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Corporate Governance The Board and management of Strike Oil are committed to corporate governance and, to the extent they are applicable to the Company, have adopted the Essential Corporate Governance Principles and each of the Best Practice Recommendations as published by ASX Corporate Governance Council (ASX Principles and Recommendations). The following information is set out in this website (in the order corresponding with the ASX Principles and Recommendations):
1. Role of the Board The role of the Board is to provide leadership for and supervision over the Company´s affairs. 2. Responsibility of the Board The Board is collectively responsible for promoting the success of the Company by:
The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities. The Board may from time to time, delegate some of its responsibilities listed above to its senior management team (except for paragraphs [(a), (b), (f) and (g)] and where any matter exceeds the Materiality Threshold as defined below). 3. Materiality Threshold The Board has agreed on the following guidelines for assessing the materiality of matters:
Any matter which falls within the above guidelines is a matter which triggers the materiality threshold ("Materiality Threshold"). 4. The Chairperson The chairperson is responsible for leadership of the Board, for the efficient organisation and conduct of the Board´s function and for the briefing of all directors in relation to issues arising at Board meetings. The chairperson is also responsible for shareholder communication and arranging Board performance evaluation. 5. Independent Directors Where the chairperson is not an independent director, the Company will appoint a lead independent director. The lead independent director will takeover the role of the chairperson when the chairperson is unable to act in that capacity as a result of his or her lack of independence. The independent directors, along with all directors, are responsible for the reviewing and challenging executive performance. They are also responsible for contributing to the development of strategy. 6. The Managing Director The managing director is responsible for running the affairs of the Company under delegated authority from the Board and to implement the policies and strategy set by the Board. In carrying out his/her responsibilities the managing director must report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company´s financial condition and operational results. 7. Role and Responsibility of Management The role of management is to support the managing director and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board. Management is responsible for reporting all matters which fall within the Materiality Threshold at first instance to the managing director or if the matter concerns the managing director then directly to the chairperson or the lead independent director, as appropriate. 1. Composition The Nomination Committee comprises at least two members, with a majority of independent members. 2. Role The role of the Nomination Committee is to determine the state of director nominees for election to the Board, to identify and recommend candidates to fill casual vacancies. 3. Operations The committee meets at least twice a year and otherwise as required. Minutes of all meetings of the committee are to be kept and the minutes and a report of actions taken to be given at each subsequent meeting of the full Board of directors. Committee meetings will be governed by the same rules as set out in the Company´s constitution, as they apply to meetings of the Board. 4. Responsibilities The responsibilities of the Nomination Committee are:
Policy and Procedure for Selection and Appointment of New Directors Directors are selected by reference to their background and experience which is relevant to the business needs of the Company. New directors are invited to joint the Board by the chairperson, who makes the invitation based on recommendations made by the Nomination Committee and approved by the Board. Code of Conduct for Directors and Key Executives A code of conduct has been adopted by all directors and employees. It requires all business affairs to be conducted legally, ethically and with integrity. The code provides for reporting of breach of the code by others.
The Board has adopted a policy and procedure on dealing in the Company´s securities by directors, officer and employees which prohibits dealing in the Company´s securities when those persons possess inside information. It also requires the chairperson of the Company to be notified when trading of securities in the Company occurs. 1. Composition of the Audit Committee The committee is to include at least three members, all independent non-executive directors. At least two members are to have significant, recent and relevant financial experience. 2. Role of the Audit Committee The role of the Audit Committee is to:
3. Operations The committee meets at least once every half year, with further meetings on an as required basis; Minutes of all meetings of the committee are to be kept and the minutes and a report of actions taken or recommended to be given at each subsequent meeting of the full Board. Committee meetings will be governed by the same rules, as set out in the Company constitution as they apply to the meetings of the Board. Relevant members of management and the external auditor may be invited to attend meetings. The Committee shall meet with the external auditor without management present, as required. 4. Authority and Resources The Company is to provide the committee with sufficient resources to undertake its duties, including provision of educational information on accounting policies and other financial topics relevant to the Company, and such other relevant materials requested by the committee. The Committee will have the power to conduct or authorize investigations into any matters within the Committee´s scope of responsibilities. The Committee will have the authority, as it deems necessary or appropriate, to retain independent legal, accounting or other advisors. 5. Reporting to the Shareholders The Directors´ Reports are to contain a separate section that describes the role of the Committee and what action it has taken. The chairperson of the Audit Committee is to be present at the Annual General Meeting to answer questions, through the chairperson of the Board. 6. Responsibilities Annual responsibilities of the committee are as set out in the Audit Committee Action Points (attached). Audit Committee Charter – Annual Action Points Financial Reporting and Internal Controls
Annual meeting with External Auditor
External Auditor Engagement
Internal Communications and Reporting
Other
Revised Charter Adopted: September 2005
Responsibility The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Any appointment made by the Board must be ratified by shareholders at the next annual general meeting of the Company. Selection Criteria
Policy and Procedures for Compliance with Continuous Disclosure Requirements Detailed compliance procedures for ASX Listing Rule disclosure requirements have been adopted by the Company. It appoints an officer of the Company to be responsible for compliance. It is detailed in its application covering the following areas:
Summary of Arrangements Regarding Communication with and Participation of Shareholders The Company maintains a website at www.strikeoil.com.au. Under the heading "Corporate" the company makes the following information available on a regular and up to date basis:
Company´s Risk Management Policy and Internal Compliance and Control System The Company has developed a framework for risk management and internal compliance and control systems which covers organisational, financial and operational aspects of the Company´s affairs. It appoints the managing director as being responsible for ensuring the systems are maintained and complied with. Process for Performance Evaluation of the Board, Board Committees, Individual Directors and Key Executives To date, the chairman has been responsible for conducting an annual review of Board performance. The Company intends to establish a formal process in its 2004/2005 financial year.
