alaska gasline development corporation (agdc) … · expenditure detail” report lists all...

AGENDA ALASKA GASLINE DEVELOPMENT CORPORATION (AGDC)

BOARD OF DIRECTORS REGULAR MEETING

September 24, 2014 AGDC 3201 C Street, Ste. 604 Anchorage, AK 9:00am

Anchorage

I. CALL TO ORDER

II. ROLL CALL

III. APPROVAL OF AGENDA

IV. APPROVAL OF MINUTES - August 14, 2014

V. PUBLIC COMMENTS - Board Room __________ Statewide __________

VI. PRESIDENT’S REPORT

VII. NEW BUSINESS – AGDC MANAGEMENT/OPERATIONAL ISSUES

a. FY15 Financial Update b. FY16 Operating Budget – Resolution 2014-06 c. Governance Framework 2nd Level Policies d. Internal Contract Review e. Cost Assignment and Allocation Manual (CAAM) f. Compensation Overview g. Governance Framework 2nd Level Review h. Organizational Chart i. 2015 Proposed Board Calendar

VIII. NEW BUSINESS – ASAP

a. Project Update b. Financials

IX. NEW BUSINESS – AKLNG

a. Project Update b. Financials c. AFE – Commercial Sussex d. AFE – Jones Day

X. EXECUTIVE SESSION

XI. ANY OTHER MATTERS TO PROPERLY COME BEFORE THE BOARD.

XII. BOARD COMMENTS

XIII. ADJOURNMENT

The Chair may announce changes in the Order of Business during the meeting.

Inv.Approp. Spend Variance Earnings

Instate Natural Gas Pipeline Fund (INGPF)FY11‐FY13 64.800 47.700 (17.100) ‐ FY14 In‐State Fund 355.000 71.899 (283.101) 2.008 FY15 In‐State Fund ‐ 7.940 7.940 0.065 Net Fixed Assets ‐ 0.968 0.968

419.800 128.508 (291.292) 2.072

Alaska Liquefied Natural Gas Project Fund (ALNGPF)FY14 AKLNG Fund 69.835 1.051 (68.784) 0.039 FY15 AKLNG Fund ‐ 0.401 0.401 (0.013)

69.835 1.452 (68.382) 0.025

Total AGDC 489.635 129.960 (359.675) 2.098

ExecutiveLegalExternal Affairs CommercialAdministrative ServicesIT and Data Mgt. Project Management

ERL

Pipeline

Interface

FacilitiesAKLNG

18.2

36.1

55.8

73.2

88.1

101.5

114.2

126.4

137.8

149.6

162.1

176.3

‐

20.0

40.0

60.0

80.0

100.0

120.0

140.0

160.0

180.0

200.0

‐

2.000

4.000

6.000

8.000

10.000

12.000

14.000

16.000

18.000

20.000

July Aug Sept Oct Nov Dec Jan Feb Mar April May June

CumulativeMonthly AGDC FY15 Summary ‐ July 2014 $MM

Construction ManagementProject Services

1 of 4

Alaska Gasline Development Corporation (AGDC)FY15 Financial Summary ‐ July 2014$MM ‐ Million

July Aug Sept Oct Nov Dec Jan Feb Mar April May June FYActual LE LE LE LE LE LE LE LE LE LE LE LE

Executive and Support:Executive 0.145 0.143 0.143 0.143 0.143 0.143 0.143 0.093 0.093 0.093 0.093 0.093 1.464 Commercial 0.181 0.373 0.413 0.418 0.398 0.353 0.338 0.353 0.363 0.388 0.453 0.538 4.573 External Affairs 0.034 0.153 0.156 0.204 0.153 0.135 0.222 0.136 0.133 0.186 0.133 0.133 1.775 Legal 0.062 0.175 0.175 0.175 0.175 0.182 0.175 0.175 0.175 0.175 0.175 0.175 1.991 Finance 0.082 0.217 0.142 0.142 0.192 0.207 0.142 0.127 0.127 0.127 0.127 0.142 1.774 Human Resources 0.050 0.063 0.063 0.079 0.124 0.124 0.124 0.124 0.079 0.079 0.079 0.079 1.064 Administrative Services 0.253 0.240 0.255 0.350 0.462 0.241 0.314 0.248 0.235 0.235 0.235 0.235 3.303 IT and Data Mgt. 0.238 0.360 0.363 0.423 0.484 0.307 0.370 0.435 0.309 0.305 0.294 0.316 4.206

1.045 1.723 1.709 1.934 2.130 1.692 1.828 1.690 1.513 1.588 1.588 1.710 20.149

ASAP 7.063 10.380 11.312 10.229 8.296 7.449 6.358 5.998 5.885 5.417 5.369 5.348 89.103

AKLNG 0.234 5.830 6.692 5.207 4.446 4.245 4.535 4.518 4.017 4.773 5.501 7.159 57.157

Subtotal 8.341 17.933 19.714 17.370 14.872 13.385 12.720 12.205 11.415 11.778 12.458 14.218 166.409 Data Acquisition 10.000 10.000 Total 8.341 17.933 19.714 17.370 14.872 13.385 12.720 22.205 11.415 11.778 12.458 14.218 176.409

Fund Source Allocations (Alaska Budget System fund codes & titles) 1229: Instate Natural Gas Pipeline Fund 7.940 11.827 12.748 11.854 10.085 8.869 7.893 17.417 7.156 6.751 6.703 6.785 116.029 1235: Alaska Liquified Natural Gas Project Fund 0.401 6.105 6.966 5.516 4.787 4.516 4.827 4.788 4.259 5.027 5.755 7.433 60.381

8.341 17.933 19.714 17.370 14.872 13.385 12.720 22.205 11.415 11.778 12.458 14.218 176.409

2 of 4

Alaska Gasline Development Corporation (AGDC)FY15 Financial Summary Actual and Budget ‐ July 2014$MM ‐ Million(over) / under

Executive and Support: Actual Budget VarianceExecutive 0.145 0.143 (0.002) Commercial 0.181 0.358 0.178 Lower external commercial support than estimated. External Affairs 0.034 0.201 0.167 Lower communication consulting and deferred staffing. Legal 0.062 0.175 0.112 Outside legal support lower than planned and deferred staffing. Finance 0.082 0.177 0.095 System cost capitalized and deferred staffing. Human Resources 0.050 0.063 0.012 Administrative Services 0.253 0.231 (0.022)

IT and Data Mgt 0.238 1.026 0.787 Lower third party consulting support, computer and equipment and deferred computer maintenance contract costs.

Total Executive and Support 1.045 2.373 1.328

ASAP 7.063 10.470 3.106

Alaska LNG 0.234 5.358 5.124

Total 8.341 18.201 9.559 Data Acquisition ‐ ‐ ‐ Total 8.341 18.201 9.559

Month

3 of 4

Alaska Gasline Development Corporation (AGDC)FY15 Financial Summary Actual and Budget ‐ July 2014$MM ‐ Million(over) / under

Executive and Support: LE Budget VarianceExecutive 1.464 1.462 (0.002) Commercial 4.573 4.751 0.178 Lower external commercial support than estimated. External Affairs 1.775 1.943 0.167 Lower communication consulting and deferred staffing. Legal 1.991 2.103 0.112 Outside legal support lower than planned and deferred staffing. Finance 1.774 1.869 0.095 System cost capitalized and deferred staffing. Human Resources 1.064 1.076 0.012 Administrative Services 3.303 3.281 (0.022)

IT and Data Mgt 4.206 4.993 0.787 Lower third party consulting support, computer and equipment and deferred computer maintenance contract costs.

Total Executive and Support 20.149 21.477 1.328

ASAP 89.103 92.511 3.106

Alaska LNG 57.157 62.281 5.124

Total 166.409 176.269 9.559 Data Acquisition 10.000 10.000 ‐ Total 176.409 186.269 9.559

Full Year

4 of 4

To: AGDC Board of Directors

From: Bruce Tangeman, Vice President Administration & Finance

Subject: FY2016 Operating Budget – Resolution 2014-06

While the final result of the Operating Budget process every year occurs when the Governor presents the next fiscal year’s budget to the legislature, the multi-step 5 month process actually begins in August. To help better understand the entire process, I have included the schedule that the Governor’s Office of Management and Budget (OMB) provides each summer to all departments. Resolution 2014-06 which is included in this packet requests approval by the Board of AGDC to present this operating budget for AGDC as a starting point for the discussion with the Department of Commerce, Community and Development (DCCED) as well as OMB. All state agencies and corporations within the Executive Budget Act have been asked by OMB to be prepared for several scenarios this fall including a “Hold the Line” budget scenario as well as possible cut scenarios. The FY2016 budget AGDC proposes to move forward with a “Hold the Line” budget scenario. There are two fund sources that have been established in order for AGDC to meet its statutorily mandated objective of delivering gas to Alaskans at the lowest possible cost. Those funds are the Alaska Gasline Development Corporation In-State Pipeline Fund (#1229 in the Alaska Budget System or ABS) and the Alaska Liquefied Natural Gas Project Fund (#1235). AGDC is in a somewhat unique situation in that these funds were both established as capital funds in order to provide revenue for the mission over multiple fiscal years. So in essence AGDC is not “requesting” new funding for FY2016 but is in fact reallocating existing funds within funding sources #1229 and #1235 from Capital to Operating. The “Hold the Line” scenario within this packet represents an Operating request of $10.5mm which is the same as in FY2015 except for the 2.5% salary adjustments that were approved by the Governor as well as this Board at the June 26, 2014 Board meeting. The two reports included in this packet are the “Component Detail” and the “Personal Services Expenditure Detail” reports. Both of these reports are generated from OMB’s Alaska Budget System (ABS). The “Component Detail” report has five columns plus a comparison column. Moving from left to right, the columnms show FY2014 Actuals, the FY2015 Governor’s Budget, FY2015 Operating in SB119 Capital (which shows the transactions the Finance Committees made this past session in order for more insight into AGDC’s Operating costs), and finally the FY2016 Budget request we are requesting your approval for at the September 24, 2014 Board meeting. The “Personal Services Expenditure Detail” report lists all authorized positions (often referred to as Position Control Numbers of PCNs) for both AGDC and AKLNG Participation components. The

A L A S K A G A S L I N E D E V E L O P M E N T C O R P O R A T I O N 3201 C Street, Suite 200, Anchorage, Alaska 99503

Tel. 907-330-6300 | Fax 907-330-6309 | www.agdc.us

Alaska Gasline Development Corporation Page 2 of 2 salaries are forecasted estimates based on actual salaries as of July 1, 2014 and the COLA column represents the 2.5% salary adjustment already approved by the AGDC Board. As of today, it is understood that OMB will be requesting an FY2016 Statewide appropriation of General Funds to cover these increases for all agencies. The final document I’ve included is titled “State of Alaska FY2015 Governor’s Operating Budget” and is for informational purposes only. This is to show you an example of what the final work product is expected to be once the entire 5 month budget process has be finalized and the Governor rolls out the FY2016 Operating Budget in mid-December. In closing, the AGDC FY2016 Budget we are requesting approval for represents a “Hold the Line” budget when compared to the FY2015 budget. If you have any questions on the Statewide budget process please do not hesitate to call. Thank You



Component Detail (1077). DRAFTDepartment of Commerce, Community, and Economic Development

Component: Alaska Gasline Development Corporation (AR 29647) (2986)RDU: Alaska Gasline Development Corporation (618)

DCCED FY2014 FY2015 Governor FY2015 Operating in FY2OI 5 * AGDC FY2016 FY2015 Management Plan vs *

Actuals (11790) Amended (11297) SBII9 Capital Management Plan Governor Draft AGDC FY2016 Governor Draft(11441) (11493) (11789)

71000 Personal Services 3,887.1 5,995.1 0.0 5,995.1 6,111.1 116.0 1.9%72000 Travel 84.9 0.0 400.0 400.0 400.0 0.0 0.0%73000 Services 1,320.1 0.0 1,700.0 1,850.0 1,850.0 0.0 0.0%74000 Commodities 1,074.9 0.0 1,200.0 1,200.0 1,200.0 0.0 0.0%75000 Capital Outlay 624.2 0.0 1,000.0 1,000.0 1,000.0 0.0 0.0%77000 Grants, Benefits 0.0 0.0 0.0 0.0 0.0 0.0 0.0%78000 Miscellaneous 0.0 0.0 150.0 0.0 0.0 0.0 0.0%

Totals 6,991.2 5,995.1 4,450.0 10,445.1 10,561.1 116.0 1.1%Funding Sources:

IO6ICIP Rcpts (Other) 0.0 0.0 0.0 0.0 0.0 0.0 0.0%I229AGDC-ISP (Other) 6,991.2 5,995.1 4,450.0 10,445.1 10,561.1 116.0 1.1%

Funding Totals:

Unrestricted General (UGF) 0.0 0.0 0.0 0.0 0.0 0.0 0.0%Designated General (DGF) 0.0 0.0 0.0 0.0 0.0 0.0 0.0%

Other 6,991.2 5,995.1 4,450.0 10,445.1 10,561.1 116.0 1.1%Federal 0.0 0.0 0.0 0.0 0.0 0.0 0.0%

Positions:

Permanent Full Time 0 32 0 32 32 0 0.0%Permanent Part Time 0 0 0 0 0 0 0.0%Non Permanent 0 0 0 0 0 0 0.0%

State of AlaskaPafle 1 of 2 Denartment of Commerce. Community. and Economic DeveloDment 9-11-2014 11:30 am

Scenario: *AGDC FY2016 Governor Draft (11789)Component: Alaska Gasline Development Corporation (2986)

RDU: Alaska Gasline Development Corporation (618)

Personal Services Expenditure Detail (1445)Department of Commerce, Community and Economic Development

99 0

99 0

99 0

99 0

99 0

99 0

99 0

99 OA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

99 CA

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

12.0

65,658

65,658

234,528

196,698

140,000

120,000

82,200

124,230

78.264

91,266

8.4,894

63,444

72,468

58,500

98,352

73,944

108,702

190,416

83,040

83,040

55,740

64,848

98,352

93,174

273,024

199,080

196,698

COLA

2,240

2,240

7,640

6,408

4,561

3,909

2,804

4,047

2,670

3,113

2,896

2,164

2,472

1,995

3,355

2,522

3,708

6,203

2.833

2,833

1,901

2,212

3,355

3,178

8,894

6,486

6,408

DRAFT

Note: If a position is split, an asterisk (*) will appear in the Split/Count column. If the split position is also counted in the component, two asterisks () will appear in this column.[No valid job title] appearing in the Job Class Title indicates that the PCN has an invalid class code or invalid range for the class code effective date of this scenario.

State of AlaskaDepartment of Commerce, Community, and Economic Development

Time RetiraBarg Salary Range! Comp Split! Annual Premium Annual Total UGF + DGFStatus PCN Job Class Title Status Code Unit Location Sched Steps Months Count Salaries Pay Benefits Costs Amount

C4-701X Administrative Assistant - PA FT 1 -5 Anchorage

C4-7C2X Accounting Specialist FT 1 -5 Anchorage

04-7C3X VP,Engineering & Program Dev FT A -5 Anchorage

04-704X VP, Ext Affairs & Gov Relations FT A -5 Anchorage

C4-705X Director, Administrative Servi FT 1 -5 Anchorage

C4-706X Communications Director FT 1 -5 Anchorage

C4-7C7X Admin Specialist FT A -5 Anchorage

C4-708X Manager, IT/IS FT 1 -5 Anchorage

04-7C9X Admin Services Supervisor FT 1 -5 Anchorage

04-71 OX Human Resources Specialist FT 1 -5 Anchorage

C4-711X Executive Assistant FT A -5 Anchorage

C4-712X AdministrativeAssistant FT A -5 Anchorage

04-713X HR/Payroll Technician FT 1 -5 Anchorage

C4-714X A/P Clerk FT 1 -5 Anchorage

C4-715X Contract Compliance Officer FT 1 -5 Anchorage

04-71 6X Enterprise Application Analyst FT 1 -5 Anchorage

C4-717X Network Engineer III FT 1 -5 Anchorage

C4-718X Director, Human Resources FT 1 -5 Anchorage

C4-719X Manager, Procurement FT 1 -5 Anchorage

C4-72CX Manager, Risk FT 1 -5 Anchorage

C4-721X Community Relations Representv FT 1 -5 Anchorage

C4-722X Stakeholder Engagement FT 1 -5 Anchorage

C4-723X Network Engineer III FT 1 -5 Anchorage

C4-724X Manager, Accounts Payable FT 1 -5 Anchorage

C4-725X Manager, Gas Marketing FT 1 -5 Anchorage

C4-726X Gas Marketing Analyst FT 1 -5 Anchorage

04-727X VP,Administration and Finance FT 1 -5 Anchorage

C 50,464 118,362

0 50,464 118,362

C 104,795 346,963

0 93,329 296,435

C 76,144 220,705

C 70,082 193,991

C 56,491 141,495

C 71,364 199,641

0 55,057 135,991

C 59,795 154,174

C 57,473 145,263

C 49,657 115265

C 52,945 127,885

C 47,855 108,350

C 62,377 164,084

0 53,483 129,949

C 66,149 178,559

C 91.425 288.044

C 56,798 142,671

C 56,798 142,671

C 46,849 104,490

0 50,168 117,228

C 62,377 164,084

C 60,490 156,842

C 116,463 398,381

C 94,051 299,617

0 93,329 296,435

Page 1 of 2 09-11-2014 12:03 em

Personal Services Expenditure Detail (1445) DRAFTDepartment of Commerce, Community and Economic Development

Scenario: * AGDC FY2016 Governor Draft (11789)Component: Alaska Gasline Development Corporation (2986)


Time Retire Barg Salary Range I Comp Split! Annual Premium Annual Total UGF + DGFStatus PCN Job Class Title Status Code Unit Location Sched Steps Months Count Salaries COLA Pay Benefits Costs Amount

04-728X Financial Accountant FT 1 -5 Anchorage 99 0 A 12.0 84,000 2,865 0 57,147 144,01204-729X Human Resources Specialist FT 1 -5 Anchorage 99 0 A 12.0 100,000 3,411 0 62,978 166,38904-730X Finance Director FT 1 -5 Anchorage 99 0 A 12.0 167,712 5,464 0 84,543 257,71904-731X VP,Commercial Operations FT 1 -5 Anchorage 99 0 A 12.0 248,000 8,079 0 108,879 364,95804-732X President FT 1 -5 Anchorage 99 0 A 12.0 384,312 0 0 150,195 534,507

Total Total Salary Costs: 4,080,242Positions New Deleted Total COLA 122,866

Total Premium Pay: 0Full Time Positions: 32 0 0Total Benefits: 2,270,414Part Time Positions: 0 0 0

Non Permanent Positions: 0 0 0Total Pre-Vacancy: 6,473,522

Positions in Component: 32 0 0 Minus Vacancy Adjustment of 5.60%: (362,435)

Total Post-Vacancy: 6,111,087Plus Lump Sum Premium Pay: 0Total Component Months: 384.0

Personal Services Line 100: 6,111,087

PCN Funding Sources: Pre-Vacancy Post-Vacancy Percent

1229 AK Gasline Development Corporation In-state 6,473,522 6,111,087 100.00%Pipeline Fund

Total PCN Funding: 6,473,522 6,111,087 100.00%

Note: If a position is split, an asterisk (*) will appear in the Split/Count column. If the split position is also counted in the component, two asterisks (**) will appear in this column.[No valid job title] appearing in the Job Class Title indicates that the PCN has an invalid class code or invalid range for the class code effective date of this scenario.

