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  • are aware of, and comply with laws and regulations relevant to the Company’s operations including environmental and trade laws both in Australia and abroad;

  • protect any Company assets under their control and not use Company assets for personal purposes, without prior Company approval;

  • do not disclose or use in any improper manner confidential information about the Company, its customers or affairs;

  • respect the privacy of others and comply with the Company’s Privacy Policy; and

  • report misconduct through prescribed reporting channels, including as a last resort, the independent Company ‘hotline’.

The standards of conduct expected of Santos staff, including those directed at the broader stakeholder constituency of shareholders, employees, customers and the community, are also recorded in separate guidelines and policies relating to dealing in securities (discussed below), the environment, occupational health and safety and human resources. Further, a Code of Conduct, based on that developed by the Group of 100 (an association of senior finance executives from Australia’s business enterprises) applies to the CFO and all other officers and employees within the finance function of the Company who have the opportunity to influence the integrity, direction and operation of the Company and its financial performance.

Where applicable, the guidelines and policies are incorporated by reference in individual contracts of employment or expressly set out in those contracts, including provisions relating to: conflicts of interest; confidentiality and restrictions against use and dissemination of information; use of Company assets; perquisites, tender processes, benefits and contact with suppliers; employment opportunity practices; privacy; training and further education support; and smoking, alcohol and drugs.

GUIDELINES FOR DEALING IN SECURITIES

The Company has developed specific written guidelines that prohibit Directors and executives (and their respective associates) from acquiring, selling or otherwise trading in the Company’s shares if they possess material price-sensitive information which is not in the public domain.

42 Santos Annual Report 2006

Pursuant to these guidelines, no person may deal in securities while they are in the possession of price-sensitive information. In other circumstances, Directors must inform and receive acknowledgment from the Chairman or his representative (and executives from the Company Secretary or a person appointed by the Board) of an intention prior to any dealings in securities either by themselves or by their associates, and must promptly notify details following the dealing.

The Company’s policy is that trading in Santos securities is permitted, with approval as set out above, only during the following periods:

  • the period commencing two clear days after the announcement of the Company’s annual results and ending 1 July; and

  • the period commencing two clear days after the announcement of the Company’s half- yearly results and ending 1 January.

Under the guidelines, prohibitions on dealing in securities apply not only to the acquisition and disposal of shares, but also to the acquiring, taking, assigning and releasing of options traded in the options market. Directors and executives may not deal in securities on considerations of a short-term nature.

CONTINUOUS DISCLOSURE AND SHAREHOLDER COMMUNICATION

The Company is committed to giving all shareholders timely and equal access to information concerning the Company.

The Company has developed policies and procedures in accordance with its commitment to fulfilling its obligations to shareholders and the broader market for continuous disclosure. These policies establish procedures to ensure that Directors and management are aware of and fulfil their obligations in relation to the timely disclosure of material price-sensitive information. Information must not be selectively disclosed prior to being announced to the ASX and NASDAQ. Directors and management must notify a designated Disclosure Officer, being the CEO, CFO, Vice President Corporate and People, Company Secretary or Group Executive Investor Relations, as soon as they become aware of information that should be considered for release to the market.

When the Company makes an announcement to the market, that announcement is released to both exchanges where its shares are listed: ASX and NASDAQ. The Company Secretary is

responsible for communications with the exchanges. All material information disclosed to the ASX is posted on the Company’s website at www.santos.com. This includes ASX announcements, annual reports (including therefore this Corporate Governance Statement), notices of meetings, CEO briefings, media releases, and materials presented at investor, media and analyst briefings. An email alert facility is also offered to shareholders. Web-casting of material presentations, including annual and half- yearly results presentations, is provided for the benefit of shareholders, regardless of their location.

The Board is aware of its obligations and will seek shareholder approval as required by the Company’s Constitution, the Corporations Act and the ASX Listing Rules.

Additionally, the Company’s external auditor attends Annual General Meetings to be available to answer shareholder questions relevant to the conduct of the audit.

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