WORLEY LIMITED - Governance Information 2020

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Worley Limited
ABN / ARBN:		Financial year ended:
17 096 090 158		30 June 2020

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.worley.com/investors/reports-and-presentations#2020

The Corporate Governance Statement is accurate and up to date as at 26 August 2020 and has been approved by the board.

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

Date: 26 August 2020 Name of Director or Secretary authorising Nuala O’Leary lodgement: Group 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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose: … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
(a) the respective roles and responsibilities of its board and ☒ in our Corporate Governance Statement Statement OR
management; and
… and information about the respective roles and responsibilities of ☐ we are an externally managed entity and this recommendation
(b) those matters expressly reserved to the board and those
our board and management (including those matters expressly is therefore not applicable
delegated to management.
reserved to the board and those delegated to management):
☒ in our Corporate Governance Statement.
1.2 A listed entity should: … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
(a) undertake appropriate checks before appointing a person, or ☒ in our Corporate Governance Statement Statement OR
putting forward to security holders a candidate for election,
as a director; and ☐ we are an externally managed entity and this recommendation
is therefore not applicable
(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.
1.3 A listed entity should have a written agreement with each director … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
and senior executive setting out the terms of their appointment. ☒ in our Corporate Governance Statement Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
directly to the board, through the chair, on all matters to do with the ☒ in our Corporate Governance Statement Statement OR
proper functioning of the board.
☐ we are an externally managed entity and this recommendation
is therefore not applicable
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4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
1.5 A listed entity should: … the fact that we have a diversity policy that complies with ☐ an explanation why that is so in our Corporate Governance
(a) have a diversity policy which includes requirements for the paragraph (a): Statement OR
board or a relevant committee of the board to set measurable ☒ in our Corporate Governance Statement ☐ we are an externally managed entity and this recommendation
objectives for achieving gender diversity and to assess
annually both the objectives and the entity’s progress in … and a copy of our diversity policy or a summary of it: is therefore not applicable
achieving them; ☒ at https://www.worley.com/investors/corporate-governance
(b) disclose that policy or a summary of it; and
… and the measurable objectives for achieving gender diversity set by
(c) disclose as at the end of each reporting period the the board or a relevant committee of the board in accordance with our
measurable objectives for achieving gender diversity set by diversity policy and our progress towards achieving them:
the board or a relevant committee of the board in accordance
☒ in our Corporate Governance Statement
with the entity’s diversity policy and its progress towards
achieving them and either: … and the information referred to in paragraphs (c)(1) or (2):
(1) the respective proportions of men and women on the ☒ in our Corporate Governance Statement
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.
1.6 A listed entity should: … the evaluation process referred to in paragraph (a): ☐ an explanation why that is so in our Corporate Governance
(a) have and disclose a process for periodically evaluating the ☒ in our Corporate Governance Statement Statement OR
performance of the board, its committees and individual
directors; and … and the information referred to in paragraph (b): ☐ we are an externally managed entity and this recommendation
(b) disclose, in relation to each reporting period, whether a ☒ in our Corporate Governance Statement is therefore not applicable
performance evaluation was undertaken in the reporting
period in accordance with that process.
1.7 A listed entity should: … the evaluation process referred to in paragraph (a): ☐ an explanation why that is so in our Corporate Governance
(a) have and disclose a process for periodically evaluating the ☒ in our Corporate Governance Statement Statement OR
performance of its senior executives; and
… and the information referred to in paragraph (b): ☐ we are an externally managed entity and this recommendation
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting ☒ in our Corporate Governance Statement is therefore not applicable
period in accordance with that process.
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Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …[4]

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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. … the fact that we have a nomination committee that complies with paragraphs (1) and (2): `☒`in our Corporate Governance Statement OR `☐`at … and a copy of the charter of the committee: `☒` at: https://www.worley.com/investors/corporate-governance … and the information referred to in paragraphs (4) and (5): `☒`at page 46 of our 2020 Annual Report, which is available from: https://www.worley.com/investors/reports-and- presentations#2020 `☒` an explanation why that is so in our Corporate Governance Statement Note: The Chairman of our Nominations Committee is not an independent director. However, we have followed the remainder of the recommendation in full for the whole of the period above.
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 our Corporate Governance Statement `☐` 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
2.3	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 Statement … and, where applicable, the information referred to in paragraph (b): `☒`in our Corporate Governance Statement … and the length of service of each director: `☒`at pages 46 to 49 of our 2020 Annual Report, which is available from: https://www.worley.com/investors/reports-and- presentations#2020		`☐` an explanation why that is so in our Corporate Governance Statement

