24.02.2010 annual report 2009.pdf - Woodside

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32 Erich Fraunschiel BCom (Hons) (UWA) Term of office: Director since December 2002. Independent: Yes. Age: 64. Experience: More than 18 years experience in senior executive positions with Wesfarmers Limited, including 10 years as CFO and Executive Director. Committee membership: Chair of the Audit & Risk Committee. Member of the Sustainability and Nominations Committees. Current directorships: Chair: The West Australian Opera Company (director since 1999) and Wesfarmers General Insurance Limited (since 2003). Director: Rabobank Australia Limited (since 2003), Rabobank New Zealand Limited (since 2007), The WCM Group Ltd (since 2005) and WorleyParsons Limited (since 2003). Directorships of other listed entities within the past three years: Director: West Australian Newspapers Holdings Limited (2002 to 2008). Andrew Jamieson, OBE F.R.Eng., C.Eng., F. Inst Chem E. Term of office: Director since February 2005. Independent: Yes. Age: 62. Experience: Former Executive Vice President Gas and Projects of Shell Gas and Power International BV with more than 30 years experience with Shell in Europe, Australia and Africa. From 1997 to 1999 Dr Jamieson was seconded to Woodside as General Manager North West Shelf Venture. Retired from Shell in June 2009. Committee membership: Member of the Sustainability and Nominations Committees. Current directorships: Director: Leif Hoegh & Co Ltd (since 2009) and Oxford Catalysts Group PLC (since 2010). Pierre JMH Jungels, CBE PhD (Geophysics and Hydraulics) (Caltech) Term of office: Director since December 2002. Independent: Yes. Age: 66. Experience: Former CEO of Enterprise Oil plc and President of the Institute of Petroleum. More than 30 years experience in the international oil and gas industry. Committee membership: Member of the Human Resources & Compensation, Audit & Risk and Nominations Committees. Current directorships: Chair: Oxford Catalysts Group PLC (since 2006) and Rockhopper Exploration plc (since 2005). Director: Baker Hughes Inc (since 2006) and Imperial Tobacco Group PLC (since 2002). Directorships of other listed entities within the past three years: Director: Offshore Hydrocarbon Mapping plc (2004 to 2008) and Offshore Logistics Inc (2002 to 2006). David I McEvoy BSc (Physics), Grad Dip (Geophysics) Term of office: Director since September 2005. Independent: Yes. Age: 63. Experience: 34 year career with ExxonMobil involving extensive international exploration and development experience. Committee membership: Chair of the Sustainability Committee. Member of the Audit & Risk and Nominations Committees. Current directorships: Director: AWE Limited (since 2006), Innamincka Petroleum Ltd (since 2002) and Po Valley Energy Ltd (since 2004). Ian Robertson BA (Business Management), FCMA (UK) Term of office: Director since June 2008. Independent: No. Age: 51. Experience: Almost 30 years experience with Royal Dutch Shell Group working in the downstream, upstream, transport and trading elements of the business. Currently Executive Vice President for Shell’s finance operations. Committee membership: Member of the Audit & Risk and Nominations Committees. Tan Sri Dato’ Megat Zaharuddin (Din Megat) BSc (Hons) (Mining Engineering) Term of office: Director since December 2007. Independent: Yes. Age: 61. Experience: 31 year career with Royal Dutch Shell Group including Regional Business CEO of Shell Exploration and Production BV with responsibilities for the Middle East, Central and South Asia and Russia region (1999 to 2004) and Chairman /CEO of Shell group companies in Malaysia (1995 to 1999). Retired from Shell in early 2004. Committee membership: Chair of the Human Resources & Compensation Committee. Member of Sustainability and Nominations Committees. Current directorships: Chair: Malaysian Rubber Board (since 2009) and Malayan Banking Berhad (since October 2009, director from 2004 to February 2009). Director: International Centre for Leadership in Finance (since 2004). Directorships of other listed entities within the past three years: Chair: Maxis Communications Berhad (2004 to 2007). Woodside Petroleum Ltd | Annual Report 2009
