88 Energy : Corporate Governance Statement

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88 ENERGY LIMITED ACN 072 964 179 (Company)

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2021

This Corporate Governance Statement is current as at 18 March 2022 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 31 December 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations - 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees. The Board is planning to review this during 2022.

The Company's Corporate Governance Plan is available on the Company's website at www.88energycom.

		RECOMMENDATIONS (4TH EDITION)			COMPLY			EXPLANATION
		Principle 1: Lay solid foundations for management and oversight
		Recommendation 1.1						The Company has adopted a Board Charter that sets out the specific
		(a)	A listed entity should have and disclose a board charter			YES			roles and responsibilities of the Board, the Chair and management and
						includes a description of those matters expressly reserved to the Board
			which sets out the respective roles and responsibilities
								and those delegated to management.
			of the Board, the Chair and management, and includes
			a description of those matters expressly reserved to the						The Board Charter sets out the specific responsibilities of the Board,
			Board and those delegated to management.						requirements as to the Board's composition, the roles and
									responsibilities of the Chairman and Company Secretary, the
									establishment, operation and management of Board Committees (if
									any), Directors' access to Company records and information, details of
									the Board's relationship with management, details of the Board's
									performance review and details of the Board's disclosure policy.
									A copy of the Company's Board Charter, which is part of the Company's
									Corporate Governance Plan, is available on the Company's website.
/1310_2						1

RECOMMENDATIONS (4TH EDITION)

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EXPLANATION

Recommendation 1.2

(a)

The Company has guidelines for the appointment and selection

A listed entity should:

YES

of the Board and senior executives in its Corporate Governance

Plan. The Company's Nomination Committee Charter (in the

only

(a)

undertake appropriate checks before appointing a

Company's

Corporate Governance Plan)

requires

the

director or senior executive or putting someone forward

Nomination Committee (or, in its absence, the Board) to ensure

for election as a Director; and

appropriate checks (including checks in respect of character,

(b)

provide security holders with all material information in

experience, education, criminal record and bankruptcy history

its possession relevant to a decision on whether or not

(as appropriate)) are undertaken before appointing a person, or

to elect or re-elect a Director.

putting forward to security holders a candidate for election, as a

Director. In the event of an unsatisfactory check, a Director is

required to submit their resignation.

(b)

Under the Nomination Committee Charter, all material

use

information relevant to a decision on whether or not to elect or

re-elect a Director must be provided to security holders in the

Notice of Meeting containing the resolution to elect or re-elect a

Director.

Recommendation 1.3

The Company's Nomination Committee Charter requires the Nomination

A listed entity should have a written agreement with each Director

YES

Committee (or, in its absence, the Board) to ensure that each Director

and senior executive is personally a party to a written agreement with

and senior executive setting out the terms of their appointment.

the Company which sets out the terms of that Director's or senior

personalr

executive's appointment.

The Company has had written agreements with each of its Directors and

senior executives for the past financial year.

Recommendation 1.4

The Board Charter outlines the roles, responsibility and accountability of

The Company Secretary of a listed entity should be accountable

YES

the Company Secretary. In accordance with this, the Company

Secretary is accountable directly to the Board, through the Chair, on all

directly to the Board, through the Chair, on all matters to do with

matters to do with the proper functioning of the Board.

the proper functioning of the Board.

Recommendation 1.5

(a)

The Company has adopted a Diversity Policy which provides a

A listed entity should:

PARTIALLY

framework for the Company to establish, achieve and measure

diversity objectives, including in respect of gender diversity. The

(a)

have and disclose a diversity policy;

Diversity

Policy

is available,

as

part

of

the Corporate

(b)

through its board or a committee of the board set

Governance Plan, on the Company's website.

measurable objectives for achieving gender diversity in

(b)

The Diversity Policy allows the Board to set measurable gender

the composition of its board, senior executives and

diversity objectives, if considered appropriate, and to continually

workforce generally; and

monitor

both

the

objectives [if

any

have

been set and

the

(c)

disclose in relation to each reporting period:

Company's progress in achieving them.

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RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

(i)

the measurable objectives set for that period to

(c)

The Board did not set measurable gender diversity objectives for

achieve gender diversity;

the past financial year, however, female representation on the

(ii)

the entity's progress towards achieving those

Board increased from 0% to 25%, while female representation

in the total organisation increased from 14% to 30%.

objectives; and

(iii)

either:

(A)

the respective

proportions

of

men

The respective proportions of men and women on the Board, in senior

executive positions and across the whole organisation (including how

and women on the Board, in senior

the entity has defined "senior executive" for these purposes) for the past

executive positions

and across the

financial year is disclosed below.

whole workforce (including how the

entity has defined "senior executive"

for these purposes); or

Women

Men

Total

% Female

(B)

if the entity is a "relevant employer"

Board of Directors

1

3

4

25%

under

the

Workplace

Gender

Other KMP

-

2

2

-

Equality Act, the entity's most recent

Other Employees

2

2

4

50%

"Gender

Equality

Indicators",

as

defined in the Workplace Gender

Total Organisation

3

7

10

30%

Equality Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of eachgender within a specified period.

