WINCHESTER ENERGY LTD — Governance Information 2021

Mar 30, 2021

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Date: 31 March 2021

Corporate Governance Statement

ASX Code: WEL

Directors

Laurence Roe Executive Chairman

Please find attached the Winchester Energy Ltd Corporate Governance Statement as at 24 March 2021.

Larry Liu Non-Executive Director

Tony Peng Non-Executive Director

James Allchurch Non-Executive Director

Lloyd Flint Company Secretary

Contact Details

Australia

Ground Floor 24 Outram Street West Perth WA 6005 Australia

Authorised for release by the board of directors.

PO Box 641 West Perth WA 6872 Australia

Tel: +61 8 9200 3743 Fax: +61 8 9200 3742

Laurence Roe

Executive Chairman

T: +61 8 9200 3743

E: admin@winchesterenergyltd.com

USA

Two Riverway 17[th] Floor Suite 1700 Houston Texas USA 77056

Tel: +1 713 333 0610

winchesterenergyltd.com

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WINCHESTER ENERGY LIMITED ACN 168 586 445

CORPORATE GOVERNANCE STATEMENT

To the extent applicable, and to the extent able (given the current size and structure of the Company and the Board), the Company has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ). Any departures from the Recommendations are set out in the ‘Departures from Recommendations’ section.

In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed. A full copy of the Company’s corporate governance charter and associated policies, protocols and related instruments is available on the Company’s website under its “Corporate Governance” heading – www.winchesterenergyltd.com .

The corporate governance statement contained in this section and the section entitled ‘Departures from Recommendations’ are current as at 24 March 2021 and have been approved by the Board.

Departures from Recommendations

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMMENT
1.	Lay solid foundations for management and oversight
1.1	Companies should disclose the respective roles and	Satisfied. The Board has adopted a formal
	responsibilities of its board and management and those	charter setting out the responsibilities of
	matters expressly reserved to the board and those	the Board. This charter can be accessed
	delegated to management.	at:www.winchesterenergyltd.com
1.2	Companies should undertake appropriate checks	Satisfied. The Company has undertaken
	before appointing a person, or putting forward to	appropriate police, credit and other
	shareholders a candidate for election as a director and	relevant checks prior to the appointment
	should provide shareholders with all material	of the Directors. All information to hand
	information in its possession relevant to a decision on	has been included in the Annual Report.
	whether or not to elect or re-elect a director.
1.3	Companies should have a written agreement with	Satisfied. Written agreements have been
	each director and senior executive setting out the	entered into with all Directors and senior
	terms of their appointment.	management.
1.4	The company secretary should be accountable directly	Satisfied. This practice is in place.
	to the board, through the chair, on all matters to do
	with the proper functioning of the board.
1.5	Companies should:
	▪ have and disclose a diversity policy	Satisfied - the Company has adopted a
		Diversity Policy which can be accessed at
		www.winchesterenergyltd.com.
	▪ through its board or a committee set measurable	Not satisfied. Immediate Covid issues
	objectives for achieving gender diversity in the	have placed a hold on diversity
	composition of its board, senior executives and	objectives.
	workforce generally; and;
	▪ disclose as at the end of each reporting period;
	- the measurable objectives for achieving gender	Not satisfied. The targets are currently
	diversity; and	being determined. There are no women
	▪ its progress towards achieving them and either:	on the board currently.
	- the respective proportions of men and women on
	the board, in senior executive positions and across	No women hold senior executive roles
	the whole organisation; or	currently.
	- the company's 'Gender Equality Indicators' as
	defined in the Workplace Gender Equality Act	N/a – there are less than 100 employees.
	2012.

WINCHESTER ENERGY LIMITED ACN 168 586 445

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMMENT
1.6	Companies should disclose the process for evaluating	Satisfied. The performance evaluation of
	the performance of the board, its committees and	board members occurs in accordance
	individual directors and disclose in relation to each	with the Remuneration and Nomination
	reporting period whether a performance evaluation	Committee Charter which can be
	was undertaken in the reporting period in accordance	accessed at
	with that process.	www.winchesterenergyltd.com.
1.7	Companies should disclose a process for periodically	Satisfied. The Board meets to review the
	evaluating the performance of its senior executives and	performance of executives. The senior
	disclose in relation to each reporting period, whether a	executives’ performance is to be assessed
	performance evaluation was undertaken in the	against the performance of the Company
	reporting period in accordance with that process.	as a whole.
2.	Structure the board to add value
2.1	Companies should have a nomination committee	The Board has established a Remuneration
	which:	and Nomination Committee
	▪ has at least 3 members, a majority of whom are	Not satisfied. Currently comprises of two
	independent directors; and	directors of which only one is non-
		executive.
	▪ is chaired by an independent director;	Not satisfied. Currently chaired by
	and disclose:	chairman who is “executive” subsequent to resignation of Managing Director.
	▪ the charter of the committee;	Satisfied www.winchesterenergyltd.com.
	▪ the members of the committee; and	Laurence Roe and Larry Liu
	▪ as at the end of each reporting period the number	During the period the Remuneration and
	of times the committee met throughout the period	Nomination Committee met once
	and the individual attendances of the members at	formally, with all members of the
	those meeting.	Committee in attendance.
2.2	Companies should disclose a board skills matrix setting	No matrix formulated. The skills,
	out the mix of skills and diversity that the board currently	experience and expertise relevant to the
	has or is looking to achieve its membership.	position held by each Director is disclosed
		in the Directors’ Report in the Annual
		Report.
2.3	Companies should disclose:	The Board currently has 2 independent
	▪ the names of the directors considered by the board	Directors, being Larry Liu and James
	to be independent directors;	Allchurch.
	▪ if a director has an interest, position, association, or	Each of the other independent directors
	relationship affecting independent status but the	have an interest in the shares of the
	board is of the opinion that it does not compromise	company but less than the threshold of
	the independence of the director, the nature of that	10% holding as decided by the board.
	interest position or association or relationship in
	question and an explanation of why the Board is of
	that opinion; and	The date of appointment of each Director
	▪ the length of service of each director.	is set out in the Annual Report.
2.4	A majority of the board of a company should be	Not satisfied. The board currently has 2
	independent directors.	independent Directors immediately. There
		was a majority of independent directors
		for the 2020 financial year.
2.5	The chair should be an independent director and	Not satisfied. The Company has a COO
	should not be the same person as the CEO of the	but the chair is currently executive.
	company.

