SANTOS LIMITED — Governance Information 2017

Feb 16, 2017

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Santos Limited

ABN/ARBN Financial year ended 80 007 550 923 31 December 2016

Our corporate governance statement2 for the above period above can be found at:3

these pages of our annual report: _____________________________________________

this URL on our website: https://www.santos.com/who-we-are/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 17 February 2017 and has been approved by the board.

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

Date: 17 February 2017

Name of Director or Secretary authorising David Lim lodgement: Company Secretary

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.

ANNEXURE– KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the boardand those delegated to management.	… the fact that we follow this recommendation:in section 2.1('Responsibilities') of our CorporateGovernance StatementORat this location:_____________________________________________
		Insert location here… and information about the respective roles andresponsibilities of ourboard and management(including thosematters expressly reserved to the board and those delegated tomanagement):at this location:The 'Corporate Governance' section of the Santos websiteat https://www.santos.com/who-we-are/corporategovernance/and the Board Charter, which is available atthe same location.
1.2	Alisted entity should:(a)undertakeappropriatechecksbeforeappointing a person,or putting forward tosecurity holders a candidate for election, as adirector; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect adirector.	… the fact that we follow this recommendation:in section 1.3 ('Director selection and successionplanning') of our Corporate Governance StatementORat this location:_____________________________________________Insert location here

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
1.3	A listed entity should have a written agreementwith each director and senior executive setting outthe terms of their appointment.	… the fact that we follow this recommendation:in section 1.4 ('Director induction and continuingeducation') of our Corporate Governance StatementORat this location:_____________________________________________Insert location here
1.4	The company secretary of a listed entity should beaccountable directly to the board, through thechair, on all matters to do with the properfunctioning of the board.	… the fact that we follow this recommendation:in section 2.1 ('Responsibilities') of our CorporateGovernance StatementORat this location:_____________________________________________Insert location here
1.5	A listed entity should:(a)haveadiversitypolicywhichincludesrequirements for the boardor a relevantcommittee of the board tosetmeasurableobjectives for achieving gender diversity andtoassess annually both the objectives and theentity's progress in achieving them;(b)disclose that policy or a summary ofit; and(c)disclose as at the end of each reporting periodthe measurable objectives for achieving genderdiversity set by theboard or a relevantcommittee of the board in accordance with theentity's diversity policy and its progress towardsachieving themand either:(1)the respective proportions of men andwomen on the board, in senior executivepositions 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" underthe Workplace Gender Equality Act, theentity'smostrecent"Gender Equality	… the fact that we have a diversity policy that complies withparagraph(a):in section 5.1 ('Diversity') of our Corporate GovernanceStatementORat this location:_____________________________________________Insert location here… and a copy of our diversity policy or a summary of it:at this location:The 'Corporate Governance' section of the Santos websiteat https://www.santos.com/who-we-are/corporategovernance/… the measurable objectives for achieving gender diversity setby the board or a relevant committee of the board inaccordance with ourdiversity policy and ourprogress towardsachieving them:in section 5.1 ('Diversity') of our Corporate GovernanceStatement OR

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
	Indicators", as defined in and publishedunder that Act.	at this location:Insert location here… and the information referred to in paragraphs (c)(1) or(2):in section 5.1 ('Diversity') of our Corporate GovernanceStatementORat this location:Insert location here
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertakeninthereportingperiodinaccordance with that process.	… the evaluationprocess referred to in paragraph (a):in section 1.5 ('Review of Board, Board Committees andDirector performance') of our Corporate GovernanceStatementORat this location:Insert location here… and the information referred to in paragraph (b):in section 1.5 ('Review of Board, Board Committees andDirector performance') of our Corporate GovernanceStatementORat this location:Insert location here

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
1.7	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertakeninthereportingperiodinaccordance with that process.	… the evaluation process referred to in paragraph (a):in section 2.1 ('Responsibilities') of our CorporateGovernance StatementORat this location:Insert location here… and the information referred to in paragraph (b):in section 2.1 ('Responsibilities') of our CorporateGovernance StatementORat this location:Insert location here

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
	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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a nomination committee,disclose that fact and the processes it employsto address board succession issues and toensure that the board has the appropriatebalance of skills, knowledge,experience,independence and diversity to enable it todischarge its duties and responsibilitieseffectively.	[If the entity complies with paragraph (a):]… the fact that we have a nomination committee that complieswith paragraphs (1) and (2):in section 3.1 ('Role and membership') of our CorporateGovernance Statement ORat this location:_____________________________________________Insert location here… and a copy of thecharter of the committee:at this location:The 'Corporate Governance' section of the Santos websiteat https://www.santos.com/who-we-are/corporategovernance/committees-of-the-board/… and the information referred to in paragraphs (4) and (5):in our Corporate Governance Statement ORat this location:Members: On pages 8-9of the 2016Annual Report, whichcan be accessed athttps://www.santos.com/investors/company-reporting/Meetings and attendances: On page 17ofthe 2016AnnualReport, which can be accessed athttps://www.santos.com/investors/company-reporting/
2.2	A listed entity should have and disclose a boardskills matrix setting out the mix of skills anddiversity that the board currently has or is lookingto achieve in its membership.	… our board skills matrix:in section 1.2 ('Board capabilities') of our CorporateGovernance Statement ORat this location:_____________________________________________Insert location here

