Corporate  Governance 38 2  AGL will continue to support employees  seeking flexible work arrangements as  well as the specific needs of our  employees who are carers. By June  2013, AGL will implement new programs  to support employees who are parents. AGL is currently piloting a program to  support women who have recently  returned to the workplace after  maternity leave and/or who are  balancing work with young children. AGL  is also working on initiatives to support  employees and their leaders during the  key phases of parental leave, including  the transition back to work and the first  12 to 18 months back in the workplace.  AGL continues to encourage its leaders  and employees to embrace flexible  working arrangements. 3  AGL will continue to implement initiatives  to increase the number of women in  leadership positions. AGL will increase  the representation of women in its top  300 positions (top 15% of positions)  to 38% by 30 June 2015.  Currently women occupy 32% of the top  300 positions at AGL (excluding AGL Loy  Yang). By setting a target for the top  15% of roles, AGL is aiming to increase  the representation of women in a group  that includes all of AGL’s critical business  roles and roles that are on the pathway  to executive leadership. AGL’s businesses  have taken up a share of the three year  target with an emphasis on businesses  where the representation of women is  less than 40%, including the operational  businesses of Merchant Energy and  Upstream Gas. The CEO, CFO, Company Secretary (who  also has responsibility for AGL’s Group Risk  and Compliance function), Head of Group  Audit and the external auditor attend  Committee meetings at the discretion of  the Committee. Other non-executive  Directors may attend meetings. Further details of the qualifications and  experience of all Committee members are  disclosed on pages 42 and 43 of this  Annual Report. The composition of the Committee  has changed during the financial year,  with Sandra McPhee appointed to the  Committee in March. The Committee  currently comprises five members –  John Stanhope (Chair), Bruce Phillips,  Les Hosking, Belinda Hutchinson  and Sandra McPhee. John Stanhope  has financial expertise as a qualified  accountant. Bruce Phillips and Les Hosking  have each enjoyed long careers in the  energy industry. Belinda Hutchinson also  has prior energy industry experience as  a former director of Energy Australia  and Snowy Hydro Trading. She also has  extensive experience in finance and risk  management. Sandra McPhee has been  an AGL Director since 2006. She has  extensive experience in consumer oriented  industries, so is familiar with the risks that  affect a customer facing business. Under its Charter, the Audit and Risk  Management Committee must have at  least three members, all of whom must be  independent non-executive Directors. The  Charter also requires that all members have  a working familiarity with basic accounting  and finance practices and that at least one  member have financial expertise. The  Committee must also include members  with an understanding of the industry in  which AGL operates. The Committee meets privately with the  external auditor on general matters  concerning the external audit and other  related matters, including the half-year and  full-year financial reports. The Committee  also meets privately with the Head of  Group Audit. The Company Secretary is the secretary to  the Committee. Copies of the minutes of a  meeting of the Committee are distributed  to the Board for discussion at the next full  Board meeting. The Chairman of the  Committee reports to the Board on the  Committee’s conclusions and  recommendations. The Committee collectively, and its  members individually, have access to  internal and external resources, including  access to advice from external consultants  or specialists. The Committee met five times during the  year. Directors’ attendances are set out on  page 44 of this Annual Report. The Committee operates under a formal  Charter published on AGL’s website. The  Charter is required to be reviewed by the  Committee and updated at least every two  years. The Charter was most recently  reviewed and updated in April 2012. The Charter sets out the roles and  responsibilities, composition, structure  and membership requirements of  the Committee. The Committee’s primary responsibilities  include: AGL’s Auditor Independence Policy was  reviewed during the year. It contains details  of the procedures for the selection and  Monitoring auditor independence > Monitoring the integrity of financial  reporting; > Monitoring and reviewing the external  auditor’s qualifications, performance  and independence; > Monitoring the effectiveness of risk  management processes, including  reviewing the adequacy of AGL’s  property, business interruption, and  liability insurances; > Monitoring the effectiveness of  Group Audit; > Monitoring legislative and regulatory  compliance; and > Monitoring the adequacy and  completeness of internal controls. Recommendation 4.3  – The audit  committee should have a formal charter Principle 4: Safeguard integrity in  financial reporting Recommendation 4.1  – The Board should  establish an audit committee The Board has established an Audit and Risk  Management Committee. Its primary  function is to assist the Board in fulfilling its  responsibilities to provide shareholders  with timely and reliable financial reports  and to protect the interests of  shareholders, customers, employees and  the broader community through the  effective identification, assessment,  monitoring and management of risks. Recommendation 4.2  – The audit  committee should be appropriately  structured Progress to date Progress to date Recommendation 3.4  – Companies should  disclose the proportion of women  employees in the company, in senior  executive positions, and on the Board 2012 2011 Females directors  on the Board 25% 25% Female employees  in the company 46% 45% Female employees  in senior executive  positions 11% 11% Female employees  in leadership positions 35% 33%