and attached dcuments have been issued at least 7 days prir t the meeting, and the meeting minutes reflect decisins, actins and cnflicts accurately and have been issued within 7 days. An actin lg t mnitr all decisins made during meetings has been develped, is up-d-date and shws that actins have been cmpleted within their designated timeframes. Regulatry and legislative cmpliance breaches have been reprted and recrded n at least a mnthly basis White Cllar Reprts The White Cllar reprt is prduced n an annual basis and utilises the standard wrk breakdwn structure in the Water Crpratin's financial systems t identify nn direct csts r 'white cllar' csts. The Prject Management Branch estimating guidelines identify Prject csts under the heading f Base Cst and Nn Directs. Nn-Directs are csts necessary t manage and supprt the delivery f the physical assets included in the Base Cst. These csts which are expended by the Water Crpratin, ver and abve the actual cst f the physical asset, are referred t as "white cllar csts". Nn Directs are brken dwn in the White Cllar reprt, and captured under the headings f 'Prject Management', 'Design', and 'Other'. By capturing and reprting these csts n an annual basis, the Water Crpratin is then able t benchmark White Cllar csts acrss Alliances. 21

22 5 AUDITS AND COMPLIANCE The use f audit is a gd gvernance practice and assists in prviding assurance t the Water Crpratin that cntrls are perating as intended. Alliance cntracts typically allw fr audits t be undertaken at any time, by any f the participants. Audits Undertaken by the Participants The alliance is required t cperate with any audit undertaken by any f the participants r their representatives. Audits Undertaken by the Water Crpratin Where the Crpratin requires that an audit f an alliance be undertaken, this will be arranged by Management Review & Audit, which is respnsible fr prviding independent internal review and audit services fr the Audit and Cmpliance Cmmittee, the Chief Executive Officer and senir management f the Water Crpratin. The Water Crpratin's Audit and Cmpliance Cmmittee requires that peridic reviews are cnducted taking risk int accunt. This is undertaken by service prviders appinted by the Water Crpratin. These audit reprts must be submitted t the Chair f the AL T and the Alliance Manager fr their infrmatin and if apprpriate, their actin. It is expected that the results f these audits will be a matter f discussin fr the Alliance Lead Team. Internal Audit Undertaken by the Alliance Where there are many participants in an alliance it may be mre efficient fr the alliance t prcure an internal audit service n which all f the participants rely fr assurance rather than having separate reviews carried ut by each participant independently. Internal audit reviews are prpsed and agreed by the alliance and agreed n by all participants, and are usually cnducted by External Audit firms. The ALT chairpersn shuld ensure that Management Review & Audit is advised f any audit activities and the audit reprts are prvided t the Principal Auditr. This includes financial audits, management audits, OSH audits, envirnmental audits, internal audits and any ther external assurance prvider type audit r review services. The purpse f each review may vary depending n the circumstances f each Alliance. The fllwing prvides guidance in determining what assurance is needed by the AL T: Apprpriate and adequate systems and /r prcedures have been implemented by the Alliance t manage the terms f the Alliance Agreement; The financial cntrls ver revenue and expenditure are adequate and perating effectively; Apprpriate recrd keeping by Alliance Participants is being maintained; Assets acquired by the Alliance are prperly accunted fr and prtected against physical lss; The financial terms f the Alliance Agreement are being cmplied with by the Alliance; Management reprting t the AL T and the Water Crpratin is reliable; and Infrmatin prvided t participant rganisatins is cmplete and accurate. The internal audit reviews frm an integral part f the Water Crpratin's assurance plan and the results are reprted thrugh Management Review and Audit (MR&A) t Water Crpratin's Audit and Cmpliance Cmmittee. 22

23 ANNEXURE A: WATER CORPORATION'S REPRESENTATIVE Reprts t Direct Reprts Respnsibilities and Accuntabilities Chief Executive Officer As per the rganisatinal chart Perfrm duties f the CR under the Alliance Agreement Agreed individual scpes are delivered fr agreed Target Outurn Csts (TOG's) Scpe changes are directed under the definitins in the Alliance Agreement and these are delivered fr agreed dllars. The Water Crpratin is getting value fr mney and fit fr purpse assets. Apprve the Cmmercial Framewrk Sign-ff f : TOG's Scpe changes Amendments t Alliance Agreement Interim gain share payment Appintment f Alliance Prject Directr Reprt prgress f the Alliance t the Water Crpratin Bard 23

