Risk and Sustainability Committee Charter

1.     Introduction

This Charter sets out the role, structure and responsibilities of the Risk and Sustainability Committee established by the Board of Cooper Energy Limited (Cooper Energy).

2.     Role of the Risk and Sustainability Committee

The role of the Committee is to assist the Board to fulfil its oversight responsibilities in relation to risk management and the Company’s sustainability policies and practices.

The ultimate responsibility for, and power to make, company decisions remains with the full Board.

Cooper Energy will provide the Committee with resources and information, including access to management, to enable the Committee to undertake its duties. The Committee is authorised to, on approval from the Chairman of the Board, obtain independent advice and institute investigations, at Cooper Energy’s cost, as it considers necessary or appropriate to fulfil its duties.

3.     Membership and meetings

The Committee will comprise at least 3 non-executive directors appointed by the Board, the majority of whom will be independent directors. 

The Board will appoint the Chairman of the Committee. The Chairman of the Committee must not be the Chairman of the Board. The Board notes the ASX Corporate Governance Council’s Corporate Governance Recommendation that the Chairman be independent.

The first Chairman of the Committee, although not independent as at the date of this Charter, will be Mr Hector Gordon. The Board considers that relevant industry experience and expertise are critical for the effective management of risk and, as such, Mr Gordon’s extensive relevant operational experience and technical and industry skills make him the most qualified and best suited Company Director at this time to chair the Risk Committee.

The Committee may form sub-committees to be responsible for and make recommendations to the Committee or to the Board.

The Committee will meet at least four times a year. Additional meetings may be held as the Committee or its Chairman determines. Any Committee member may call a meeting of the Committee.

The Committee may invite any director, senior manager or other staff member, to attend all or a part of a meeting of the Committee.

A quorum for a meeting of the Committee will be a majority of members of the Committee. All matters will be decided by a majority of votes of members present.

The Company Secretary will be responsible for taking and keeping minutes of Committee meetings and circulating minutes to all Committee members. Minutes will be included in the papers for the next meeting of the Board following the Committee meeting.

The Committee will report to the Board on all actions and recommendations of the Committee and such other matters as the Committee considers necessary or appropriate and as required by the ASX Corporate Governance Principles and Recommendations (from time to time).

4.     Responsibilities

The Committee is responsible for matters referred to it by the Board. The principal ongoing responsibilities of the Committee are to:

  • Oversee, review and make recommendations to the Board regarding the Company’s risk management framework and the adequacy and effectiveness of the risk management framework.
  • Oversee, review and make recommendations to the Board regarding the Company’s  sustainability policies and performance relating to safety, health, process safety, the environment, community relations, land access and emergency management.
  • Profile the risks of the Company including by analysing the Company’s business units and the various categories of risks faced by the Company (including any concentrations of risks and interrelationships between risks) and oversee management’s recommended action plans for managing risk.
  • Review and make recommendations to the Board on the Company’s overall current and future risk appetite having regard to the Company’s size, scale, complexity, scope of operations and capabilities.
  • Annually review the Company’s risk management and sustainability policies.
  • Assist the Board to review the adequacy and effectiveness of, and monitor compliance with, the Company’s risk management policies and review instances of non-compliance.
  • Review management’s risk assessments of material projects, including risks associated with acquisitions and divestments of those projects and report to the Board any significant matters arising from the assessments.
  • Review and make recommendations to the Board regarding the Company’s annual reserve statements.
  • Assess whether the Company’s risk management and sustainability policies are communicated effectively to ensure they are embedded as part of the Company’s corporate culture.
  • Monitor and make recommendations regarding management’s effectiveness in managing key risks and internal controls including procedures for periodic and critical reporting of risks to the Board and the Committee.
  • Review the quality, type and presentation of risk-related material provided to the Board.
  • Review material risk-related reports from management, external auditors, internal auditors, legal counsel, regulators and consultants relating to material projects and the Company’s management of those risks, including risks associated with acquisitions and divestments of those projects and report to the Board any significant matters arising from the reports.
  • Monitor compliance, including systems for monitoring and managing compliance, with laws, regulations and other key obligations.
  • Assess alignment of the Company’s internal audit function with risks identified and report of these matters to the Audit Committee and/or the Board.
  • Monitor and review the effectiveness and objectivity of the internal audit function and report on these matters to the Audit Committee and/or the Board.
  • Review any internal audit plans, strategies, reports and outcomes directed to it and monitor internal audit performance and results.
  • Review management's response to reviews and recommendations arising from the internal audit function.
  • Assess the adequacy of resources and governance arrangements in respect of the internal audit function.
  • Assess the structure and adequacy of the Company’s Business Continuity Plans and Disaster Recovery Plans.
  • Review the adequacy of insurance coverage to meet the business’ needs.
  • Review the register of material business risks.

5.     Review

The Committee will annually review its role and responsibilities and evaluate the effectiveness of its performance. Any recommendations arising from a review will be put to the Board for consideration.

The Committee will review this Charter annually to ensure it is consistent with the Committee’s authority, role and responsibilities. Any proposed amendments to this Charter arising from a

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