Board Charter

Introduction

This Charter sets out the roles and responsibilities of the Board of Directors of Cooper Energy Limited (Cooper Energy). 

Role of the Board

The role of the Board is to maintain and build Cooper Energy’s capacity to deliver sustainable total shareholder return, in a manner consistent with Cooper Energy’s corporate values including prioritising safety; health; the environment; and community.

The Board’s key responsibilities are to:

The Board must perform its role in accordance with the duties and obligations imposed on it by the Cooper Energy Constitution and by law. 

Matters reserved to the Board

In addition to the above matters and those for which the Board is responsible by law, the Board has the following responsibilities:

• overseeing control and accountability systems designed to ensure appropriate standards are met in relation to Cooper Energy’s health safety environment and community obligations;
• approving business plans and budgets;
• determining the terms and conditions of the appointment of the Managing Director;
• appointing the Company Secretary;
• approving the remuneration framework;
• monitoring and assessing management's development and  implementation of strategies, business plans, budgets and objectives, and ensuring sufficient resources are available to management for those purposes;
• ensuring that appropriate internal and external audit arrangements are in place and operating effectively, including having regard to the integrity of accounting and financial reporting systems;
• setting and reviewing the risk appetite and reviewing and monitoring implementation of and compliance with the risk management framework, internal controls and codes of conduct;
• overseeing the continuous disclosure process to ensure timely and balanced disclosures;
• approving and monitoring financial and other reporting;
• approving  and  monitoring  the  progress  of  capital  expenditure,  capital  management  and acquisitions and divestments to the extent material;
• annually assessing the independence of Directors (having regard to the ASX Corporate Governance Principles and Recommendations with respect to independence);
• approving the issue shares or other securities in Cooper Energy;
• approving commitments in excess of discretionary limits from time to time delegated to the Managing Director and senior executives;
• ensuring that new directors are appropriately inducted to the Board including issuing them with a letter of appointment and informing them that they have the right to obtain independent professional advice, on approval from the Chairman of the Board, at Cooper Energy’s cost, as considered necessary or appropriate to fulfil their duties; and
• monitoring the effectiveness of governance practices generally.

Board composition and meetings

Appointments to the Board are based on merit against objective criteria that serves to maintain an appropriate balance of skills and experience on the Board. The Remuneration and Nomination Committee leads the process for Board appointments and makes recommendations to the Board.

In accordance with the Cooper Energy’s Constitution the minimum number of Directors is 3. A quorum for a Directors’ meeting is 2 Directors entitled to vote or a greater number determined by the Directors.

The Board meets sufficiently regularly to discharge its duties effectively. The non-executive Directors meet at least twice each year without management present to discuss the position of Cooper Energy and the performance of management.

Board Committees

The Board may from time to time establish committees to assist it with carrying out its responsibilities. The Board approves charters setting out the composition and responsibilities of such committees and such other matters as the Board may consider appropriate.

The Board has currently established the following committees:

• Audit & Risk Committee; and
• Remuneration and Nomination Committee.

The committees are composed of Directors with the necessary skills and experience to perform their roles on the committees. Other Directors may be invited to attend committee meetings and senior executives and other employees may also attend by invitation. Following each committee meeting the Board is provided with a verbal report on meeting proceedings as well as the minutes of that meeting. Copies of committee papers are made available to the Board.

The Board may also delegate specific responsibilities to ad hoc committees from time to time.

Chairman

The Directors from time to time elect one of their number, who will be independent (and not the current or previous Managing Director), to the office of Chairman and may determine the period for which that Director is to be Chairman. The Chairman is responsible for leadership of the Board and ensuring the Board functions effectively.

In performing this role the Chairman’s responsibilities include: 

Matters delegated to management

The Board has delegated to the Managing Director and his senior executive group authority over the day-to-day management of Cooper Energy and its operations. This delegation of authority includes responsibility, and accountability to the Board, for:

• developing business plans, budgets and strategies for consideration by the Board and, to the extent approved by the Board, implementing these plans, budgets and strategies;
• operating the business within the parameters set by the Board from time to time, and keeping the Board informed of material developments in the businesses;
• where proposed transactions, commitments or arrangements exceed the parameters set by the Board, referring the matter to the Board for its consideration and approval;
• identifying and managing operational and other risks and, where those risks could have a material impact on the business, formulating strategies for managing these risks for consideration by the Board;
• managing financial and other reporting mechanisms and control and monitoring systems to ensure that these mechanisms and systems capture all relevant material information on a timely basis and are functioning effectively;
• ensuring that the Board is provided with sufficient information on a timely basis, in particular with  respect to performance, financial condition, operating results and prospects, to enable the Board to fulfil its governance responsibilities; and
• implementing the policies, processes, procedures and codes of conduct approved by the Board.

Company Secretary

The Company Secretary has a direct line of reporting to the Chairman and is responsible for:

• advising and supporting the Chairman and the Board and its committees to manage the day to day governance framework of Cooper Energy;
• assisting with Board effectiveness by monitoring whether applicable Board and committee policies, procedures  and  charters  are  followed  and  coordinating  timely  completion  and despatch of Board agendas and papers; and
• assisting with all matters to do with the proper functioning of the Board including advising on governance matters and assisting with induction and professional development of Directors.

Measurement of performance

The Board and each of its committees will annually evaluate its performance including:

• evaluating  the  performance  of  each  Director  against  appropriate  measures  (including periodically considering the use of external advisers to conduct this performance review);
• the  non-executive  Directors,  taking  into  account  the  views  of  the  executive  Directors, evaluating the performance of the Chairman;
• comparing its performance with the requirements of its Charter;
• setting out its future goals and objectives; and
• reviewing and recommending any changes to its Charter deemed necessary or desirable.  The performance evaluation shall be conducted in such manner as the Board deems appropriate.

Review

The Board will review this Charter annually to ensure it is consistent with the Board’s roles and responsibilities. Any proposed amendments to this Charter arising from a review will be put to the Board for consideration.