http://pancon.com.au/about-us/corporate-governance/

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

Pancontinental Oil & Gas NL

ABN / ARBN:

Financial year ended:

95 003 029 543

30 June 2019

Our corporate governance statement2 for the above period above can be found at:3 ☒ These pages of our annual report: 31-43

☒ This URL on our website:

The Corporate Governance Statement is accurate and up to date as at 30 June 2019 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date:

28 October 2019

Name of Director or Secretary authorising

Vesna Petrovic

lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

  1. "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
  2. Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

(a)

the respective roles and responsibilities of its board and

☒ in our Corporate Governance Statement OR

Statement OR

management; and

☐ at [insert location]

☐ we are an externally managed entity and this recommendation

(b)

those matters expressly reserved to the board and those

is therefore not applicable

delegated to management.

… and information about the respective roles and responsibilities of

our board and management (including those matters expressly

reserved to the board and those delegated to management):

☒ athttp://pancon.com.au/about-us/corporate-governance/

1.2

A listed entity should:

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

(a)

undertake appropriate checks before appointing a person, or

☒ in our Corporate Governance Statement OR

Statement OR

putting forward to security holders a candidate for election,

☐ at [insert location]

☐ we are an externally managed entity and this recommendation

as a director; and

(b)

provide security holders with all material information in its

is therefore not applicable

possession relevant to a decision on whether or not to elect

or re-elect a director.

1.3

A listed entity should have a written agreement with each director

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

and senior executive setting out the terms of their appointment.

☒ in our Corporate Governance Statement OR

Statement OR

☐ at [insert location]

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.4

The company secretary of a listed entity should be accountable

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

directly to the board, through the chair, on all matters to do with the

☒ in our Corporate Governance Statement OR

Statement OR

proper functioning of the board.

☐ we are an externally managed entity and this recommendation

☐ at [insert location]

is therefore not applicable

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with

☐ an explanation why that is so in our Corporate Governance

(a)

have a diversity policy which includes requirements for the

paragraph (a):

Statement OR

board or a relevant committee of the board to set

☒ in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

measurable objectives for achieving gender diversity and to

☐ at [insert location]

is therefore not applicable

assess annually both the objectives and the entity's progress

in achieving them;

… and a copy of our diversity policy or a summary of it:

(b)

disclose that policy or a summary of it; and

☒ athttp://pancon.com.au/about-us/corporate-governance/

(c)

disclose as at the end of each reporting period the

… and the measurable objectives for achieving gender diversity set by

measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance

the board or a relevant committee of the board in accordance with our

with the entity's diversity policy and its progress towards

diversity policy and our progress towards achieving them:

achieving them and either:

☒ in our Corporate Governance Statement OR

(1) the respective proportions of men and women on the

☐ at [insert location]

board, in senior executive positions and across the

whole organisation (including how the entity has defined

… and the information referred to in paragraphs (c)(1) or (2):

"senior executive" for these purposes); or

☒ in our Corporate Governance Statement OR

(2) if the entity is a "relevant employer" under the Workplace

Gender Equality Act, the entity's most recent "Gender

☐ at [insert location]

Equality Indicators", as defined in and published under

that Act.

1.6

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐ an explanation why that is so in our Corporate Governance

(a)

have and disclose a process for periodically evaluating the

☒ in our Corporate Governance Statement OR

Statement OR

performance of the board, its committees and individual

☐ at [insert location]

☐ we are an externally managed entity and this recommendation

directors; and

(b)

disclose, in relation to each reporting period, whether a

… and the information referred to in paragraph (b):

is therefore not applicable

performance evaluation was undertaken in the reporting

☒ in our Corporate Governance Statement OR

period in accordance with that process.

☐ at [insert location]

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐ an explanation why that is so in our Corporate Governance

(a)

have and disclose a process for periodically evaluating the

☒ in our Corporate Governance Statement OR

Statement OR

performance of its senior executives; and

☐ at [insert location]

☐ we are an externally managed entity and this recommendation

(b)

disclose, in relation to each reporting period, whether a

is therefore not applicable

performance evaluation was undertaken in the reporting

… and the information referred to in paragraph (b):

period in accordance with that process.

