Governance

Our Purpose and Culture

Our purpose is to provide energy to an ever-changing world, creating value for our shareholders and the broader community.

Karoon’s Board and management is committed to continuing to develop a culture focussed on:

Shareholder and stakeholder value
– valued by shareholders and customers, admired by the communities in our focus areas, and a company our employees are proud of

Global values
– we are a global company, not just an Australian company, we therefore adopt a global set of values

Code of conduct
– our Code of Conduct sets out these values

Safety
– the safety and security of all our people is paramount

Environmental, Social and Governance principles
– we strive for the highest standards in our environmental, social and governance activities

Climate change
– we believe global climates are changing and we consider the impact of such changes in our decision-making processes. We support a gradual transition to a lower carbon future

Integrity
– we stand for integrity and operational excellence and always doing things “the right way’’

Ethics
– we have zero tolerance for graft or corruption and insist employees “do the right thing” on all occasions

Innovation
– we are innovators and have an enduring and nimble entrepreneurial spirit

Leadership
– the people who best adopt this culture will be Karoon’s future leaders

Corporate Governance Statement

Karoon is committed to a high standard of corporate governance and fostering a culture that values ethical behaviour, integrity and respect. Operating in accordance with these high standards is essential for sustainable long-term performance and value creation.

As a listed entity Karoon must comply with the Corporations Act 2001 (Cth) (‘Corporations Act 2001’), the Australian Securities Exchange (‘ASX’) Listing Rules and other Australian and international laws. The ASX Listing Rules require Karoon to report on the extent to which it has followed the Corporate Governance Recommendations contained in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (‘ASXCGC Recommendations’).

Karoon’s Corporate Governance Statement (‘CGS’), approved by the Board of Directors, reports on the Company’s key governance principles and practices, and compliance with the ASXCGC Recommendations. A copy of the most recent CGS can be found here.

Role and Composition of the Board

The role and responsibility of the Board is to oversee and direct the senior management of Karoon by:

  • defining and monitoring the strategic direction of the Company;
  • defining policies and procedures to ensure Karoon operates within the legal, ethical and social requirements of its environment;
  • establishing control and accountability systems within Karoon’s operations to conform to the legal requirements and the expectations of shareholders and other stakeholders;
  • defining and monitoring the management of an effective risk assessment strategy;
  • securing funds to develop Karoon’s assets;
  • driving Company performance;
  • from time to time, reviewing and monitoring management and Company performance;
  • appointing and appraising the Executive Directors;
  • ensuring there are adequate plans and procedures for succession planning;
  • reviewing and approving the remuneration of the Executive Directors and senior executives;
  • approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures; and
  • approving and monitoring financial and other reporting.

 

The Managing Director is responsible for managing the Company in accordance with the strategy, plans and policies approved by the Board. The Executive Directors and other key management personnel are responsible for the day-to-day management and administration of the Company. The Board has policies and procedures in place to assess the performance of the Executive Directors.

 

The role and responsibilities of the Board are listed in the Company’s Board Charter, which can be found under Board and Committee Charters on the Karoon website.

 

In addition to the above, matters expressly reserved to the Board are:

  • approval of the corporate budget; and
  • approval for expenditure over a set limit.

 

The Board believes that this is appropriate at this time given the level and complexity of transactions.

 

The Board is made up of a total of 8 Directors consisting of a majority of independent Non-Executive Directors. The composition breakdown is five independent Non-Executive Directors (including the Chair), one Non-Executive Director and two Executive Directors.

 

The skills, experience and expertise relevant to the position of each Director, and term of office are detailed under Directors and Management on the website.

 

The composition of the Board is reviewed periodically, having regard to the current and future growth phases of the Company’s business.

Board and Committee Charters

Board Committee
Members:

Mr Bruce Phillips (Independent Non-Executive Chairman)

Mr Robert Hosking (Managing Director)

Mr Peter Turnbull (Independent Non-Executive Director)

Mr Clark Davey (Independent Non-Executive Director)

Ms Luciana Bastos De Freitas Rachid (Independent Non-Executive Director)

Mr Geoff Atkins (Independent Non-Executive Director)

Mr Jose Coutinho Barbosa (Non-Executive Director)

Charter:

Board Committee Charter

Audit and Risk Committee Members

Mr Clark Davey (Chairman of Committee)
Mr Geoff Atkins
Mr Peter Turnbull

Charter:

Audit and Risk Committee Charter

People, Culture and Governance Committee Members

Mr Peter Turnbull (Chairman of Committee)
Mr Bruce Phillips
Mr Geoff Atkins
Mr Clark Davey

Charter:

People, Culture and Governance Committee Charter

Sustainability and Operational Risk Committee Members

Ms Luciana Bastos De Freitas Rachid (Chair of Committee)
Mr Peter Turnbull
Mr Jose Coutinho Barbosa

Charter:

Sustainability and Operational Risk Committee Charter

PRP Rules

Performance Rights Plan Rules

Friday, January 31, 2020