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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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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; (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 fact that we have an audit committee that complies with paragraphs (1) and (2): `☒`in our Corporate Governance Statement … and a copy of the charter of the committee: `☒`at our website – the Audit and Risk Committee Charter is available from: https://www.worley.com/investors/corporate- governance … and the information referred to in paragraphs (4) and (5): `☒`at pages 46 to 49 of our 2020 Annual Report. Note: Relevant qualifications and experience of committee members may be found on pages 46 to 49 of our 2020 Annual Report. The number of times the committee met throughout the period and the individual attendances of members may be found on page 46 of our 2020 Annual Report. Our 2020 Annual Report is available from: https://www.worley.com/investors/reports-and-presentations#2020 `☐` an explanation why that is so in our Corporate Governance Statement
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 Statement	`☐` an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
4.3 A listed entity that has an AGM should ensure that its external … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
auditor attends its AGM and is available to answer questions ☒ in our Corporate Governance Statement Statement OR
from security holders relevant to the audit.
☐ 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: … our continuous disclosure compliance policy or a summary of it: ☐ an explanation why that is so in our Corporate Governance
(a) have a written policy for complying with its continuous ☒ at our website – our Continuous Disclosure Policy is available Statement
disclosure obligations under the Listing Rules; and from: https://www.worley.com/investors/corporate-governance
(b) disclose that policy or a summary of it.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its … information about us and our governance on our website: ☐ an explanation why that is so in our Corporate Governance
governance to investors via its website. ☒ at the following pages of our website: Statement
-
https://www.worley.com/investors/corporate governance
6.2 A listed entity should design and implement an investor relations … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
program to facilitate effective two-way communication with investors. ☒ in our Corporate Governance Statement Statement
6.3 A listed entity should disclose the policies and processes it has in … our policies and processes for facilitating and encouraging ☐ an explanation why that is so in our Corporate Governance
place to facilitate and encourage participation at meetings of participation at meetings of security holders: Statement OR
security holders.
☒ in our Corporate Governance Statement ☐ 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 … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
communications from, and send communications to, the entity ☒ in our Corporate Governance Statement Statement
and its security registry electronically.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: … the fact that we have a committee or committees to oversee risk ☐ an explanation why that is so in our Corporate Governance
(a) have a committee or committees to oversee risk, each of that comply with paragraphs (1) and (2): Statement
which: ☒ in our Corporate Governance Statement
(1) has at least three members, a majority of whom are
… and a copy of the charter of the committee:
independent directors; and
☒ at our website – our Audit and Risk Committee Charter is
(2) is chaired by an independent director,
available from: https://www.worley.com/investors/corporate-
and disclose:
governance
(3) the charter of the committee;
… and the information referred to in paragraphs (4) and (5):
(4) the members of the committee; and
☒ at pages 46 to 49 of our 2020 Annual Report, which is available
(5) as at the end of each reporting period, the number of from: https://www.worley.com/investors/reports-and-
times the committee met throughout the period and
the individual attendances of the members at those presentations#2020
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.
7.2 The board or a committee of the board should: … the fact that board or a committee of the board reviews the entity’s ☐ an explanation why that is so in our Corporate Governance
(a) review the entity’s risk management framework at least risk management framework at least annually to satisfy itself that it Statement
annually to satisfy itself that it continues to be sound; and continues to be sound:
(b) disclose, in relation to each reporting period, whether such ☒ in our Corporate Governance Statement
a review has taken place.
… and that such a review has taken place in the reporting period
covered by this Appendix 4G:
☒ in our Corporate Governance Statement
7.3 A listed entity should disclose: … how our internal audit function is structured and what role it ☐ an explanation why that is so in our Corporate Governance
(a) if it has an internal audit function, how the function is performs: Statement
structured and what role it performs; or ☒ in our Corporate Governance Statement
(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.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: … the fact that we have a remuneration committee that complies with ☐ an explanation why that is so in our Corporate Governance
(a) have a remuneration committee which: paragraphs (1) and (2): Statement OR
(1) has at least three members, a majority of whom are ☒ in our Corporate Governance Statement ☐ we are an externally managed entity and this recommendation is
independent directors; and
… and a copy of the charter of the committee: therefore not applicable
(2) is chaired by an independent director,
☒ at our website – our Remuneration Committee Charter is
and disclose: available from: https://www.worley.com/investors/corporate-
(3) the charter of the committee; governance
(4) the members of the committee; and … and the information referred to in paragraphs (4) and (5):
(5) as at the end of each reporting period, the number of ☒ at pages 46 to 49 of our 2020 Annual Report, which is available
times the committee met throughout the period and the individual attendances of the members at those from: https://www.worley.com/investors/reports-and-
presentations#2020
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.
8.2 A listed entity should separately disclose its policies and … separately our remuneration policies and practices regarding the ☐ an explanation why that is so in our Corporate Governance
practices regarding the remuneration of non-executive directors remuneration of non-executive directors and the remuneration of Statement OR
and the remuneration of executive directors and other senior executive directors and other senior executives:
executives. ☐ we are an externally managed entity and this recommendation
☒ at pages 50 to 78 of our 2020 Annual Report, which is available
from: https://www.worley.com/investors/reports-and- is therefore not applicable
presentations#2020
8.3 A listed entity which has an equity-based remuneration scheme … our policy on this issue or a summary of it: ☐ an explanation why that is so in our Corporate Governance
should:
☒ at our website - our Securities Dealings Policy is available from Statement OR
(a) have a policy on whether participants are permitted to -
https://www.worley.com/investors/corporate governance ☐ w e do not have an equity-based remuneration scheme and this
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of recommendation is therefore not applicable OR
participating in the scheme; and ☐ we are an externally managed entity and this recommendation
(b) disclose that policy or a summary of it. is therefore not applicable
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. … the information referred to in paragraphs (a) and (b): `☐`in our Corporate Governance Statement OR `☐`at `☐` an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: `☐`in our Corporate Governance Statement OR `☐`at	`☐` an explanation why that is so in our Corporate Governance Statement

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AI assistant

WORLEY LIMITED Governance Information 2020

66073_rns_2020-08-25_0148fe0f-226d-45e8-8b3b-be68ec5cbecc.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

AI assistant

WORLEY LIMITED — Governance Information 2020

66073_rns_2020-08-25_0148fe0f-226d-45e8-8b3b-be68ec5cbecc.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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