24 ANNEXURE B: WATER CORPORATION ALT MEMBER [INCLUDING THE CHAIR] Reprts t Respnsibilities and Accuntabilities Chief Operating Officer and General Manager: Planning and Infrastructure [Water Crpratin's Representative] " Anticipate and address external issues and impediments that may impact n Alliance perfrmance. Represent and champin the Crpratin's interests within the Alliance Recmmend scpe changes t the Crpratin's Representative TOG Amendments t the Alliance Agreement Appint and mnitr the perfrmance f the Alliance Manager and ther key persnnel " Champin and supprt the Alliance Strategic Framewrk. " Ensure that the Alliance delivers within budget and time. Create an inspiratinal visin fr the Alliance relatinship established under this Agreement and reinfrce and mdel the Alliance culture " Create and sustain the envirnment in which the Alliance Objectives can be met r exceeded. Deal with disputes escalated t the AL T frm the Alliance Management team. Endrse the members f the Alliance Management Team. Exercise the pwers and respnsibilities cnferred n it under the Alliance Agreement. " Harness best resurces and deliver cmmitments frm Participant rganisatins. Mnitr Alliance perfrmance, take crrective actin and apply risk/reward payment regimes. Prvide strategic directin and leadership fr the Alliance Recmmend t the Participants fr their cnsideratin changes t the Agreement, including thse that might imprve delivery f the Wrks r fulfilment f the Alliance visin. Reslve Alliance relatinship matters. Reslve issues which are unable t be reslved by the Alliance Manager. Setplicy_ and delegatins fr the Alliance. 24

25 25

26 ANNEXURE C: ALLIANCE PROJECT DIRECTOR Reprts t Respnsibilities Chief Operating Officer; General Manager: Planning and Infrastructure [Water Crpratin's Representative]; and Prtfli Manager [Prject Manag_ement Branch] [a] The Alliance Prject Directr is respnsible fr administering the Alliance Agreement n behalf f the Crpratin's Representative [CR]: " Reviewing ALT recmmendatins t the CR including: Amendments t the Alliance Agreement Prject Target Outturn Csts (TOG's) Cst variatins/changes t prject scpe Changes t implementatin dates Achievement f practical cmpletin & final cmpletin dates,. Apprve prgress payments & risk/reward payment [b] Determine validity f variatin claims and advise Crpratin's Representative Determine if the variatin is part f nrmal detailed design (TOC unchanged), a design develpment (TOC unchanged), scpe change r part f any cntingency in the TOC (TOC unchanged). Cnfer with Water Crpratin stakehlders where a scpe change has been driven by stakehlder invlvement with the Alliance. Cnvert prvisinal sums int the TOC ("bring abve the line") Clse dwn the Alliance (Asset dispsal, clse Alliance bank accunt, cancel security access etc).aiiiance Clsure Checklist [c] Asset settlement (Prject Directr ensures this is undertaken by the Prject Manager) " Settlement f the assets t the Functinal Lcatin & Equipment Register (FLER). FLER is the definitive list f infrastructure assets fr the Water Crpratin Enables peratins and maintenance activities t be planned, scheduled and csted. Settlement f the assets t the Financial Fixed Asset Register (FAR) Enables the asset t be depreciated. [d ] Attends ALT meetings as an bserver: Mnitr Alliance gvernance Ensure the AL T functins in accrdance with the Prject Alliance 26

27 Agreement Mnitr time, cst, OSH & envirnmental perfrmance f the Alliance Ensure Alliance reprting meets statutry and crprate reprting requirements - mnthly reprts, OSH reprts, Alliance health, audit reprts etc Ensure actins frm audits are clsed ut [e] Represent the interests f the Crpratin's Representative: Administer the Alliance Agreement in a fair but firm manner Ensure TOG's ffer value fr mney and are cmmercially sund Drive the Alliance t deliver the prject n time, within TOC, in cmpliance with envirnmental apprvals and in accrdance with ur Zer Harm philsphy Manage scpe creep driven frm within the Alliance and frm stakehlders Regularly engage with the Water Crpratin resurces embedded in the Alliance. Ensure actin items frm audits (OSH, financial, envirnmental, quality etc) are clsed ut Prtect the reputatin f the Water Crpratin [f] The Alliance Prject Directr is the pint f cntact fr the: Crpratin's Representative APD prvides timely reprting f cmmercial issues, time perfrmance, Alliance health, envirnmental & OSH incidents delivery f key messages frm the GM & COO t the AL T & Alliance " Prgram Manager (Capital Investment Branch) APD prvides frecast ttal prject csts & annual/mnthly cash flws GM Asset Management Divisin APD is respnsible fr Fit fr purpse, cmmissining, handver & asset settlement Manager OSH Branch APD is respnsible fr safety initiatives (Zer harm, Fall frm heights) OSH perfrmance and trends Manager Envirnment Branch APD is respnsible fr envirnmental cmpliance/reprting Finance Manager & Manaqer Cmmercial Supprt 27