Recommendation 1.6

(a)

The Company's Nomination Committee (or, in its absence, the

A listed entity should:

YES

Board) is responsible for evaluating the performance of the

Board, its committees (if any) and individual Directors on an

(a)

have and disclose a process for periodically evaluating

annual basis. It may do so with the aid of an independent

the performance of

the

Board,

its

committees and

advisor. The process for this

is set

out

in the Company's

individual Directors; and

Corporate Governance Plan,

which

is

available on the

(b)

disclose for

each

reporting

period whether

a

Company's website.

performance

evaluation

has been

undertaken

in

The Company's Corporate Governance Plan requires the

accordance with that process during or in respect of that

Company to disclose whether or not performance evaluations

period.

were conducted during the relevant reporting period. The Board

has developed an informal process for performance evaluation

whereby the performance of all directors is reviewed regularly by

the Chair and Managing Director.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

The Board as a whole may then hold a facilitated discussion

during which each Board member has the opportunity to raise

any matter, suggestion for improvement or criticism with the

only

Board as a whole. The Chair and/or the Managing Director of the

Board may also meet individually with each Board member to

discuss their performance. There is a standing agenda item at

each board meeting where the Non-Executive Directors can

discuss in private the ongoing performance of the Managing

Director and other senior staff and that feedback to the

Managing Director is conveyed by the Chairman.Directors

whose performance is consistently unsatisfactory may be asked

to retire.

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The Company has completed performance evaluations in

respect of

the

Board,

and individual Directors

for the

past

financial year in accordance with the above process. Going

forward, it is the Company's intention that all directors will

continue to receive individual performance evaluations at least

annually.

Recommendation 1.7

(a)

The Company's Nomination Committee (or, in its absence, the

personalr

A listed entity should:

YES

Board) is responsible for evaluating the performance of the

Company's

senior

executives on

an

annual

basis.

The

(a)

have and disclose a process for evaluating

the

Company's Remuneration Committee (or, in its absence, the

performance of its senior executives at least once every

Board) is responsible

for evaluating

the

remuneration

of the

reporting period; and

Company's

senior

executives on

an

annual basis. A

senior

(b)

disclose for

each reporting

period whether

a

executive,

for

these

purposes,

means

key

management

performance

evaluation has

been undertaken

in

personnel (as defined in the Corporations Act) other than a non-

accordance with that process during or in respect of that

executive Director.

period.

The applicable processes for these evaluations can be found in

the Company's Corporate Governance Plan, which is available

on the Company's website.

(b)

The Company has developed an informal process of

performance evaluation whereby an assessment of progress is

carried out throughout the year.

A review of senior executives was undertaken during the

financial year. Evaluation of management was also carried out

on continuing basis by the Managing Director.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

There is a standing agenda item at each board meeting where

the Non-Executive Directors can discuss in private the ongoing

performance of the Managing Director and other senior staff and

only

that feedback to the Managing Director is conveyed by the

Chairman.

As of the date of this report, the Company is in the process of

completing procedures on performance measures for the short-

term and long-term incentive plans and the assessment criteria

for the Managing Director and all Key Management Personnel.

Principle 2: Structure the Board to be effective and add value

Recommendation 2.1

(a)

The Company's Nomination Committee Charter provides for the

use

The Board of a listed entity should:

PARTIALLY

creation of a Nomination Committee (if it is considered it will

benefit the Company), with at least three members, a majority of

(a)

have a nomination committee which:

whom are independent Directors, and which must be chaired by

(i)

has at least three members, a majority

of

an independent Director

whom are independent Directors; and

(b)

The Company did not have a Nomination Committee for the past

(ii)

is chaired by an independent Director,

financial year and is planning to review this position during 2022.

and disclose:

In accordance with the Company's Board Charter, the Board

(iii)

the charter of the committee;

carries out the duties that would ordinarily be carried out by the

Nomination Committee

under

the

Nomination

Committee

(iv)

the members of the committee; and

personalr

Charter, including the

following

processes

to address

(v)

as at the end of each reporting period, the

succession issues and to ensure the Board has the appropriate

number of times the committee met throughout

balance of skills, experience, independence and knowledge of

the period and the individual attendances of

the entity to enable it to discharge its duties and responsibilities

the members at those meetings; or

effectively:

(b)

if it does not have a nomination committee, disclose that

(i)

devoting time at

least

annually to discuss Board

fact and the processes it employs to address Board

succession issues; and

succession issues and to ensure that the Board has the

(ii)

all Board members being involved in the Company's

appropriate balance of skills, knowledge, experience,

nomination process, to the maximum extent permitted

independence and diversity to enable it to discharge its

under the Corporations Act and ASX Listing Rules.

duties and responsibilities effectively.