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KAROON ENERGY LTD Governance Information 2016

Sep 28, 2016

65171_rns_2016-09-28_3fbcb3db-6211-486c-b4bc-38075b85098b.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Karoon Gas Australia Ltd

ABN/ARBN ABN/ARBN Financialyear ended
53 107 001 338 30 June 2016

Our corporate governance statement[2] for the above period above can be found at:[3]

 these pages of our annual report:

==> picture [14 x 13] intentionally omitted <==

this URL on our website: www.karoongas.com.au/governance

The Corporate Governance Statement is accurate and up to date as at 28 September 2016 and has been approved by the Board of Directors.

The annexure includes a key to where our corporate governance disclosures can be located.

Date here: 29[th] September 2016_

==> picture [75 x 43] intentionally omitted <==

Sign here: _______ Company Secretary

Print name: Scott Hosking

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board and
those delegated to management.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and information about the respective roles and
responsibilities of our board and management (including
those matters expressly reserved to the board and those
delegated to management):
at this location:
in our Corporate Governance Statement
_Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re‐elect a
director.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.3 A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
1.4 The company secretary of a listed entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of
the board.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.5 A listed entity should:
(a) have
a
diversity
policy
which
includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and to
assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender
diversity set by the board or a relevant committee
of the board in accordance with the entity’s
diversity policy and its progress towards achieving
them and either:
(1) the respective proportions of men and women
on the board, in senior executive positions
and across the whole organisation (including
how the entity has defined “senior executive”
for these purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.		 … the fact that we have a diversity policy that complies
with paragraph (a):
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of our diversity policy or a summary of it:
at this location:
www.karoongas.com.au (Governance tab)
Insert location here
… the measurable objectives for achieving gender diversity
set by the board or a relevant committee of the board in
accordance with our diversity policy and our progress
towards achieving them:
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
… and the information referred to in paragraphs (c)(1) or
(2):
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
1.6 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken in the reporting period in accordance
with that process.		 … the evaluation process referred to in paragraph (a):
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.7 A listed entity should:
(a) have and disclose a process for periodically
evaluating
the
performance
of
its
senior
executives; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken in the reporting period in accordance
with that process.		 … the evaluation process referred to in paragraph (a):
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 2‐ STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings;OR
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs to
address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.		 [If the entity complies with paragraph (a):]
… the fact that we have a nomination committee that
complies with paragraphs (1) and (2):
in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
at this location:
www.karoongas.com.au (Governance tab)
Insert location here
… and the information referred to in paragraphs (4) and
(5):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have a nomination committee
and the processes we employ to address board succession
issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence
and diversity to enable it to discharge its duties and
responsibilities effectively:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
2.2 A listed entity should have and disclose a board skills
matrix setting out the mix of skills and diversity that
the board currently has or is looking to achieve in its
membership.		 … our board skills matrix:
in our Corporate Governance Statement
 at this location:
_____
Insert location here		 OR
____		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
The Board skills matrix is a new requirement which
Karoon has now adopted in our Corporate Governance
Statement
2.3 A listed entity should disclose:
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position, association
or relationship of the type described in Box 2.3
but the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position, association or
relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.		 … the names of the directors considered by the board to be
independent directors:
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… where applicable, the information referred to in
paragraph (b):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
… the length of service of each director:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
2.4 A majority of the board of a listed entity should be
independent directors.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not
be the same person as the CEO of the entity.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.6 A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.		 … our code of conduct or a summary of it:
 in our Corporate Governance StatementOR
at this location:
www.karoongas.com.au (Governance tab)
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are
non‐executive directors and a majority of
whom are independent directors; and		 [If the entity complies with paragraph (a):]
… the fact that we have an audit committee that complies
with paragraphs (1) and (2):
in our Corporate Governance StatementOR		 an explanation why that is so in our Corporate
Governance Statement

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
(2) is chaired by an independent director, who is
not the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of
the members of the committee; and
(5) in relation to each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings;OR
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the processes
for the appointment and removal of the external
auditor and the rotation of the audit engagement
partner.		 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
at this location:
www.karoongas.com.au (Governance tab)
Insert location here
… and the information referred to in paragraphs (4) and
(5):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have an audit committee and the
processes we employ that independently verify and
safeguard the integrity of our corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
4.2 The board of a listed entity should, before it approves
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in
their opinion, the financial records of the entity have
been properly maintained and that the financial
statements comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity and
that the opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement
4.3 A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to
the audit.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity that does not
hold an annual general meeting and this
recommendation is therefore not applicable
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.		 … our continuous disclosure compliance policy or a
summary of it:
 in our Corporate Governance StatementOR
at this location:
www.karoongas.com.au (Governance tab)
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about
itself and its governance to investors via its website.		 … information about us and our governance on our
website:
at this location:
www.karoongas.com.au (Governance tab)
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
6.2 A listed entity should design and implement an
investor relations program to facilitate effective two‐
way communication with investors.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.		 … our policies and processes for facilitating and
encouraging participation at meetings of security holders:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity that does not
hold periodic meetings of security holders and this
recommendation is therefore not applicable
6.4 A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security
registry electronically.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 7– RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk,
each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings;		 [If the entity complies with paragraph (a):]
… the fact that we have a committee or committees to
oversee risk that comply with paragraphs (1) and (2):
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
at this location:
www.karoongas.com.au (Governance tab)
Insert location here
… and the information referred to in paragraphs (4) and
(5):		 an explanation why that is so in our Corporate
Governance Statement

10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
OR
(b) if it does not have a risk committee or committees
that satisfy (a) above, disclose that fact and the
processes it employs for overseeing the entity’s
risk management framework.		 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
[If the entity complies with paragraph (b):]
… the fact that we do not have a risk committee or
committees that satisfy (a) and the processes we employ
for overseeing our risk management framework:
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at
least annually to satisfy itself that it continues to
be sound; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it performs;
OR
(b) if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
risk management and internal control processes.		 [If the entity complies with paragraph (a):]
… how our internal audit function is structured and what
role it performs:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit function
and the processes we employ for evaluating and
continuallyimprovingthe effectiveness of our risk		  an explanation why that is so in our Corporate
Governance Statement

11

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
management and internal control processes:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.		 … whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do,
how we manage or intend to manage those risks:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings;OR
(b) if it does not have a remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for directors and senior executives and ensuring
that such remuneration is appropriate and not
excessive.		 [If the entity complies with paragraph (a):]
… the fact that we have a remuneration committee that
complies with paragraphs (1) and (2):
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
at this location:
www.karoongas.com.au (Governance tab)
Insert location here
… and the information referred to in paragraphs (4) and
(5):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

12

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
[If the entity complies with paragraph (b):]
… the fact that we do not have a remuneration committee
and the processes we employ for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
8.2 A listed entity should separately disclose its policies
and practices regarding the remuneration of non‐
executive directors and the remuneration of
executive directors and other senior executives.		 … separately our remuneration policies and practices
regarding the remuneration of non‐executive directors and
the remuneration of executive directors and other senior
executives:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
8.3 A
listed
entity
which
has
an
equity‐based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.		 … our policy on this issue or a summary of it:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we do not have an equity‐based remuneration
scheme and this recommendation is therefore not
applicableOR
 we are an externally managed entity and this
recommendation is therefore not applicable

13

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