The Board of Directors of Samson Oil & Gas Limited is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of Samson Oil & Gas Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

To ensure the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of directors and for
the operation of the Board.

Composition of the Board
The composition of the Board is determined in accordance with the following principles and guidelines:

  • the Board should comprise at least three directors and should maintain a majority of independent directors;
  • the chairperson should be an independent director;
  • the Board should comprise directors with an appropriate range of qualifications and expertise; and
  • the Board shall meet at least every three months and follow meeting guidelines set down to ensure all directors are made aware of, and have
    available all necessary information, to participate in an informed discussion of all agenda items.

The directors in office at the date of this statement are:

Name Position Term in Office
 
 
 
Neil MacLachlan Non-Executive Director and Chairman 9 years
Terence Barr Managing Director 3 years
Victor Rudenno Non-Executive Director 1 year
Keith Skipper Non-Executive Director Less than 1 year

Details in relation to the directors' skills, experience and expertise relevant to the position of Director are detailed in the Directors' Report.

The current Board of Samson Oil & Gas Limited maintains a majority of independent directors.

Independent Profesional Advice
Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company's expense.

Whistleblower Policy on Reporting of Accounting, Auditing and Securities Law Compliance Matters

The Corporation’s Commitment
Samson Oil & Gas Limited (the “Corporation”) is committed to maintaining the highest standards of business conduct and ethics in its accounting standards and disclosures, internal accounting controls, and audit practices. It is the policy of the Corporation to comply with and require its directors, officers, and employees to comply with all applicable legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities law compliance and other matters pertaining to fraud against shareholders. 

The Corporation’s internal controls and corporate reporting and disclosure procedures are intended to prevent, deter and remedy any violation of the applicable laws and regulations that relate to these matters. 
 
Even the best systems of control and procedures, however, cannot provide absolute safeguards against such violations. The Corporation has a responsibility to investigate and, if required, report to appropriate governmental authorities, any violations relating to these and other matters pertaining to fraud against shareholders, and the actions taken by the Corporation to remedy such violations. Every employee has the responsibility to assist the Corporation in meeting this responsibility. Other interested parties are also asked to assist the Corporation in remaining alert to any violation of its policies in regard to those matters.
 
Purpose of the Policy
This policy governs the process through which employees and others, either directly or anonymously, can notify the Audit Committee of the Corporation’s Board of Directors of potential violations or concerns. In addition, this policy establishes a mechanism for responding to, and keeping records of, complaints from employees and others regarding such potential violations or concerns.
 
I.          Employee Obligation to Report Violations
 
If an employee reasonably believes that any Corporation employee or other person acting on behalf of the Corporation has committed any act of theft or fraud, or violated any legal or regulatory requirements or internal policy relating to accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements, the employee should immediately report their concern in the manner described below. 
 
II.         Procedure for Violations or Concerns
Any employee or other person who wishes to report a violation of policy should report such violation to Keith Skipper (Audit Committee Member) or Robyn Lamont (Chief Financial Officer) Reports may be made by mail, electronic mail or telephone and may be made anonymously, as follows: 
 
By mail addressed to :                       
                       
Mr Keith Skipper
130 Kennedys Gap Road
Coolongolook
New South Wales 2423
Australia
 
Ms Robyn Lamont     
1726 Cole Blvd, Suite 210    
Lakewood
Colorado 80401
By phone: +1 303 524 3360
 
Mr Skipper or Ms Lamont will receive and review all reports, preliminarily determine whether the subject of the report is within the scope of this Policy and immediately forward to the Chairman of the Audit Committee of the Board of Directors (the “Chairman”) all reports that are determined to be covered by this Policy. They will also (1) acknowledge receipt of all reports received from persons who identify themselves; (2)  report at least monthly to the Chairman all reports received, and the disposition of any reports not determined to be covered by this Policy; and (3) maintain a record of all reports received, which shall include information as to the disposition of the report, whether it was investigated, by whom and the outcome of the investigation and such other information as the Audit Committee may request.
 
 The Audit Committee is composed entirely of directors of the Corporation who are independent of the officers and management of the Corporation. The Audit Committee is solely responsible for investigating and responding to reports of violations regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements. 
 
Reports of alleged violations may be submitted to the Audit Committee anonymously. Although anonymous reports may be submitted via any of the above methods, reports submitted by e-mail or telephone are less likely to remain anonymous and confidential than those submitted in writing and delivered by mail. All reports of alleged violations, whether or not they were submitted anonymously, will be kept in strict confidence to the extent possible, consistent with the Corporation’s need to conduct an adequate investigation.
 