State of AlaskaPage 2 of 2 Department of Commerce, Community, and Economic Develooment 09-11-2014 12:03 om

Component Detail (1077) DRAFTDepartment of Commerce, Community, and Economic Development

Component: Alaska LNG Participation (AR 29577) (3081)RDU:Alaska Gasline Development Corporation (618)

DCCED FY2014 FY2015 Governor FY2015 Operating in FY2015 * AGDC FY2016 FY2015 Management Plan vs *

Actuals (11790) Amended (11297) SBII9 Capital Management Plan Governor Draft AGDC FY2016 Governor Draft(11441) (11493) (11789)

71000 Personal Services 130.0 0.0 0.0 1,476.0 1,508.5 32.5 2.2%72000 Travel 17.1 0.0 0.0 964.0 964.0 0.0 0.0%73000 Services 0.0 0.0 0.0 329.4 329.4 0.0 0.0%74000 Commodities 0.0 0.0 0.0 0.0 0.0 0.0 0.0%75000 Capital Outlay 0.0 0.0 0.0 230.0 230.0 0.0 0.0%77000 Grants, Benefits 0.0 0.0 0.0 0.0 0.0 0.0 0.0%78000 Miscellaneous 0.0 0.0 0.0 0.0 0.0 0.0 0.0%

Totals 147.1 0.0 0.0 2,999.4 3,031.9 32.5 1.1%Funding Sources:

12321SPF-l/A (Other) 0.0 0.0 0.0 0.0 32.5 32.5 100.0%I235AGDC-LNG (Other) 147.1 0.0 0.0 2,999.4 2,999.4 0.0 0.0%

Funding Totals:

Unrestricted General (UGF) 0.0 0.0 0.0 0.0 0.0 0.0 0.0%Designated General (DGF) 0.0 0.0 0.0 0.0 0.0 0.0 0.0%

Other 147.1 0.0 0.0 2,999.4 3,031.9 32.5 1.1%Federal 0.0 0.0 0.0 0.0 0.0 0.0 0.0%

Positions:Permanent Full Time 6 0 0 6 6 0 0.0%Permanent Part Time 0 0 0 0 0 0 0.0%Non Permanent 0 0 0 0 0 0 0.0%

State of AlaskaPage 2 of 2 Deoartment of Commerce. Community. and Economic Develonment 9-11-2014 11:30 am

Scenario: *AGDC FY2016 Governor Draft (11789)Component: Alaska LNG Participation (3081)


Personal Services Expenditure Detail (1445)Department of Commerce, Communitc and Economic Development

DRAFT

Time Retire BargStatus Code Unit Location

Salary Range! Comp Split! AnnualSched Steps Months Count Salaries

Premium Annual Total UGF + DGFCOLA Pay Benefits Costs Amount

Personal Services Line 100: 1,508,522

PCN Funding Sources: Pre-Vacancy Post-Vacancy Percent

1235 Alaska Liquefied Natural Gas Project Fund 1,554,702 1,508,522 100.00%(AGDC-LNG)

Total PCN Funding: 1,554,702 1,508,522 100.00%

Note: If a position is split, an asterisk (*) will appear in the SplitlCount column. If the split position is also counted in the component, two asterisks () will appear in this column.[No valid job title] appearing in the Job Class Title indicates that the PCN has an invalid class code or invalid range for the class code effective date of this scenario.

State of AlaskaDepartment of Commerce, Community, and Economic Development

Status PCN Job Class Title

Total

N 08-733X AKLNG Program Manager FT A -5 Anchorage 99 0 A 12.0 325,000 10,588 0 132,217 467,805N 08-734X Vice President, AKLNG FT A -5 Anchorage 99 0 A 12.0 325,000 10,588 0 132,217 467,805N 08-735X Contract Compliance Officer FT A -5 Anchorage 99 0 A 12.0 116,900 3,814 0 69,136 189,850N 08-736X Manager, Financial Accounting FT A -5 Anchorage 99 0 A 12.0 110,000 3,752 0 66,622 180,374N 08-737X Administrative Assistant - PA FT A -5 Anchorage 99 0 A 12.0 70,000 2,388 0 52,046 124,434N 08-738X Administrative Assistant - PA FT A -5 Anchorage 99 0 A 12.0 70,000 2,388 0 52,046 124,434

Positions New Deleted

Full Time Positions: 6 6 0

Part Time Positions: 0 0 0

Non Permanent Positions: 0 0 0

Positions in Component: 6 6 0

Total Component Months: 72.0

Total Salary Costs:Total COLk

Total Premium PayTotal Benefits:

1,016,90033,518

0504,284

Total Pre-Vacancy 1,554,702Minus Vacancy Adjustment of 2.97%: (46,180)

Total Post-Vacancy: 1,508,522Plus Lump Sum Premium Pay 0

Page 1 of I 09-11-2014 12:05 om

State of Alaska

Office of Management & Budget FY2016 Budget Preparation

Calendar

June 13, 2014

FY2016 Budget Preparation Calendar

July 2014 July 1 FY2015 begins Early OMB issues reminder on the duplicate and advance feature for the 10-year plan

July 4 Independence Day July 15 Authorized scenario due to OMB Mid Capital budget instructions, including Capital Appropriation Status Report (CASR) and deferred

maintenance updated, distributed and posted on the OMB website 4th quarter appropriation status review by departments and OMB (AS 37.07.080)

July 31 Management Plan change records and personal services modules due to OMB (expenditure and revenue

detail records may be submitted if completed) August 2014 Early OMB issues memo to departments listing discussion topics for Heads Up meetings in September Mid COA/FY2014 authorized budget (AB) transactions due to OMB Late Conference Committee books and Summary of Appropriations book issued by Legislative Finance OMB issues 1st fuel distribution instructions In preparation for the September Heads Up meeting Update FY2014 key performance indicators Review balances of capital projects Review for potential FY2015 supplemental needs AO266 regulation review

September 2014 September 1 Labor Day Early Any necessary adjustments needed for Authorized scenario because of repeals, reappropriations or final

actual carryforward amounts due to OMB OMB sends prior year accounting system reports to departments for FY2014 Final Authorized and

Actuals scenarios OMB issues fee report instructions Capital Appropriation Status Report (CASR) year-end accounting system data available to departments OMB distributes reports identifying potential ratifications

1

June 13, 2014

Early to Late OMB conducts Heads Up meetings with departments re: operating and capital budget proposals Capital ABS scenario with brief summaries for all proposed capital projects ready for discussion

purposes at Heads Up meeting Operating ABS scenario with operating change records ready for discussion purposes at Heads Up

meeting FY2016 rates to OMB and Administrative Services Directors Departments and OMB refine estimates of FY2016 major decreases, increases (formula, debt,

annualized fiscal notes, Medicaid, etc.)

September 15 Mental Health Trust Authority budget and implementation plan due to the Governor, LB&A, and

departments AO266 regulation review results due to the Governor and OMB

September 19 FY2014 Final Authorized and Actuals scenarios with change records due to OMB (expenditure and

revenue detail records for Actuals may be submitted if completed) FY2015 performance framework updated on web to reflect any component structure changes

Late ASLC (AS 14.42.295) declares dividend for upcoming budget year OMB distributes approved rates to departments Governor scenario is made available statewide with FY2016 personal services rates Capital Appropriation Status Report (CASR) due to OMB

October 2014 October 1 The OMB personal services transfer report for January – June 2014, including reappropriation period,

due to the Legislature

Early to Mid Release ABS Operating User Guide update, if necessary Release ABS Capital User Guide update, if necessary

October 15 Deferred maintenance current projects expenditures and back log list updates due to OMB

October 17 Alaska Day

Mid to Late AHFC provides estimated dividend for upcoming budget year 1st quarter appropriation status review by departments and OMB (AS 37.07.080) Fee reports from departments due to OMB Lease purchase agreement report due to OMB Intent responses from departments due to OMB OMB issues 10-year plan instructions to departments

2

June 13, 2014

November 2014 Early UA Board of Regents approves budget

November 11 Veterans Day Mid OMB issues fiscal note instructions November 12 All narrative including performance, due to OMB November 14 Capital budget scenario due to OMB State Officers Compensation Commission preliminary findings and recommendations due (AS

39.23.540(c)) November 17 Governor operating scenario, change records, personal services modules, organizational charts, and all

expenditure and revenue detail (if not already submitted) due to OMB November 27 Thanksgiving Late Intent responses due to Legislative Finance November 30 DEED receives final student count December 2014 Early AIDEA (AS 44.88.088) declares dividend for upcoming budget year OMB tests ABS numbers by running the three budget bills OMB and departments review language sections in operating, capital, and mental health bills Department of Revenue issues fall revenue forecast

December 15 Release operating, capital, mental health budget bills and fiscal summary (AS 37.07.020) Governor's budget bills, fiscal summary, debt summary, department reports, executive summary of the

10-year plan, and performance measures posted on the OMB website OMB transmits budget bills and data files to Legislative Finance Fee report due to LB&A (AS 37.10.050(c)) Mid to End OMB hosts 10-year plan work sessions for agencies December 20 (after OMB budget analyst approval) Budget Books delivered to OMB December 25 Christmas December 26 Budget Books delivered to Legislative Finance

3

June 13, 2014

Late OMB issues 2nd fuel distribution instructions January 2015 Early Fiscal note and legislative liaison training for upcoming session January 1 New Year’s Day January 5 Departments submit supplemental request scenarios, including ratifications, and language in final form

(change records/backup) Department level 10-year plan due to OMB

January 12 Departments submit amendment request scenario including language in final form

(change records/backup)

January 14 Final approved supplemental scenario including ratifications and backup, and language due to OMB Budget Books due to Legislative Finance (AS 37.07.040(7)) General fund lapse projections due to OMB

January 15 Lease purchase agreement report due to the Legislature (AS 37.07.040(11)) Personal services transfer report due to the Legislature (July – December)

January 19 Martin Luther King Day

January 20 Legislature convenes (AS 24.05.090) – third Tuesday in January at 1:00 p.m. 29th Legislature – 1st Session

January 22 3rd Legislative day Budget bills must be delivered to rules committee and introduced (AS

37.07.020(a)) – before 4th Legislative day January 23 4th Legislative day 10-year plan due to the Legislature (AS 37.07.060(b)) January 29 State Officers Compensation Commission report Final approved budget amendments scenario (change records, updated personal services modules, and

backup) and amendment language due to OMB 2nd fuel 2nd fuel distribution analysis due to OMB Late 2nd quarter appropriation status review by departments and OMB (AS 37.07.080)

______________________________________________________________________________________

4

June 13, 2014

February 2015 February 2 14th Legislative day Supplemental bill delivered to House Clerk and Senate Secretary

February 3 15th Legislative day Supplemental bill introduced (AS 37.07.070(1)) OMB sends CASR to House and Senate Finance Committees (AS 37.25.020) February 16 President’s Day February 17 29th Legislative day Budget amendments delivered to House and Senate Finance Committees February 18 30th Legislative day Budget amendments due to the Legislature (AS 37.07.070(2)) March 2015 March 5 45th Legislative day General fund lapse projections due to the Legislature (AS 37.07.040(9))

March 20 60th Legislative Day Bargaining unit monetary terms due to the Legislature March 31 Seward’s Day

April 2015 Early Department of Revenue issues spring revenue forecast OMB gets school debt update from Department of Education and Early Development April 4 75th Legislative Day April 5 Easter

April 19 90th Legislative Day Legislature adjourns

Mid 3rd quarter appropriation status review by departments and OMB (AS 37.07.080)

May 2015 Late April or Early May (dependent upon when the Legislature adjourns) Veto review OMB loads conference committee data in Conference Committee scenario and reviews appropriation

and budget structures OMB loads capital data in final capital scenarios OMB works with Legislative Finance to reconcile fiscal summary Late Governor signs budget bills Enacted fiscal summary and department reports posted on the OMB website

5

June 13, 2014

May 25 Memorial Day June 2015 Early OMB activates Auto AB (operating and capital) Mid OMB deactivates Auto AB (operating and capital) Mid to Late Operating budget instructions and budget preparation calendar updated, distributed to departments, and

posted on the OMB website June 30 FY2015 ends

6

RESOLUTION NO. 2014-06

RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALASKA GASLINE DEVELOPMENT CORPORATION APPROVING A DRAFT OPERATING BUDGET FOR THE CORPORATION FOR FISCAL YEAR 2016, AND AUTHORIZING AND APPROVING RELATED MATTERS.

WHEREAS, pursuant to AS 31.25.140(b), the operating budget of the Alaska Gasline Development Corporation (“AGDC”) is subject to the Executive Budget Act (AS 37.07); and WHEREAS, there has been presented to the Board of Directors of AGDC at this meeting a draft of the AGDC operating budget for the fiscal year beginning July 1, 2015, and ending June 30, 2016 (the “FY16 Operating Budget Draft”); and WHEREAS, staff of AGDC propose to deliver the FY16 Operating Budget Draft to the Department of Commerce, Community, and Economic Development as part of, and in accordance with, the Executive Budget Act; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Alaska Gasline Development Corporation as follows: Section 1. The FY16 Operating Budget Draft is hereby approved. Staff of AGDC is authorized to present the FY16 Operating Budget Draft to the Department of Commerce, Community, and Economic Development as part of, and in accordance with, the Executive Budget Act. Staff of AGDC is further authorized to participate in the Executive Budget Act process with respect to the FY16 Operating Budget Draft. Section 2. This Resolution shall take effect immediately upon its adoption. DATED this 24th day of September, 2014. __________________________________ John Burns – Board Chair

RESOLUTION NO. 2014-06 Page 1

AGDC Governance Framework __________________________________________________________________________________________________________________________________________________________

Corporate Governance is a system of expectations, boundaries, and processes within which people operate in an organization. It is also a key vehicle through which individual and organizational trust is established and maintained. Trust is built when behaviors = expectations.

As a public corporation, governance for AGDC occurs at three levels (see diagram below):

1. 1st Level - between the Governor/legislature and the BOD; 2. 2nd Level - between the BOD and the Executive Director; and 3. 3rd Level - between the Executive Director and the AGDC staff.

Governance includes the following components at each level:

1. Strategy and Direction; 2. Assurance of Delivery; and 3. Support to the Organization.

This initial governance system covers AGDC through the project phase. Governance will evolve over time, especially post commissioning when a revised system will be required to cover the operational phase of the company.

Governor and Legislature

AGDC BOD

AGDC Executive Director

AGDC Direct Reports

AGDC Staff and

Contractors

2nd Level Governance

1st Level Governance

3rd Level Governance

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1ST LEVEL GOVERNANCE

(1) Strategy and Direction Direction was given to AGDC by its shareholder, the State of Alaska, through its enabling legislation House Bill 4. The strategy and responsibility for achieving that direction is determined by the Board of Directors

(2) Assurance of Delivery A. Financial Controls

i. The Board of Directors will approve annual operating and capital budgets. The annual budget will consist of employee salaries for the upcoming fiscal year. The capital budget will be that portion of the overall project anticipated to be spent in the upcoming fiscal year.

ii. The Office of Management & Budget will receive the operating budget each year and shall seek Legislative budget approval with the rest of the Governor's budget.

B. Reporting

i. The Corporation submits activity reports to the Governor through the Department of Commerce, Community, and Economic Development ("DCCED") on a weekly basis and to the Legislature through a monthly letter to Legislators.

ii. An audited financial statement and annual report will be filed with the Governor and Legislature no later than January of each year.

(3) Support to the Organization The Corporation may, from time to time, find a need to seek additional funding or other legislative actions. Such needs will be addressed on an ad hoc basis.

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2nd Level Governance

1) Strategy and Direction

The following actions and strategies will be developed by AGDC Staff and recommended by the

Executive Director for approval by the Board. Those recommendations may be reviewed by the

appropriate Board Committee before being taken up by the entire Board:

A. Stage Gate Progression - recommendation that any project move through a stage gate to the next

stage in the project;

B. Tariff Methodology and Strategy - the tariff model to be used and any strategies for negotiations with

potential shippers;

C. Contracting Strategy-policies, approved vendor lists, and other contracting issues;

D. Staffing and Resourcing Strategy - the allocation of human capital to projects;

E. Forming Subsidiary Companies;

F. Issuance of Corporate Debt/Bonds or other borrowings;

G. Permitting Strategy - how projects approach federal, state, and local permitting issues;

H. ROW Acquisition Strategy-acquiring land or rights of way for a project; and

I. Commercial Negotiations (other than specifically noted herein)

i. Cumulative Financial Implications > $5 million Executive Director Recommends. BOD

Approves;

ii. Cumulative Financial Implications from $1to 5 million BOD Consulted. Executive Director

Approves;

iii. Cumulative Financial Implications < $1 million Executive Director Approves.