Corporate governance statement Contents 1. Corporate Governance at Woodside 34 2. Board of Directors 35 2.1 Board Role and Responsibilities 35 2.2 Board Composition 35 2.3 Chairman 35 2.4 Director Independence 35 2.5 Conflicts of Interest 36 2.6 Board Succession Planning 36 2.7 Directors’ Retirement and Re-election 37 2.8 Terms of Appointment, Induction Training and Continuing Education 37 2.9 Board Performance Evaluation 37 2.10 Board Access to Information and Independent Advice 37 2.11 Directors’ Remuneration 37 2.12 Board Meetings 37 2.13 Company Secretaries 38 3. Committees of the Board 38 3.1 Board Committees, Membership and Charters 38 3.2 Audit & Risk Committee 38 3.3 Nominations Committee 38 3.4 Human Resources & Compensation Committee 3.5 Sustainability Committee 39 4. Shareholders 39 4.1 Shareholder Communication 39 4.2 Continuous Disclosure and Market Communications 5. Promoting Responsible and Ethical Behaviour 40 5.1 Code of Conduct and Whistleblower Policy 40 5.2 Securities Ownership and Dealing 40 5.3 Political Donations 41 6. Risk Management and Internal Control 41 6.1 Approach to Risk Management and Internal Control 41 6.2 Risk Management Roles and Responsibilities 41 6.3 Internal Audit 41 6.4 CEO and CFO Assurance 42 7. External Auditor Relationship 42 8. ASX Corporate Governance Council Recommendations Checklist 43 38 40 Governance 33
Page 1 and 2: Annual Report 2009
Page 3 and 4: Performance at a glance Production
Page 5 and 6: Chairman’s overview The quality o
Page 7 and 8: gas assets and infrastructure in Au
Page 9 and 10: $ million 2,250 2,000 1,750 1,500 1
Page 11 and 12: 'Woodside Donaldson', Samsung Heavy
Page 13 and 14: Review of assets North West Shelf P
Page 15 and 16: Notes to the Reserves statement 1
Page 17 and 18: 1990 First gas and condensate produ
Page 19 and 20: North West Shelf Karratha Gas Plant
Page 21 and 22: Mutineer-Exeter oil field INTEREST
Page 23 and 24: The platform substructure (or jacke
Page 25 and 26: Browse LNG The way forward to deliv
Page 27 and 28: Other international During 2009 we
Page 29 and 30: Health and safety We believe that t
Page 31 and 32: Our business principles Woodside's
Page 33: Michael A Chaney, AO BSc, MBA, Hon
Page 37 and 38: 2 Board of Directors 2.1 Board Role
Page 39 and 40: 2 Board of Directors (continued) Pr
Page 41 and 42: 3 Committees of the Board (continue
Page 43 and 44: executive directors that do not rec
Page 45 and 46: 8 ASX Corporate Governance Council
Page 47 and 48: Overview This Remuneration Report f
Page 49 and 50: Variable Annual Reward - Executive
Page 51 and 52: The Board will determine whether PR
Page 53 and 54: Table 2 - Total remuneration paid t
Page 55 and 56: Table 9 - Summary of executives’
Page 57 and 58: Table11 - Summary of terms and cond
Page 59 and 60: Table 12b - RTSR-tested and TSR-tes
Page 61 and 62: Table 13 - Compensation of executiv
Page 63 and 64: 2009 Financial Report Contents Inco
Page 65 and 66: 2009 $m Statement of comprehensive
Page 67 and 68: Cash flows from/(used in) operating
Page 69 and 70: Issued and fully paid shares (Note
Page 71 and 72: 1. Summary of significant accountin
Page 83 and 84: 2. Operating segments (continued) (
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3. Revenue and expenses (a) Revenue
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4. Taxes (a) Tax expense/(income) c
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4. Taxes (continued) (e) Unrecognis
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6. Dividends paid and proposed (con
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11. Other assets (a) Other assets (
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14. Other plant and equipment (non-
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20. Provisions Consolidated Restora
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23. Retained earnings 2009 $m Notes
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25. Financial and capital risk mana
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27. Employee benefits (a) Woodside
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27. Employee benefits (continued) (
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28. Key management personnel compen
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28. Key management personnel compen
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31. Contingent liabilities 2009 $m
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33. Joint ventures (continued) (b)
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35. Subsidiaries (continued) (b) De
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In accordance with a resolution of
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Number of shareholdings There were
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Key announcements 2009 JANUARY Wood
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quick reference guide Africa 11 Air
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10 year comparative data summary Ye
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24.02.2010 annual report 2009.pdf - Woodside

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