X hits on this document

181 views

0 shares

0 downloads

0 comments

43 / 51

Composition

The Committee consists of at least three non- executive Directors and the Managing Director.

Role

The role of the Safety, Health and Environment Committee is documented in a charter, approved by the Board.

The role of the Safety, Health and Environment Committee includes:

  • oversight of the Environment, Health and Safety Management System, including greenhouse gas, sustainability and cultural heritage matters; and

  • review of the regular internal and external environmental and safety audits.

NOMINATION COMMITTEE

Members

Mr S Gerlach (Chairman) Professor J Sloan Mr R M Harding

Mr M A O’Leary retired as a member on 15 December 2006.

Composition

The Committee consists of at least three independent, non-executive Directors.

Role

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. The primary criteria adopted in selection of suitable Board candidates is their capacity to contribute to the ongoing development of the Company having regard to the location and nature of the Company’s significant business interests and to the candidates’ qualifications and experience by reference to the attributes of existing Board members.

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.

REMUNERATION COMMITTEE

Members

Professor J Sloan (Chairperson) Mr S Gerlach Mr R M Harding

Mr P C Barnett retired as a member on 28 February 2006.

Composition

The Committee is required to consist of no less than three non-executive Directors, including the Chairman of the Board.

Role

The role of the Remuneration Committee is documented in a charter, approved by the Board.

The Remuneration Committee is responsible for reviewing 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, and, within the aggregate amount approved by shareholders, the fees for non-executive Directors.

The Committee has access to independent advice and comparative studies on the appropriateness of remuneration arrangements.

FINANCE COMMITTEE

Members

Mr S Gerlach (Chairman) Mr K A Dean Mr K C Borda

Mr P C Barnett retired as a member on 28 February 2006.

Mr M A O’Leary retired as a member on 15 December 2006.

Composition

The Committee consists of only independent, non-executive Directors.

Role

The role of the Finance Committee is documented in a charter, approved by the Board.

The role of the Finance Committee 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;

  • formulating and monitoring compliance with treasury policies and practices; and

  • the management of credit, liquidity and commodity market risks.

PART 3: GOVERNANCE POLICIES APPLICABLE TO THE BOARD

RELEVANT POLICIES AND CHARTERS

See www.santos.com

  • Board Guidelines

  • Risk Management Policy

COMPANY SECRETARY

The Company Secretary reports directly to the Board and is responsible for the administration of the business and responsibilities of the Board and its various committees (excluding the Audit Committee which is the responsibility of the Manager Risk and Audit, who reports to the Chairman of the Audit Committee).

The Company Secretary acts as the Secretary to each of the Finance Committee, Nomination Committee, Remuneration Committee and Safety, Health and Environment Committee and is responsible to those committees and the Board for ensuring compliance with their respective charters and guidelines.

The Company Secretary advises the Board and its committees on governance matters and liaises with management to ensure the resolutions of the Board and its committees are discharged. The independent Directors of the Board also have individual access to the Company Secretary, who is empowered to engage the services of independent advisors at the request of the Board, a committee or independent Director.

The Company Secretary can only be appointed and removed by the Board, ensuring that the requirements of the Board and its committees are met independently of management.

The Company’s General Counsel, James Leslie Baulderstone (BSc (Hons), LLB (Hons)), aged 40 years, was appointed as the Company Secretary on 14 February 2007. Mr Wesley Glanville (BA, LLB, GDLP, MAICD), aged 44,

Santos Annual Report 2006 39

Document info
Document views181
Page views181
Page last viewedSat Jan 21 03:12:31 UTC 2017
Pages51
Paragraphs2698
Words22578

Comments