Committees have been established to assist the Board in discharging its responsibilities effectively and efficiently.
The following committees were established by the board:
Audit and Risk Committee, Nomination Committee, People and Remuneration Committee and Environment, Health, Safety and Sustainability Committee.
The role of the Audit and Risk Committee is documented in a charter, approved by the Board. This charter is in line with contemporary best practice.
The Committee will consist of at least three members, all of whom are independent non-executive Directors and between its members, have sufficient accounting and financial expertise and understanding of the oil and gas industry, to be able to discharge the Committee’s responsibilities. The Committee will include at least one member who is also a member of the EHSS Committee and be chaired by a non-executive Director who is not the Chairman of the Board.
The current members of the Audit and Risk Committee, all of whom are independent non-executive Directors, are Mr GM Cowan (Chairman), Mr GJW Martin, Mr H Goh and Mr PR Hearl.
The Committee will assist the Board to meet its oversight responsibilities by reviewing, reporting and making recommendations in relation to financial reporting, enterprise risk management, internal control systems, the internal and external audit functions and reserves and resources reporting. The Committee’s duties include:
The Chairman of the Audit and Risk Committee presents a report together with the minutes and recommendations of the Audit and Risk 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 and Risk 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 and Risk 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 and Risk 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, responsibilities and membership requirements of the Nomination Committee are documented in the Board Guidelines and in a separate charter, approved by the Board.
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 PR Coates (Chairman), Mr RA Franklin and Mr GJW Martin.
The People and 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 and 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 and Remuneration Committee, all of whom are independent non-executive Directors, are Mr GJW Martin (Chairman), Ms YA Allen and Mr RA Franklin.
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.
The current members of the Environment, Health, Safety and Sustainability Committee are Mr RA Franklin (Chairman), Mr H Goh, Ms YA Allen and Mr KT Gallagher.