Santos : 2021 Corporate Governance Statement

For personal use only

Corporate

Governance

Statement

Effective corporate governance is critical to the long-term success of Santos. The Board and all levels of management are committed to maintaining and enhancing a strong corporate governance framework that underpins Santos' Vision.

Santos supports the intent and purpose of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Principles) and meets the specific requirements of the 4th Edition, as outlined in this Corporate Governance Statement.

Santos' corporate governance policies are available in the Corporate Governance section of the Company's website, at www.santos.com/about-us/corporate-governance/. The Board regularly reviews these policies and the Company's corporate governance practices against the requirements of both the Corporations Act 2001 (Cth) (Corporations Act) and the Listing Rules of the Australian Securities Exchange (ASX), and current best practice.

Corporate Governance Statement

2021

Governance Highlights

For personal use only

Board site visit to GLNG Curtis Island LNG facility

Conduct of an external Board performance review

Commitment to a

Say on Climate vote

at the 2022 AGM

Appointment of two new

Directors formerly on the

Board of Oil Search Limited

Commissioned an	Ongoing review
independent review of
and refresh of the
the Company's Risk
Risk Appetite
Management Framework

Review and update of publicly available core corporate governance policies including Climate Change, Market Communication and Continuous Disclosure and Risk Management Policies

Review and update of Board and Committee Charters in line with current best practice

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Corporate Governance Statement

Below is a list of the Company's publicly available core governance framework documents, set out against the relevant principles of the ASX Principles.

	Table 1: Core governance framework documents
only	Relevant document/information
	ASX principle
	Principle 1: Lay solid foundations for management and oversight	•	Santos Board Charter
		•	Nomination Committee Charter
		• Diversity and Inclusion Policy
	Principle 2: Structure the Board to be effective and add value	•	Santos Board Charter
		•	Nomination Committee Charter
	Principle 3: Instil a culture of acting lawfully, ethically and responsibly	•	Code of Conduct
use	•	Securities Dealing Policy
		• Diversity and Inclusion Policy
		•	Climate Change Policy
		• Annual Tax Contribution Disclosure
		• Environment, Health and Safety Policy
		• Local Industry, Community and Indigenous
			Participation Policy
		• Anti-Corruption Procedure
		•	Reporting Misconduct (Whistleblower)
			Procedure
	Principle 4: Safeguard the integrity of corporate reports	•	Audit and Risk Committee Charter
	P inciple 5: Make timely and balanced disclosure	•	Market Communication and Continuous
			Disclosure Policy
	Principle 6: Respect the rights of security holders	•	Constitution
personal	• Market Communication and Continuous
	Disclosure Policy
• Santos' corporate governance and investor
	web pages
	Principle 7: Recognise and manage risk	•	Audit and Risk Committee Charter
For	• Environment, Health, Safety and Sustainability
	Committee Charter
•	Risk Management Policy
• Environment, Health and Safety Policy
•	Climate Change Policy
	Principle 8: Remunerate fairly and responsibly	•	People, Remuneration and Culture Committee

Charter

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Corporate Governance Statement

onlyGOVERNANCE IMPACTS OF MERGER WITH OIL SEARCH LIMITED

On 17 December 2021, Santos acquired 100% of the issued capital in Oil Search from Oil Search shareholders to create a regional champion f size and scale. As a result of the merger, Santos' shares are now listed on both the ASX and PNGX.

As part of the merger, Santos has undertaken a comprehensive review of its governance arrangements and adopted a number of enhancements, including renewal of the Santos Board with the addition of Dr Eileen Doyle and Mr Musje Werror and the nomination of

useMr Michael Utsler as a Director of the Company. Santos will continue to review and implement appropriate changes to its governance arrangements given the change in size and scale of the Company, and will keep shareholders informed of any key changes via our website.

OVERVIEW OF SANTOS' CORPORATE GOVERNANCE FRAMEWORK

The purpose of our corporate governance framework is to assist our people to make good decisions that promote the longer-term success of Santos. Our corporate governance framework and its link to the Company's Values and culture is illustrated below:

personal
		The Board
		Is responsible for overseeing the performance and operations of the Company
		Board committees
		Audit & Risk	Including risk management and financial reporting
		People, Remuneration	Including Senior Executive pay and human resourcing
		& Culture	issues across the business
		Environment, Health,	Including climate change, sustainability, and Work,
		Safety & Sustainability	Health and Safety risks
		Nomination	Including new Board appointments and succession
		All Board Committees have procedures and practices in place to ensure that
		they effectively communicate with each other in relation to matters of shared
		responsibility
For				Risk Appetite and Risk Management
		Company policies and procedures
		(Santos Management System)		Framework

Management under the leadership of the CEO

Is responsible for delivering the strategic direction and goals approved by the Board

The Board approves the Company's Values and is responsible for monitoring the Company's culture and compliance with the Company's Code of Conduct and ethical standards.

The CEO is responsible for instilling a culture that aligns with the Company's Values.

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Always safe

Pursue exceptional results

Learn from success and failure

•

Unite and share learnings

•

Be disciplined about meeting requirements and standards

Challenge respectfully then get behind the decision

Take responsibility for our actions

•

Value diverse perspectives

Do what we say we are going to do

•

•

•

•

Be accountable

Work as one team

Corporate Governance Statement

onlySa tos' Values inform the behaviours, leadership attributes and decision-making of all Santos employees. They reflect how Santos employees work, treat each other and interact with the people and communities around Santos. These Values are:

use

	•	Plan work to protect all from harm	•	Deliver value for our stakeholders
	•	Be skilled and competent	•	Be decisive about what we can do better
	•	Understand the risks, controls and barriers	•	Recognise and reward achievement
	•	Follow the rules and respond to change	•	Strive for constant improvement
	•	Speak up	•	Enable innovation
	•	Step back, think and be ready
	Act with integrity			Build a better future
	•	Act ethically and do the right thing			•	Leave a positive legacy
	•	Value our customer relationships			•	Invest in our people
	•	Confront the facts			•	Have a positive impact in our communities
	•	Treat people with respect			•	Protect the environment
					•	Be health and safety champions

The Santos Values provide a blueprint for the expected behaviour at	• All trading in Santos securities occurs in compliance with the
personal	Securities Dealing Policy.
Santos. The Santos Values are brought to life by the LEAP (Leaders,
Experts and Professionals) behavioural framework which provides	• Everyone at Santos is expected to understand and comply with
tangible examples of expected workplace behaviours and standards by
the standards in the Code of Conduct.
ca eer level. The Santos Code of Conduct is based on the principles
that guide the way we work, as set out in our Values. Any person who	• We work in a way that respects the human rights of all people
perf rms work for or on behalf of Santos must comply with Santos'	touched by our operations, including in a manner consistent
C de of Conduct, which contains the following core requirements:	with seeking to prevent the occurrence of slavery and
• We work safely and look out for the safety of our colleagues.	human trafficking.
• Our workplace is free from harassment, discrimination and bullying.	• All breaches of the Code of Conduct must be reported.
For	• The Board, including through its various Committees, is responsible
• We act ethically and lawfully in all business conduct.	for setting, assessing and reinforcing the Santos culture.
• We understand and manage the impact of our operations on the	These Values and requirements form the foundation of Santos'
environment and engage with our stakeholders with respect.
corporate governance framework.

• We communicate accurately and honestly with investors, government and the community.

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