2) Assurance of Delivery

The Board will use policies and monitoring of Corporate activities to ensure the strategy developed is appropriately implemented.

A. The following policies will be proposed by the Executive Director and approved by the Board. They will help to establish the third level of governance:

i. Health, Safety and Environment;

ii. 3rd Level Delegations of Authority;

iii. Procurement;

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iv. External Affairs: Government, Media and Community {including Community Advisory Committee participation/facilitation);

v. Confidentiality; vi. Conflict of Interest: vii. Ethics and Business Conduct; viii. Security; ix. Human Resources; and x. Financial and Control (in addition to specifically defined herein).

B. An annual Internal Audit Program will be prepared by the Executive Director and approved by the Board;

C. The Audit Committee will approve the external auditing firm; D. The Incident and Emergency Response Structure, Investigation, and Communication process

will be approved by the Executive Director and reviewed by the Board; E. Financial Controls

i. Annual Expenditure Budget is proposed by the Executive Director in July and approved by the Board in August: • Individual Projects and Recurring Expenditures > $1 million will be itemized;

• Any increase in budget approved by the Board;

• Cumulative substitutions > 10% of the total budget approved by the Board;

ii. Expenditure Sanctions approved by the Board (Authorized Financial Expenditures or "AFE"): • Individual AFE > $2 million; • Supplements > 10% of AFE originally approved by the Board; • Supplements other than AFE originally approved by the Board if the increase is

>100% of the original AFE or causes the total AFE to be > $2 million; • Engineering, Design, and Long-Lead Materials > $2 million.

iii. Sale or Disposition of Assets or Materials approved by the Board if > $2 million: iv. Contract or Purchase Commitments approved by Executive Director and reviewed by the

Board:

• Engineering and Construction > $10 million; • All others > $1 million.

v. Annual salary budget (including salary comparison information) proposed by the Executive Director 60 days before submittal to Office of Management & Budget;

vi. Legal Matters and Settlements: • >= $50,000 BOD approves; • < $50,000 Board is informed.

vii. Executive Director's expense account proposed by the Executive Director, reviewed by CFO and approved by Board Chair;

F. Reporting and Monitoring will be accomplished by preparation and review of the following periodic reports (monthly, quarterly, and annual reporting to be included as a standing agenda item for Board

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meetings): i. Weekly report to DCCED and minutes from senior staff meetings; ii. Monthly Reporting:

• Monthly performance report; • Stage Gate Progression Tracking.

iii. Quarterly Reporting: • AFE review of sanction amounts, timeline and risks; • Audit findings register Ageing.

iv. Annual Reporting: • Annual audited financial statements; • Letter to Management prepared by external auditors.

G. 3rd Level Performance Management Programs approved by the Executive Director and reviewed by the Board annually;

H. Compensation and Benefit Programs proposed by the Executive Director and approved by the Board annually; and

I. Key Staff succession planning: i. For the Executive Director - proposed and approved by the Board; ii. For the Executive Director's direct reports - proposed by the Executive Director and approved by

the Board.

3) Support to the Organization

Advisory Committees will be formed and comprised of Board members who will be tagged to functions and

programs within AGDC based upon areas of experience and expertise. The primary role of the Advisory

Committee members is to be a consulted resource for ADGC management while becoming an informed Board

Member. The Advisory Committees do not have approval authority unless specifically delegated by the Board

of Directors. The Advisory Committees will be included within the AGDC activities to the extent practicable and

agreed by the AGDC Executive Director. With the recommendation and approval the ADGC Executive

Director, the BOD members will be involved in other activities to support the objectives of the company.

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3RD LEVEL GOVERNANCE

(1) Strategy and Direction

The Executive Director will implement policies and procedures for the Corporation to follow that will ensure compliance with the strategic direction set forth in paragraph 2{A) under 2nd Level Governance above. Additionally, the Executive Director will develop and implement policies and procedures as relates to the following:

A. Personnel; B. Travel; C. Risk management; D. Document control; E. Information systems; and F. Such other policies and procedures that the Executive Director deems necessary or

appropriate for the Corporation.

(2) Assurance of Delivery

Delivery will be assured by compliance with delegation of the authority from the Board and from the Executive Director to senior staff in accordance with the Delegation of Authority (attached as Exhibit A) and periodic progress reviews as follows:

A. Weekly meetings of senior level management to review status of each functional area will be held by the Executive Director. Minutes of those meetings will be kept and provided to the Board;

B. Monthly reviews will be held with senior management and the project control staff to review budget and schedule progress. The resulting details will be included in the monthly performance report to the Board under the 2nd Level Governance above;

C. Quarterly meetings with senior staff and major contractors {facilities engineers, pipeline engineers, and project management contractor) will be held to review the status of their progress and related budgets under contracts with the Corporation. Minutes of those meetings will be kept and reviewed by the Executive Director and provided to the Board; and

D. Annual budget compilation and review for presentation to the Board.

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(3) Support to the Organization The projects of the Corporation will be supported through the structure outlined above. Specifically, the Executive Director will provide clear direction to contractors and staff by:

A. Completing and updating the policies and procedures described above in a manner that allows staff to have certainty as to expectations of the processes to be undertaken in execution of their duties;

B. Ensuring through those policies that work environments allow the efficient and effective execution of their duties in a safe manner;

C. Through the monthly and quarterly contractor meetings, assuring that staffing and salary levels are appropriate to allow projects to be completed on time and at or under budget;

D. Ensuring that the annual budgets are prepared and reviewed by functional department managers and that their anticipated needs will be met;

E. Creating and implementing a public outreach program that includes sufficient materials for lawmakers and the public to remain informed about the project details and schedule; and

F. Anticipating and seeking approval of statutory changes necessary for the successful completion of their work.

Approved January 9, 2014

Signed: John Burns Chairman AGDC Board of Directors

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HEALTH, SAFETY AND ENVIRONMENT POLICY

1. PURPOSE The purpose of the Alaska Gasline Development Corporation (AGDC) Health, Safety, and Environment Policy is to provide a safe, healthy, and environmentally friendly environment for AGDC employees and contract employees working on individual AGDC sanctioned projects.

2. SCOPE This policy applies to all AGDC employees, contractors, project contractors and members of the Board of Directors.

3. DEFINITIONS N/A

4. POLICY Protection of people, the environment, and property is a core value of AGDC. AGDC is committed to the health and safety of our employees, partners, customers, and communities where we conduct business activities. These commitments apply to all AGDC departments and subsidiaries. Our objective is eliminate all injuries, occupational illness, unsafe practices, and environmental incidents from our activities.

Our policy is to:

• Ensure that our business practices and operations are aligned with our HSSE Policy;

• Systematically manage HSSE risk to drive sustainable business operations;

• Meet or exceed applicable HSSE laws, regulations, and other requirements;

• Ensure that all employees and contractors understand that working safely and securely is a condition of employment, and that they are each responsible for their own safety and the safety of those around them by directly intervening to stop unsafe acts;

• Provide employees with the capabilities, knowledge, and resources necessary to take personal ownership of HSSE excellence, and to openly communicate HSSE issues at all levels in the organization;

• Minimize the environmental impact of our operations by conserving natural resources, implementing pollution prevention practices, and responsible managing energy use;

• Actively consult with stakeholders and respect traditional knowledge and culture;

• Provide a secure work environment for our employees, contractors, and guests, and protect infrastructure and property;

• Assess and continually improve our HSSE Management Systems to achieve and maintain world-class performance.

It is the responsibility of all AGDC employees to report HSSE incidents and near-misses in order to identify lessons learned, implement actions to prevent recurrence, and achieve a zero-incident culture. Employee participation is actively encouraged and retaliation for raising HSSE concerns will not be tolerated.

Responsible Office: AGDC Board of Directors

Responsible Owner: AGDC Board of Directors Chair

Document Number: AGDC POL-00306

Approved by: Approver’s Name

Issued Date: Date Policy is Approved

Next Review Date: Date Policy is to be reviewed

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HEALTH, SAFETY AND ENVIRONMENT POLICY

5. SUPPORTING DOCUMENTATION • Health, safety, and environment plan

• AGDC human resources policies

6. POLICY VIOLATION Any employee found to have violated this policy may be subject to disciplinary action, up to and including termination of employment.







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PROCUREMENT POLICY

1. PURPOSEThe purpose of the Alaska Gasline Development Corporation (AGDC) Procurement and Contracting Policy is to establish and maintain the general procurement policy that will govern the conduct of AGDC procurement activities.

2. SCOPEThis policy applies to all AGDC employees, contractors, project contractors and members of the Board of Directors.

3. DEFINITIONSN/A

4. POLICYThis policy is intended to promote consistency and transparency in AGDC purchasing and result in the following benefits:

• Find the best solution for the money spent;

• Maintain efficient operational costs after the purchase;

• Know the quality of items or services purchased;

• Provide the best value for the price;

• Optimize efficiency of purchasing process and delivery of goods or services and;

• Have a balance of materials on hand and ability to replenish as required;

The Procurement Policy will be implemented through the following actions:

• Meet procurement demands by proactively recruiting, hiring, and training so that enough resourcesare available;

• Establish procurement policies and procedures that are compliant with national and state law,controlled by conducting regular internal audits to ensure continuous improvement and efficiency;

• Conduct procurement activities so that potential suppliers and subcontractors can clearlyunderstand the processes and requirements;

• Comply with provisions of any confidentiality agreements and require suppliers to do the same;

• Establish policies and procedures that deter fraud, theft, corruption, and mismanagement;

• Provide appropriate and adequate tools, technologies, and systems to fulfil procurement orders,decision-making, and reporting;

• Promote and encourage innovation to make procurement activities more effective and;

• Establish clear delegations and levels of authority for all procurement and contracting transactionsand activities.







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PROCUREMENT POLICY

5. SUPPORTING DOCUMENTATION• AGDC procurement policies

• AGDC procurement procedures

6. POLICY VIOLATIONAny employee found to have violated this policy may be subject to disciplinary action, up to and including termination of employment.







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EXTERNAL AFFAIRS: GOVERNMENT, MEDIA AND COMMUNITY POLICY

1. PURPOSEThe purpose of the Alaska Gasline Development Corporation (AGDC) External Affairs Policy is to minimize the potential for inadvertently creating negative, incorrect, or contradictory information being disseminated to the media or the public.

The External Affairs Policy strives to establish understandable, effective, and clear guidelines for communicating inside and outside the organization. Communications and government relations must be appropriately integrated throughout the AGDC organization and every project, since each functional area of the Corporation has some interaction with, and influence on, our audiences.

The External Affairs & Government Relations Department (EAGR) exists to help facilitate AGDC communications, not to hinder it. Our input will seek to encourage individual approaches and styles of communication, but to ensure that key messages, branding and factual information is consistent.

2. SCOPEThis policy applies to the Board of Directors, AGDC employees, and AGDC contractors. It governs all external AGDC communications. This policy also addresses general guidelines for the coordination and dissemination of information internally and offers general guidelines for organized Board communications.

3. DEFINITIONSN/A

4. POLICYTo provide consistent, accurate information, External Affairs and Government Relations (EAGR) will coordinate all external communications, including media relations and stakeholder engagement activities. The External Affairs Policy is intended to help with the following:

1. Keep the local communities affected by project activities and other stakeholders informed ofprogress on issues relating to such project activities,

2. Ensure that information and representations from AGDC are accurate, relevant and communicatedin a timely manner, and;

3. Provide an understanding of what AGDC and its projects are doing and why.

The External Affairs Policy will be implemented through the following procedures:

• Provide forward planning to identify and characterize upcoming AGDC or individual projectactivities.

• Establish regular communications about AGDC.

• Create an early tracking system to identify issues that could affect AGDC or individual projectperformance.

• Develop response strategies and protocols as appropriate.

• Establish other procedures implementing the External Affairs Policy.







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5. BOARD OF DIRECTORS

5.1 Communication among Members

Communication among the Board members shall comply with the requirements of the Open Meetings Act.

5.2 Communication with Staff

Board members should direct all requests for information or work from staff of AGDC through the Board Chair.

5.3 Communication with the Media and Other External Parties

The Board Chair will serve as official spokesperson and should be the only Board member to speak on behalf of the AGDC Board. If approached by the media for information about AGDC, Board members should defer to the Board Chair or direct the inquiry to EAGR.

5.4 Public Meetings

EAGR will handle the scheduling, public notification, internal notification and general coordination of meetings of AGDC staff and contractors with the general public. This does not apply to meetings of the AGDC Board of Directors.

6. EXTERNAL COMMUNICATIONS

6.1 Official Spokesperson

The following individuals are authorized to speak on behalf of the corporation:

Dan Fauske, AGDC President 907-330-6302

Miles Baker, VP, External Affairs &

Government Relations 907-330-6360

Kathy Day, Communications Director 907-330-6326

The President may designate other individuals to serve as company spokespersons.

6.2 Web Sites

Materials and information for posting on internal and external AGDC, ASAP or AKLNG websites will be submitted to EAGR for review. Only EAGR staff are authorized to upload new documents to the public website. Suggestions for additions or edits to all websites are encouraged. This does not apply to notices of







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mailto:[email protected]




meetings of the Board of Directors, which are under the control of AGDC’s General Counsel and Board Secretary.

7. SUPPORTING DOCUMENTATION• AGDC Communication and Media Procedures

• AGDC Style Guide

8. POLICY VIOLATIONAny employee found to have violated this policy, as supplemented and implemented by the AGDC Communication and Media Procedures, may be subject to disciplinary action, up to and including termination of employment.







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CONFIDENTIALITY POLICY

1. PURPOSEThe purpose of the Alaska Gasline Development Corporation (AGDC) Confidentiality Policy is to protect confidential information received or developed by AGDC.

2. SCOPEThis policy applies to all AGDC employees, contractors, and members of the Board of Directors.

3. DEFINITIONSAKLNG – Alaska Liquefied Natural Gas

ASAP – Alaska Stand Alone Pipeline

PMT – Project Management Team

4. POLICYConfidentiality is important in business because it provides a barrier around the amount of personal and business information that can be disclosed without consent. Trusting that the confidentiality policy is being enforced allows parties to share sensitive information that may be critical to the successful execution of contracts and employment agreements.

AGDC personnel will have access to certain business, financial, technical and process information that is of value to the owner of said information. Such information, together with other business and financial information of the parties, is to be held in strict confidence.

This policy includes all information about personnel, business processes, financial agreements, intellectual property, negotiations, and contract terms. Information will only be accessible to those who are authorized to have access to it.

The Confidentiality Policy will be implemented through the following actions:

• An employee will not reveal confidential business information to any unauthorized person or entity.

• AGDC will adopt and enforce confidentiality agreements with contractors and suppliers. Theconfidentiality agreement will contain language specifying that any direct or indirect use ordissemination of confidential information relating to AGDC or its individual projects, itsemployees, consultants, or suppliers to outside third parties except as provided by law is absolutelyforbidden while under contract, and after the contract has terminated.

The following items are protected by and barred from disclosure under the Confidentiality Policy:

• Personnel information,

• AGDC, ASAP PMT, AKLNG or sub-consultant trade secrets, business methods, or processes, and

• Information regarding inventions, patents, or discoveries created during, or as a result of, AGDC,ASAP Project, or AKLNG activities.







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CONFIDENTIALITY POLICY

5. SUPPORTING DOCUMENTATION• AGDC confidentiality policies

• AGDC confidentiality agreements








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CONFLICT OF INTEREST POLICY

1. PURPOSEThe purpose of the Alaska Gasline Development Corporation (AGDC) Conflict of Interest Policy is to establish the rules for avoiding conflicts of interest in all aspects of the organization.


3. DEFINITIONSN/A

4. POLICYIt is the policy of AGDC that any conflicts of interest, or apparent or potential conflicts of interest, be fully disclosed and that no director, supervisor, or staff member participate (other than by providing information) in any decision in which he or she has a conflict of interest.

It is the continuing responsibility of all directors, supervisors, and staff to review their outside business interests, philanthropic interests, personal interests, and family and other close relationships for actual, apparent, or potential conflicts of interest with respect to AGDC, and to promptly disclose the nature of the interest or relationship.

The Conflict of Interest Policy will be implemented through the following actions:

• All AGDC staff will understand and sign a conflict of interest statement.

• Contracts will have specific conflict of interest requirements and responsibilities for reportingconflicts.

• AGDC staff will be provided training to recognize, avoid, or resolve conflicts of interest.

• Where a potential conflict of interest is discovered, the potential conflict is to be fully disclosedimmediately to all affected parties and reported to AGDC for resolution.

• If someone outside of AGDC raises a perceived, potential, or actual conflict of interest, it will beinvestigated.

• AGDC staff will not establish, or cause to be established, a direct or indirect business relationshipbetween the AGDC and any entity (contractor, supplier, land owner, or otherwise) owned in partor whole by an immediate family member.

• AGDC staff may not promise, give, ask for, or take any bribe to help any entity receive favorabletreatment.

• AGDC staff may not accept any gifts, entertainment, loans, or anything else of value from acontractor, supplier, customer, or any entity that has commercial dealings with the AGDC, with theexception of normal personal loans with common terms offered by official financial institutions.







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CONFLICT OF INTEREST POLICY

5. SUPPORTING DOCUMENTATION• AGDC human resources policies








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ETHICS AND BUSINESS CONDUCT POLICY

1. PURPOSEThe purpose of the Alaska Gasline Development Corporation (AGDC) Ethics and Business Conduct Policy is to support and enforce the values of ethics, integrity, and lawfulness that are core values fundamental to the success AGDC and its projects.


