The Board of Directors of Samson Oil & Gas Limited is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of Samson Oil & Gas Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.
To ensure the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of directors and for
the operation of the Board.
Composition of the Board
The composition of the Board is determined in accordance with the following principles and guidelines:
The directors in office at the date of this statement are:
Details in relation to the directors' skills, experience and expertise relevant to the position of Director are detailed in the Directors' Report.
The current Board of Samson Oil & Gas Limited maintains a majority of independent directors.
Independent Profesional Advice
Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company's expense.
Code of Busines Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics. All Directors and employees are bound by this Code and have signed a form acknowledging this fact. All Directors and employees are required to sign this acknowledgement annually.
The Code of Business Conduct and Ethics includes details in regard to:
A copy of the Code of Business Conduct and Ethics is on this website.
All directors comply with the requirements of the Corporations Regulations 2001 and the listing rules of the Australian Stock Exchange in relation to trading of the Company's securities. Aside from the Code of Business Conduct and Ethics, formal procedures to ensure the directors specifically comply with the requirements of the Corporations Regulations 2001 have not been established. The Company does not believe these procedures are necessary as a general policy is included in the Code of Business Conduct and Ethics.
Share Dealings and Disclosures
The Company's policy regarding directors, executives and employees dealing in its securities is set by the Board. The Board restricts directors, executives and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the security price. Directors, executives and employees are required to consult the chairman, prior to dealing in securities in the Company or other companies in which the Company has a relationship.
Dealings are not permitted at any time whilst in the possession of price sensitive information not already available to the market. In addition, the Corporations Act 2001 prohibits the purchase or sale of securities whilst a person is in possession of inside information.
As required by the ASX Listing Rules, the Company notifies the ASX of any transaction conducted by directors in the securities of the Company
The Compensation Committee is responsible for determining and reviewing compensation arrangements for the directors. Further detail in relation to the Company's remuneration policies can be found in the Remuneration Report included within the Directors' Report.
The Company's Audit Committee of the Board is composed entirely of independent directors. The Audit Committee operates in accordance with a formal written charter, a copy of which is available on the this website. This committee oversees, reviews and acts on reports to the Board of Directors on various auditing and accounting matters, selects the independent accountants, and oversees the scope of annual audits, fees to be paid to the independent accountants, the performance of the independent accountants and our accounting practices.
In addition, the Audit Committee oversees the Company's compliance programs relating to legal and regulatory requirements. It is the Boards responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This also includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information.
The Chief Executive Officer and Chief Financial Officer have made the following assertions to the Board:
The Company does not have a formally appointed nomination committee, as the directors believe the size of the Company's operations does not warrant the establishment of such a committee.
Whilst not formally documented, the Board recognises and acknowledges that it acts on behalf of the shareholders and is accountable to the shareholders. The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is
responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.
The responsibility for the operation and administration of the Company is delegated by the Board to the executives of the Company. The Board ensures that the executives are appropriately qualified and experienced to discharge their responsibilities.
The responsibilities of the Board include:
Risk Assessment and Management
The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company's policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company's business objectives.
Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. A formal risk assessment and management policy has not been written as the Company believes that the regular communication between senior management and the Board of Directors ensures that risk are identified and dealt with, when appropriate, in a timely manner.
Communication to Shareholders
The Board recognises its duty per ASX Rules to ensure that its shareholders are informed of all major developments affecting the Company's state of affairs. Information is communicated to shareholders and the market through:
The Company actively promotes communication with shareholders through a variety of measures, including the use of the Company's website and email. The Company's reports and ASX announcements may be viewed and downloaded from its website: www.samsonoilandgas.com.au or the ASX website: www.asx.com.au under ASX code 'SSN'. The Company also maintains an email list for the distribution of the Company's announcements via email in a timelier manner.
Continuous Disclosure to ASX
The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules, the Company immediately notifies the ASX of information:
ASX Listing Rule Compliance
The Board has designated the Company Secretary as the person responsible for ensuring the Company is in compliance with the ASX Listing Rules.
Monitoring of the Board's Performance
In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all directors is reviewed annually by the chairperson. Directors whose performance is unsatisfactory are asked to retire. The Board has not formally documented the results of performance evaluations to date.