88 Energy Limited, through its Board and its executives, recognises the need to establish and maintain corporate governance policies and practices. 88 Energy Limited’s corporate governance practices are guided by the practices recommended by the ASX Corporate Governance Council in their Principles of Good Corporate Governance and Best Practice Recommendations. Where the Company’s corporate governance practices are inconsistent with the practices recommended by the ASX Corporate Governance Council, the Company has disclosed the inconsistencies in their most recent Annual Report. 88 Energy Limited is not subject to the UK City Code on Takeovers and Mergers, however it is subject to the Australian Corporations Act 2001 (Cth).
The company is committed to maintaining high standards of corporate governance and the following policies and practices will remain under constant review (last review 1st Feb 2021).
The Board Charter summarises the role, responsibilities, policies and processes of the Board of 88 Energy Limited and comments on the Board’s approach to corporate governance.
It is supplemented by the Board Code of Conduct.
Board Code of Conduct
The Board has a responsibility to set the ethical tone and standards of the company.
A Code of Conduct, supported by appropriate training and monitoring of compliance with the Code, is effective in guiding the behaviour of Directors, senior executives and employees and demonstrating the commitment of the company to ethical practices.
Audit Committee Charter
The existence of an independent Audit Committee is recognised internationally as a vital feature of good corporate governance.
An Audit Committee is effectual for focusing on issues relevant to the integrity of the company’s financial reporting. Given the size of the Company, the Company does not have a separate Audit Committee and the role is completed by the full Board.
Remuneration and Nomination Committee Charter
A formal and transparent process for the selection and appointment of Directors as well as a clear relationship between performance and remuneration, helps promote investor understanding and confidence.
A Remuneration and Nomination Committee is an efficient mechanism for examination of the selection and appointment procedures of the company and focusing the company on appropriate remuneration policies. The Company does not have formal Remuneration or Nomination Committees. The full Board attends to the matters normally attended to by a Remuneration Committee and a Nomination Committee. Given the composition of the Board and the size of the Company, it is felt that individual committees are not yet warranted, however, it is expected that as the Company’s operations expand that each of these committees will be established. Remuneration levels are set by the Company in accordance with industry standards to attract suitable qualified and experienced Directors and senior executives.
Reserves Committee Charter
The Reserves Committee is a Committee of the Board. Due to current size and stage of development the company doesn’t currently have a reserve committee however the duties which would normally be managed by the reserve committee are managed by the full Board.
The Charter may be subject to review by the Board at any time.
The primary purpose of the Reserves Committee is to support and advise the Board in:
Reviewing the Company’s procedures relating to the disclosure of information with respect to oil and gas activities; and
Meeting with management and the qualified reserves evaluator or auditor to review the reserves data or report of the qualified reserves evaluator or auditor.
Risk Management Policy
An important facet of prudent corporate management is the identification of risks facing the operations of the company and the management strategy to limit the extent of those risks.
Various risks have been identified by 88 Energy Limited and strategies to combat these risks are outlined in the Risk Management Policy.
Securities Trading Policy
88 Energy Limited is committed to ensuring that public confidence is maintained in 88 Energy, its personnel and the trading of its securities.
The purpose of this policy is to assist the Directors and employees of 88 Energy to comply with their legal obligations relating to dealings in securities while they are in possession of non-public, price sensitive information.
Continuous Disclosure Policy
The purpose of the Continuous Disclosure Policy is to summarise the policies and the processes of the Board of 88 Energy Limited in relation to the release of ASX announcements (and media releases) to ensure compliance with the ASX Listing Rule disclosure requirements and to ensure accountability for that compliance.
In particular this policy includes vetting and authorisation processes designed to ensure company announcements are timely, factual, complete, and expressed in a clear and objective manner.
The Company’s Diversity Policy sets out the Company’s goals and approach to improving diversity within the Company and the anticipated benefits that such diversity brings to the Company’s business.
Shareholder Communications Policy
The Board of the Company aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.
Corporate Governance Statement
The Company complies with each of the recommendations set out in the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd edition.