3. DEFINITIONSN/A

4. POLICYAGDC is committed to ensuring a high standard of ethical practices. This policy specifically supports the following business behaviors:

• Act with integrity, fairness, and transparency;

• Comply with legal, regulatory, and license requirements;

• Do not tolerate corruption in any form and;

• Do not influence clients’ procurement decisions through improper means.

The Ethics and Business Conduct Policy will be implemented through the following actions:

• There is zero tolerance for corruption. Everyone working for or on behalf of the AGDC and itsindividual projects is prohibited from engaging in corrupt behaviors.

• Employees must immediately disclose actual or potential conflicts of interest. While AGDCemployees have a right to privacy in their personal affairs and activities, a conflict of interest canarise where personal, social, financial, familial, or political interest may influence, or appear toinfluence, the employees’ loyalty to or the objective exercise of their duties. Employees mustimmediately register the conflict with their manager.

• The AGDC has zero tolerance for the use of forced labor or other human trafficking practices.

• Business records will be maintained accurately, which is essential for understanding how ourbusiness operates and affects our ability to report performance. Employees will report all time,expenses, project and cost information, training activities, and health and safety incidentsaccurately and timely.

5. SUPPORTING DOCUMENTATION• AGDC human resources policies







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ETHICS AND BUSINESS CONDUCT POLICY








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SECURITY POLICY

1. PURPOSEThe purpose of the Alaska Gasline Development Corporation (AGDC) Security Policy is to establish the foundation for protecting and preserving information, physical assets, and human assets. Potential threats to AGDC assets include theft, sabotage, terrorism, vandalism, natural disaster, catastrophes caused by human failure, accidental damage, and other non-traditional threats.

2. SCOPEThis policy not only applies to all AGDC employees, contractors, project contractors and members of the Board of Directors, but also facilities, equipment, technology, and physical locations.

3. DEFINITIONSN/A

4. POLICYIt is the Policy of AGDC to use all reasonably practicable measures to ensure that:

• Sensitive AGDC information will be controlled and protected;

• Facilities and equipment will be secure;

• High levels of security will be instilled in all AGDC participants;

• Assets will be protected;

• Vulnerabilities, threats, and likeliness of a threat being realized or a vulnerability being exploitedis identify;

• Assets are protected in the most efficient and cost-effective manner;

• Security measures are continuously monitored and evaluated and identify potential improvements;

• Security audits will be conducted and;

• Establish and strictly enforce visitor and contractor access procedures for all facilities and worksites.

5. SUPPORTING DOCUMENTATION• AGDC human resources policies and procedures

• AGDC information technology policies and procedures

• AGDC administrative services policies and procedures








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HUMAN RESOURCES POLICY

1. PURPOSEThe purpose of the Alaska Gasline Development Corporation (AGDC) Human Resources Policy is to provide an employment environment that is objective, supportive, and encourages development.

2. SCOPEThis policy applies to all AGDC employees.

3. DEFINITIONSN/A

4. POLICYThis policy sets the standards for how AGDC management and staff shall conduct themselves as members of the corporation. This includes how they perform their jobs, make decisions, interact with one another, and manage the business operations of AGDC. AGDC leadership shall ensure the fair and consistent application of all AGDC HR policies. Managers shall seek to advance the long-term interests of AGDC, and maximize the quality, effectiveness, and productivity of their area of responsibility and the employees entrusted to them. Employees shall always strive to perform their duties to the best of their abilities, be respectful and tolerant of others, and uphold AGDC’s values.

The Human Resources Policy will be implemented through the following actions:

• Publish and maintain consistent HR policies and procedures;

• Clarify the behaviors that are expected of employees in the performance of their work;

• Establish clear accountabilities for all employees;

• Conduct an annual performance review for each employee to enable meaningful dialogue betweenemployees and line managers on the achievement of goals and objectives;

• Conduct annual development reviews with all employees to help them develop to their fullpotential;

• Offer a transparent reward system to ensure intended behaviors are encouraged and unwantedbehaviors are discouraged;

• Provide an environment where employees are able to work without discrimination or harassment,

• Promote employee health and safety;

• Recruit and hire using fair and objective criteria to create equal opportunity for candidates withinthe diverse employment pool;

• Establish and practice an objective and fair means for handling legitimate employee grievances;

• Ensure employees receive appropriate training to enable them to perform their duties competently,and;

• Act in the best interest of, and avoid bringing disrepute, to AGDC.







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HUMAN RESOURCES POLICY

5. SUPPORTING DOCUMENTATION• Human Resources policies

• Human Resources procedures








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ALASKA GASLINE DEVELOPMENT CORPORATION (AGDC) INTERNAL

CONTRACT REVIEW

Responsible Office: Administrative Services

Responsible Owner: Director of Administrative Services

Document Number: AGDC RPT-00001


Issued Date: Date Doc is Approved

Next Review Date: Date doc is to be reviewed

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Table of Contents 1. Overview ..................................................................................................................................... 3

2. Purpose ........................................................................................................................................ 3

3. Objectives .................................................................................................................................... 3

4. Scope ........................................................................................................................................... 3

5. Methodology / Procedures ........................................................................................................... 3

6. Schedule and Reporting ............................................................................................................... 4

7. Roles and Responsibilities ........................................................................................................... 4

8. Appendix A - AGDC Contract Review Table ............................................................................. 5

Responsible Office: Administration Services






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1. OVERVIEW AGDC will conduct an internal review of contracts (also referred to Master Services Agreement or MSAs) and the current administrative framework to determine the effectiveness of AGDC’s contract administration. The last contract review was performed during the first quarter of 2012 while AGDC was a subsidiary of AHFC. That review covered the period of July 1, 2010 through December 31, 2011.

2. PURPOSE The purpose of this review is to provide AGDC management and the Board of Directors assurance of the soundness of AGDC contracting procedures and that contracting activities are carried out in a consistent and efficient manner.

3. OBJECTIVES The objective of this review is to determine the following:

1. If AGDC contracts are properly authorized.

2. If contracts administrated by AGDC are being properly monitored to ensure that payments are made for valid expenses per the terms of the contract.

3. If AGDC expenditures are properly supported and associated payments are being made in complete, accurate and authorized manner.

4. If the contract management practices are consistent and effective, operating with sufficient internal controls.

4. SCOPE The scope of this review includes evaluation of AGDC executed contracts issued during the period of July 1, 2012 – June 30, 2014. The review will evaluate all contracts with an aggregate value in excess of $500,000. This includes 28 of the 72 MSAs open during the FY13 and FY14.

Note: AGDC’s contracts were reissued at the beginning of FY13 to reflect the transition from AHFC and to include the AGDC revised contract language. The gap between the AHFC review and this review will be January 1, 2012 – June 30, 2012. AGDC believes this is appropriate because all AGDC MSAs have been renegotiated and reissued since this time.

5. METHODOLOGY / PROCEDURES AGDC lead staff members shall perform the following activities to meet the stated objectives above:

1. Review of AGDC contracts for evidence that contracts were signed by authorized parties prior to the start of work.

2. Review of modifications and change orders to contracts for proper levels of authorization.

3. Review of contracts that have been closed out for evidence that all required deliverables per the scope of work were completed prior to final payment and closeout.







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4. Review of payments made on AGDC contracts to ensure payments were properly supported,

billings were allowable per the terms and rates of contracts and were authorized by the appropriate level of signing authority.

5. Review and evaluate AGDC’s contract administration practices to determine if quality control activities are being performed to ensure contractors are completing their scope of work and submitting deliverables within required timelines and contract value.

See Appendix A for Contract Review Table.

6. SCHEDULE AND REPORTING The review will be conducted over a three month period with approximately nine contracts reviewed per month. A final report will be issued within one month of the completed review containing observations and recommendations for improvement.

7. ROLES AND RESPONSIBILITIES AGDC staff members who will lead the review efforts are:

• Director of Administrative Services

Other AGDC staff members who will contribute to the review are:

• Vice President of Finance and Administration

• Director of Finance

• Manager of Budget and Accounting

• Contracts Compliance Officer







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8. APPENDIX A - AGDC CONTRACT REVIEW TABLE Purpose: To determine if AGDC has proper internal controls established to ensure that AGDC contracts are properly authorized, change control is properly managed, payments are supported, accurate and allowable and that contracts are closed out in complete and timely manner.

Scope: Review of FY 13 and FY 14 AGDC active and closed out contracts.

WP #

Initials

1 Through discussions with AGDC management and staff document our understanding of how contracts are executed and managed.

2 Test of Design – Unauthorized and Ineligible Expenses

Through corroborative inquiry and review of supporting documentation, determine the following:

1. Does AGDC have an established list of authorized signers and corresponding dollar limits of authority?

2. Does AGDC have dual control on contract payments requiring signature by both the contract manager and the contract administrator?

3 Test of Effectiveness – Unauthorized Expenses

Obtain a listing of all AGDC active and closed out contracts/RSAs/Agreements.

For each contract selected:

1. Determine if the contract is supported by an approved request from the contractor or from an authorized AGDC party.

2. Determine if the contract was executed by an authorized signatory.

3. Determine if the amount of the contract was within the signatory’s authority limit.

4. Determine if contract language identified to the contractor who is authorized from AGDC to approve change orders or modifications to the contract.

4 Test of Effectiveness – Unauthorized and Ineligible Expenses

For each contract selected:

1. Determine if amounts billed were accurate per contract terms by randomly selecting one monthly invoice per contract for review.







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WP #

Initials

2. Determine if amounts billed were for allowable activities/services/goods per contract terms by randomly selecting one monthly invoice per contract for review.

3. Determine if payments were authorized by all appropriate authorized signatories prior to payment.

5 Additional Testwork – Unauthorized Expenses

Obtain a listing of change orders/modifications to AGDC contracts and review all change orders for:

1. The change order is supported by a request from the contractor or from the authorized AGDC party.

2. The change order was executed by an authorized signatory.

3. The change order was not for goods/services which otherwise should have been procured under a stand alone contract.

6 Additional Testwork – Ineligible Expenses

Obtain a listing of contracts which have been closed out by AGDC and review each contract for:

1. Evidence that all required scope of work/deliverable items were reviewed for successful completion per terms of the contract and within required timelines.

2. Total billings for the contract did not exceed authorized contract dollar amounts.

3. Final payment was paid upon successful completion of the contract.

4. Contractor received communication from AGDC that the contract was closed out.

5. For any contract that was terminated prior to successful completion, determine if AGDC reviewed contractor for non-performance and applied appropriate remedies available per terms of the contract.

7 Conclude as to AGDC’s effectiveness of contract administration.







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Alaska Gasline Development Corporation (AGDC)

Cost Assignment and Allocation Manual (CAAM)

As of September 2014

Table of Contents

1. Introduction ........................................................................................................................................ 3

2. Corporate Organization ..................................................................................................................... 3

3. AGDC Organizational & Project Structure ..................................................................................... 3

3.1 Alaska Gasline Development Corporation G&A .................................................................. 3

3.2 Alaska Stand Alone Pipeline ................................................................................................. 3

3.3 Alaska LNG .......................................................................................................................... 4

4. Transactions with Affiliates ............................................................................................................... 4

5. Cost Assignment and Cost Allocation Process ................................................................................. 4

5.1 Cost Assignment ............................................................................................................................. 4

5.2 Cost Allocation ............................................................................................................................... 4

6. Cost allocation for budgetary purposes ............................................................................................ 5

7. Appendix “A” Terms .......................................................................................................................... 6

8. Appendix “B” TWO FACTOR AGDC G&A ALLOCATION PERCENTAGE METHOD ....... 7

1. INTRODUCTION This Cost Assignment and Allocation Manual (CAAM) documents the process followed by the Alaska Gasline Development Corporation (AGDC) to charge costs to each AGDC company, business unit, division, service or internal fund (“Allocated Unit”). The processes are intended to ensure each Allocated Unit is charged for the services it uses and that AGDC is in compliance with applicable Federal Energy Regulatory Commission (FERC) and/or Regulatory Commission of Alaska (RCA) laws and regulations to support “just and reasonable” tariff rates1.

As of September 2014, this CAAM has been designed to accommodate the current phases of projects that AGDC is either conducting or participating in during fiscal years 2015 and 2016. It is expected that AGDC will evaluate these cost assignment and allocation processes periodically to determine if changes to such processes are appropriate, and to revise this CAAM as necessary.

AGDC expects to develop a comprehensive Cost of Service (COS) Manual that will include Cost Assignment and Allocation practices used to develop tariff rates required for a filing with a regulatory agency to establish regulated tariffed services and rates.

2. CORPORATE ORGANIZATION AGDC is an independent, public corporation of the State of Alaska established to develop, finance and potentially operate natural gas pipelines and other energy transportation systems within the state as well as develop an Alaskan liquefied natural gas project. The organization is staffed by AGDC employees and embedded contractors. Employees and contractors generally belong to AGDC’s Corporate General and Administrative (“G&A”) division, the Alaska Stand Alone Pipeline (“ASAP”) project division or the Alaska LNG (“AKLNG”) project division. In the future, other entities, divisions, business units or internal funds could be added to AGDC’s business activities.

3. AGDC ORGANIZATIONAL & PROJECT STRUCTURE

3.1 Alaska Gasline Development Corporation G&A AGDC G&A expenses are primarily shared services costs which include wages and salaries, rents, travel, insurance, supplies, contract services, depreciation and other expenses that often cannot be directly assigned, nor easily associated on a cost-causative basis with a particular Allocated Unit. All travel and other incidental costs for staff in the G&A functional departments will be included in the G&A cost pool to be allocated among the Allocated Units in accordance with the procedures in this manual. To the extent G&A costs can be directly allocated to an Allocated Unit (for instance salary for a G&A position that is dedicated solely to one particular Allocated Unit), those costs will be charged directly and not included in the allocation of the other G&A costs.

3.2 Alaska Stand Alone Pipeline The ASAP Project activity consists of engineering, design, environmental, regulatory and land related activities for the Project. The Project team has several divisions including: project management; project services; construction planning; pipeline; facilities; environmental, regulatory and land; interface; and

1 AK LNG anticipates regulation by the Federal Energy Regulatory Commission under Section 3 of the Natural Gas Act; ASAP anticipates regulation by the Regulatory Commission of Alaska under AS 42.08 applicable to contract carriage by in-state natural gas pipelines. Each body has rules and case history dealing with affiliated interest transactions and cost-causer/cost-payer standards although no 42.08 rules have been developed at this date.

http://rca.alaska.gov/RCAWeb/home.aspx

health, safety security and environmental. Direct costs of the ASAP Project and a portion of G&A costs will be accounted for as Project costs.

3.3 Alaska LNG AGDC is responsible for advancing the State of Alaska’s interest in the AKLNG project as a minority owner in one or more segments of the project. The AKLNG project will have direct costs consisting of staff including a Vice President, Program Manager, Engineers and Subject Matter Experts (SMEs) to provide oversight of AGDC’s non-operated interest in Alaska LNG. Other direct expenses will include capital contributions, legal and commercial costs that are attributed solely to the AKLNG project.

4. TRANSACTIONS WITH AFFILIATES AGDC incurs and pays for all of its costs, including services provided to AGDC from the State of Alaska or from State of Alaska owned entities. Those services are primarily for legal services from the Department of Law and regulatory and permitting work under the normal course of pipeline and facility project development. All services from the State of Alaska or any other State entities are provided at usual and customary rates2. All service costs incurred by affiliates are covered under Reimbursable Service Agreements (RSAs) between AGDC and the entity providing the service. The services are directly assigned or charged to the Allocated Unit based upon identification of the specific activity.

5. COST ASSIGNMENT AND COST ALLOCATION PROCESS

5.1 Cost Assignment AGDC will directly charge costs to one or more Allocated Units if the cost can be associated solely with a specific activity. Labor costs including salary and benefits for AGDC employees will be directly charged to the activity at the actual labor and benefits cost for each payroll period.

5.2 Cost Allocation AGDC will allocate AGDC’s G&A costs that cannot be directly assigned to one or more Allocated Units using an allocation factor that follows cost causation principles, reflects the benefits received by each Allocated Unit, and results in a fair and reasonable allocation of costs. Specifically, allocations will be based upon a two factor “AGDC G&A Allocation Method”.

AGDC G&A Allocation Method – A two factor allocation method based upon budget appropriations and staffing levels:

Factor 1: Funding: State of Alaska budget appropriation funding for ASAP and AK LNG projects in proportion to the total AGDC project funding. For purposes of the allocation, the capital contribution portion of the AKLNG Project will be excluded from the AKLNG appropriation amount as it will be paid by large monthly cash calls and including those cash calls would result in a disproportionate allocation of costs to the project. The factors will be updated if and when a new Allocated Unit is established within AGDC.

2 A “state entity” is defined by AS 31.25.90(b) as “a state department, authority, or other administrative unit of the executive branch of state government, a public university, or a public corporation of the state.” AS 31.25.90(d) provides that the Department of Natural Resources shall grant a right-of-way lease at no appraisal or rental cost under certain circumstances.

Factor 2: ASAP and AK LNG project staffing: Full Time Equivalent (FTE) project headcount (Employee and Embedded Contractor) in proportion to the total Allocated Unit FTE headcount.

50% of the allocator will be based upon Funding and 50% will be based upon Staffing. The end result will be used to allocate AGDC G&A costs to one or more Allocated Units. The two factor allocation method is required because there is no single allocation factor that could provide a cost causative link. The two factor allocator is designed to measure distinct aspects of company activity and results in an overall fair assignment of costs based on legislative intent and cost-causation principles.

During fiscal years FY15 and FY16, the AGDC G&A allocation will be recorded in AGDC financial records based upon the Two Factor AGDC G&A Allocation Percentage presented in Appendix B. A True-Up will occur at the end of each fiscal year. Given the status of the two projects AGDC is currently tasked with and the potential for other projects to be added, the factors presented in this document will be re-evaluated, as needed, after each fiscal year.