1. Composition The Remuneration Committee shall comprise a minimum of two members, the majority being independent directors. 2. Role The Remuneration Committee´s role is to discharge the Board´s responsibilities in relation to remuneration of the Company´s executives including share and benefit plans. 3. Operations The committee meets at least twice a year and otherwise as required minutes of all meetings of the committee are to be kept and a report of actions taken to be given at each subsequent meeting of the full Board of directors. Committee meetings will be governed by the same rules as set out in the Company´s constitution, as they apply to meetings of the Board. 4. Responsibilities The responsibilities and functions of the Remuneration Committee are as follows:
Code of Business Conduct and Ethics General Strike Oil Limited. (the "Company") is committed to conducting its business in accordance with applicable laws, rules and regulations, and the highest standards of business ethics, and to full and accurate disclosure in compliance with applicable laws, rules and regulations. This Code of Business Conduct and Ethics (“Code”) applies to all directors, officers and employees of the Company and sets forth specific policies to guide you in the performance of your duties. All directors, officers and employees are also required to adhere to the Company´s Policy on Security Trading. All references to Company include all subsidiaries existing at the time. As a director, officer or employee of the Company, you must not only comply with applicable laws, rules and regulations; you also must engage in and promote honest and ethical conduct and abide by the policies and procedures that govern the conduct of the Company´s business. Your responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and, in the case of directors and officers, maintaining a work environment that encourages employees to raise concerns to the attention of management and promptly addressing employee compliance concerns. Responsibilities to Shareholders and the Financial Community Generally The Company aims to:
Compliance with Laws, Rules and Regulations You are required to comply with the laws, rules and regulations that govern the conduct of the Company´s business, including all laws prohibiting insider trading, money laundering, bribery and improper payments, and to report any suspected violations in accordance with the section below titled "Compliance with Code ". Conflicts of Interest The Board, management and employees must not involve themselves in situations where there is a real or apparent conflict interest between them as individuals and the interest of the Company. Where a real or apparent conflict of interest arises the matter should be brought to the attention of the Chairperson in the case of a board member or the Managing Director, and the Managing Director in the case of management and a supervisor in the case of an employee, so that it may be considered and dealt with in an appropriate manner for all concerned. Confidential Information You are required to maintain the confidentiality of all confidential information that you receive or become privy to in connection with the Company´s business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might prejudice the ability of the Company to pursue certain objectives, be of use to competitors or harmful to the Company, its suppliers or its customers, if disclosed. Confidential information also includes any information relating to the Company´s business and affairs that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company´s securities or any information a reasonable investor would consider important in making an investment decision. You must not use confidential information for your own advantage or profit. Disclosures It is the Company´s policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the corporate regulators including, but not limited to, Australian Stock Exchange Limited and Australian Securities and Investments Commission, and in all other public communications made by the Company. The Company´s management has the general responsibility for preparing such filings and such other communications and shall ensure that such filings and communications comply with all applicable laws and regulations. Employees must provide all necessary information to management when requested and must inform management if they become aware that information in any such filing or communication was untrue or misleading at the time such filing or communication was made or if they have information that would affect any filings or communications to be made in the future. Protection and Proper Use of Company Assets You should protect the Company´s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company´s profitability. The Company´s assets should only be used for legitimate business purposes. Dealing with Public Officials Any form of payment, direct or indirect, to any public official as inducement to procuring or keeping business or having a law or regulation enacted, defeated or violated is strictly forbidden. Health, Safety, and Environmental Protection The Company believes that sound environmental, safety and occupational health management practices are in the best interests of its business, its employees, its shareholders and the communities in which it operates. The Company is committed to conducting its business in accordance with recognized industry standards and to meeting or exceeding all environmental and occupational health and safety laws and regulations. Achieving this goal is the responsibility of all employees and directors. International Operations and Business Practices Directors, officers and employees operating outside of Australia have a special responsibility to know and obey laws and regulations of countries where they act for the Company and to conduct themselves in accordance with local business practices. The Company recognizes that laws, regulations, business practices and customs vary throughout the world and that, in certain cases, may be different from laws, regulations, business practices and customs in Australia . The Company and its directors, officers and employees, shall comply with applicable laws relating to foreign corrupt practices. Equal Opportunity There shall be no discrimination against any employee or applicant because of race, religion, color, sex, sexual orientation, age, national or ethnic origin, or physical handicap (unless demands of the position are