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
2.3	A listed entity should disclose:(a)the names of the directors considered by theboard to be independent directors;(b)ifadirectorhas an interest, position,association or relationship of the type describedin Box2.3but the board is of the opinion that itdoes not compromise the independence of thedirector, the nature of the interest, position,association or relationship in question and anexplanation 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 beindependent directors:in section 1.1 ('Board composition and Directorindependence') of our Corporate Governance StatementORat this location:Insert location here… where applicable, the information referred to in paragraph(b):in section 1.1 ('Board composition and Directorindependence') of our Corporate Governance StatementORat thislocation:Insert location here… the length of service of each director:in our Corporate Governance Statement ORat this location:On pages 6-7of the 2016Annual Report, which can beaccessed at https://www.santos.com/investors/companyreporting/
2.4	A majority of the board of a listed entity should beindependent directors.	… the fact that we follow this recommendation:in section 1.1 ('Board composition and Directorindependence') of our Corporate Governance StatementORat this location:_____________________________________________Insert location here
2.5	The chair of theboard of a listed entity should bean independent director and, in particular, shouldnot be the same person as the CEO of the entity.		an explanation why that is so in secion 1.1 ('boardComposition and Director Independence')of ourCorporate Governance Statement.

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
2.6	A listed entity shouldhave a program for inductingnew directors and provideappropriate professionaldevelopment opportunities for directors to developand maintain the skills and knowledge needed toperform their role as directorseffectively.	… the fact that we follow this recommendation:in section 1.4 ('Director induction and continuingeducation') of our Corporate Governance StatementORat this location:_____________________________________________Insert location here
	PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary ofit.	… our code of conduct or a summary of it:in our Corporate Governance StatementORat this location:The 'Corporate Governance' section of the Santos websiteat https://www.santos.com/who-we-are/corporategovernance/
	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 arenon-executive directors and a majority ofwhom are independent directors; and(2)is chaired by an independent director, whois not the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience ofthe members of the committee; and(5)in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have an audit committee, disclosethat fact and the processes it employs that	… the factthat we have an audit committee that complies withparagraphs (1) and (2):in section 3.1 ('Role and membership') of our CorporateGovernance StatementORat this location:_____________________________________________Insert location here… and a copy of the charter of the committee:at this location:The 'Corporate Governance' section of the Santos website athttps://www.santos.com/who-we-are/corporategovernance/committees-of-the-board/… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementOR

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
	independentlyverifyandsafeguardtheintegrity of its corporatereporting, includingthe processes for the appointment and removalof the external auditor and the rotation of theaudit engagement partner.	at this location:Qualifications: On pages 6-7ofthe2016Annual Report,which can be accessed athttps://www.santos.com/investors/company-reporting/Meetings and attendances: On page17ofthe 2016AnnualReport, which can be accessed athttps://www.santos.com/investors/company-reporting/
4.2	The board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFO adeclaration that, in their opinion,the financialrecords of the entity have been properlymaintained and that the financial statementscomply with the appropriate accounting standardsand give a true and fair view of the financialposition and performance of the entityand that theopinion has been formed on the basis of a soundsystem of risk management and internal controlwhich is operating effectively.	… the fact that we follow this recommendation:in section 4.3('CEO and CFO Assurance') of our CorporateGovernance StatementORat this location:_____________________________________________Insert location here
4.3	A listed entity that has an AGM should ensure thatits external auditor attends its AGM and is availableto answer questions from security holders relevantto the audit.	… the fact that we follow this recommendation:in section 5.4 ('Market communication and continuousdisclosure') of our Corporate Governance StatementORat this location:_____________________________________________Insert location here

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying withitscontinuous disclosure obligations under theListing Rules; and(b)disclose that policy or a summary ofit.	… our continuous disclosure compliance policy or a summaryof it:in our Corporate Governance StatementORat this location:TheMarket Communication and Continuous DisclosurePolicy can be found in the 'Corporate Governance' sectionof the Santos website at https://www.santos.com/who-weare/corporate-governance/
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information aboutitself and its governance to investors via its website.	… information about usand ourgovernance on our website:at this location:The Santos website at https://www.santos.com/and athttps://www.santos.com/who-we-are/corporategovernance/
6.2	A listed entity should design and implement aninvestor relations program to facilitate effectivetwo-way communication with investors.	… the fact that we follow this recommendation:in section 5.4 ('Market communication and continuousdisclosure') of our Corporate Governance StatementORat this location:_____________________________________________Insert location here
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and encourageparticipation at meetings of security holders.	… our policies and processes forfacilitatingand encouragingparticipation at meetings of security holders:in section 5.4 ('Market communication and continuousdisclosure') ofour Corporate Governance StatementORat this location:_____________________________________________Insert location here

