Committees of The Board
The role of the Audit Committee is documented in a charter, approved by the Board. This charter is in line with contemporary best practice and can be viewed at the link below.
The committee is required to consist of no less than three members and to meet at least four times per year. All members must be independent, non-executive Directors and financially literate, with at least one member having past employment experience in finance and accounting, requisite professional certification in accounting or other comparable experience or background. The Chairman of the Board is precluded from being the Chairman of the Audit Committee.
The current members of the Audit Committee, all of whom are independent non-executive Directors, are: Mr K A Dean (Chairman), Mr R M Harding and Ms J S Hemstritch.
The primary objective of the Audit Committee is to assist the Board fulfil its corporate governance and oversight responsibilities related to financial accounting practices, external financial reporting, financial reporting, risk management and internal control, and the internal and external audit function.
Specifically, the role of the Audit Committee includes:
- examining the accounting policies of the company to determine whether they are appropriate and in accordance with generally accepted practices;
- ensuring that truth and fairness is reflected in the preparation and publication of the company’s financial reports;
- meeting regularly with the internal and external auditors to reinforce their respective independence and to determine the appropriateness of internal and external audit procedures;
- reviewing the performance of the internal and external auditors and providing them with confidential access to the Board;
- receiving from the external auditors a formal written statement delineating all relationships between the auditors and the company and confirming compliance with all professional and regulatory requirements relating to auditor independence; and
- referring matters of concern to the Board, as appropriate, and considering issues which may impact on the financial reports of the company.
In order to ensure that truth and fairness is reflected in the preparation and publication of the company’s financial reports, the Audit Committee reviews the written statement of the CEO and CFO to the Board that the Consolidated Financial Report presents a true and fair view, in all material respects, of the financial condition and operational results of the Santos Group and is in accordance with Accounting Standards. This statement also confirms that:
- the Consolidated Financial Report is founded on a sound system of risk management and internal compliance and control, which implements the policies adopted by the Board; and
- the company’s risk management and internal control systems, to the extent they relate to financial reporting, are operating effectively in all material respects.
The Chairman of the Audit Committee presents a written report together with the minutes and recommendations of the Audit Committee at the next Board meeting. Similar procedures apply to all other committees of the Board.
The Board has adopted a policy in relation to the provision of non-audit services by the company’s external auditor that is based on the principle that work that may detract from the external auditor’s independence and impartiality, or be perceived as doing so, should not be carried out by the external auditor. The Audit Committee Charter clearly identifies those services that the external auditor may not provide, those that may be supplied and those that require specific approval of the Chairman of the Audit Committee, in consultation with other members of the committee.
These provisions reflect the current behaviours expected of the world’s leading corporations and are consistent with the ethical values and integrity of the company.
The Chairman of the Audit Committee provides the Board with a statement clarifying that the provision of non-audit services by the external auditors is compatible with the general standard of independence for auditors.
The role of the Finance Committee is documented in a charter, approved by the Board, which can be viewed at the link below. It includes responsibility for considering and making recommendations to the Board on the company’s capital management strategy and the company’s funding requirements and specific funding proposals. The committee also has responsibility for formulating and monitoring compliance with treasury policies and practices and the management of credit, liquidity and commodity market risks.
The current members of the Finance Committee, all of whom are independent non-executive Directors, are: Mr K C Borda (Chairman), Mr P R Coates and Mr K A Dean.
The role, responsibilities and membership requirements of the Nomination Committee is documented in the Board Guidelines and in a separate charter, approved by the Board, which can be viewed at the link below.
Under the Board guidelines, it is the responsibility of the Nomination Committee to devise the criteria for, and review membership of, and nominations to, the Board.
When a Board vacancy exists or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Nomination Committee has responsibility for proposing candidates for consideration by the Board and, where appropriate, engages the services of external consultants.
Prior to appointment, each Director is provided with a letter of appointment which includes information including a copy of the company’s constitution and of relevant policies. Additionally, the expectations of the Board in respect to a proposed appointee to the Board and the workings of the Board and its committees are conveyed in interviews with the Chairman and induction procedures and include access to appropriate executives in relation to details of the business of the company.
The Chairman of the Board is the Chairman of the Nomination Committee. The current members of the Nomination Committee, all of whom are independent non-executive Directors, are Mr P R Coates (Chairman), Mr R M Harding and Mr K C Borda.
People & Remuneration Committee
The People & Remuneration Committee is responsible for reviewing and reporting to the Board on the remuneration policies and practices of the company including: the compensation arrangements for the CEO and senior management; the company’s superannuation arrangements; employee share and option plans; executive and senior management performance review, succession planning, fees for non-executive Directors (within the aggregate amount approved by shareholders), measurable objectives for achieving gender diversity and an annual assessment of those objectives and progress towards achieving them, and remuneration analysed by gender.
The role of the People & Remuneration Committee is documented in a charter, approved by the Board, which can be viewed at the link below. The charter prescribes that the committee must consist of at least three non-executive Directors. The committee has access to independent advice and comparative studies on the appropriateness of remuneration arrangements.
The current members of the People & Remuneration Committee, all of whom are independent non-executive Directors, are: Mr G J W Martin (Chairman), Mr P R Coates, Ms J S Hemstritch and Mr R A Franklin.
Environment, Health, Safety and Sustainability Committee
Environment, health, safety and sustainability risks are managed through: a comprehensive Environment, Health and Safety Management System based on Australian Standard 4801 and International Standard 14001; Environment, Health, Safety and Sustainability committees at Board and management levels; the retention of specialist environment, health, safety and sustainability staff and advisors; regular internal and external environment, health, safety and sustainability audits; and imposing environment, health, safety and sustainability accountability as line management responsibilities.
The role of the Environment, Health, Safety and Sustainability Committee is documented in a charter, approved by the Board, which can be viewed at the link below.
The current members of the Environment, Health, Safety and Sustainability Committee are: Mr R M Harding (Chairman), Mr R A Franklin, Mr G J W Martin and Mr D J W Knox.