WINCHESTER ENERGY LIMITED ACN 168 586 445

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMMENT
2.6	Companies should have a program for inducting new	Satisfied. The Company has adopted a
	directors and provide appropriate professional	program for inducting new directors and
	development opportunities for directors to develop and	providing appropriate professional
	maintain the skill and knowledge needed to perform	development opportunities.
	their role as directors effectively.
3.	Act ethically and responsibly
3.1	A listed entity should articulate and disclose its values.	The Company has adopted a set of Core
		Values which can be accessed at
		www.winchesterenergyltd.com
	A listed entity should:	The Company has adopted a Code of
	▪ have and disclose a code of conduct for its	Conduct which can be accessed at
	directors, senior executives and employees; and	www.winchesterenergyltd.com
	▪ ensure that the board or a committee of the board	The board is kept informed of breaches by
	is informed of any material breaches of that code.	the responsible officer.
	A listed entity should:	The Company has adopted a Whistle
	▪ have and disclose a whistleblower policy; and	blower Policy which can be accessed at
	▪ ensure that the board or a committee of the board	www.winchesterenergyltd.com
	is informed of any material incidents reported under	The board is kept informed of breaches by
	that policy.	the responsible officer
	A listed entity should:	The Company has adopted an anti-
	▪ have and disclose an anti-bribery and corruption	bribery and corruption policy which can
	policy; and	be accessed at
	▪ ensure that the board or a committee of the board	www.winchesterenergyltd.com
	is informed of any material breaches of that policy.	The board is kept informed of breaches by
		the responsible officer
4.	Safeguard integrity in corporate reporting
4.1	The board should establish an audit committee which:	Not satisfied. The Company has
	▪ has at least 3 members, all of whom are non-	established an Audit and Risk Committee
	executive directors and a majority of whom are	which consists of two members. Only one is
	independent directors; and	independent. Currently the Chairman
	▪ is chaired by an independent director, who is not the chair of the board,	chairs the committee. The Company Secretary acts as secretary to the committee and attends its meetings.
	and disclose:	The qualification and experience of the
	▪ the charter of the committee;	committee members are set out in the
	▪ the relevant qualifications and experience of the	Directors’ Report.
	members of the committee; and	The formal charter of the Committee is at
	▪ in relation to each reporting period the number of	www.winchesterenergyltd.com. During
	times and committee met throughout the period	the period the Audit and Risk Committee
	and the individual attendances of the members at	met twice formally, with all members in
	those meetings.	attendance.
4.2	The board of a company should, before it, approves	Satisfied. The Board has adopted the
	the company's financial statements for a financial	policy that before it approves the
	period, receive from its CEO and CFO a declaration	Company's financial statements for a
	that, in their opinion, the financial records of the	financial period it will receive from its CEO
	company have been properly maintained and that the	and CFO (or the persons performing those
	financial statements comply with the appropriate	functions) a declaration that, in their
	accounting standards and give a true and fair view of	opinion, the financial records of the
	the financial position and performance of the company	Company have been properly maintained
	and the opinion has been formed on the basis of a	and that the financial statements comply
	sound system of risk management and internal control	with the appropriate accounting