6. COST ALLOCATION FOR BUDGETARY PURPOSES The allocation of costs to Allocated Units will be done on a gross basis for budgetary purposes. Each Allocated Unit’s budget will include a line item entitled “Allocated G&A” and the respective allocations will be included thereon. There will be no attempt to spread those allocated costs beyond that line item.

7. APPENDIX “A” TERMS Activity - a business activity, product, or service, whether offered by an entity, a division of an entity, or an affiliate of an entity. For the purpose of direct cost assignments, activities will be delineated to the extent reasonably practicable by company, business unit, division, service or internal fund.

Affiliate - a subsidiary of an entity, a parent company of an entity, a joint venture organized as a separate company or partnership to the extent of the entity’s involvement with the joint venture, a subsidiary of a parent company of an entity or where the entity or the parent company has a controlling interest over an entity. For the purposes of this CAAM, an affiliate also may include a unit, division, separate business activity or operating part that is within the entity and which provides assets, goods, services, information having competitive value, personnel, or financial resources other than, or in addition to, the entity’s service.

Affiliate Transaction - a transfer of a good, service or tangible or intangible asset from one entity to an affiliated entity, or from an affiliate to an affiliated entity.

Business Unit – a discrete part of a business that is part of a larger business entity or company.

Common Cost - costs that are incurred by an entity that benefit one or more Allocated Units.

Company – A legal entity such as anything other than a natural person that can function legally, enter into a contract, sue or be sued, and make decisions through agents. A legal entity, under the law, is responsible for its actions and can be sued for damages. For example, a corporation is a legal entity.

Cost Allocation - the distribution of a Common Cost to one or more companies that benefit from the provisioning of the service.

Cost Assignment / Direct Assignment – charging a cost that is specifically identified with a particular activity to that activity.

Division – one of the parts into which a business, organization or company is divided and is similar to a business unit.

Internal Fund – a set of accounts to show how money is spent for specific purposes.

Service –a set of actions or solutions that are put in place or are performed to provide a repeatable and consistent set of outcomes, deliverables, and performance for people, organizations, and systems that represent consumers or beneficiaries of such results.

Services can be executed or delivered either directly by people, such as in the case of professional services, or by systems, such as in the case of utilities. A specific function of an Organizational Area can be a service and examples include but not limited to: Executive Management, Internal Audit, Payroll and Marketing and Sales.

Shared Services Activities - Activities performed by functional departments of an entity on behalf of one or more Allocated Unit.

Shared services functions include, but are not limited to, the following:

Accounting, Finance, Tax, Treasury, Human Resources, Information Technology, Purchasing/Supply Chain Management, Commercial, Legal, Facilities and Fleet Management, Customer Accounting and Service.

8. APPENDIX “B” TWO FACTOR AGDC G&A ALLOCATION PERCENTAGEMETHOD

Two Factor AGDC A&G Allocation PercentageWeighted Two Factor Allocation Percentage

AGDCASAP 84%AKLNG 16%

100%

AGDC FY15 - FY16 Current Budget$ - million

FY15 FY16 Total Total for Projects % of Total for Projects WeightingAGDC 21.5 22.0 43.5 ASAP 102.5 112.0 214.5 214.5 75% 37%AKLNG 62.3 10.7 73.0 73.0 25% 13%

186.3 144.7 331.0 287.5 100% 50%Note: Excludes EOA and TC Buy Out.

FTE Headcount (as described under 5.2)

FY15 - FY16 Total for Projects % of Total for Projects WeightingAGDC 32.0 ASAP 80.0 80.0 93% 47%AKLNG 6.0 6.0 7% 3%

118.0 86.0 100% 50%

Alaska Gasline Development Corporation Compensation Program

Responsible Office: Human Resources

Responsible Owner: Director of Human Resources

Document Number: AGDC PLN-00500

Approved by: Bruce Tangeman, VP Admin & Finance

Issued Date: 9/22/2014

Next Review Date: As Required

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Table of Contents

1 Purpose .................................................................................................................................... 3

2 Scope ........................................................................................................................................ 3

3 AGDC Compensation Program............................................................................................. 3

3.1 Job Titles and Position descriptions ............................................................................... 3 3.2 Salary Schedules ............................................................................................................. 4 3.3 Salary Comparisons ........................................................................................................ 4 3.4 Compensation/Salary Surveys ........................................................................................ 5 3.5 Rating Positions for Salary Level ................................................................................... 5

4 Summary ................................................................................................................................. 6






Next Review Date: 9/22/2015

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1 PURPOSE In 2010, when the first funding for Alaska Gasline Development Corporation (AGDC) was approved, Alaska Housing Financial Corporation (AHFC) was given the task of setting up an infrastructure to govern/guide AGDC to an in-state pipeline on a year to year basis. This mandate included HR and Payroll administration, including setting competitive compensation levels. At the time, and with the concurrence of the AHFC and the AGDC Board (one and the same at the time), it was determined to take the most relevant wage ranges and increase them by 15%. This was based on four premises:

• There was (and is) no guarantee of long term job security; yet, the job ahead demanded the best available talent;

• To a large extent, AGDC would be competing with the private sector, including the Oil and Gas industry, for talent, both in technical areas and in the administrative realm, however we were still mindful that AGDC is a public entity and recognized some need to be reasonable regarding salaries and placement;

• Given the paucity of authorized positions (PCN’s in the State’s parlance), 7 at the time, AGDC could not afford to hire anyone less than fully qualified, at whatever level. Given the restrictions that AGDC faced, there was no time, nor funding, for On the Job Training (OJT). During this time, and until July 1, 2013, AHFC loaned AGDC 5 PCN’s to allow for the required corporate oversight to be maintained;

• Succession planning with these limitations is difficult, but not impossible. However, to accomplish that, future planning has to accommodate the idea that we cannot hire at lower or intermediate functional levels. Wherever possible, we have hired, and continue to hire, people who could be fully functional on the first day of employment.

The 15% figure, along with a competitive benefit package, was enough to get the organization off the ground, and seed it with enough talent to move forward.

2 SCOPE The AGDC Compensation Program applies to all AGDC employees.

3 AGDC COMPENSATION PROGRAM

3.1 Job Titles and Position descriptions Many of the job titles in the original fiscal note have become inaccurate over time as the organization has become more mature, with a better understanding of the specific skill sets required to fulfill the corporate mission. Additionally, original job titles became less and less inclusive of all the responsibilities of each position; that is not the fault of the drafters, but, of inadequate information and a lack of knowledge what the future statutory, mission, and legislative requirements would be.

Each position at AGDC has been in a state of evolution since our inception. We have updated both job titles and job descriptions in some areas (most notably, IT), but while we have updated job descriptions at each vacancy we’ve had to fill, as well as at times we’ve realized that job responsibilities have outgrown the original design, the concomitant evolution of job titles have not always kept pace.







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As a case in point we have recently changed the “HR Specialist” job title (which connotes a lower level employee primarily involved in administrative support) to “HR Officer” (which includes direct involvement in the management of various HR functions, as well as policy development and interpretation, recruiting and recruiting process development, HRIS implementation and management, benefits administration, Employee Relations, Labor Law input, Personnel File Administration, and Training.)

With the expansion of AGDC, given the most recent legislation; we have only 38 PCN’s (32 funded by the ASAP project and 6 funded by the AKLNG project) to administer and control two major projects and nearly $500M in funding.

HR Staff have compiled a binder, by PCN, with current job descriptions and resumes or applications for each incumbent. This binder is available for review by the Board.

Out of the possible 38 total PCN’s available, AGDC has filled 24 as of September 2, 2014. AGDC has been careful to not utilize PCN authorized positions where a contractor can fulfill the need. That sentiment is balanced by the need to ensure Corporate control and responsibility.

3.2 Salary Schedules The Exempt Salary Schedule is based on the original matrix passed by the AGDC board of directors in 2010. It incorporates the 15% premium (along with the annual COLA increases as directed by the Governor and approved by the Board of Directors), and also, adds the high end annual salary of $300K for the VP-AKLNG from the fiscal note (SB138).

The original salary schedule was expanded to include (with the addition of one higher salary range) the upper end of $300K, plus two years of a 5% percent merit increase. All other wage rates were modified to make them equidistant from each other, both vertically and horizontally.

It was not necessary to expand the non-exempt salary schedule because at the high end of skills and requirements, it overlaps well into the Exempt range. That is common between non-exempt and exempt divisions. [AGDC uses the Fair Labor Standards Act (FLSA) definitions for determining the divisions between exempt and non-exempt]

See Attachment A for Salary Schedules

3.3 Salary Comparisons AGDC is an organization exempt from the State of Alaska Personnel Act, and we have specific statutory functions that we have been directed to fulfill. From a professional HR perspective, it has been a challenge to both keep within the parameters of the number of corporate direct hires authorized, and still fulfill the responsibilities required.

To provide some additional comparison data, we have included copies of the State of Alaska executive salaries and salary scale (Attachment B). However, it is important to realize that this, and other, salary comparisons are from December, 2013, while AGDC salaries and salary scale are current.

Attached are salary comparisons with similar or identical job requirements within the State of Alaska (Attachment C).

Also, attached is the current roster of all employees and their current salary as reported to the State of Alaska (Attachment D).







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3.4 Compensation/Salary Surveys We utilize the Compensation Survey data from Milliman International heavily in forecasting salaries and planning for the future. At this point, we only have the 2013 data; but we have ordered the 2014 data (effective August 14, 2014), and we should have that available within the month. We also utilize the Hay Group surveys and compensation analyses data for general guidelines. To this point, we have not purchased specific survey data from Hay (which are very expensive), however, we do use their general guidelines for both Oil and Gas and General Market (copies of their salary/wage range increases projected for 2014/2015 are attached at Attachment E). AGDC aims for the 75th percentile in remaining competitive. Milliman participants projected a low of 1.9% increase in the salary structure to a high of 3.4%. Hay Group participants (General Market, not Oil and Gas) projected an average of 1.7% increase in their salary structure, which varied from a low of 0% to a high of 3.0%. AGDC’s change in the salary structure for the current fiscal year is 1.0%.

Attached is a copy of the companies participating in the Milliman survey, and a listing of the job descriptions surveyed. Milliman breaks out the survey in a number of ways: 1) All Participants; 2) Private Sector; and, 3) For Profit. They do not include any Oil and Gas producers, but they do have some oil and gas sector service company participants. (Attachment F).

We have summarized some key positions and their wage ranges, which are found in Attachment G.

It is difficult to summarize nearly 200 pages of data and survey information, so, if any Board member wishes to review the survey binder, HR will make a copy available. The Milliman data is proprietary, so the copy cannot leave AGDC premises.

It should be noted that the data provided by AGDC is current information; the data reported by the State of Alaska, as well as the Milliman survey, is from 2013. From their own data, one can infer the 1.0% COLA increase (State of Alaska) as well as the projected 2.0% to 3.4% merit increases (both Milliman and State of Alaska), across the board, have increased the salaries given in this document.

Given below is a link to the Milliman website.

http://us.milliman.com/about/

3.5 Rating Positions for Salary Level In establishing salary ranges for positions at AGDC we have routinely used the following criteria:

1. Consequence of Error:

The degree to which a position could have serious financial, legal, or political consequences by an error of judgment, policy interpretation, or administrative decision. The scale runs from: 0 = little to no risk, no error is possible within proscribed limits, and if an error occurs it is easily identifiable and correctable; to 10 = High risk; the position is endowed with wide latitude to exercise decision making with serious long term consequences, and difficult to recover from; and,

2. Autonomy/Independence of Action:

The degree to which the position can make decisions, with little or no further review which may assist, create new elements to, or modify the mission of the company. The scale runs from: 0 = little or no independence of action, job duties and responsibilities are carefully described; few opportunities for







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http://us.milliman.com/about/

independent action are necessary or required; to 10 = Wide latitude is given, and expected as a normal adjunct to the position. Little review of decisions is expected, nor, in some cases, even possible; and,

3. Supervision and Management:

The degree to which the position is required to supervise the work and work direction of others. The scale runs from: 0 = No supervision or work coordination required; job duties are narrowly focused with singular focus and finite work product; to 10 = Supervision and management of a wide diversity of functions and responsibilities that may cross functional and divisional lines, and often delegates direct supervision down to subordinate directors, managers, and supervisors.

4. Interaction:

The degree to which the position is required to fulfill responsibilities through both internal and external interaction with others. The scale runs from: 0 = Little or no interaction is required, either internally or externally, to fulfill the requirements of the position; if interaction is required, it is normally deferred to a higher level employee; to 10 = Position requires nearly constant interaction with both internal and external entities, and is expected to do so with the central theme of the corporation in mind. A high level of tact, diplomacy, and political savvy is required.

5. Academic Knowledge Required:

The degree to which academic achievement is integral to the successful fulfillment of the position. The scale runs from: 0 = Nothing above a high school or GED educational level is required, given requisite experience for the position; to 10 = Academic advancement and understanding is fundamental to the position; without the basic academic precepts of the array of technical, scientific, administrative and executive requirements of the position, there is little chance of success.

6. Market:

The degree to which the market has determined the relative value of the position and the difficulty recruiting for highly competent candidates for the position: The scale runs from: 0 = The market is easy to recruit for available talent; there is much competition for the position at the current wage range; to, 10 = The market has assessed a premium on the discipline, or the level of expertise required; there are sometimes few, if any good candidates through normal recruiting methods. The company may have to employ high end search firms or advertise higher salaries to attract the expertise needed.

4 SUMMARY While AGDC is a new entity, it has brought a fair amount of expertise and savvy to the table on all fronts. We have been very fortunate that several key senior staff members, who were first assigned to AGDC, have chosen to remain as permanent employees with this organization. We have also been very deliberate and cautious as we slowly grow the organization by bringing on board those with a wide range of technical, political, and administrative acumen from both the public and the private sectors. Without a doubt, those who are employed by AGDC are risk takers as there is no long term job security and to be successful here requires an ability to produce.







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MonthlyAnnualHourly

MonthlyAnnualHourly

MonthlyAnnualHourly

MonthlyAnnualHourly

MonthlyAnnualHourly

MonthlyAnnualHourly

MonthlyAnnualHourly

19.48 26.62

3,203.43 4,327.64 5,451.86

3,377.07 5, 852. 92

33.76

4, 61 4. 99

4,961.53

5, 31 6. 09

5,702.40

6,552.93

12

13

4,473.44 6,105.76 7,738.08

38,441.13 51,931.72 65,422.31 18.48 24.97 31.45

40,524.80 55,379.92 70,235.04

FY2015 Alaska Gasline Development Corporation Salary Schedule - Non Exempt

Effective 7/1/2014

Grade Minimum Mid-Point Maximum

1443,646.06 59,538.41 75,430.76

20.99 28.62 36.27

3,637.17 6,285.90

1546,709.99 63,793.14 80,876.28

22.45 30.67 38.89

6, 739. 69 3, 892. 50

1650,108.69 68,428.79 86,748.90

24.09 32.90 41.70

7,229.08 4,175.72

1753,681.30 73,269.16 92,857.02

25.81 35.23 44.64

1857,775.43 78,635.17 99,494.90

27.78 37.80 47.83

8,291.24 4.814.62

MonthlyAnnual

MonthlyAnnual

MonthlyAnnual

MonthlyAnnual

MonthlyAnnual

MonthlyAnnual

MonthlyAnnual

MonthlyAnnual

GP H 16,090.99 22,515.81 28,940.63 193,091.85 270,189.67 347,287.50

FY2015 Alaska Gasline Development Corporation Salary Schedule - Exempt

Effective 7/1/2014 Revised 7/10/2014

Grade Minimum Mid-Point MaximumGP A 5,260.08 7,356.83 9,453.58

63,120.96 88,281.96 113,442.95

GP B 6,804.02 9,520.73 12,237.44 81,648.22 114,248.76 146,849.31

GP C 8,351.85 11,686.58 15,021.31 100,222.15 140,238.91 180,255.67

GP D 9,899.67 13,852.42 17,805.17 118,796.08 166,229.05 213,662.03

GP E 11,447.50 16,018.27 20,589.03 137,370.02 192,219.20 247,068.39

GP F 12,995.33 18,184.11 23,372.90 155,943.96 218,209.35 280,474.75

GP G 14,543.16 20,349.96 26,156.76 174,517.89 244,199.50 313,881.11

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Schedule of Compensation for Executive PositionsCalendar Year 2013

DWISION SALARY HOUSING,ruTg’r r

OTHER

Bonnet Hale, Michelle Division Director

FE

p

Busse-Floyd, Elaine

Cherian, Tom

fl,fn,4’ T

Edwards. Alicelartie. Larry.,, 5.,,,.,,.m,

van Kristin

Division Director

Division Director

fl.w,dn,, fl,r.,’tnr

Division Director

CommissionerDeoutvDivision Director‘‘ Cnncervation TotalS,pan slilcub UI yin .,uun

123,75047,130

125.42253.028

125 .23 8135.619158.025131.964

•tvvvsts7.0417.909

43.28534.788

130.79155.039

125.42296.3 13

160.026

135619

158025

131964

993.199

.

