AUDIT COMMITTEE CHARTER
The Audit Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Samson Oil & Gas Limited (“Samson”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities relating to (i) the integrity of Samson’s financial statements and financial reporting process and Samson’s systems of internal accounting and financial controls; (ii) the performance of the internal auditors; (iii) the annual independent audit of Samson’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence and performance; (iv) the compliance by Samson with legal and regulatory requirements, including Samson’s disclosure controls and procedures; (v) the evaluation of management’s process to assess and manage Samson’s enterprise risk issues; and (vi) the fulfillment of the other responsibilities set out herein. The Committee shall also prepare the report of the Committee required to be included in Samson’s annual proxy statement.
The Committee shall be comprised of at least three directors, none of whom shall be an employee of the Company and each of whom shall meet the independence and experience requirements of applicable law and the listing standards of the NYSE Amex and the Australian Securities Exchange.
At least one member of the Committee shall be an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K and be “financially sophisticated” pursuant to the NYSE Amex listing standards.
The members of the Committee shall be appointed by the Board. The Board may remove any member from the Committee at any time with or without cause.
The Committee shall meet as frequently as is necessary to carry out its responsibilities, but at least quarterly. The Board shall name a chairman of the Committee, who shall prepare and/or approve an agenda in advance of each meeting and shall preside over meetings of the Committee. In the absence of the chairman, the Committee shall select a chairman for that meeting. A majority of the members of the Committee shall constitute a quorum and the act of a majority of the members present at a meeting where a quorum is present shall be the act of the Committee. The Committee may also act by unanimous written consent of its members. The Committee shall maintain minutes or other records of meetings and activities of the Committee.
An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board.
The Committee shall at least annually meet separately with each appropriate member of Samson’s management and Samson’s independent auditors in separate executive sessions to discuss any matters that the Committee or any of these groups wishes to discuss privately.
IV. Authority and Responsibilities
The Committee’s principal responsibility is one of oversight. Samson’s management is responsible for preparing Samson’s financial statements, and Samson’s independent auditors are responsible for auditing and reviewing those financial statements. In carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to Samson’s financial statements or any professional certification as to the independent auditors’ work.
The designation or identification of a member of the Committee as an “audit committee financial expert” does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a member of the Committee and Board in the absence of such designation or identification and the designation or identification of a member of the Committee as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the Committee or Board.
The Committee shall:
Without excluding other possibilities, the Committee may wish to review with the independent auditor (i) any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise), (ii) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement and (iii) any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to Samson.
In addition to the authority and responsibilities expressly delegated to the Committee in this charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s Constitution. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.
Approved by the Audit Committee
Date: June 30, 2011
Approved by the Board of Directors
Date: June 30, 2011