28 APD is respnsible fr liaising with the abve members in the Alliance. APD is respnsible fr arranging Water Crpratin Alliance meetings " APD is the line manager fr the Relatinship Manager. Prvides advice t the Water Crpratin ALT members. Ensures prject cntrl and all reprting is up t date in the Water Crpratin's systems. Plays a rle in the Waterscres benchmarkii]li2!~am. 28

29 ANNEXURE D : RELATIONSHIP MANAGER Reprts t Financial Delegatin Alliance Manager and Water Crpratin Prject Directr As determined by the Alliance Agreement and the Water Crpratin Financial Delegatin Respnsibilities Participate as a member f the Alliance/Partner Management Team and respnsible fr stakehlder management. Represent Water Crpratin's interests at the AMT Manage the internal custmer expectatins f the Alliance/Partner prject delivery. Liaise with Water Crpratin Prgram Managers t ensure wrklad and smthing f prjects int the Alliance/Partner. Facilitate gd cmmunicatin between the Water Crpratin and the Alliance/Partner. Prvide guidance t stakehlders n the applicatin f the Alliance/Partner Agreement, prject management and cntract administratin. Ensure all f the Alliance's activities cmply with relevant legislatin, regulatry requirements, crprate plicy and ethical standards, and advise the Alliance manager in such matters. 29

30 ANNEXURE E: FINANCE MANAGER Reprts t Respnsibilities Alliance Manager and Water Crpratin Capital Finance Manager Develp and maintain all financial management plicies fr agreement by the AL T in rder t implement and maintain a rbust crprate and financial gvernance envirnment. Maintain a schedule f delegatins apprved by the AL T, and t ensure that all transactins are apprpriately authrised. Establish and manage the accunting system. The accunting system shuld enable the Alliance t perate as a separate trading entity and be able t prvide management with timely and accurate infrmatin t supprt the decisin making prcess. T prvide financial and perfrmance reprts as required by the ALT, AMT and any f the Alliance's participants. T act as the main pint f cntact fr any financial audit r review required by any f the participants and t prvide the auditr with any infrmatin necessary t enable such a review t be carried ut. T verify csts being claimed by the participants fr inclusin in the Alliance's prgress claims. T cmpile and submit regular prgress claims t the Water Crpratin fr payment and t ensure that claims are fully recncilable t the Alliance's financial ledgers. T ensure that all claims submitted are in a frmat acceptable t the Water Crpratin and fall within the definitin f a direct cst. T manage and cntrl the Alliance's bank accunts. T ensure that the csts claimed are recrded in the Water Crpratin's ledgers in an apprpriate way s that the asset created can be settled prmptly in the Water Crpratin's fixed asset register. T prvide the Water Crpratin with any infrmatin that may be required in relatin t freign exchange transactins. T arrange fr internal audits n financial matters t be carried ut if required by the participants. T manage the finance functin within the Alliance and t manage any additinal staff required t service the functin. 30

31 ANNEXURE F : ENGINEERING INTERFACE MANAGER Reprts t Skills Alliance Manager and Infrastructure Design Branch Manager Dedicated resurce nminated by the Manager Infrastructure Design Branch and having relevant qualificatins and backgrund. Typically this psitin wuld be filled by the Water Crpratin Design Manager fr the prject during the TOG develpment phase in a cst cmpetitive Alliance selectin prcess. Indicative level f resurce as required may vary ver the life f the bundle as fllws: Design phase % Implementatin phase- 50% t 100% Cmmissining Phase- 20% t 50% Respnsibilities Ensuring prper engineering interfaces are maintained with the Water Crpratin and that Water Crpratin input is timely and cnsistent. Prviding leadership t the engineering team as a member f the Alliance Management Team. " Ensuring prjects are delivered in accrdance with the intent f the Water Crpratin's Engineering Design Prcess and standards. Ensuring Water Crpratin acceptance and sign-ff f all the technical requirements f the prject. Engaging the Water Crpratin Technical Specialists. Apprving the release f drawings t the Alliance frm the Water Crpratin's Drawing Management System. 31

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