.•:•

r,..’,:‘. DEPARThENTOFRSBAJWGA

Bates, Randall Division Director Habitat 130,121 130,121Bedford, David t.ssistant Commissioner 66,195 15,442 81,637Brooks, Kevin Deputy Commissioner 155,564 155,564Campbell, Cora Commissioner 135,619 17,579 153,198Fleener, Craig Deputy Commissioner 103,958 21,780 125,738Haight, Sunny Division Director dministrative Services 92,457 92,457Nelson, Hazel Division Director Subsistence 108,616 108,616Regnart, Jeff Division Director Commercial Fisheries 118,163 13,720 131,883Swanton, Charles Division Director Sport Fish 127,038 127,038

Department of Fish and Game Total 1,106,252

EPARTMENT OF ENVIRONMENTAL CONSERVATIONWaterEnvironmental HealthAdministrative Servicesy,l1 nA Ry,,nny,

Air Oualitv

tJ.,,,I*I,1C,I1 and Resnonse

NAME JOB CLASS TITLEDEPARTMENT OF EDUCATION AND EARLY DEVELOPMENT

Hanley, Mike Commissioner 135,619 135,619Hawk, Randy Division Director Mt. Edgecumbe High School 127,717 127,717Lewis, Mark Division Director Education Support Services 119.288 119,288McCauley, Susan Division Director Teaching and Learning Support 99,627 99,627Morse, Leslie Deputy Commissioner 143,893 11,924. 155,817Nudelnian, Elizabeth Division Director education Support Services 120,885 120,885Thibodeau, Linda Division Director Libraries, Archives, and Museums 120,885 120,885

Department of Education and Early Development Total 879,838

TOTAL

“Other” colunm includes leave cash-in amounts, terminal leave amounts, and salary adjustments.


flWIQTAN CAT ADV ROUSING VEHICLE OTHERNAME JOB CLASS TITLE

TOTALOFFICE OF TUE GOVERNOR

Bell, Guy Division Director Administrative Services 166,307 166,307Fenumiai, Gail Division Director Elections 125,062 11,507 136,569Knudson, Kip Division Director State and Federal Relations 201,510 201,510Nizich, Michael Chief of Staff Office of the Governor 190,038 190,038Pamell, Sean Governor 145,000 145,000Rehfeld, Karen Division Director Office of Management and Budget 161,942 161,942Toohey, Michelle Chief of Staff Office of the Lieutenant Governor 107,107 107,107Treadwell, Mead Lieutenant Governor 115,000 115,000Office of the Governor Total1,223,473

DEPARTMENT OF HEALTH AND SOCIAL SERVICESBrodie, Margaret Division Director T-{ealthcare Services 101,306 1.375 102,681Chriatenson, Craig Deputy Commissioner 96,250 96,250Cote, David Division Director Alaska Pioneer Homes 22,600 53,727 76,327Efird, Sana Assistant Commissioner 60,177 60,177l-’enjum, Barbara vision Director Juvenile Justice 116,566 11,105 127,671Hurlburt, Ward vision Director/Chief Medical Officer Public Health 181,682 181,682Kreher, Ronald D’vision Director °ublic Assistance 124,502 124,502Lawton, Christine ivision Director Office of Children’s Services 135,036 9,969 145,005Mayes, Duane ivision Director Senior and Disabilities Services 113,717 21,253 134,970Sailors, Rosemarie Deputy Commissioner 125.087 125,087Shelton. Kern Division Director ublic Health 66,646 8,721 75,367Stone, Melissa Division Director Behavior Health 127,189 127,189Streur, William Commissioner 135,619 135,619Truitt, George Division Director Alaska Pioneer Homes 72,055 72.055

Department of Health and Social Services Total 1,584,582

-,______________ DEPARTMENT OF LABOR AND WORKFORCE DEVELOPMENT ‘

Ayers. Wanetta Jo Division Director Business Partnerships 13.815 13,8151umer, Dianne Commissioner 135,619 9,291 144,910

Cashen. Gregory Assistant Commissioner 53,911 38,481 92,392Dick, Paul “ision Director Employment Security 68,846 33,848 102,694

posito, Fred ‘ision Director Alaska Vocational Technical Center 151,260 2,736 153,996Geldhof, Corine “ision Director Business Partnership 108,621 3,791 112,412Harbour, Paloma “ision Director Administrative Services 60,177 60,177Harvey, James “ision Director Employment Security 22,493 22,493Keith, Sondra Brynn ‘ision Director Administrative Services 56,423 87,816 144,239Maher, Mike Deputy Commissioner 68,287 68,287Mitchell, Grey Division Director/Assistant Commissioner Labor Standards and Safety 135,361 135,361Monagle, Michael Division Director Workers Compensation 117,635 117,635Walsh, Cheryl Division Director Vocational Rehabilitation 125,422 125,422

Department of Labor and Workforce Development Total 1,293,833

Other” column includes leave cash-in amounts, terminal leave amounts, and salary adjustments.

NAME JOB CLASS TITLE


DIVISION OTHERcATAtsV HOUSING V11T(’T1 TOTAL

,,V N DEPARTMENT OF LAW

Blaisdell, Dave Division Director kdministrative Services 139,869 6,295 146,164Cantor, James Deputy Attorney General Civil Division 157,977 157,977Geraghty, Michael Attorney General 135,619 135.619Gordon, Nancy Division Director Civil Division 150,153 150,153Skidmore, John Division Director Criminal Division 122,595 6,237 128,832Svobodny, Richard Deputy Attorney General Criminal Division 143,665 23,285 166,950

Department of Law Total885,695

1PARTMENT OF MILITARY AND VETERANS AFFAIRS iV

Bridges, Leon Division Director laska Army National Guard 88,569 88,569Burton. Clyde Division Director Alaska Military Youth Academy 96,563 12,413 108,976Colligan, Susan Division Director Administrative Services 127,189 127.189Katkus, Thomas Commissioner 122,223 122,223Madden, John Division Director Homeland Security and Emergency Management 122,595 7,258 129.853O’Brien, Timothy Division Director Alaska Air National Guard 52,801 52,801Pierre, McHugh Deputy Commissioner 126,853 16,236 143,089

Department of Military and Veterans Affairs Total 772,700

VV•

V

V•V

VV

V VV•

V VVV DEPARTMENT OF NATURAL RESOURCES VV••

V V

V

‘slash, Joseph Deputy Commissioner 124,886 20,207 145,093‘slash, Joseph Commissioner 12,912 12,912anon, William Division Director Oil and Gas 162,653 162.653

Cafford, Tom Division Director Office of Proiect Management and Permitting 118,163 118,163Davis, Jeanmarie Division Director Support Service 125,238 45,459 170,697

‘lis, Ben Division Director Parks and Outdoor Recreation 118,163 118,163Fogels, Edmund Deputy Commissioner 136,346 205 136,551Goodrum, Brent Division Director Mining, Land, and Water 120,571 120.571Havemeister, Franci Division Director griculture 121,716 121.716Tones. Greg Executive Director 5jaska Mental Health Trust Land Office 91,571 64 9 1.63 5Maisch, John Division Director Forestry 139,889 1,055 140,944Menefee, Marcia 1xecutive Director Alaska Mental Health Trust Land Office 40,542 40,542Sullivan, Daniel Commissioner 105,147 121,966Swenson, Robert Deputy Commissioner 10,036 10,036

Department of Natural Resources Total 1,511,642

VVVVVV•VV

.,

V

VVV

V DEPARTMENTOFPUBLICSAFETYCockrell, James Division Director Alaska Wildlife Troopers 64,252 64.252Folger, Gary Division Director Alaska Wildlife Troopers 61,236 29,261 90.497Hoover. Jeff Division Director Administrative Services 108,675 20,110 128,785Mallard, Keith Division Director Alaska State Troopers 124,828 17,018 141,846Masters, Joseph Commissioner 112,377 10,092 122,469Nicolello, Kelly Division Director Fire and Life Safety 102,275 11,591 113,866cchade, David Division Director Statewide Services 113,921 71,057 184.978cpencer, Danial Division Director Administrative Services 17,037 17,037Vrabec, Terry Deputy Commissioner 127,684 3,937 131,621

Department of Public Safety Total 995,351“Other” column includes leave cash-in amounts, terminal leave amounts, and salary adjustments.

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Uoit Deslgnatloo XE - PartIally Eoempt cod Eoempl Eoeoutloo Brando EmployeesEffeotlso 71111 4

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Canoe No. Slap Step step Slop Slop Sop Pi9 leoranappo Pay her.eaeu Pap lemeens Pay leosreose Pay leeram.eN Range NO.80-0430 5 5 S S P S I. 65 N S P S 5 S 3 S V 54 S 3 2 00-laS 1.50010 1,01500 134836 1,101.00 121626 1300.55 1390.00 1,34130 1298.55 1.44600 l.tOO.S0 1557.50 1.01530 1.57400 1.37950 1.0.50 1.971,50 134120 2.51430 2.00600 4,ltS.M 3.020 2,5345003.37 7372 14.13 14.04 14.07 15,30 05.94 16.54 11.16 t7,80 10.47 19.16 10,88 20.43 21.4 22.20 23.02 23.00 24.79 22.72 2699 27.99 20.73

o 1,048.70 1,181,00 1,216.00 1,24830 1,204.00 1,322,50 1,372,80 1.423,00 1,47150 1,502,00 1.100,00 1.645,50 1,711.50 1.77120 1,042,00 1,111.00 1,002.00 2,057.00 2,194.30 2,214.00 2,207,00 2,003.00 2.472,9014,03 14.54 1497 10.34 tIes 1423 1689 17.52 lt.1t 10.00 19.07 20.30 2150 20.80 22,67 2352 24.4 20,22 2626 2725 2027 20,03 30.437 1310,06 1345,00 1,28436 137250 134650 1,4650 1.444,00 1513.00 0.11050 1,02650 0.960,50 1,75436 1520.00 1559.50 1.30830 2,03350 2,146,46 2,103.46 2370.46 3.0.00 2.443,50 2.530,10 2,530.02 7l4.07 11,00 11,50 1630 1677 17.11 1795 10,03 tOSS 2036 2091 2199 22.40 2324 24,72 21.01 2530 2933 2734 2030 30.01 0720 22.37

o 1,20450 7333,54 1,312,04 1,0.30 1.44450 t,490.00 1,94650 1,004.10 1,00450 1,727.00 1,762.00 1550.00 0.020,04 7.001,00 2,070.00 2.114,00 2,230.46 2.110,00 2,400.00 2,406.00 2,500.50 2386.10 2507.0301.60 1029 11.77 17.11 17.00 t.S4 14.01 10.75 20.46 21.21 22.06 nec 23.74 24,91 20.55 2691 27.01 20.54 2490 20.72 S1.tl 33.86 74,10o i,soo.oo 1,406,00 1,440,00 1,45030 1,038.00 7,502.00 1,64135 1,70350 1,757.00 1,023.10 1.002,50 1,974.00 2,040.00 2,129.00 2,204.50 2397,06 2,373.50 2,462.00 2,554.50 2,050.00 2,750.00 2,893.00 2,960.00 016.77 17.31 17,00 1054 18.93 10,47 2020 2036 21.79 22,57 23,42 24,10 2521 2615 27,13 2410 2021 10,10 31.44 22,03 33,45 20,11 36,43

10 1,44030 1,4030 1,53030 1,93,50 1,02050 1570.00 1,74130 1,00630 1,074.00 1,94450 2.017,00 2,063.70 2171.90 2313.00 2,337,00 2,42600 2,510.00 2.610,50 2,70659 2,010.00 2315.50 7,02900 3,13650 1017,00 16,34 10.03 19,47 20.07 20.65 21.43 22,21 23.06 2153 24.63 21,76 20,71 27.73 23.77 2680 20,07 32,13 3334 34,50 35,04 3720 30.63

17 133030 1,503.90 1,030.50 137930 1,719,00 1,79030 1,597.00 1,52950 1,000.50 2,073.50 2,151.10 2222.00 2,310.50 7,40250 2,40250 2,000.00 2,461.46 2,707,50 2eSe,50 2,099,50 3,100.46 3,22555 3,346,53 1110.93 15.47 20.07 20.65 21,35 22,03 22.06 2671 24.00 2052 26,4 27.47 20.50 20.57 30,68 1153 12.02 7430 75.14 35.85 36.26 73.70 41,19

12 0.630,50 1,070.30 113520 1,70650 1591.06 131450 1,38650 3,00250 2,116.00 221050 2.307,00 2,30720 2.47120 2.57030 2,506,50 2.15532 2,575.00 2,97720 3.083,00 3,29020 3,32020 3,10630 3.57450 1220.07 20,15 21,30 22,03 22,78 23.50 24.44 25.35 2551 2755 20.32 2438 30.43 51.63 0052 3450 30,32 3645 04.02 39,45 40,92 42,4 420

13 1,735.00 1.750,00 1,891.46 1.914,00 13*55 3.001,00 2,125.50 2286.00 2,291.50 2,377.70 2406.46 2,50654 2,65430 2,734.00 2,457.50 2364.50 0,075,50 7.191,00 3,31050 3,434,50 3563,50 3,037.00 3,03550 1320.35 22.02 22,76 2335 24,00 2524 24.16 27.10 2820 23.26 30.35 17.4 32.07 33.50 35,17 3643 37,85 30,27 40,74 4237 4,88 4530 4731

14 1,00120 1,91450 1,05030 2,351.00 2,10000 2,333.50 2,254,46 2,071,00 2,40650 2,053.10 2.64950 2,7400 2,00130 2,955.06 1503,00 3,164.20 3,19356 3,437.00 3,05600 348030 3,020.46 3,97134 4,124,50 1422,70 23.58 24.30 2524 2613 27.12 2614 29.00 3020 11,42 32.60 13,02 5500 76.4l 37.77 1610 459 42.70 4,77 4.40 47.11 4.04 00.7l

15 1300,50 2,200,46 2,123.00 250350 2274.00 2350.30 2,40,00 2340,00 2535.50 2,734.50 2,037.46 2,941.50 3,064,00 3.100,50 730750 7,410.00 5306,09 7471,00 5500.20 3,952.00 4300,00 4,254,20 4,413.50 152430 2524 25.13 27.12 27,00 29.94 20.13 3126 32.4 33.60 34.02 3427 3750 30.20 4.40 41,00 43.56 45,19 40,04 4.04 50.40 52.70 54.32

16 2,123,00 2.203,00 2374,00 2,33650 2,444.54 2330.10 232550 2,724.00 2326.00 2.03230 1,04230 3.158,00 3574,10 737.S0 3325,00 3457.00 3,734,50 3,60530 4,054,30 4337,00 4,349,00 4,541.00 4,732,00 1626,73 27.12 27,91 25,54 30,09 30,14 32.31 33.03 34.70 36,09 37,44 30,04 4030 41.92 43,73 4,01 4.70 40.45 53,31 52,05 54.10 16.14 5824

17 2374,30 3.309,00 2,444.00 2334.50 2,61600 2,707,50 2,800.50 2,914,50 3,02430 3,13730 3251.00 3377.00 3,00330 3431,46 3,770,30 3,913.46 4399,50 4,211,50 4363.50 4,53350 410330 4,04630 5,062.00 1727,05 20.04 30.09 31.14 32,22 3332 34,57 35,97 7722 3832 4030 41,54 45,12 44,74 46.42 46,16 45.06 51,83 57,78 55.00 57,83 6038 6231

It 2,4450 2310,50 2,510.00 2.707,50 2,791,00 2,167.00 3,095.50 3,110,50 3,235.30 335650 3,402.04 3,013.50 3,740.50 7,11630 4,033,00 4,19550 4,34250 430050 4,575,50 4351,75 5333.00 5,227,55 5,417,53 103030 71.14 3225 3332 34.30 3346 7609 3034 11,92 41.31 42.84 44,47 46.14 47.59 44.96 1753 54.44 55,46 57.04 5420 1154 54.20 6640

19 2,61020 0,707,50 2,79120 2,05136 2.30646 3,09700 3,20320 320 3,555.50 3,58600 3,72230 1,54250 4,00720 4,15750 431330 4,47550 4,64350 4,01730 4,99820 5,lS3.50 5380.00 5,50050 5,79155 193333 33,72 3433 35.19 36,75 30.12 4644 4133 42.57 44,10 40,02 4755 2932 50.17 09.06 51.08 53.05 1629 61.51 53.52 0022 88.70 7120

20 2.79130 3.057,46 215000 3,05720 3,100.50 0.10530 3.432,50 3.56120 3,094.50 3,03320 3,97654 4,125.50 420050 4.4455 4557.09 415800 4.059,50 5.04.90 1,33350 0538.50 5,74620 5.91130 6,000.30 2534,30 35.06 39.70 39.12 3027 40.72 42.25 4353 4937 47.18 40,94 50.78 52.50 5459 56.77 08.53 6134 1333 99.70 59.17 7672 73,37 7612

21 2.084,00 3,057.00 3,030.50 3,34654 3,41020 3.53355 3,565.93 3,0,50 3,645.06 4,56420 4247.50 4.40750 4,573.50 4,74420 4.022,00 5.19954 0,21950 5,415,00 5,75250 6916,90 6.138,10 0368.50 6557,50 2136.78 3612 3927 40,33 41.97 436 45,12 4,01 4.17 0036 52,29 5424 5628 5554 50.50 53.85 *21 6759 7618 72.52 73,55 75,30 0050

22 3,135,90 3,000 3,410.09 3533.50 3.059,50 3,776.00 3.93203 4,09730 4220.00 4.370,58 4542.50 4,701.00 4.099,54 037688 5,283.00 5.59650 5.95590 5.07600 0,09830 6527.20 6364,50 6012.16 7,46600 223637 40.73 41.17 43,49 44,39 44,57 4525 00,06 51.04 53.89 55,97 0601 50.18 62.44 04.70 57.21 59.71 7234 1535 77.87 30.70 03.92 04.97

23 3.41603 3,533.50 3,649.54 5,779.00 3,0.00 4351,00 4,40350 4,35050 4324.00 4,693.00 4,569,50 5,052.00 5,241.50 5,43600 5,642.00 5333.50 9,07500 5300.00 9337,00 6,702.50 745650 7,38030 7574,50 2341.97 4.49 4.00 451 4609 49.04 01.73 53.57 5646 57.77 59.95 62.18 64,51 06,93 99.4 72,04 74,74 77.54 8640 83,47 86.40 88.55 9352

