Board Committees - Oil Search

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Our Board Committees play an important role in the Board’s focus on strong corporate governance and effective risk management. They address key elements of how we deliver our strategic objectives and how we engage with stakeholders, ultimately protecting our Company, people and reputation.

There are five Board Committees: Audit and Financial Risk; People and Nominations; Sustainability; Corporate Actions; and Project and Technology. The Board Committees are governed by charters that are approved by the Board. The membership and responsibilities of each Board Committee is set out in its Charter.

Aside from Corporate Actions Committee and the Project and Technology Committee, each Board Committee has a PNG citizen who is an Independent Committee Member. These professionals provide Oil Search the benefit of their individual perspectives and insights. These appointments reflect our continued investment in PNG’s future and align with our aim of enhancing the local pool of capable, well-rounded business leaders.

The Charters of the Board and each Board Committee can be found below.

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Name	Responsibilities	Membership
Oil Search Board	Setting and endorsing the strategic direction on all matters of importance to Oil Search. Making sure the necessary resources are available to achieve our objectives in a socially responsible manner. Setting Oil Search’s vision, values and standards of conduct and ensuring these are adhered to. Establishing a framework of prudent and effective controls that enable risk to be assessed and managed. Monitoring management and safeguarding the rights and interests of shareholders and other stakeholders . Establishing the Remuneration Policy for Directors, executives and other employees.	Richard Lee Chairman Keiran Wulff Managing Director Bakheet Al Katheeri Non-Executive Director Kostas Constantinou Independent Director Susan Cunningham Independent Director Eileen Doyle Independent Director Fiona Harris Independent Director Agu Kantsler Independent Director Michael Utsler Independent Director Musje Werror Independent Director
Board Committees
Audit and Financial Risk Committee	Assisting the Board to fulfil its corporate governance and oversight responsibilities in relation to financial reporting, accounting policies, internal control systems, internal audit and compliance functions, external audit functions and Oil Search’s process for managing compliance with laws and regulations. Affirming that all identified material financial risks arising during the Group’s activities have clearly defined ownership and oversight within the Board and Board Committee structure.	Fiona Harris Committee Chair Kostas Constantinou Committee Member Susan Cunningham Committee Member Eileen Doyle Committee Member Richard Lee Committee Member Jennifer Baing-Waiko Independent Committee Member Des Yaninen Independent Committee Member
People and Nominations Committee	Providing advice and recommendations to the Board regarding the remuneration of Directors, executives and other employees. Providing advice and recommendations to the Board regarding the skills needed and available for the Board to be able to discharge its duties and add value. Overseeing the establishment and monitoring of strategies to promote diversity and inclusiveness, setting objectives on diversity and inclusiveness and reviewing progress against these objectives.	Agu Kantsler Committee Chair Bakheet Al Katheeri Committee Member Fiona Harris Committee Member Richard Lee Committee Member Winifred Amini Independent Committee Member Ganjiki Wayne Independent Committee Member
Sustainability Committee	Overseeing Oil Search’s strategies, processes and performance relating to health, safety, security and social responsibility, including human rights and climate change. Ensuring our social responsibility performance and direction aligns with the Board’s policies and expectations. Reviewing potential operational risks in relation to climate change, health, safety, process safety, environment, community and other matters related to social responsibility. Endorsing our annual social responsibility reporting. Reviewing compliance with laws and regulations that apply to our operations in relation to health, safety and sustainability, and international sustainability frameworks and initiatives.	Eileen Doyle Committee Chair Bakheet Al Katheeri Committee Member Susan Cunningham Committee Member Agu Kantsler Committee Member Richard Lee Committee Member Richard Kuna Independent Committee Member Mary Johns Independent Committee Member
Corporate Actions Committee	Assisting the Board to fulfil corporate governance responsibilities in relation to potential mergers, major acquisitions and divestments, capital raisings and other corporate initiatives as delegated by the Board.	Richard Lee Committee Chair Fiona Harris Committee Member Agu Kantsler Committee Member Keiran Wulff Committee Member
Project and Technology Committee	The Committee will review the assurance programs at project stage gates in accordance with the Company's gated project management system. The Committee will also monitor the progress of ongoing projects against agreed budgets and schedules. Review of the progression of Operated and Non-Operated Major Capital Projects or projects that have a major environmental, reputational or business continuity risk impact and make recommendations to the Board. Providing advice and recommendations to the Board in relation to project, technology and stakeholder risks. Assisting the Board to meet its oversight responsibilities by ensuring a culture of innovation and pursuing cost-effective and value-creating technology opportunities exists within the Company.	Bakheet Al Katheeri Committee Chair Susan Cunningham Committee Member Eileen Doyle Committee Member Agu Kantsler Committee Member Richard Lee Committee Member

