Corporate Governance

Oil Search has adopted a number of initiatives designed to improve Oil Search’s corporate governance. These include the following:

Regular Strategic Reviews

Developing an effective growth strategy for Oil Search requires a regular exchange of information and ideas between management. The Board can only supervise management effectively if the directors know what is happening inside their company.

With this in mind Oil Search has instituted regular in-depth strategic reviews involving all directors and the senior management team. The meetings are held off-site and cover a wide range of issues and opportunities. The 2002 strategic review produced almost 20 new initiatives including securing operatorship of Oil Search’s major assets, asset divestment and realignment of the organisation to better suit changing conditions. Oil Search has now realised or made substantial progress in realising most of those initiatives.

These reviews stimulate information flow and help directors to get to know their company and its management better.

Information Management

The effective management of a company is all about information flows – in short making sure that the right people are able to get the right information at the right time.

Managing information flows is an essential aspect of corporate governance.

Oil Search has in place a substantial information, communication and technology team.

Oil Search has also introduced a comprehensive information management and document retention policy. This policy is designed to ensure that all relevant information coming to Oil Search is reviewed, catalogued and filed so as ensure that information can be actioned and retrieved quickly and effectively. Litigation is an ever present threat to public listed companies and it is essential that Oil Search is able to access all important company documents and other materials at short notice so as to be able to deal with claims as and when they arise. Out of date information, as well as poorly filed or catalogued information, can severely hamper a company’s ability to respond to claims and may even encourage unmeritorious claims by third parties. Oil Search’s information management and document retention policy sets guidelines concerning how long documents and other material should be retained, when they should be archived and how they should be eventually disposed of.

Directors’ Access and Indemnity

Oil Search has entered into a separate deed of access and indemnity with each director, detailing among other things:

1. Oil Search’s obligation to keep and give each director access to copies of minutes;
2. Papers and other communications with directors (“Board documents”);
3. each director’s right (after as well as before retirement from the Board) to have access to and take copies of Board documents;
4. Oil Search’s obligations to indemnify and insure each director for liabilities incurred by the Director in performing his or her duties as a director; and
5. The director’s obligation to indemnify Oil Search in certain circumstances.

This clarification is important for maintaining a harmonious working relationship between Oil Search and its present and past directors.

Privacy

The Privacy Amendment (Private Sector) Act 2000 (the "Act") significantly impacts the ways in which the private sector may handle information.

In the last 12 months Oil Search has put in place processes to better manage privacy issues, ensure effective compliance with the Privacy Amendment (Private Sector) Act 2000 (the “Act”) and to remain up to date on privacy developments.

Privacy is important to everyone. Oil Search respects this and is doing everything necessary to comply with its obligations under the Act and to meet the legitimate expectations of its employees and contractors in this regard.