24 3348.50 3,779.50 2300.00 4,057.00 4,149.00 4327.50 4,44650 4,999,50 4333.00 601430 6202.00 5,397,00 5505.50 5,509,50 6,027.50 0353.50 0,40800 9,731.50 9,954.00 7.24000 7317.10 7.79930 8,392.00 244,00 48,51 4,00 49,04 51,52 53.26 5526 57,34 55,48 61.71 04.02 86,42 65.92 71,50 74.18 76.97 75.05 0223 85,16 99.18 5252 93,09 8333

25 3,0.05 4,051.30 4,160.30 432750 4,494.03 445130 453550 5,0650 5,794,30 5,380,46 5,031.00 5,583,53 631830 424330 5,477,33 6,720,50 5,972,50 7,234,00 7,546,56 7557,30 0379.00 8,362,46 8,694.00 2546.00 4635 51.52 0326 55.19 5734 56,39 51,42 07.93 6433 08.01 7139 74.07 79.94 75.72 92.71 05,52 89.03 52.38 0944 3443 505.11 107.03

26 455130 4,18650 432730 4,454,00 4,55130 441638 4,555.50 1.155,00 538050 5502.32 859220 9,80537 433450 5,404,04 4,710.00 5952.50 732550 7,494.50 7.775,54 8.067,10 8,365,58 9,002,10 9309.00 290050 50.52 5338 1619 5734 0530 50.52 83.83 1522 4671 7129 73.96 79.72 79,91 02.00 8540 0540 5534 95,70 4625 107,01 10487 118,58

27 4,004.30 4337,50 4,404.50 4,400.00 4810.20 4,959.90 5,187.00 5.30150 5.502,00 5,703.10 6.07020 6229.00 6,450.50 4712,08 0363.50 7524.50 7,45558 7,779,50 400030 8370.10 0984,50 6.00020 9,348,00 275152 6335 55.19 5724 58,30 41.53 63.84 9533 55.72 71.30 73.97 70.74 7442 92.90 5530 5892 9235 4671 9530 760.02 14683 10659 105.05

25 432750 4,40430 4.050,00 4,81406 4,04920 5,172.10 520050 5,568.50 5,777.90 0.99420 021936 0,452.30 6,494.00 4945.10 7,24654 7,47550 7,756,00 0,04700 4349.50 496250 5987.06 9.33400 947355 205329 55.19 5724 5930 61.53 4347 66.05 05,54 71.11 72,72 76.54 70,47 82.39 05.46 loSe 92.01 95.45 99.04 102.75 189.91 10561 104.71 109.04

29 4,48420 4,65150 451020 4366.58 5,177.00 5,23020 555736 1.765,50 1,08130 6,0600 6,430.00 0,59030 8,43054 7,099,50 7,44620 7,70620 0519.58 8,33l.50 0,144,00 0399,20 9,36420 94455 1357530 2955,70 5734 5528 01,53 43,07 55.92 68,39 70.94 73.92 7039 7924 02.22 1630 8450 91.52 6029 96,54 022.56 104.39 01030 01452 105.01 123.27

30 4,657.50 4310.05 4.90030 5,173,00 3,255,09 0,044,50 7,250,50 0,698.00 418250 4,424.02 0,980.30 6,075.30 7,174.50 7,443.50 7,722,50 8312.80 8,312.50 8,63430 8,94730 8,265,00 9331.10 4053.00 70,36933 305724 58,30 41.53 65.57 85,92 48,24 73,50 73,45 7820 79.06 92.03 85.11 00,30 9131 99.05 9841 102.31 006,14 010.12 114,25 100,54 12239 12739

AGDC Job Title

AGDC Current Salary AHFC Equivalent Job Title

AHFC Salary 2013 (reported for FY15

budget) SOA Equivalent PCN Department or Agency

SOA Equivalent PCN Salary Link to SOA OMB FY15 Governor's Budget

IT Manager 120,000 Director IS 163,187

Sr System Administrator 131,738

Officer IS Development 130,565

Lead Sr System Analyst 125,718 Analyst/Programmer V Dept Rev Child Sup p 15 122,250

https://omb.alaska.gov/ombfiles/15_budget/Rev/Proposed/comp111.pdf

Manager IS Network Support 120,952

Sr System Analyst 119,109

Network Engineer III 105,000 System Administrator 113,719 IT Systems Manager AIDEA p 16 87,732

https://omb.alaska.gov/ombfiles/15_budget/DCCED/Proposed/comp1234.pdf

Database Administrator 100,496 Analyst/Programmer V Dept Admin DMV p 19 96,000

https://omb.alaska.gov/ombfiles/15_budget/Admin/Proposed/comp2348.pdf

Technical Support Specialist III 102,419

Enterprise Application Analyst 95,000 Database Administrator 100,496

Computer Operations Supervisor 91,234 Data Systems Specialist AIDEA p 16 102,162


System Programmer Analyst II 90,744 Analyst/Programmer IV Dept Admin DMV p 14 75,084https://omb.alaska.gov/ombfiles/15_budget/Admin/Proposed/comp2348.pdf

Manager System Operations 78,804 Micro Network Specialist DCCED Admin Serv p 11 77,251


Director HR 190,412 Director HR 149,157

HR Officer 105,000 HR Manager II 94,574 Human Resource Manager AIDEA p 17 83,719


Sr HR Specialist 88,909Human Resource Consultant IV (JUN) Dept Admin Admn Svcs p 11 84,220


















AGDC Job Title





Payroll/HR Tech 70,700 Manager Payroll 70,875 Payroll Supervisor AK Aerospace p 10 68,172

https://omb.alaska.gov/ombfiles/15_budget/DMVA/Proposed/comp1424.pdf

HR Specialist 62,324

Director Finance 163,620 Director Finance 158,639 Deputy Director, Finance AIDEA p 16 138,000


Director Budget 181,887

Accounts Payable Supervisor 90,900 Accounts Payable Supervisor 69,942 Accountant II AIDEA p 19 52,118


Accountant, II 83,645 Accounting Analyst AIDEA p 18 91,482


Finance Officer 101,195 Finance Officer AIDEA p 18 99,335


Accounting Specialist 64,060 Accounting Tech II 54,935 Accounts Payable Clerk AIDEA p 18 46,668


Accounting Tech III 63,642 Accounting Technician AIDEA p16 59,666


Accounting Assistant II 67,062

Admin Asst IV 66,085

Director Admin Services 140,000 Director Admin Services 126,881 Division Director (JUN) Dept Admin Adm Svs p 11 139,308


Admin Services Supervisor 76,356 Admin Services Supervisor 88,442

Asset Supervisor II 77,612

Officer, Admin Services 106,453

















AGDC Job Title





Admin Services Assistant 81,764 Coordinator, Admin Support 70,905

Asset Supervisor II 76,060 Procurement Manager AIDEA p 18 76,282


Asset Servicing Specialist III 81,948 Administrative Officer II Dept Admin DMV p 14 78,840


Admin Services Tech

Receptionist/Admin Assistant 61,897 Front Desk Coordinator 54,000

Admin Assistant II/Recept 42,780 Admin Assistant II Dept Admin DMV p 14 55,560 https://omb.alaska.gov/ombfiles/15_buAdmin Assist III 58,439

Contract Compliance Officer 100,222 Manager Compliance 104,177

Officer, Source/Contract Compliance 78,804 Contracting Officer III (JUN) Dept Admin Adm Svs p11 69,522


Compliance Specialist II 74,716 Contract Compliance Specialist AIDEA p 18 58,008


Director Communications 120,000 Manager Public Relations 98,461 Chief Commun Officer AK Mental Health Trust p 13 96,291


Manager Corp Marketing 114,558 Tourism Marketing Manager DCCED Econ Dev p 16 106,520


Officer GRPA 120,763

Director GRPA 143,253

Admin Assistant, EAGR 64,060 Admin Assistant IV 66,085

Coordinator, Admin Support 70,905

Executive Assistant, EO 86,133 Executive Assistant 86,637 Executive Assistant, AIDEA p 16 51,800 https://omb.alaska.gov/ombfiles/15_buExecutive Assistant, Commercial 62,000 Coordinator, Admin Support 70,905















Milliman International Alaska Cross Industry Survey 2013 Results

Position Type Job Title Survey TypeMin Mid Max

ITDirector of IT 108,401.00 137,968.00 167,453.00 All ParticiapantsDirector of IT 112,602.00 143,250.00 173,897.00 Private SectorSystems Engineer 70,341.00 87,075.00 103,809.00 All ParticipantsSystems Engineer 70,341.00 87,075.00 103,809.00 Private Sector

HRHR Director 108,956.00 140,628.00 172,299.00 All ParticiapntsHR Director 110,309.00 142,962.00 175,616.00 Private SectorHR Manager 73,986.00 91,256.00 108,525.00 All ParticipantsHR Manager 75,290.00 93,295.00 111,301.00 Private SectorBenefits Manager 75,945.00 90,961.00 108,976.00 All ParticipantsBenefits Manager 74,625.00 96,150.00 117,674.00 Private SectorHR Generalist 61,892.00 78,060.00 94,229.00 Private Sector

Accounting/FinanceDirector of Finance 98,723.00 127,047.00 155,370.00 Non-EnergyDirector of Finance 103,614.00 134,411.00 165,211.00 Private SectorController/Finance Director 125,245.00 163,132.00 201,019.00 For ProfitAccounting Manager 80,966.00 102,927.00 124,888.00 For ProfitAccounting Supervisor 60,299.00 75,102.00 89,905.00 For ProfitFinance Analyst 73,434.00 91,727.00 110,020.00 For Profit

AdministrativeDirector of Administrative Services 80,073.00 99,159.00 118,245.00 All ParticipantsDirector of Administrative Services 97,064.00 113,103.00 135,379.00 Private SectorDirector of Risk Management 98,953.00 151,843.00 185,246.00 Private SectorRisk Management/Cost Control Manager 67,120.00 82,680.00 115,000.00 Private SectorContract Compliance Officer 74,755.00 79,695.00 132,182.00 Private SectorContract Complaince Officer 90,909.00 120,043.00 149,177.00 For Profit

Salary Range

AGDC Governance Framework

9/15/2014 Page 1 of 5

2nd Level Governance Status Date of

Completion Date of

Board Approval

(1) Strategy and Direction

A. Stage Gate Progression – recommendation that any project moved through a state gate to the next stage in the project;

Currently in Alternate Selection (FEL-2), next stage gate will be open season FEL-3. Board updated on project monthly.

B. Tariff Methodology and Strategy – the tariff model to be used and any strategies for negotiations with potential shippers;

In advance of open season, Commercial is developing a recourse tariff in consultation with the RCA, and potential shippers.

C. Contracting Strategy – policies, approved vendor lists, and other contractor issues;

Master Service Agreement (MSA) is the mechanism used to contract work with contractors. Construction strategy will be negotiated and developed prior to execution.

D. Staffing and Resourcing Strategy – the allocation of human capital to projects;

AGDC has been authorized staff for Administration and Executive positions. Project Teams are made up of contractors from companies with project expertise. This strategy is in line with legislative direction to utilize talent through contactors with specific experience.

E. Forming Subsidiary Companies; Motion authorizing AGDC to form a subsidiary corporation approved by board 1/9/14. No subsidiaries created to date.

1/9/14

F. Issuance of Corporate Debt/Bonds or other borrowings; No corporate debt/bonds issued to date.

G. Permitting Strategy – how projects approach federal, state, and local permitting issues;

ERL Team developing permitting approach. Work in progress.

H. ROW Acquisition Strategy – acquiring land or rights of way for a project; and

State Right of Way (ROW) acquired. Federal ROW will be acquired at conclusion of SEIS and Record of Decision (ROD). Private parcel acquisition is a work in progress.

I. Commercial Negotiations (other than specifically noted herein)

i. Cumulative Financial Implications > $5 million Executive Director Recommends. BOD Approves;

AK LNG Joint Venture Agreement approved under Resolution No. 2014-04 on 6/5/14.

6/5/14


9/15/2014 Page 2 of 5


Completion Date of

Board Approval

ii. Cumulative Financial Implications from $1 to $5 million BOD Consulted. Executive Director Approves.

None to Date.

iii. Cumulative Financial Implications < $1 million Executive Director Approves.

None to Date.

(2) Assurance of Delivery

A. Policies and Procedures.

i. Health, Safety and Environment. Draft sent to Governance, Administration, Legislative and Public Relations Committee for review and approval on 9/22/14.

ii. 3rd Level Delegations of Authority. Delegation of authority policy approved on 3/13/14.

iii. Procurement. Draft sent to Governance, Administration, Legislative and Public Relations Committee on 9/22/14.

iv. External Affairs. Draft sent to Governance, Administration, Legislative and Public Relations Committee on 9/22/14.

v. Confidentiality. Draft sent to Governance, Administration, Legislative and Public Relations Committee on 9/22/14.

vi. Conflict of Interest. Draft sent to Governance, Administration, Legislative and Public Relations Committee on 9/22/14.

vii. Ethics and Business Conduct. Draft sent to Governance, Administration, Legislative and Public Relations Committee on 9/22/14.

viii. Security. Draft sent to Governance, Administration, Legislative and Public Relations Committee on 9/22/14.


9/15/2014 Page 3 of 5


Completion Date of

Board Approval

ix. Human Resources. Draft sent to Governance, Administration, Legislative and Public Relations Committee on 9/22/14.

x. Financial and Control Work in progress.

B. An annual internal audit program will be prepared by the Executive Director and approved by the Board.

Risk Management proposing an Enterprise Risk Management Assessment (ERM) to help develop audit universe and schedule.

Proposing: 3/30/15

C. The Audit Committee will approve the external auditing firm. External Auditor approved by Board on July 10, 2014 under Resolution No. 2014-05.

7/10/14

D. The Incident and Emergency Response Structure, Investigation, and Communication process will be approved by the Executive Director and reviewed by the Board.

Determine mission critical resources by department and a call tree activation process. Complete Incident Response Program by 12/31/14.

Proposing: 12/31/14

E. Financial Controls. All of the financial controls described in E. were approved by the Board on January 9, 2014.

i. Annual Expenditure Budget is proposed by Executive Director in July and approved by the Board in August.

Board Approved FY 15 Budget. Please see board meeting minutes.

6/26/14 1/09/14

Individual Projects and Recurring Expenditures > $1 million will be itemized;

Board reviewed and approved FY 15 Budget. Please see board meeting minutes.

6/26/14 1/09/14

Any increase in budget approved by the Board; Board reviews monthly financial report and approves any budget changes. Please see board meeting minutes.

Ongoing 1/09/14

Cumulative substitutions > 10% of the total budget approved by the board.

AFE’s or task orders for substitutions > 10% of the total budget approved by the board would need to go to the Board for approval. None as of 9/9/14.

Ongoing 1/09/14

ii. Expenditure Sanctions approved by the Board (Authorized Financial Expenditures or “AFE”:

Please see below. 1/09/14


9/15/2014 Page 4 of 5


Completion Date of

Board Approval

Individual AFE > $2 million; AFE’s approved by board include AFE 14-001 on 1/9/14, AFE 14-002 on 1/30/14, AFE 14-003 on 1/30/14, AFE 14-004 on 3/13/14, AFE 14-005 approved on 4/9/14, and AFE 15-001 on 6/5/14.

1/09/14

Supplements > 10% of AFE originally approved by the Board; Ongoing. 1/09/14

Supplements other than AFE originally approved by the Board if the increase is > 100% of the original AFE or causes the total AFE to be > $2 million;

Ongoing. 1/09/14

Engineering, Design, and Long-Lead Materials> $2 million. No materials over $2 million. 1/09/14

iii. Sale or Disposition of Assets or Materials approved by the Board if > $2 million;

None to date. 1/09/14

iv. Contract or Purchase Commitments approved by the Executive Director and reviewed by the Board:

Ongoing. 1/09/14

Engineering and Construction > $10 million; Individual AFE’s > $2 million approved by board. 1/09/14

All others > $1 million. See above. 1/09/14

v. Annual salary budget (including salary comparison information) proposed by the Executive Director 60 days before submittal to Office of Management & Budget;

Annual salary budget to be compiled in board packet on 9/17/14. Due Date to OMB is 9/19/14.

vi. Legal Matters and Settlements: No legal Settlements have occurred since adoption of this policy on January 9, 2014.

>= $50,000 BOD approves; See above.

< $50,000 Board is informed. See above.

vii. Executive Director’s expense account proposed by the Executive Director, reviewed by CFO and approved by Board Chair.

Executive Director expense account refers to travel only.

F. Reporting and Monitoring will be accomplished by preparation and review of the following periodic reports (monthly, quarterly, and annual reporting to be included as a standing agenda item for Board meetings):

Standing agenda item for board meetings.

i. Weekly Report to DCCED and minutes from senior staff meetings; Reported weekly.

ii. Monthly Reporting: Standing agenda item for board meetings.

Monthly Performance Report; Monthly update provided at board meetings.


9/15/2014 Page 5 of 5


Completion Date of

Board Approval

Stage Gate Progression Tracking. Master schedule update identifying key milestones. Reviewed monthly as part of overall project report.

iii. Quarterly Reporting: Standing agenda item for board meetings.

AFE review of sanction amounts; timeline and risks; AFE Report will now be part of monthly financial report now that AGDC has a new system.

9/15/14

Audit findings register Ageing. No Audit findings for external audits. 10/31/13

iv. Annual Reporting: AGDC 2013 Annual Report published. 10/31/13

Annual audited financial statements; AGDC Independent Audit for the year ended June 30, 2013 prepared by BDO on 10/31/13. AGDC Independent Audit for the year ended June 30, 2014 should be available on 10/1/14.

10/31/13

Letter to Management prepared by external auditors. Management Discussion and Analysis prepared by BDO on 10/31/13.

10/31/13

G. 3rd Level Performance Management Programs approved by the Executive Director and reviewed by the Board annually.

Project management to review process.

H. Compensation and Benefit Programs proposed by the Executive Director and approved by the board annually; and

Resolution 2014-03 approving FY 15 and FY 16 COLA on 6/26/14.

