The role and function of our Board

Our Board’s primary function is to ensure that Stanwell and its controlled entities have an appropriate corporate governance structure which creates and protects shareholder value. The Board derives its authority to act from Stanwell’s Constitution. The Board’s responsibilities are set out in in a formal charter and include:

• monitor the progress of Stanwell’s commitment to the elimination of work-related injuries and occupational illnesses;

• review and approve the corporate strategy and financial plans;

• oversee and monitor organisational performance and the achievement of Stanwell’s strategic goals and objectives;

• ensure the adequacy and effectiveness of key aspects of Stanwell’s financial management, reporting and accounting practices;

• oversee the review and update of corporate governance arrangements and processes as necessary to support Stanwell’s commitment to best practice corporate governance;

• monitor and influence Stanwell’s culture, values, reputation and ethical standards;

• appoint and assess the performance of the CEO and senior executives;

• approve, review and oversee systems of risk management, internal control and regulatory compliance; and

• report to and communicate with Stanwell’s shareholding Ministers and other stakeholders.

Our Board Committees

Stanwell’s Board has two established committees:

• People and Safety Committee

• Audit and Risk Management Committee

These committees assist in the execution of the Board’s role and allow detailed consideration of complex issues. The roles, responsibilities and delegated authorities of each committee are set out in their respective committee charters.

How we evaluate board, committee and individual directors

The Board evaluates its performance, the performance of individual directors, the Chair and the Board committees at regular periods. The People and Safety Committee is responsible for assessing the framework and the processes used for conducting the performance evaluations.

Annual performance evaluations of the Board’s committees are also undertaken with the results returned to the Board for discussion.

As part of the Board’s commitment to continuously improving its governance practices, the last agenda item of every Board meeting is a critique of the Board’s performance.

The Board has established a Composition Matrix which outlines the range of knowledge, skills and cultural attributes which have been assessed as ideal for the Stanwell Board to hold to drive Stanwell’s strategic direction as well as to effectively govern the organisation.

Our appointment process for directors and ensuring director independence

Stanwell’s directors are appointed by the Governor-in-Council. Appointments are for a specific period. The Board regularly reviews and assesses the independence of directors and the materiality of any relationship between a director and Stanwell or any other interest which may impact a director’s independence.

We have a Code of Conduct that we live every day

Stanwell’s core values of We care; We adapt; and We deliver are integral to Stanwell’s culture and influence the way we engage with our customers, suppliers, partners, and our local communities as well as each other. Our values provide the foundation to the Way We Work at Stanwell Code of Conduct and promotes ethical and responsible decision making and high standards of integrity, fairness and equity is all aspects of employment with Stanwell.

The Code of Conduct is supported by a number of detailed policies that together from the Stanwell Code of Conduct Policy Framework.

We protect whistleblowers

Our Whistleblower Protection Policy encourages employees, contractors, service providers (including consultants), and suppliers to report activities or behaviour that may be unlawful or unethical.  We want all stakeholders to feel confident about raising concerns regarding any questionable activities and are dedicated to protecting the confidentiality, dignity, and career of anyone who reports serious concerns.

All reported concerns are investigated in a confidential, fair, and objective manner. If an investigation reveals wrongdoing, Stanwell is committed to taking appropriate action against those who do not meet our standards of behaviour.

We take steps to prevent fraud and corruption

Stanwell’s Fraud and Corruption Prevention Policy outlines our commitment to preventing, identifying and addressing all acts of fraud and corruption against Stanwell. Liaison Officer Phone: 1800 671 902 Email: company.secretary@stanwell.com Mail: C/- Company Secretary GPO Box 800 Brisbane QLD 4000

We seek to avoid, manage or address any conflicts of interest

Stanwell’s Conflicts of Interest Policy sets out our expectations about the way in which conflicts of interest (that is, actual, potential or perceived conflicts of interest) will be addressed and managed.

The Board is conscious of its obligation to ensure that directors avoid conflicts of interest between their duties as directors of Stanwell and their other interests and duties. All directors are required to provide written disclosure on appointment of any business or other relationship that he or she has directly, or as a partner, shareholder or officer of a company or other entity that has an interest in Stanwell or another related entity. At least annually, or when relevant changes occur, directors are required to update these disclosures.

We delegate authority to manage our business effectively

Stanwell’s Constitution allows the Board to delegate any of their powers as Directors (as permitted by the Corporations Act 2001 (Cth) and the Government Owned Corporations Act 1993 (Qld)), including delegation to a committee of directors or any other person on the terms and subject to any restrictions that the Board may decide.

The delegation of the Board’s specific standing powers and limits of authority are documented in the Board Charter, the Board Delegations of Authority Policy, the Audit and Risk Management Committee Charter and the People and Safety Committee Charter.

The principles by which the CEO sub-delegates the power and authority vested by the Board are documented in the Stanwell CEO Manual of Authorities. These principles govern decision-making and ensure that the financial transactions of Stanwell are executed within the scope of delegated authorities and balance effective oversight by the Board with appropriate empowerment and accountability of Stanwell’s senior executives and employees.

We maintain integrity when trading in securities

Our Trading in Securities Policy guides how Stanwell’s directors and employees can trade in securities. The policy raises awareness about insider trading laws from the Corporations Act 2001 and ensures everyone at Stanwell knows the rules and restrictions on trading when they have price-sensitive information.