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
6.4	A listed entity should give security holders theoption to receive communications from, and sendcommunications to, the entity and its securityregistry electronically.	… the fact that we follow this recommendation:in section 5.4 ('Market communication and continuousdisclosure') of our Corporate Governance StatementORat this location:_____________________________________________Insert location here
	PRINCIPLE 7 –RECOGNISE AND MANAGERISK
7.1	The board of a listed entity should:(a)have a committee or committees to overseerisk, each of which:(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a risk committee orcommitteesthat satisfy (a) above, disclose thatfact and the processes it employs for overseeingthe entity'srisk management framework.	… the fact that we have a committee or committees to overseerisk that complywith paragraphs (1) and (2):in section 3.1 ('Role and membership') of our CorporateGovernance StatementORat this location:_____________________________________________Insert location here… and a copy of the charter of the committee:at this location:The 'Corporate Governance' section of the Santos website athttps://www.santos.com/who-we-are/corporategovernance/committees-of-the-board/… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat this location:Members: On pages 6-7 ofthe2016Annual Report, whichcan be accessed athttps://www.santos.com/investors/company-reporting/Meetings and attendances: On page 17ofthe 2016AnnualReport, which can be accessed athttps://www.santos.com/investors/company-reporting/

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
7.2	The board or a committee of the board should:(a)review the entity's risk management frameworkat least annually to satisfy itself that itcontinues 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 section 4.1 ('Risk Management Systems') of ourCorporate Governance StatementORat this location:_____________________________________________Insert location here
7.3	A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role itperforms; OR(b)if it does not have an internal audit function,that fact and the processes it employs forevaluatingand continually improving theeffectiveness of its risk management andinternal control processes.	… how our internal auditfunction is structured and what role itperforms:in section 4.2('Internal Audit') of our CorporateGovernance StatementORat this location:_____________________________________________Insert location here
7.4	A listed entity should disclose whetherit has anymaterial exposureto economic, environmental andsocial sustainabilityrisksand, if it does, how itmanages or intends to manage those risks.	… whether wehaveany material exposureto economic,environmental and social sustainabilityrisks and, if wedo, howwemanage or intend to manage those risks:in our Corporate Governance StatementORat this location:In theOperating and Financial Review that is on pages 18to 26of the 2016Annual Report, which can be found atthe following link:https://www.santos.com/investors/company-reporting/
	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 ofwhom are independent directors; and	… the fact that we have a remuneration committee thatcomplies with paragraphs (1) and (2):in section 3.1 ('Role and membership') of our CorporateGovernance StatementOR

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
	(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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a remuneration committee,disclose that fact and the processes it employsfor setting the level and composition ofremunerationfordirectorsandseniorexecutivesandensuringthatsuchremuneration is appropriate and not excessive.	at this location:_____________________________________________Insert location here… and a copy of the charter of the committee:at this location:The 'Corporate Governance' section of the Santos website athttps://www.santos.com/who-we-are/corporategovernance/committees-of-the-board/… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat thislocation:Members: On pages 6-7ofthe 2016Annual Report, whichcan be accessed athttps://www.santos.com/investors/company-reporting/Meetings and attendances: On page17ofthe 2016AnnualReport , which can be accessed athttps://www.santos.com/investors/company-reporting/
8.2	A listed entity should separately disclose its policiesand practices regarding the remuneration of nonexecutive directors and the remuneration ofexecutive directors and other senior executives.	… separately our remuneration policies and practices regardingthe remuneration of non-executive directors and theremuneration of executive directors and other seniorexecutives:in our Corporate Governance StatementORat this location:In the Remuneration Report commencing on page 31ofthe 2016Annual Reportand notes 7.2and 7.3to thefinancial statements commencing on page 51ofthe2016Annual Report, which can be accessed athttps://www.santos.com/investors/company-reporting/

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation infull for the whole of theperiod above. We havedisclosed …
8.3	Alistedentity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise)which limit the economic risk of participatingin the scheme; and(b)disclose that policy or a summary of it.	… our policy on this issue or a summary of it:in section 5.3('Securities DealingPolicy') of our CorporateGovernance Statement ORat this location:The 'Corporate Governance' section of the Santos websiteathttps://www.santos.com/who-we-are/corporategovernance/