(a) Each Participant commits to:
(1) maintain, for at least the Relevant Period, all of their records and other documentation referred to in this Agreement that relate to the Works in accordance with, where applicable, good accounting practices, standards and procedures;
(2) fully disclose any corporate or other objectives or affiliations that could reasonably be considered to have an adverse impact on the achievement of either or both of the Project Owner's VFM Statement or the Alliance Objectives;
(3) make their records and other documentation referred to in this Agreement that relate to the Works available to each other (or each other's nominated auditor) on request; and
(4) make available to each other (or each other's nominated auditor) any existing documentation or information in whatever form relating to the Works.
(b) The obligation to make records and documentation available does not apply to records or documentation that may be the subject of legal professional privilege or are confidential lawyer/client communications.
(c) For the purposes of this clause 4.4, all of the references to the nominated auditor of the Owner Participant will include the Auditor-General of the State of Victoria.
Guidance Note - To satisfy the open book commitment set out in this clause 4.4, the Participants must fully document their involvement in the Project (including all Reimbursable Costs reasonably and actually incurred by the Participants in performing the Works) and be transparent in all of their dealings with each other in respect of the Project. For this purpose, the Participants must agree record-keeping and accounting practices and procedures which will be implemented by the Participants. The Participants must give a real commitment to ensuring that the Project Owner is able to understand any information, analysis and methodology contained in the documentation prepared by the Participants in respect of the Project. In turn, the Project Owner must ensure that it has allocated adequate professional resources to properly understand that documentation. As part of the preparation of the TOC, the NOPs must have been fully transparent in respect of each of the cost components of performing the Works and ensure that no cost components have been hidden from the Project Owner (either by absence from, or aggregation in, the TOC). Also, where the Project Owner is using the Agreement for a Project in a jurisdiction other than Victoria, the Project Owner will need to revisit and amend the reference to the Auditor-General of the State of Victoria as appropriate for that jurisdiction. |