Corporate Governance

Ethical Standards

Oil Search pays particular attention to the conduct of its employees and contractors and to the health and safety all people with whom Oil Search deals.

Code of Conduct

Oil Search has worked hard to establish and maintain the highest possible ethical standards amongst its employees and contractors. Oil Search's Code of Conduct (the “Code”) governs the commercial conduct of its directors, employees and all others who represent Oil Search. The aim is to ensure that the highest standards of compliance with all relevant laws and the Australian Securities Exchange and Port Moresby Stock Exchange listing rules are maintained at all times. The Code seeks to regulate behaviour in relation to unacceptable payments, giving or receiving gifts, protection of company assets, proper accounting, dealing with auditors, unauthorised public statements, conflict of interest, use of inside information and share trading generally. Failure to comply with applicable laws, prevailing business ethics or other aspects of the Code results in disciplinary action. Such disciplinary action may include (depending on the severity of the breach) reprimand, formal warning, demotion or termination of employment. Failure to comply with the share trading policy may be cause for immediate dismissal. Similar disciplinary action is taken against any supervisor or manager who approves or condones or who has knowledge of the action and does not immediately take appropriate remedial action. Each Oil Search employee is obliged to make agents, consultants and contractors with whom the employee works aware of the Code. All new or replacement contracts with employees, agents, contractors or consultants include a clause requiring the employee, agent, contractor or consultant to comply with the Code.

Health and Safety

The health and safety of the people who work for Oil Search is one of the Company’s highest priorities.

All activities undertaken by Oil Search are conducted safely and so as to avoid accidents or injuries. Risks associated with planned activities are to be contained to the minimum practical level. Safety is systematically considered as part of the management of all Oil Search’s activities. With this in mind Oil Search has developed an occupational health and safety policy. The policy applies to all employees and contractors engaged in conducting Oil Search’s business. Among other things, the policy requires Oil Search to:

  1. provide a safe and healthy work environment;
  2. comply with all applicable health and safety regulations;
  3. maintain an appropriate emergency response plan;
  4. communicate openly with interested parties on occupation health and safety matters.

This policy is displayed in Oil Search’s offices.

Since 2000 Oil Search has been undertaking an ongoing review of its HSES standards. On 4 December 2000 the HSES Management System Standards were issued. These standards provide the Company’s managers with a common framework for effectively managing and planning their operations and area of control. In addition the standards provide the Company with a system of internal controls that ensure Oil Search continues to meet (if not exceed) the requirements of the local regulators in all jurisdictions where Oil Search operates. Company personnel across a number of levels participated in the review and in the development of the standards and have endorsed and assumed ownership of them. Also as part of the review the Managing Director has set a number of corporate HSES objectives. Each manager in turn has been asked to develop their own individual and site-specific HSES objectives in line with the corporate objectives set by the Managing Director and this process is now well advanced.

Disclosure of Directors’ Interests

ASX Listing Rules 3.18A and 3.19B require a company that is bound by those rules to inform the market of changes to Directors’ “notifiable interests” in its securities.

The listing rules also complement the requirement under Section 205G of the Corporations Act 2001, that a director advise the ASX of any transactions by the director in the company’s securities within 14 days of the transaction.

Oil Search strongly supports the policy behind the listing rules and firmly believes that directors interests should be disclosed. For this reason, Oil Search has requested each of its directors to do what is necessary to ensure compliance with the new listing rules.

Oil Search could require its directors to complete the necessary appendices each time a change in notifiable interests occurs in order that Oil Search only has lodge them. However, instead, Oil Search has decided that closer supervision of the process by the Company is required and, accordingly, Oil Search has requested its directors to provide details of any change in notifiable interests to Oil Search so that the Company can complete and lodge the necessary appendices.

Oil Search has in place the procedures and arrangements to ensure that the Company can comply with its obligations under ASX Listing Rules 3.19A and 3.19B. These arrangements include:

  1. Entering into an arrangement with each director requiring the Director to notify the Company of their “notifiable interests”.
  2. Establishing a register of directors’ entities; and
  3. Requesting Oil Search’s share registry to notify the Company of any transactions by directors’ entities as soon as they are registered.