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Ms Winifred Amini MBus, BSc CS, AAICD	Mr Richard Kuna BBus, CPA	Ms Jennifer Baing-Waiko BAppSc (Fisheries), AAICD
Ms Winifred Amini is an Independent Committee Member of Oil Search’s People and Nominations Committee. She previously served as an ICM of the Audit and Financial Risk Committee. Winifred has over 20 years’ experience in technical and management roles and has worked extensively in the execution of Digital and ICT transformation projects across the financial and superannuation industry and the public sector. She is currently Chief Transformation Officer at Teachers Savings and Loan Society (TISA) and was previously Head of Projects at Kina Bank. Winifred holds a Master in Business specialising in Entrepreneurship from the University of Queensland, Australia and a Bachelor of Science in Computer Science (with Merit) from the University of Technology, Papua New Guinea.	Mr Richard Kuna is an Independent Committee Member of Oil Search’s Sustainability Committee. He previously served as an ICM of the People and Nominations Committee and the Audit and Financial Risk Committee. Richard has over 26 years’ experience in audit and advisory services, including financial statements audits, internal audits, compliance audits, company valuations and due diligence assignments across mining, petroleum, financial services, transportation and retail. He spent more than 19 years with KPMG including seven as Audit Partner. Richard is co-founder and principal audit partner at KTK Accountants & Advisors. He also a director of the Bank of Papua New Guinea and the National Procurement Commission (PNG). Richard holds a Bachelor of Business from the University of Technology, Sydney and is a member of CPA Australia and PNG.	Ms Jennifer Baing-Waiko is an Independent Committee Member of Oil Search’s Audit and Financial Risk Committee. She previously served as an ICM of the Sustainability Committee. Jennifer has over 15 years’ experience as a strategic advisor to senior stakeholders in Papua New Guinea and across Melanesia. Her expertise includes program management, community development and stakeholder engagement in a range of industries including agri-business, aid and development, conservation organisations and business forums. Currently Executive Director of Save PNG, Jennifer has also worked for various international NGOs including WWF, Greenpeace and Coral Reef Alliance. Jennifer holds a Bachelor of Applied Sciences from the Australian Maritime College.

Mr Ganjiki Wayne LLB (Hons, UPNG), LLM (Dist, London), AAICD	Ms Mary Johns LL.B	Mr Desmond (Des) Yaninen BBus, GDipFin, CPA, MPNGID, AAICD
Mr Ganjiki Wayne is an Independent Committee Member of the People and Nominations Committee. He previously served as an ICM of the Sustainability Committee. Ganjiki is an experienced lawyer, aspiring writer and talented speaker. He commenced his career as a litigation lawyer at Amnol & Co before joining the Department of Justice & Attorney General and, later, the Department of Treasury. Ganjiki currently works in private practice as owner and operator of Keesdale Lawyers. Ganjiki holds a Master of Law from the University of London as a recipient of the prestigious Chevening Scholarship. He also a holds Bachelor of Laws (with Honours) from the University of Papua New Guinea, and a Diploma in Legislative Drafting from the University of the South Pacific.	Ms Mary Johns is an Independent Committee Member of Oil Search’s Sustainability Committee. She previously served as an ICM of the People and Nominations Committee and the Audit and Financial Risk Committee. Mary began her legal career in private practice before joining the Bank South Pacific in 2002. She was appointed Company Secretary in 2005. Mary is a non-executive director of City Pharmacy Ltd and Jack's PNG Ltd. Her past directorships include the Port Moresby Chamber of Commerce and the 2015 Pacific Games Organising Committee. She also serves on various committees across sporting, law and leadership associations. In 2015 Mary was awarded the Member of the Order of Logohu (ML) for services to banking, community and sports. Mary holds a Bachelor of Laws from the University of Papua New Guinea.	Mr Desmond Yaninen is an Independent Committee Member of the Audit and Financial Risk Committee. He has previously served as an ICM of the People and Nominations Committee. Des has more than a decade’s experience in development finance and is the founder and CEO of Pacifund, a consulting firm providing financial services across the Pacific Islands. He previously worked for National Development Bank of PNG in senior roles including CEO of NDB Investments. He is Deputy Chairman of the PNG SME Corporation, a government statutory authority aimed at lifting PNG development through small and medium enterprises. He also serves on the boards of PNG Institute of Directors and St John’s Ambulance. Des is a certified practising accountant and holds a Bachelor of Business from the Pacific Adventist University and a Master of Business Administration from Edinburgh Business School at Herriot-Watt University.