Commentary - Santos

Regular meetings held with auditors
without Management present.
The Audit Committee meets with the external
auditor, Ernst & Young, without management
present, after each Audit Committee meeting
and this is followed by a meeting with Ernst
& Young and the Internal Auditor without
the rest of Management present.
Finance Committee
The role of the Finance Committee includes:
• responsibility for considering and making
recommendations to the Board on the
Company’s capital management strategy
and the Company’s funding requirements
and specific funding proposals;
• formulating and monitoring compliance
with treasury policies and practices; and
• the management of credit, liquidity and
commodity market risks.
During 2012 the Finance Committee
worked closely with Management in
actively reviewing the Company’s funding
plans.
Environment, Health, Safety and
Sustainability Committee
The role of the Environment, Health, Safety
and Sustainability (“EHSS”) Committee
includes:
• monitoring and review of the EHSS Policies
and related systems and their compliance
with all applicable environment, health and
safety legislation;
• monitoring and review of all aspects of
environment, and health and safety risks
which are relevant to the Company’s
operations;
• receipt and consideration of reports on all
major changes to the Company’s
environment and health and safety
responsibilities;
• receipt and consideration of reports on
any significant system failure, accident or
other incident;
• review of the regular internal and external
environmental, health and safety audits;
and
• monitoring and reviewing the
appropriateness and implementation of the
Company’s environment, health, safety and
sustainability governance arrangements.
During 2012, EHSS Committee reporting
was improved and a new category of
award, to recognise outstanding
contribution by a health and safety
representative, was added to the
Directors’ EHS Awards categories.
Following a review of the format and
content of reporting to the EHSS Committee,
the EHSS Committee’s agendas and the style
and content of reports from Management
were amended in 2012, with the aim of
focusing more closely on key priorities. A
new standing agenda item involving the
review of lessons learnt from high potential
incidents (“HiPo’s”) was added and this item
is required to be presented by senior line
management personnel or a Vice President.
A new category was introduced to the
annual Directors’ EHS Awards, to recognise
outstanding contribution by a health &
safety representative. In this eighth year
of the Awards, which are judged by the
EHSS Committee, there were five categories
of awards, open to both employees and
contractors, attracting 46 entries. An
awards ceremony was held in May 2012,
to which all employees were invited. This
is an important annual opportunity to
bring EHSS matters, and the Board and
EHSS Committee’s commitment to EHSS,
to the attention of the whole Company.
Nomination Committee
It is the responsibility of the Nomination
Committee to devise the criteria for, and
review membership of the Board, including
the re-election of incumbent Directors and
nominations for new appointments, to
maintain an appropriate balance of skills,
experience, diversity and expertise on the
Board.
When a Board vacancy exists or where it is
considered that the Board would benefit from
the services of a new Director with particular
skills, experience or background, the
Nomination Committee has responsibility for
proposing candidates for consideration by
the Board.
Successful candidate search conducted
and new non-executive Director
appointed in 2012.
During 2012 the Nomination Committee
developed a brief for a search for candidates
for an additional director, having reviewed
the existing and future requirements for
diversity, skills and experience on the Board.
The Nomination Committee oversaw the
conduct of that search by an external service
provider and recommended the final
candidate to the Board for approval,
resulting in the appointment of Mr Hock Goh
as a new Director on 22 October 2012. This
appointment enhances the skills, technical
and geographical experience represented on
the Board. Further information about the
new composition of the Board is provided in
Section 1.2 above (Board Capabilities) and
Section 5 (Diversity) and Directors’
biographical details are provided on pages
24 and 25 of this Annual Report.
Santos Annual Report 2012 37