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.
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.
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.
The Committee shall:
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