Governance
Board oversight and risk management
Karoon has clear and responsible reporting between Board, management and stakeholder groups.
Executive Remuneration is linked to financial, operating, project and sustainability outcomes. Refer to our Annual Report for a comprehensive documentation of individual key management personnel (KMP) and corporate performance benchmarks and outcomes.
The Board governs and manages risks through a number of sub-committees:
- The Audit, Risk and Governance Committee assists the Board in discharging its oversight responsibilities with respect to overall risk identification and management, including the Corporate Risk Register and all aspects of Karoon’s financial reporting.
- The Sustainability and Operational Risk Committee assists the Board in fulfilling its responsibility for operational risk oversight and management and fostering a culture of sustainability and social responsibility. This includes HSSE, Climate Change Strategy, Social and Environmental projects, regulatory compliance and Karoon’s operating management system (OMS). The committee also has oversight of Karoon’s Operational Risk Register.
- The People and Culture Committee assists the Board in discharging its oversight responsibilities for Karoon’s corporate governance framework to attract, retain and drive high performance in all employees.
Details of the Board’s and Committees’ performance and Karoon’s overall compliance with the ASX Corporate Governance Principles and Recommendations can be found in our annual Corporate Governance Statement.
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.
Corporate Policies
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:
Dr Julian Fowles (Chief Executive Officer and 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 Peter Botten (Independent Non-Executive Chair)
Mr Carlos Tadeu da Costa Fraga (Independent Non-Executive Director)
Charter:
Audit, Risk and Governance Committee
Members:
Mr Clark Davey (Chairman of Committee)
Mr Peter Turnbull
Mr Peter Botten
Charter:
People and Culture Committee
Members:
Mr Peter Turnbull (Chairman of Committee)
Mr Peter Botten
Mr Clark Davey
Charter:
Sustainability and Operational Risk Committee
Members:
Ms Luciana Bastos De Freitas Rachid (Chair of Committee)
Mr Peter Turnbull
Mr Peter Botten
Mr Carlos Tadeu da Costa Fraga
Charter:
PRP Rules
Performance Rights Plan Rules
Wednesday, November 30, 2022