Investor Relations

CG & Nominating Committee Charter

I. Purpose

The Corporate Governance and Nominating (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Samson Oil & Gas Limited (“Samson” or the “Company”). The purpose of the Committee is to (i) oversee compliance by Samson, the Board and its committees with corporate governance principles; (ii) identify individuals qualified to become members of the Board, to evaluate candidates nominated by or recommended by shareholders, (iii) recommend director nominees for each annual meeting of shareholders and nominees for election to fill any vacancies on the Board, (iv) advise the Board with respect to the structure and composition of committees of the Board, (v) be responsible for overseeing the annual review of the Board’s performance, (vi) recommend the compensation of the Company’s directors, and (vii) address related matters.

II. Composition

The members of the Committee shall be appointed by the Board and shall meet the independence requirements of all applicable laws and listing standards, including those of the NYSE Amex and the Australian Securities Exchange. The Committee shall be comprised of at least three members. The Board may remove any member from the Committee at any time. The Board shall also designate a Committee Chairman.

III. Meetings

The Chairman (or in the Chairman’s absence, a member designated by the Chairman) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are consistent with the provisions of Samson’s Constitution that are applicable to the Committee.

The Committee shall meet at least once per year and more frequently as the Committee deems necessary or desirable.

IV. Authority and Responsibilities

The Committee shall:

  1. Governance Principles. Oversee compliance by Samson, the Board and its committees with corporate governance principles (other than those that are financial or accounting related, which will be the responsibility of the Audit Committee) including Samson’s Constitution, the Code of Business Conduct and Ethics and the charters of Samson’s committees.
  2. Director Selection Criteria. Establish criteria for selecting new directors, which shall reflect, among other factors, a candidate’s integrity and business ethics; strength of character; judgment; and specific experience, qualifications, attributes or skills (in addition to general business experience and broad management skills), in light of the Company’s business and structure. The Committee shall also consider factors relating to the composition of the Board, including its size and structure, the relative strengths and experience of current Board members, independence and principles of diversity.
  3. Identification of Director Candidates. Consider and recruit candidates to fill new positions on the Board and shall review candidate suggestions made by shareholders. The Committee shall also review and evaluate the qualifications of any candidate nominated by shareholders in accordance with Samson’s Constitution, contractual obligations and applicable laws and make recommendations to the Board with respect thereto. As part of this responsibility, the Committee shall conduct appropriate inquiries to establish such candidate’s compliance with the independence and other qualification requirements established by the Committee.
  4. Consideration of Directors for Re-Election. In connection with its annual recommendation of a slate of nominees, the Committee shall review the performance of each director slated for re-election, and shall at that time review its criteria for Board candidates in the context of the Board evaluation process and other perceived needs of the Board. The Committee consider the results of such evaluation when determining whether or not to recommend the nomination of any director for an additional term.
  5. Recommendation of Nominees to Board. Recommend the director nominees for approval by the Board and the shareholders.
  6. Advice as to Committee Membership and Operations. Advise the Board with respect to the charters, structure and operations of the various committees of the Board and qualifications for membership thereon.
  7. Succession Planning. Work on a periodic basis with the Chief Executive Officer to review, maintain and revise, if necessary, the Company’s succession plan upon the Chief Executive Officer’s retirement and in the event of an unexpected occurrence. The Chief Executive Officer shall report annually to the Board on succession planning for the Chief Executive Officer and senior management positions, including a discussion of assessments, leadership development plans and other relevant factors.
  8. Director Removal. In appropriate circumstances, the Committee, in its discretion, shall consider and may recommend the removal of a director for cause, in accordance with the applicable provisions of Samson’s Constitution and the Company’s Code of Business Conduct and Ethics.
  9. Evaluation of Board and Committees. Develop and recommend to the Board for its approval an annual self-evaluation process of the Board and its committees. The Committee shall oversee the annual self-evaluations.
  10. Committee Self-evaluation. Evaluate its own performance on an annual basis, including its compliance with this charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate, and shall review and reassess this charter at least annually and submit any recommended changes to the Board for its consideration.
  11. Consideration of Proposals. Review and make recommendations to the Board with respect to the appropriateness for submission to a vote of the Company’s shareholders or for inclusion in the Company’s annual proxy statement any proposal that is properly presented to the Company by a shareholder or recommended by management.
  12. Access to Records, Consultants and Others.Have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.
  13. Reports to Board. Report its actions and any recommendations to the Board after each Committee meeting.
  14. Delegation. Have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, in its sole discretion, subject only to limitations imposed by applicable laws or listing standards, if any.

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 Corporate Governance and Nominating Committee
Date: Nov 28, 2011

Approved by the Board of Directors
Date: Nov 28, 2011