SANTOS LIMITED — Governance Information 2020

Feb 19, 2020

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity
Santos Limited
ABN/ARBN		Financialyear ended
80 007 550 923		31 December 2019

Our corporate governance statement[2] 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 19 February 2020 and has been approved by the board.

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

Date: 19 February 2020 Name of Director or Secretary authorising Jodie Hatherly 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.

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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 section 1.1 (‘Responsibilities’) of 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: The ‘Corporate Governance’ section of the Santos website athttps://www.santos.com/who-we-are/corporate- governance/ and the Board Charter, which is available at the same location.
	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 section 2.3 (‘Director selection and succession planning’) of our Corporate Governance StatementOR at this location: _________ Insert location here

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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 …
1.3	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 section 1.1 (‘Responsibilties’) and section 2.4 (‘Director induction and continuing education’) of our Corporate Governance StatementOR at this location: _________ Insert location here
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 section 1.1 (‘Responsibilities’) of our Corporate Governance StatementOR at this location: _________ Insert location here
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	… the fact that we have a diversity policy that complies with paragraph (a): in section 5.1 (‘Diversity’) of 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: The ‘Corporate Governance’ section of the Santos website athttps://www.santos.com/who-we-are/corporate- governance/ … 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 section 5.1 (‘Diversity’) of our Corporate Governance StatementOR

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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 …
	entity’s most recent “Gender Equality Indicators”, as defined in and published under 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 Governance StatementOR at this location: ______ _Insert location here
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 section 2.5 (‘Review of Board, Board Committees and Director performance’) of our Corporate Governance StatementOR at this location: ______ Insert location here_ … and the information referred to in paragraph (b): in section 2.5 (‘Review of Board, Board Committees and Director performance’) of our Corporate Governance StatementOR at this location: ______ _Insert location here

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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 …
1.7	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 section 1.1 (‘Responsibilities’) of our Corporate Governance StatementOR at this location: ______ Insert location here_ … and the information referred to in paragraph (b): in section 1.1 (‘Responsibilities’) of our Corporate Governance StatementOR at this location: ______ _Insert location here

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	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 …
	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 section 3.1 (‘Role and Activities of Committees’) of our Corporate Governance StatementOR 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/corporate- governance/committees-of-the-board/ … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: Members: On page 8, 9 and 10 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/ Meetings and attendances: On page 19 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/
	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.	… ou	r board skills matrix: in section 2.2 (‘Board capabilities’) of our Corporate Governance StatementOR at this location: _________ Insert location here

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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 …
2.3	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 section 2.1 (‘Board composition and Director independence’) of our Corporate Governance Statement AND at this location: The ‘Leadership Team’ page on the Santos website at https://www.santos.com/who-we-are/board-leadership-team/ … where applicable, the information referred to in paragraph (b): in section 2.1 (‘Board composition and Director independence’) of our Corporate Governance Statement OR at this location: _________ Insert location here … the length of service of each director: in our Corporate Governance StatementOR at this location: On pages 8, 9 and 10 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: in section 2.1 (‘Board composition and Director independence’) of our Corporate Governance Statement OR at this location: _________ Insert location here

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	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 …
	2.5	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 section 2.1 (‘Board composition and Director independence’) of our Corporate Governance StatementOR at this location: _________ Insert location here
	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 section 2.4 (‘Director induction and continuing education’) of our Corporate Governance StatementOR at this location: _________ Insert location here
	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.	… ou	r code of conduct or a summary of it: in our Corporate Governance StatementOR at this location: The ‘Corporate Governance’ section of the Santos website athttps://www.santos.com/who-we-are/corporate- governance/
	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 (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee;	… the fact that we have an audit committee that complies with paragraphs (1) and (2): in section 3.1 (‘Role and Activities of Committees’) of our Corporate Governance StatementOR at this location: _________ Insert location here … and a copy of the charter of the committee: at this location:

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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 …
	(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.		The ‘Corporate Governance’ section of the Santos websiteat https://www.santos.com/who-we-are/corporate- governance/committees-of-the-board/ … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: Qualifications: On pages 8, 9 and 10 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/ Meetings and attendances: On page 19 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/
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 section 4.3 (‘CEO and CFO Assurance’) of our Corporate Governance StatementOR at this location: _________ Insert location here
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 section 5.4 (‘Market communication and continuous disclosure’) of our Corporate Governance StatementOR at this location: _________ Insert location here

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	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 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: The Market Communication and Continuous Disclosure Policy can be found in the ‘Corporate Governance’ section of the Santos website athttps://www.santos.com/who-we- are/corporate-governance/
	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: The Santos website athttps://www.santos.com/ and at https://www.santos.com/who-we-are/corporate- governance/
	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 section 5.4 (‘Market communication and continuous disclosure’) of our Corporate Governance StatementOR at this location: _________ Insert location here
	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 section 5.4 (‘Market communication and continuous disclosure’) of our Corporate Governance StatementOR at this location: _________ Insert location here

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	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 …
	6.4	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 section 5.4 (‘Market communication and continuous disclosure’) of our Corporate Governance StatementOR at this location: _________ Insert location here
	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;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.		… the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): in section 3.1 (‘Role and Activities of Committees’) of our Corporate Governance StatementOR 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 websiteat https://www.santos.com/who-we-are/corporate- governance/committees-of-the-board/ … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: Members: On pages 8, 9 and 10 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/ Meetings and attendances: On page 19 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/

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	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 …
	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 section 4.1 (‘Risk management roles and responsibilities’) of our Corporate Governance Statement OR at this location: _________ Insert location here		In 2019, a comprehensive review of the risk management framework was undertaken by Management. The risk management framework was then reviewed by the Board at the first meeting held in 2020.
	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.	… how our internal audit function is structured and what role it performs: in section 4.2 (‘Internal Audit’) of 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: In the Operating and Financial Review that is on pages 20 to 29 of the 2019 Annual Report, which can be found at the following link: https://www.santos.com/investors/announcements/
	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,	… the fact that we have a remuneration committee that complies with paragraphs (1) and (2): in section 3.1 (‘Role and Activities of Committees’) of our Corporate Governance StatementOR

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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 …
	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.		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 websiteat https://www.santos.com/who-we-are/corporate- governance/committees-of-the-board/ … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: Members: On pages 8, 9 and 10 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/ Meetings and attendances: On page 19 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/
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: In the Remuneration Report commencing on page 32 of the 2019 Annual Report and notes 7.2 and 7.3 to the financial statements commencing on page 59 of the 2019 Annual Report, which can be accessed at https://www.santos.com/investors/announcements/

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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 …
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.	… ou	r policy on this issue or a summary of it: in section 5.3 (‘Securities Dealing Policy’) of our Corporate Governance StatementAND at this location: The ‘Corporate Governance’ section of the Santos website athttps://www.santos.com/who-we-are/corporate- governance/

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