Reports of alleged violations should be factual, rather than speculative or conclusory, and should contain as much specific detail as possible to allow for proper assessment. The report describing an alleged violation or concern should be candid and should set forth all of the information that the reporting person knows regarding the allegation or concern. In addition, it should contain sufficient corroborating information to facilitate and support the commencement of an investigation. The Audit Committee may, in its reasonable discretion, determine not to commence an investigation if a report contains only unspecified or broad allegations of wrongdoing without appropriate factual support.
 
III.       Investigation of Reported Violations
 
Upon receipt of a report alleging a violation of any state or federal law or internal policy regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements, the Audit Committee, or a designated member of the Committee, will make a determination as to whether a reasonable basis exists for commencing an investigation into the conduct alleged as a violation. If the Audit Committee or its designated member concludes that an investigation is warranted, it shall take appropriate measures to implement a thorough investigation of the allegations. The Audit Committee shall have the authority to obtain assistance from the Corporation’s management, counsel or auditors, or to retain separate outside legal or accounting expertise as it deems necessary or desirable in order to conduct the investigation. 
 
 At each quarterly meeting of the Audit Committee, all reports of alleged violations will be reported to the full Committee; and the Committee will discuss the status of any ongoing investigation and review the resolution of each report of violation submitted during the previous quarter, whether or not the report resulted in the commencement of a formal investigation.
 
IV.       Corrective Action
 
The Audit Committee is responsible for determining the validity of each report of violation and for fashioning, with the input of its advisors and Corporation management, if requested, the appropriate corrective action. The Committee will report any legal or regulatory noncompliance to Corporation management and ensure that management takes corrective action including, where appropriate, reporting any violation to relevant governmental authorities.
 
Any director, officer, or employee deemed to have violated any law, rule or regulation, or any internal policy regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements, may be subject to disciplinary action, up to and including termination.
 
V.        No Retaliation. 
 
Employees should feel secure when reporting violations as described above or when assisting in investigations of such alleged violations. The Corporation will not tolerate retaliation or discrimination of any kind by or on behalf of the Corporation and its employees against any employee making a good faith report of, or assisting in the investigation of, any violation of government laws, rules, or regulations or the Corporation’s Code of Ethics or internal policies regarding accounting standards or disclosures, internal accounting controls, or matters related to the internal or external audit of the Corporation’s financial statements. The Corporation will take prompt disciplinary action against any employee who retaliates against any person reporting a potential violation under this Policy, up to and including termination of employment.
 
The Corporation is further committed to maintaining the strict confidentiality of the statements and identity of any person reporting a potential violation, to the maximum extent possible consistent with the need to conduct an adequate investigation.
 
Attempts to use this Policy’s procedures to libel, slander or otherwise harm another individual through false accusations, malicious rumors or other irresponsible actions are prohibited and will be treated as violations of this Policy.
 
VI.       Retention of Complaints and Documents
 
The Audit Committee shall retain all documents and records regarding any complaint for a period of five (5) years. 
 
It is illegal and against the Corporation’s policy to destroy any corporate audit or other records that may be subject to or related to an investigation by the Corporation or any federal, state or regulatory body.
 
VII.     Compliance With This Policy
 
All employees must follow the procedures outlined in this policy and cooperate with any investigation initiated pursuant to this policy. Adhering to this policy is a condition of employment. The Corporation must have the opportunity to investigate and remedy any alleged violation and each employee must ensure that the Corporation has an opportunity to undertake such an investigation. 
 
This policy does not constitute a contractual commitment of the Corporation for continued employment or otherwise. This policy should not be construed as preventing, limiting, or delaying the Corporation from taking disciplinary action against any individual, up to and including termination, in circumstances (such as, but not limited to, those involving problems of performance, conduct, attitude, or demeanor) where the Corporation deems disciplinary action appropriate.

Code of Busines Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics. All Directors and employees are bound by this Code and have signed a form acknowledging this fact. All Directors and employees are required to sign this acknowledgement annually.

The Code of Business Conduct and Ethics includes details in regard to:

  • practices necessary to maintain confidence in the Company's integrity
  • the practices necessary to take into account the Company's legal obligations and the reasonable expectations of the Company's stakeholders
  • the responsibility and accountability of individual employees and Directors for reporting and investigating reports of unethical practices.

A copy of the Code of Business Conduct and Ethics is on the Company's website.

All directors comply with the requirements of the Corporations Regulations 2001 and the listing rules of the Australian Stock Exchange in relation to trading of the Company's securities. Aside from the Code of Business Conduct and Ethics, formal procedures to ensure the directors specifically comply with the requirements of the Corporations Regulations 2001 have not been established. The Company does not believe these procedures are necessary as a general policy is included in the Code of Business Conduct and Ethics.

