Corporate Governance

The Board of Directors of White Energy is responsible for the corporate governance of White Energy and is committed to achieving and demonstrating the highest standards of corporate governance. The Board acknowledges and seeks to embrace the Corporate Governance Principles set by the ASX and continues to review the framework and its practices to ensure they meet the interests of shareholders.

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The attached Appendix G has been released as required under the ASX Corporate Governance Principles and Recommendations (Fourth Edition).https://www.whiteenergyco.com/wp-content/uploads/2023/09/2023-Appendix_04G_DRAFT-v3-FINAL-.pdf

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Board Charter

The purpose of this Charter is to specify how the Company is governed so as to promote the Company and protect the interests of shareholders.

The Board is responsible for the governance of the Company. This Charter sets out the role and responsibilities of the Board, which responsibilities are delegated to committees of the Board or to management, as well as the membership and the operation of the Board.

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Nomination Committee Charter

The Nomination Committee (“the Committee”) is comprised of the full Board. This Charter sets out the role and responsibilities of the Committee.

The Nomination Committee is responsible for the selection and appointment of new directors and oversees the re-election of incumbent directors.

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Remuneration Committee Charter

The Board has established a Remuneration Committee which works within the Remuneration Committee Charter.

The Remuneration Committee is comprised of Mr O’Rourke (Chair), and Mr Duncan.

The remuneration of directors and senior executives is reviewed by the Remuneration Committee and the Board generally.

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The Board has established an Audit and Risk Committee to act on behalf of the Board to oversee all material aspects of the company’s financial reporting, control, risk management and audit functions, except those specifically related to the responsibilities of any other standing committee of the Board.

The Audit and Risk Committee is comprised of Mr Cubbin (Chair), Mr Duncan and Mr O’Rourke. The Audit and Risk Committee’s role includes evaluating the qualitative aspects of financial reporting to shareholders, the Company’s processes for the management of business and financial risks, and for compliance with significant applicable legal, ethical, and regulatory requirements.

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The Company is committed to the objective of promoting investor confidence and the rights of shareholders by: complying with the continuous disclosure obligations imposed by law; ensuring that company announcements are presented in a factual, clear and balanced way; ensuring that all shareholders have equal and timely access to material information concerning the Company; and communicating effectively with shareholders and making it easy for them to participate in general meetings.

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Disclosure and materiality guidelines for officers and employees Policy

These guidelines are to assist WEC officers and employees understand and comply with the Company’s disclosure and communication policy (“Policy”), its disclosure obligations imposed by ASX Limited (“ASX”) under its Listing Rules (“ASX Listing Rules”) and its obligations under the Corporations Act 2001 (Cwlth).

It also assists officers and employees comply with the Company’s internal reporting processes and controls; and understand what can happen if disclosure obligations are breached.

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Risk Management Policy

A sound framework of risk oversight, risk management and internal control is fundamental to good corporate governance. It underpins reliable financial reporting, compliance with relevant laws and regulations, and effective and efficient operations.

Managing material business risks is the responsibility of everyone in the company, however specific accountability is reflected in the company’s structure and organisational chart and these accountabilities are clearly defined in this document.

Risk management is something management considers every day as part of their job. By integrating risk management with existing company processes, management can ensure the efficient use of resources and therefore reduce the potential for duplication of effort when working to reduce risk levels. Another key benefit of integration is that it helps ensure that the risk management process itself is appropriately resourced and remains relevant and sustainable.

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Diversity Policy

The Diversity Policy provides a guideline on diversity and how to treat employees under relevant legislation.

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Securities Trading Policy

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Code of Conduct

The Code of Conduct sets out the ethical standards and rules of the Company and provides a framework for how the Company will operate its business in a manner that will protect its stakeholders. The Board and management believe that the Company’s commitment to this Code of Conduct will maintain the confidence of the Company’s key stakeholders.

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Whistleblower Policy

The purpose of this Whistleblower Policy is to establish a system for the reporting, investigation and rectification of wrongdoing.

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White Energy Company Constitution

The constitution of White Energy Company Limited is available for download.

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Board Skills Process and Summary

The composition of the Board is reviewed on an annual basis with reference to the Company’s skills matrix, which is used as a tool to assess the appropriate balance of skills, experience, independence and diversity necessary for the Board to discharge its duties and responsibilities effectively.

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