☒ in our Corporate Governance Statement OR

☐ at [insert location]

Page 3

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

[If the entity complies with paragraph (a):]

☒ an explanation why that is so in our Corporate Governance

(a)

have a nomination committee which:

… the fact that we have a nomination committee that complies with

Statement OR

(1) has at least three members, a majority of whom are

paragraphs (1) and (2):

☐ we are an externally managed entity and this recommendation

independent directors; and

☐ in our Corporate Governance Statement OR

is therefore not applicable

(2) is chaired by an independent director,

☐ at [insert location]

and disclose:

… and a copy of the charter of the committee:

(3) the charter of the committee;

☐ at [insert location]

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

… and the information referred to in paragraphs (4) and (5):

times the committee met throughout the period and

☐ in our Corporate Governance Statement OR

the individual attendances of the members at those

meetings; or

☐ at [insert location]

(b)

if it does not have a nomination committee, disclose that

[If the entity complies with paragraph (b):]

fact and the processes it employs to address board

… the fact that we do not have a nomination committee and the

succession issues and to ensure that the board has the

processes we employ to address board succession issues and to

appropriate balance of skills, knowledge, experience,

ensure that the board has the appropriate balance of skills,

independence and diversity to enable it to discharge its

knowledge, experience, independence and diversity to enable it to

duties and responsibilities effectively.

discharge its duties and responsibilities effectively:

☒ in our Corporate Governance Statement OR

☐ at [insert location]

2.2

A listed entity should have and disclose a board skills matrix

… our board skills matrix:

☐ an explanation why that is so in our Corporate Governance

setting out the mix of skills and diversity that the board currently

☒ in our Corporate Governance Statement OR

Statement OR

has or is looking to achieve in its membership.

☐ we are an externally managed entity and this recommendation

☐ at [insert location]

is therefore not applicable

Page 4

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

2.3

A listed entity should disclose:

… the names of the directors considered by the board to be

☐ an explanation why that is so in our Corporate Governance

(a) the names of the directors considered by the board to be

independent directors:

Statement

independent directors;

☒ in our Corporate Governance Statement OR

(b) if a director has an interest, position, association or

☐ at [insert location]

relationship of the type described in Box 2.3 but the board

is of the opinion that it does not compromise the

… and, where applicable, the information referred to in paragraph (b):

independence of the director, the nature of the interest,

☒ in our Corporate Governance Statement OR

position, association or relationship in question and an

explanation of why the board is of that opinion; and

☐ at [insert location]

(c) the length of service of each director.

… and the length of service of each director:

☒ in our Corporate Governance Statement OR

☐ at [insert location]

2.4

A majority of the board of a listed entity should be independent

… the fact that we follow this recommendation:

☒ an explanation why that is so in our Corporate Governance

directors.

☐ in our Corporate Governance Statement OR

Statement OR

☐ at [insert location]

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.5

The chair of the board of a listed entity should be an independent

… the fact that we follow this recommendation:

☒ an explanation why that is so in our Corporate Governance

director and, in particular, should not be the same person as the

☐ in our Corporate Governance Statement OR

Statement OR

CEO of the entity.

☐ we are an externally managed entity and this recommendation

☐ at [insert location]

is therefore not applicable

2.6

A listed entity should have a program for inducting new directors

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

and provide appropriate professional development opportunities

☒ in our Corporate Governance Statement OR

Statement OR

for directors to develop and maintain the skills and knowledge

☐ we are an externally managed entity and this recommendation

needed to perform their role as directors effectively.

☐ at [insert location]

is therefore not applicable

PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

… our code of conduct or a summary of it:

☐ an explanation why that is so in our Corporate Governance

(a) have a code of conduct for its directors, senior executives

☐ in our Corporate Governance Statement OR

Statement

and employees; and

☒ athttp://pancon.com.au/about-us/corporate-governance/

(b) disclose that code or a summary of it.

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Pancontinental Oil & Gas NL published this content on 28 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2019 23:21:02 UTC