Share Dealings and Disclosures
The Company's policy regarding directors, executives and employees dealing in its securities is set by the Board. The Board restricts directors, executives and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the security price. Directors, executives and employees are required to consult the chairman, prior to dealing in securities in the Company or other companies in which the Company has a relationship.

Dealings are not permitted at any time whilst in the possession of price sensitive information not already available to the market. In addition, the Corporations Act 2001 prohibits the purchase or sale of securities whilst a person is in possession of inside information.

As required by the ASX Listing Rules, the Company notifies the ASX of any transaction conducted by directors in the securities of the Company

Directors' Remuneration
Due to the nature and size of the Company's operations the directors do not believe the establishment of a remuneration committee is warranted The Board is responsible for determining and reviewing compensation arrangements for the directors. Further detail in relation to the Company's remuneration policies can be found in the Remuneration Report included within the Directors' Report.

Audit Commitee
During the prior year the Company established an Audit Committee of the Board, which is composed entirely of independent directors, including Neil MacLachlan, David Cairns (resigned 10 September 2008), Keith Skipper (appointed 10 September 2008) and Dr Victor Rudenno. The Audit Committee operates in accordance with a formal written charter, a copy of which is available on the Company's website. This committee oversees,
reviews and acts on reports to the Board of Directors on various auditing and accounting matters, selects the independent accountants, and oversees the scope of annual audits, fees to be paid to the independent accountants, the performance of the independent accountants and our accounting practices.

In addition, the audit committee oversees the Company's compliance programs relating to legal and regulatory requirements. It is the Boards responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This also includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information.

Corporate Reporting
The Chief Executive Officer and Chief Financial Officer have made the following assertions to the Board:

  • that the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational
    results of the Company and are in accordance with relevant accounting standards
  • that the above statement is founded on a sound system of risk management and internal compliance and control, which implements the policies
    adopted by the Board and that the Company's risk management and internal compliance and control is operating efficiently and effectively in all
    material respects.

Nomination Commitee
The Company does not have a formally appointed nomination committee, as the directors believe the size of the Company's operations does not warrant the establishment of such a committee.

Board Responsibilities
Whilst not formally documented, the Board recognises and acknowledges that it acts on behalf of the shareholders and is accountable to the shareholders. The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is
responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.

The responsibility for the operation and administration of the Company is delegated by the Board to the executives of the Company. The Board ensures that the executives are appropriately qualified and experienced to discharge their responsibilities.

The responsibilities of the Board include:

  • contributing to developing and approving the corporate strategy;
  • reviewing and approving business plans, the annual budget and financial plans including available resources and major capital expenditure
    initiatives;
  • ensuring there are effective management processes in place and approving major corporate initiatives;
  • ensuring the significant risks facing the group, including those associated with its legal compliance obligations have been identified and appropriate
    and adequate control, monitoring, accountability and reporting mechanisms are in place; and
  • reporting to shareholders.

Risk Asesment and Management
The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company's policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company's business objectives.

Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. A formal risk assessment and management policy has not been written as the Company believes that the regular communication between senior management and the Board of Directors ensures that risk are identified and dealt with, when appropriate, in a timely manner.

Comunication to Shareholders
The Board recognises its duty to ensure that its shareholders are informed of all major developments affecting the Company's state of affairs. Information is communicated to shareholders and the market through:

  • The Annual Report, which is distributed to shareholders if they have elected to receive a printed version and otherwise available for viewing and downloading from the Company's website;
  • The Annual General Meeting and other general meetings called to obtain shareholder approvals as appropriate;
  • The Quarterly Reports and Half-Yearly Directors' and Financial Reports which are posted on to the Company's website; and
  • Other announcements released to the ASX as required under the continuous disclosure requirements of the ASX Listing Rules and other information that may be mailed to shareholders, which are posted on to the Company's website.

The Company actively promotes communication with shareholders through a variety of measures, including the use of the Company's website and email. The Company's reports and ASX announcements may be viewed and downloaded from its website: www.samsonoilandgas.com.au or the ASX website: www.asx.com.au under ASX code 'SSN'. The Company also maintains an email list for the distribution of the Company's announcements via email in a timelier manner.

Continuous Disclosure to ASX
The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules, the Company immediately notifies the ASX of information:

  • concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities; and
  • that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company's
    securities.

ASX Listing Rule Compliance
The Board has designated the Company Secretary as the person responsible for ensuring the Company is in compliance with the ASX Listing Rules.

Monitoring of the Board's Performance
In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all directors is reviewed annually by the chairperson. Directors whose performance is unsatisfactory are asked to retire. The Board has not formally documented the results of performance evaluations to date.