Audit and Risk Management Committee

Stanwell has in place an Audit and Risk Management Committee that is chaired by an independent director, who is not the chair of the Board. The Committee assists the Board in overseeing the reliability and integrity of financial reporting practices, accounting policies, auditing and external reporting. The Committee provides advice to the Board on Stanwell’s financial statements, financial systems integrity and material risks. It also oversees compliance with applicable laws, regulations and corporate policies. Read the Audit and Risk Management Committee Charter.

Internal audit

Stanwell has an internal audit function that has the overall objective of assisting the Stanwell Board and all levels of management to discharge their responsibilities in maintaining Stanwell as a well-controlled, economic, efficient and effective organisation that complies with its statutory obligations.

The internal audit function operates under the terms of the Internal Audit Charter. The charter is reviewed annually by the Audit and Risk Management Committee and formalises and communicates the purpose, role, authority, responsibilities, scope and operational framework of the internal audit function.

External audit

As a Government Owned Corporation, Stanwell’s external audit is performed by, or on behalf of, the Queensland Audit Office. The external auditor’s role is to provide an independent opinion that Stanwell’s financial reports are true and fair and comply with applicable regulations. The Queensland Audit Office has unfettered access and can examine and report to Parliament on the efficiency and effectiveness of any aspect of public sector finances and administration.

Compliance and Regulatory Management

Stanwell operates in a highly complex and highly regulated environment with many compliance obligations. Our Compliance and Regulatory Management Policy outlines the principles and commitments with respect to managing legal and regulatory compliance risks. We have a Legal and Regulatory Compliance System, which ensures our employees are aware of their compliance obligations and responsibilities.

The Audit and Risk Management Committee assists the Board by regularly reviewing and overseeing the systems of risk management, internal control and legal and regulatory compliance.

Informing our shareholders

In line with the requirements of the Government Owned Corporations Act 1993 (Qld), shareholding Ministers are advised in a timely manner of all issues likely to have a significant financial, operational, employee, community or environmental impact. Stanwell also regularly assesses the key information requirements of its stakeholders. See more detail on information provision under Principle 6.

Informing the public through our Release of Information Publication Scheme

Stanwell is committed to providing the public with information about Stanwell in a timely and open manner. As a Queensland Government Owned Corporation, Stanwell has adopted the Queensland Government’s ‘push’ model for the routine and proactive release of information into the public domain via Stanwell’s Release of Information Publication Scheme.

Our communication with shareholding Ministers

Stanwell is committed to ensuring that our shareholding Ministers are continually and appropriately informed of our performance and activities. Communication is undertaken through a number of forums. These include:

• Statement of Corporate Intent

• Corporate Plan

• Quarterly Reports

• Annual Report

• Briefings

The Statement of Corporate Intent and Corporate Plan provides a transparent set of agreed performance criteria and strategic objectives on which to report to shareholding Ministers and their representatives via the Quarterly Report. The Statement of Corporate Intent (with commercially sensitive information deleted) is tabled in Parliament and published on this website.

An Annual Report containing those matters outlined in section 120 of the Government Owned Corporations Act 1993 (Qld) is also tabled in Parliament and published on this website. Briefings to shareholding Ministers and their departments are conducted on a regular basis for the purpose of disclosing business activities and performance against agreed targets.

Our effective management of enterprise risk and business resilience

Effective risk management is a core part of Stanwell’s governance and operations. Stanwell’s Board is responsible for overseeing the establishment of systems for risk management including the key frameworks and policy components. The Board has adopted the Enterprise Risk and Business Resilience Policy, Enterprise Risk Management Framework, Risk Appetite Statement and Risk Evaluation Matrix which are consistent with ISO 31000:2018 Risk Management Principles and Guidelines and COSO: Enterprise Risk Management Integrating with Strategy and Performance (2017).

Stanwell is committed to delivering an enterprise risk and business resilience platform across all levels of the business. The implementation and maintenance of our risk and resilience function is fundamental to Stanwell achieving its strategic and operational objectives. Our three lines of defence model informs our approach.

The Board, its committees and the Executive Leadership Team collectively have the responsibility and accountability to set Stanwell’s objectives and supporting strategies and to ensure that the ‘three lines of defence’ are effectively and continually interacting with each other so that risks are being managed.

The Audit and Risk Management Committee receives presentations from management at each meeting on Stanwell’s material strategic risks (both financial and non-financial), the controls in place to manage those risks and actions to reduce the risk to the target level within a prescribed timeframe.

Director remuneration

The fees paid to directors for serving on the Board and on the committees of the Board are determined by shareholding Ministers and advised to Stanwell.

Our CEO and senior executive remuneration and performance review process

Each year, the Board, with the assistance of the People and Safety Committee, undertakes a formal process of reviewing the performance of the CEO and senior executives. Remuneration increases for the CEO and senior executives is determined with regard to market salary movements and individual performance.

At-risk performance incentive payments for the CEO and senior executives are tied to the achievement of pre-determined Board-approved organisation wide, business division and individual performance targets. The CEO is not present at the Board meeting or People and Safety Committee meeting when the CEO’s own remuneration and performance are being considered.

When increasing senior executive remuneration or awarding incentive payments, the Board must comply with the Queensland Government's Policy for Government Owned Corporations Chief and Senior Executive Employment Arrangements as amended from time to time.

Our employee remuneration approach

The People and Safety Committee oversee and provide advice to the Board on employment strategies and frameworks. The Committee makes recommendations to the Board on Enterprise Agreement (EA) frameworks as well as remuneration settings for non-EA employees and the remuneration and other terms of employment for senior executives.