prohibitive). The Company will maintain a work environment free of discriminatory practice of any kind in which individuals are treated with dignity and respect. The Company expects that all relationships among persons in the workplace will be professional and free of bias and harassment. Employment Practices The Company will employ the best available staff with skills required to carry out vacant positions. The Company will ensure a safe work place and maintain proper occupational health and safety practices commensurate with the nature of the Company´s business and activities. Responsibility to the Individual The Company recognises and respects the rights of individuals and to the best of its ability will comply with the applicable legal rules regarding privacy, privileges, private and confidential information. Obligations Relative to Fair Trading and Dealing The Company will deal with others in a way that is fair and will not engage in deceptive practices. Financial Information and Record Keeping No receipts, payments or transfers of Company funds or assets shall be made which is not authorised and properly accounted for on the Company´s books. All the Company´s books and financial records must fully reflect all receipts and expenditures and its financial statements must conform to generally accepted accounting principles. Employees who collect, provide or analyse information for or otherwise contribute to the preparation of these reports should attempt to ensure our reports and disclosures are complete, fair, accurate, timely and understandable. All employees must co-operate fully with our accounting department, independent auditors and legal advisors to ensure that the Company´s system for developing such reports and disclosures functions properly. No undisclosed or unrecorded funds of the Company should be established for any purpose. No undisclosed liabilities or contingencies may exist, except when specifically permitted by generally accepted accounting principles. Attempts to create false or misleading records are forbidden. Employees who receive complaints from third parties regarding the Company´s accounting, internal accounting control or auditing matters should communicate those complaints by mail addressed to the Company Secretary, who will then forward documentation to the Chairman of the Audit Committee. Employees who have concerns regarding questionable accounting or auditing matters should submit such concerns by mail or internal mail to the Company Secretary, who will then forward documentation to the Chairman of the Audit Committee. Such submissions may be made on a confidential and anonymous basis by mail to the Audit Committee, in an envelope labeled with a legend such as “Confidential, Submitted Pursuant to the Code of Business Conduct and Ethics”. Any such envelope will be forwarded promptly and unopened to the Audit Committee. If an employee would like to discuss such matter with the Audit Committee, he or she should indicate this in the submission and include a telephone number at which he or she might be contacted if the Audit Committee deems it appropriate. Community, Political Activities and Media Relations Personal community and political activities are permitted provided they are conducted in a legal manner and do not interfere with the employee´s responsibilities to the Company. Directors and employees may not represent the Company in the participation of personal community and political activities or provide Company information to any media source (e.g. television, radio, newspaper) unless approved by the Managing Director. Document Retention A number of laws expressly require that certain documents be retained for specific periods of time, including the tax codes, environmental laws, employment laws, criminal statutes that punish obstruction and industry-specific laws and regulations. In addition, certain documents relevant to potential disputes should be retained for certain periods. Employees may not destroy documents essential to the ongoing, legal and effective functioning of the Company such as contracts, transactional documents, personnel files, financial information and official correspondence outside of established Company policies. In addition, employees may not destroy documents relevant to or discoverable in pending or potential litigation and other legal and official proceedings. Compliance with Code If you know of or suspect a violation of applicable laws, rules or regulations or this Code, you must immediately report that information to the Company Secretary as the Company´s Compliance Officer, in the case of employees, and the Chairman of the Audit Committee, in the case of directors and officers. The Company recognizes that resolving reported problems or concerns will advance the overall interests of the Company, and will help to safeguard the Company´s assets, financial integrity and reputation. The Company has adopted a Whistleblower Policy which sets out the procedure to follow in the event of a reported violation. No one will be subject to retaliation because of a good faith report of a suspected violation. Documenting Compliance with the Code Appropriate records evidencing compliance with this Code will be maintained by the Company, including copies of correspondence relating to requests for, and determinations relating to, waivers of this Code, and copies of documents relating to violations of this Code Use of Agents Agents or other non-employees cannot be used to circumvent the law or to engage in practices that run contrary to this Code. No Rights Created This Code is a statement of certain fundamental principles, policies and procedures that govern the directors, officers and employees of the Company in the conduct of the Company´s business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity. Periodic Review of Code The Company will monitor compliance with the Code periodically by liaising with the Board, management and staff especially in relation to any areas of difficulty which arise from the code and any other ideas or suggestions for improvement of the code. Suggestions for improvements or amendments to the Code can be made at any time by providing a written note to the Managing Director. Date of Adoption: September 2005 General Strike Oil Limited´ Corporate Code of Ethics and Conduct (“the Code”) requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. All employees and representatives of the Company must practise honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. All references to Company include all subsidiaries existing at the time. Reporting Responsibility It is the responsibility of all directors, officers and employees to comply with the Code and report violations or suspected violations in accordance with this Whistleblower Policy. No Retaliation No director, officer or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Company prior to seeking resolution outside the Company. Reporting Violations The Code addresses the Company´s open door policy and suggests that employees share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, an employee´s supervisor is in the best position to address an area of concern. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor´s response, you are encouraged to speak with anyone in management whom you are comfortable in approaching. Supervisors and managers are required to report suspected violations of the Code of Conduct to the Company´s Company Secretary, who has specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when you are not satisfied or uncomfortable with following the Company´s open door policy, individuals should contact the Company Secretary directly. Compliance Officer The Company´s Compliance Officer is the Company Secretary who is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code and, at his/her discretion, shall advise the Chairman and Managing Director and/or the Audit Committee. The Company Secretary is the Compliance Officer who has direct access to the Audit Committee of the Board of Directors and is required to report to the Audit Committee at least annually on compliance activity. If any person is not comfortable to speak with the Company Secretary on a particular matter or if she is unavailable and the matter is urgent, you should contact the Chairman of the Company. Accounting and Auditing Matters The Audit Committee of the Board of Directors shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Compliance Officer shall immediately notify the Audit Committee of any such complaint and work with the committee until the matter is resolved. Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Handling of Reported Violations The Compliance Officer will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. Date of Adoption: September 2005 General Strike Oil Ltd (the Company) has a firm commitment to protecting the privacy of any personal information that we collect and hold. The Company´s Privacy Policy is bound by the National Privacy Principles under the Privacy Act 1988, and in accordance with the Privacy Amendment (Private Sector) Act 2000, which took effect in December 2001. This policy covers all personal information that we hold. Collection of Information The Company will only collect personal information if it is necessary to our business activities. Situations in which we may collect personal information include:
Whenever we collect personal information from you, we will do so in a fair and lawful manner. We will also advise you of the purpose/s for which the collected information will be used and how and where you are able to contact us, should you have and queries. We will also advise you of the third parties to whom we usually disclose such information and that you are able to gain access to that personal information that has been collected. If you do not wish to provide the information we request, we will tell you what impact this will have. How Personal Information is Collected Personal information is collected in person, in writing, by telephone, by email and through other various methods of communication. Most of the personal information we collect is information that has been provided to us by the individual. In some circumstances we may be provided with personal information about an individual from a third party. Third parties may include:
If we collect the information from a third party we will take reasonable steps to advise you of that collection promptly. Information collected from third parties will be dealt with in accordance with the National Privacy Principles. Use of Personal Information The Company uses personal information to select suitable staff, to facilitate the administration of staff and their records, to contact next-of-kin (only when necessary), to retain and manage staff throughout the term of engagement, to assist in safety management, performance management and career development and to comply with statutory obligations. Disclosing Personal Information The Company will only disclose personal information in accordance with the Act. This means that we will only disclose information to a third party if:
Third parties that we may disclose personal information to include:
Quality Information The Company will take all reasonable steps to ensure that the information that we collect, use and disclose is accurate, complete and up to date. Management and Security of Personal Information Access to an individual´s personal information is restricted and the Company staff are required to respect the confidentiality of personal information and the privacy of the individual. We have in place steps to protect the personal information we hold from misuse, loss, unauthorized access, modification or disclosure, by use of various methods including password access to computerized records and lock storage of paper records. Any personal information collected by the Company on employees is required by the Statue of Limitation to be held for a minimum of seven (7) years. Personal information collected on persons other than employees is appropriately destroyed once it is no longer required. Access to Your Personal Information You can access any personal information we have collected about you upon request. However, there are occasions when this access may be denied under the exemptions contained in the Act. Circumstances in which we may refuse access could include where:
Requests for access to your personal information should be directed to the Company Secretary. If you believe there is a discrepancy in your personal information held by us, or if any information changes, please notify the Company Secretary and we will endeavor to update and correct the information held in our records. Privacy Inquiries If you have any questions about this privacy policy, any privacy related dealings with us or a possible breach of your privacy, or would like any further information, please contact the Company Secretary. Date of Adoption: September 2005
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