WINCHESTER ENERGY LIMITED ACN 168 586 445

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMMENT
	which is operating effectively.	standards and give a true and fair view of
		the financial position and performance of
		the Company.
4.3	A listed entity should disclose its process to verify the	Quarterly reports. There were no material
	integrity of any periodic corporate report it releases to	variances to be reported to market
	the market that is not audited or reviewed by an	pursuant to ASX GN23.
	external auditor.
5.	Make timely and balanced disclosure
5.1	A listed entity should have and disclose a written policy	The Company has adopted a Continuous
	for complying with its continuous disclosure obligations	Disclosure Policy which can be accessed
	under listing rule 3.1.	atwww.winchesterenergyltd.com.
5.2	A listed entity should ensure that its board receives	This is a practice employed by the
	copies of all material market announcements promptly	Company.
	after they have been made.
5.3	A listed entity that gives a new and substantive investor	This is a practice employed by the
	or analyst presentation should release a copy of the	Company.
	presentation materials on the ASX Market
	Announcements Platform ahead of the presentation.
6.	Respect the rights of security holders
6.1	Companies should provide information about itself and	Satisfied. Information on the Company
	its governance to investors via its website.	can be accessed at
		www.winchesterenergyltd.com.
6.2	Companies should design and implement an investor	The Company has adopted a Shareholder
	relations program to facilitate effective two way	Communications Policy which can be
	communications with investors.	accessed at
		www.winchesterenergyltd.com.
6.3	Companies should disclose the policies and processes it	Satisfied. The Company has adopted a
	has in place to facilitate and encourage participation	Shareholder Communications Policy which
	at meetings of shareholders.	can be accessed at
		www.winchesterenergyltd.com.
6.4	A listed entity should ensure that all substantive	This has been the case since the 2020
	resolutions at a meeting of security holders are decided	AGM and will be the case going forward.
	by a poll rather than by a show of hands.
6.5	Companies should give shareholders the option to	Satisfied. The Company has adopted a
	receive communications from, and send	Shareholder Communications Policy which
	communications to, the company and its share registry	can be accessed at
	electronically.	www.winchesterenergyltd.com.
7.	Recognise and manage risk
7.1	Companies should have a committee or committees to	The Company has adopted an Audit and
	oversee risk, each of which:	Risk Committee Charter at
		www.winchesterenergyltd.com.
	▪ has at least 3 members, a majority of whom are	Not satisfied. Two directors only and only
	independent directors; and	one is independent.
	▪ is chaired by an independent director,	Not satisfied. Executive Chairman is the
	and disclose:	chair
	▪ the charter of the committee;	Satisfied
	▪ the members of the committee; and	Laurence Roe (Chair) and Larry Liu are the
		members.
		During the period the Audit and Risk

WINCHESTER ENERGY LIMITED ACN 168 586 445

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMMENT
	▪ as at the end of each reporting period, the number	Committee met twice formally, with all
	of times and committee met throughout the period	members in attendance.
	and the individual attendances of the members at
	those meeting.
7.2	The board or a committee of the board should review	The Board receives assurance in the form
	the company's risk management framework at least	of a declaration, from the Managing
	annually to satisfy itself that it continues to be sound	Director and Chief Financial Officer
	and disclose in relation to each reporting period,	(equivalent) as required by the
	whether such a review has taken place.	Corporations Act. The Company’s formal
		risk management framework is yet to be
		adopted. The current informal model is
		deemed to be sound given the number of
		projects and organisational structure.
7.3	Companies should disclose if it has an internal audit	The Company due to its size does not have
	function, how the function is structured and what role it	an internal audit department.
	performed, or 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.
7.4	Companies should disclose whether it has any material	The risks the Company faces are set out in
	exposure to economic, environmental and social	Section 9 of the Company’s Prospectus
	sustainability risks and if it does, how it manages or	dated 8 August 2014, 26 May 2017 and
	intends to manage those risks.	Offer Document 7 December 2018. The
		Covid-19 pandemic is a new risk facing
		the company and managing the
		associated risks have been addressed
		internally and with 3rdparty providers.
8.	Remunerate fairly and responsibly
8.1	The board should establish a remuneration committee	The Company has established a
	which:	Remuneration and Nomination Committee.
	▪ has at least 3 members, a majority of whom are	Not satisfied. Two members only.
	independent directors; and
	▪ is chaired by an independent director;	Not satisfied. The executive Chairman is
		chair.
	and disclose:
	▪ the charter of the committee;	The charter (which can be accessed at
		www.winchesterenergyltd.com)
	▪ the members of the committee; and	The committee consists of Laurence Roe
		and Larry Liu. The Company Secretary acts
		as secretary to the committee and attends
		its meetings.
	▪ 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 of those meetings.	During the period the Remuneration and Nomination Committee met once formally, with all members of the committee in attendance.
8.2	Companies should separately disclose its policies and	The structure of Non-Executive Directors’
	practices regarding the remuneration of non-executive	remuneration is clearly distinguished from
	directors and the remuneration of executive directors	that of Executive Directors and senior
	and other senior executives.	executives and is described in the
		Remuneration Report in the Annual Report.

WINCHESTER ENERGY LIMITED ACN 168 586 445

PRINCIPLES AND RECOMMENDATIONS

COMMENT

The remuneration of Executive Directors and senior executives is monitored by the Remuneration and Nomination Committee, in accordance with the charter for that committee (which can be accessed at www.winchesterenergyltd.com).

• 8.3 Companies with an equity based remuneration scheme should:

• 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

• The Company has yet to adopt any equity based remuneration scheme. Currently it is on an ad hoc basis.

• disclose that policy or a summary of it.