Risk Management Policy

1. Introduction

This policy applies to Cooper Energy Limited and all of its subsidiaries (Cooper Energy). It outlines the approach of Cooper Energy to risk management.

Cooper Energy is committed to managing risk, in a manner consistent with its values, so as to:

  • protect its people, communities and the environment and its assets and reputation;
  • ensure good governance and legal compliance; and
  • enable it to realise opportunities and create long-term shareholder value. 

2. Scope

This policy summarises Cooper Energy’s risk management framework.  The framework is used by Cooper Energy to consistently and comprehensively apply risk management and internal control practices to risks and in particular material risks encountered in its business.

A 'material risk' includes the risk of fatality or permanent disability; extensive medium term (e.g. > 5 year) deleterious impact on the environment; significant negative impact on the business, reputation and value of Cooper Energy and//or major financial loss (e.g. >A$25million).

3. Risk management framework

Cooper Energy manages risk in a manner consistent with AS/NSZ ISO 31000:2009 Risk Management – Principles and Guidelines. The risk management framework which Cooper Energy implements includes, in summary:

  • identification of material risks and recording of these risks on a central risk register (and sub-registers), with a ‘risk owner’ (accountable manager) allocated to each risk; 
  • use of appropriate and relevant risk management techniques and methodologies to analyse and quantify risks (having regard to materiality, probability of occurrence and potential impact if they occur); 
  • determination of a mitigation and/or action plan for identified risks and for the plan to be implemented and maintained by risk owners; 
  • development and implementation of specific policies, processes and procedures where considered appropriate or necessary to address particular risks; 
  • communication and consultation, between the Board and management, and between management and the broader organisation, to develop an appropriate risk culture;
  • regular assessment of risks by management (including with the assistance of the internal audit function) and reporting of results to the Board;
  • regular reporting by management to the Board on the management of specific risks identified by the Board from time to time as of material interest and risk generally;
  • bi-annual review by management and the Board of risks, the risk register and the risk management framework; and 
  • allocation of necessary and appropriate resources in support of risk management.

The Board recognises that the risk management framework will evolve commensurate with the development of Cooper Energy’s activities.

In view of Cooper Energy’s current size and the nature of Cooper Energy’s operations, the Board considers it appropriate to engage external advisors (independent of the external auditor) to perform the internal audit function at this stage. These external advisers have access to management and the right to seek explanations and information and report to either the Audit & Risk Committee or the Board. 

4. Responsibilities

4.1 Board

The Board has overall responsibility for ensuring that Cooper Energy has in place a sound system of risk management, and reviewing the effectiveness of the implementation of that system.  The Board takes a pro-active approach to management of risk.

At least annually, the Board undertakes a structured consideration and review of the material risks faced by, and the risk attitude of, Cooper Energy.

4.2 Risk and Sustainability Committee

Cooper Energy has an  Risk and Sustainability Committee which assists, and reports to, the Board in relation to risk management.  The Committee’s responsibilities include oversight of the risk management system (including overseeing risk policies) and assisting the Board to review the adequacy and effectiveness of that system.

4.3 Management

The Managing Director, with the assistance of the Chief Financial Officer (CFO) and other management as required, is accountable to the Board for implementation of the risk management framework and the day-to-day management of risk within the risk attitude set by the Board. Management uses the central risk register to ensure there is on-going consideration of the assessment and treatment of risks.

Management is responsible for establishing and implementing the system for adequately managing risks, including communication of, and promotion of, the risk management strategy within the organisation generally.  Management is also responsible for developing and enhancing specific risk policies, processes and procedures. 

Management provides bi-annual risk owner reports to the Board updating it on the management of identified risks.  Senior management, including the Managing Director and CFO, provides bi-annual written assurances to the Board including as to the effectiveness of implementation of the risk management system.

4.4 All Employees

All employees are responsible for supporting and contributing to active management of risk. Each employee is accountable for recognising and responding to material business risks, and for implementing risk mitigation and/or action plans, associated with their role.

5. Review

This Policy will be reviewed annually by the Board, the  Risk and Sustainability Committee and relevant senior management, and submitted to the Board for approval.

This Policy, and the risk management framework, will be reviewed when necessary or appropriate in response to specific events and changes in circumstances.

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