6/26/14

I. Key Staff succession planning:

i. For the Executive Director – proposed and approved by the Board;

Integrated by Human Resources into the recruitment, selection, and retention for all vacancies.

ii. For the Executive Director’s direct reports – proposed by the Executive Director and approved by the Board.

Work in progress.

PresidentDan Fauske

Vice President

Engineering & Program DevelopmentFrank Richards

Vice President

CommercialJoe Dubler

Vice President

Administration & FinanceBruce Tangeman

PROJECTS*

AKLNGVice President

Fritz Krusen (10/1/14)

ASAPVice PresidentFrank Richards

Vice President

External Affairs & Gov’t Relations

Miles Baker

Executive Assistant

Gwen Graham

AKLNGEngineering Support

ASAPEngineering Support

AKLNGCommercial Support

ASAPCommercial Support

AKLNGExt Affairs & Gov’t Relations Support

ASAPExt Affairs & Gov’t Relations Support

AKLNG Administration & Finance Support

ASAPAdministration & Finance Support

AGDC – Executive Overview

*Options and/or Alternatives

President04‐732x

Vice President, Commercial04‐731x

Vice President, Engineering04‐703x

Vice President, Ext Affairs & Public

Relations04‐704x

Communications

Director04‐706x

Stakeholder Engagement04‐722x

Administrative

Assistant04‐701x

Public Relations

Specialist04‐721x

Vice President, Admin & Finance

04‐727x

Executive Assistant

04‐711x

Manager, Gas Marketing04‐725x

Gas Marketing

Analyst04‐726x

Director, Finance

04‐730x

Director, Human

Resources04‐718x

Director, Admin

Services04‐705x

Manager, I.T./I.S.

04‐708x

Accounting Specialist

04‐702x

A/P Clerk04‐714x

Financial Accountant

04‐728x

Manager, Accounts

Payable04‐724x

HR Specialist04‐729x

HR/Payroll Tech

04‐713x

HR Specialist04‐710x

Network Engineer III

04‐723x

Enterprise App Analyst04‐716x

Network Engineer III

04‐717x

Manager,

Procurement04‐719x

Manager, Risk04‐720x

Contract Compliance

Officer04‐715x

Admin Services Supervisor04‐709x

Admin Specialist

04‐707x

Admin Assistant

04‐712x

* Project support will vary by position and will be charged against each project through a cost allocation method

AGDC – Project Support*

8/11/2014

AGDC Projects*

Vice President, AKLNG

04-734xFritz Krusen (10/1/14)

AKLNG Program

Manager04-733x

Contract Compliance

Officer04-735x

Manager, Financial

Accounting04-736x

Administrative

Assistant04-737x

Administrative Assistant

04-738x

Vice President, ASAP

04-703xFrank Richards

AGDC – Projects Overview

Project Management

Project Services

Pipeline

Construction Planning

ERL

Facilities

Interface

HSSE

*Options and/or Alternatives

2015 Proposed Calendar for AGDC Board Meetings

Month Team Meetings Physical Board Meetings

Telephonic Board

Meetings January 7th 8th 27th February 11th 12th 24th

March 11th 12th 31st April 8th 9th 28th May 13th 14th 26th June 10th 11th 30th July 8th 9th 28th

August 12th 13th 25th September 9th 10th 29th

October 7th 8th 27th November 11th- Office is

Closed- Veterans Day

12th 24th

December 9th 10th 29th

Alaska Stand Alone Pipeline Report

Project Lead - David HaugenData Through - 7/31/2014

Rollup by Functions Through 4/30/2014

Contractor Budget Current Uncommited Funds % Physical Estimate at Total Commitments (Budget - Current) Spent % Complete Completion Expended

Project Management $5,994,130 $2,602,000 $3,392,130 17% 17% $5,994,130 $1,018,777Pipeline $100,739,382 $43,300,791 $57,438,591 18% 19% $100,739,382 $18,276,022Facilities $96,357,805 $61,348,772 $35,009,033 33% 34% $96,357,805 $31,337,846ERL $23,036,451 $13,712,049 $9,324,802 28% 32% $23,036,451 $6,342,919Construction $20,066,590 $6,279,500 $13,787,090 14% 15% $20,066,590 $2,842,905HSSE $3,491,400 $542,700 $2,948,700 5% 5% $3,491,400 $171,427Project Services $18,808,793 $11,966,899 $6,841,894 21% 26% $18,808,793 $3,978,254Interface & Ops $11,873,800 $5,012,000 $6,861,800 11% 23% $11,873,800 $1,294,840State Agencies $25,000,000 $940,800 $24,059,200 1% 0% $25,000,000 $152,127

TOTAL $305,368,351 $145,705,511 $159,663,240 21% 23% $305,368,351 $65,415,118Prior Years (7/1/2010- 6/30/2013) $48,360,000 $48,360,000 $0 100% 100% $48,360,000 $48,360,000Grand Total $353,728,351 $194,065,511 $159,663,240 32% 34% $353,728,351 $113,775,118

9/17/2014 Alaska Stand Alone Pipeline Budget

Date: September 23, 2014

To: AGDC Board of Directors, Commercial Committee

From: Joe Dubler, VP Commercial Operations

Subject: Owner Builder Operator (OBO) status report

AGDC staff and legal counsel have been working with Enbridge staff and legal counsel on a Project Development Agreement, which was created to form a framework for Enbridge to continue its due diligence process prior to engaging in an LLC agreement and cold eyes review. The draft was not in a form that was acceptable for staff to distribute in your packet, and will be distributed at the meeting.

This agreement is the next step in engaging Enbridge as the OBO of the ASAP Project. Staff is not asking for approval at this time, but with the Commercial Committee’s consent, we would like to distribute the draft agreement to the entire Board for comments.



Alaska LNG July, 2014Project to Date Budget vs. Actual Comparison

AKLNG Project Expenditures

Budget Actual Variance Budget Actual Variance Budget Actual VarianceLNG PMT ‐ 1,408 676 732 1,408 676 732 LNG 3rd Party ‐ 3,656 3,656 3,656 ‐ 3,656 Total LNG ‐ ‐ ‐ 5,064 676 4,388 5,064 676 4,388

Marine PMT ‐ 225 258 (33) 225 258 (33) Marine 3rd Party ‐ 1,501 1,501 1,501 ‐ 1,501 Total Marine ‐ ‐ ‐ 1,726 258 1,468 1,726 258 1,468 Total AKLNG Gross ‐ ‐ ‐ 6,790 934 5,856 6,790 934 5,856 AGDC P.I. @25% ‐ ‐ ‐ 1,698 234 1,464 1,698 234 1,464

AKLNG Allocations * ERL 6.25% 476 476 IPM 12.63% 198 198 Contingency 237 237 Overhead 59 59 Total AKLNG Allocations ‐ 970 970

AGDC Corporate Expenditures**

Budget Actual Variance Budget Actual Variance Budget Actual VariancePersonnel ‐ ‐ ‐ ‐ ‐ Legal Contractual ‐ ‐ ‐ ‐ ‐ Other Contractual ‐ ‐ ‐ ‐ ‐ Other CAAM 167 167 Total AGDC Corp. Exp. ‐ ‐ ‐ ‐ 167 ‐ ‐ 167 ‐

Total AKLNG (sum of blue#) ‐ ‐ ‐ 2,668 401 1,464 2,668 401 1,464

* Allocations are identified in the WP&B, but are spread to the direct cost centers on monthly billing statements.** Corporate expenditures will be populated when the Cost Allocation Method is approved and implemented.

Prior Cumulative Current Month Year to Date

Prior Cumulative Current Month Year to Date

Alaska Gas Line Development Corporation Project Name: ASAP Pipeline

AUTHORIZATION FOR EXPENDITURE

Sussex Economic Advisors, LLC ($2,199 m)

X CAPITAL EXPENSE

TITLE: Open Season Management AFE # 15-00X Start Date: July 15, 2013 Original Authorization: $2,199 ($m)

Completion Date: June 30, 2016 Rev # 0 Commercial Manager: Daryl Kleppin TOTAL $2,199 ($m)

Budgeted – Yes/No Yes

Prior Q1 FY2015

Q2 FY2015

Q3 FY2015

Q4 FY2015 FY2016

EXPENDITURE FLOW ($1,000s):

551 178 164 212 232 856

SUMMARY JUSTIFICATION:

1. Scope of Services:

PURPOSE: Contractor shall provide management and support for the AGDC Open Season from strategy development through planning, negotiation, implementation, and regulatory review to execution of the Firm Transportation Services Agreements (FTSA) after the conclusion of Open Season.

Other contractors will be used for components of the Project. There will be some coordination of activities between the various engineering contractors (facilities, pipeline, and environmental) under the direction of AGDC.

WORK DESCRIPTION Strategy and Plan Development (Phase 1) The AGDC Open Season strategy and plan should include but not be limited to the following components:

• process for identifying and engaging all potential shippers; • identification of any additional studies, staff, or tariff model requirements; • plan for the utilization of the potential AGDC marketing entity; • plan for determining ownership model for ASAP;

1

Sussex Economic Advisors, LLC

• plan or provide input to the plan for selection of Builder/Owner/Operator (BOO) for ASAP (TBD; do not include a time or cost estimate for this item);

• plan for engaging with engineering contractors and utilizing their expertise with shippers; • plan for securing RCA approvals in a timely manner; • detailed timeline and schedule of activities; • securing necessary internal approvals of strategy.

Contractor will provide 40-50% of their time during this Phase I (July thru November 2013) with 1-2 weeks in Anchorage. Additional time required for support staff should be specified.

Open Season Preparation (Phase 2) The preparation of draft documents for the AGDC Open Season and regulatory submittals shall include but not be limited to the following components:

• shipper engagement and agreement on their requirements; • completion of the final draft of pro-forma Precedent Agreement; • completion of the draft recourse tariff offering; • completion of the draft Open Season process for RCA approval; • negotiation of draft documents with shippers; • negotiation of draft pre-subscription agreements with shippers.

Contractor shall provide 50% of their time during this Phase 2 (October 2013 thru October 2014) with 50% of that time in Anchorage. Additional time required for support staff should be specified.

Regulatory Approvals and Shipper Negotiations (Phase 3) The preparation of final documents for the AGDC Open Season, regulatory submittals and hearings, and shipper negotiations should include but not be limited to the following components:

• continued shipper engagement and negotiations; • working with engineering contractors to finalize cost estimates and understand

uncertainties; • completion of the pro-forma Precedent Agreement and Recourse Tariff offering for RCA

submittal; • completion of the Open Season package for RCA submittal; • testifying at hearings and otherwise responding to RCA requests; • negotiation and execution of pre-subscription agreements with prospective shippers.

Contractor shall provide 75+% of their time during this Phase 3 (December 2014 thru October 2015) with 50% of that time in Anchorage. Additional time required for support staff should be specified.

Open Season and Final Approvals/Executed Agreements (Phase 4) The preparation of final documents for the AGDC Open Season, regulatory submittals and hearings, and shipper negotiations shall include but not be limited to the following components:

• implementation of Open Season; • negotiation and execution of Precedent Agreements; • submittal of documents to RCA and approval hearings; • completion of the Open Season package for RCA submittal; • testifying at hearings and otherwise responding to RCA requests; • negotiation and execution of pre-subscription agreements with prospective shippers.

Contractor shall provide 100% of their time during this Phase 4 (October 2015 thru May 2016) with 100% of that time in Anchorage. Additional time required for support staff will be required.

Project Planning Contractor will hold a combined planning conference with ADGC to establish their specific work scope, execution plan, and identification of resource and schedule requirements. A comprehensive identification of

2


all activities, how they will be accomplished, associated staffing and expenditure patterns are required of this planning effort to assure successful completion of the work and interface with other project components. Schedule and timelines may vary depending on events.

Reporting Formal guidelines for internal and external reporting will be established during Phase 1.

2. Deliverables:

Phase Deliverable Estimated Delivery Date

1 Strategy Development and Preliminary Planning 2Q FY14

2 Preparation of Documents, costs estimates and tariffs for Open Season 2Q-3Q FY15

3 Shipper negotiations and regulatory submittals and approvals 4Q FY15 – 2Q FY16

4 Open Season and completion of FTSAs 2Q FY6- 4Q FY16

3


Attachment A - Compensation

AGDC will make payment to the Contractor to reimburse the Contractor for:

1. The fully fixed burdened labor rates, including profit, for categories of workers identified below 2. Subcontractor costs plus 5% 3. Actual cost of the materials as evidenced by invoices for the materials

AGDC will not pay or be obligated to pay any amount for any purpose in excess of the not-to-exceed amount unless authorized by a Change Order

Classification Title Rate

Responsible Officer Managing Partner 350.00$

Project Manager Partner 300.00$

Subcontractor Executive Advisor 300.00$

Subcontractor Executive Advisor 300.00$

Consulting Staff Consultant 260.00$

Administrative Staff Director of Administration 50.00$

All personnel are non-exempt

Hourly Billing Rates

4


AGDC RECOMMENDATION/APPROVAL

Originator:

Title: Date:

Financial Authority:

Title: Date:

BOD Approval:

Title: Date:

5

Alaska Gas Line Development Corporation Project Name: ASAP Pipeline

AUTHORIZATION FOR EXPENDITURE

Jones Day ($4,140m)

X CAPITAL EXPENSE

TITLE: ASAP & AK LNG Legal Services AFE # 15-00X Start Date: July 1, 2014 Original Authorization: $4,140 ($m)

Completion Date: June 30, 2016 Rev # 0 Commercial Manager: Daryl Kleppin TOTAL $4,140 ($m)

Budgeted – Yes/No Yes

Prior Q1 FY2015

Q2 FY2015

Q3 FY2015

Q4 FY2015 FY2016

EXPENDITURE FLOW ($1,000s):

550 440 530 550 2070

SUMMARY JUSTIFICATION:

1. ASAP Scope of Services:

Phase 1 • Continue review of relevant regulatory and statutory requirements • Work with AGDC and consultants, as applicable, to develop open season strategy and planning documents • Gather relevant studies, models, etc. • Perform relevant legal research to fully understand tariff requirements and limits on presubscription

negotiations, precedent agreements and solicitations • Support AGDC discussions with the RCA and other regulatory staff • Support solicitation of potential shippers • Provide draft tariff terms and conditions • Provide legal support, draft documents, and review for Owner/Builder/Operator interactions

1

Jones Day

Phase 2 • Draft/Revise pro forma precedent agreements, draft tariff terms and conditions, and other open season

documents • Support negotiation of LLC agreement with OBO • Continue support AGDC discussions with the RCA and other regulatory staff • Continue shipper outreach • Coordinate with AGDC on open season procedures

Phase 3 • Support finalizing all relevant tariff documents for RCA filing • Continue support AGDC discussions with the RCA and other regulatory staff • Continue coordination on open season procedures • Continue outreach to shippers • Continue support of OBO negotiations and agreements

Phase 4 • Finalize relevant open season procedures, documents and agreements • Establish and populate Open Season reading room • Continue outreach to shippers • Continue support of OBO interactions and discussions

2. ASAP Deliverables:

Deliverable Number

Document Title

Description Document Type

Document Number

Planned Date

N/A N/A

All raw data, native f iles, and supporting data, acquired data/developed data, etc., to be delivered at the close of the task and at any time requested by AGDC before close of the task.

N/A N/A N/A

049-015-901-001 Various Open season strategy and planning documents Plan(s) Not Applicable Dec 15 2014

049-015-901-002 Various Draft/Revise tarif f and precedent agreements Agreement(s) Not Applicable Nov 15 2014

049-015-901-003 Various Relevant tarif f documents and agreements Agreement(s) Not ApplicableFinal: March 15

2015

049-015-901-004 Various Open season procedures Procedures Not ApplicableFinal: Sept 30 ,

2015

N/A Various Precedent Agreements Agreement(s) Not Applicable Final: April 2016

3. AK LNG Scope of Services: Phase 1

• Support AGDC in work with AK LNG staff on developing commercial strategy for project delivery • Provide input and support drafting of AK LNG commercial documents • Provide input and support drafting of AK LNG tax documents • Provide input and support drafting of AK LNG finance documents • Support AGDC discussions with the FERC and other regulatory agencies • Provide legal support, draft documents, and review for meetings and interactions

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Phase 2

• Provide input and support drafting of AK LNG commercial documents • Provide input and support drafting of AK LNG tax documents • Provide input and support drafting of AK LNG finance documents • Support AGDC discussions with the FERC and other regulatory agencies • Provide legal support, draft documents, and review for meetings and interactions

Phase 3

• Provide input and support drafting of AK LNG commercial documents • Provide input and support drafting of AK LNG tax documents • Provide input and support drafting of AK LNG finance documents • Support AGDC discussions with the FERC and other regulatory agencies • Provide legal support, draft documents, and review for meetings and interactions • Provide legal support for legislative meetings and interactions

Phase 4 • Provide input and support drafting of AK LNG commercial documents • Provide input and support drafting of AK LNG tax documents • Provide input and support drafting of AK LNG finance documents • Support AGDC discussions with the FERC and other regulatory agencies • Provide legal support, draft documents, and review for meetings and interactions • Provide legal support for legislative meetings and interactions

4. AK LNG Deliverables:

Deliverable Number

Document Title Description Document

Type Document Number Planned Date

049-015-902-001 Various Draft AK LNG Project and Project Operations Agreements Plan(s) Not

Applicable Aug 30 2015

049-015-902-002 Various Draft AK LNG Governance Agreements Agreement(s) Not Applicable Aug 30 2015

049-015-902-003 Various Draft AK LNG Upstream Agreements Agreement(s) Not Applicable Aug 30 2015

049-015-902-004 Various Draft AK LNG Fiscal Agreements Procedures Not Applicable Aug 30 2015

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AGDC RECOMMENDATION/APPROVAL

Originator:

Title: Date:

Financial Authority:

Title: Date:

BOD Approval:

Title: Date:

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