Annual Report 2004 29
CORPORATE GOVERNANCE
STATEMENT
The purpose of this Statement 
is to provide details of the main
corporate governance practices
the Company had in place during
the past financial year. 
The Board works under a set of
well-established corporate
governance policies that
reinforce the responsibilities of
all Directors in accordance with
the requirements of the
Corporations Act and the Listing
Rules of the Australian Stock
Exchange (ASX).
The Board regularly reviews and
updates its corporate governance
policies on an annual basis and
as required, to ensure that the
Company’s policies remain in
accordance with best practice.
1. COMPLIANCE WITH THE ASX
BEST PRACTICE
RECOMMENDATIONS
Following publication of the
Principles of Good Corporate
Governance and Best Practice
Recommendations of the ASX
Corporate Governance Council
(“ASX Best Practice
Recommendations”), Santos
assessed its existing corporate
governance practices for
compliance with those
Recommendations. As a result 
of this assessment, which was
initially carried out in 2003, the
Board formed the view that the
Company’s existing practices
complied in substance with the
ASX Best Practice
Recommendations, except that at
that time it provided retirement
benefits to non-executive
Directors. Historically, these
benefits were provided pursuant
to agreements approved by
shareholders at the 1989 Annual
General Meeting and, as reported
in the Company’s 2003 Annual
Report, a review by the
Remuneration Committee of the
Board had determined that the
provision of those benefits
should cease on 30 June 2004
and benefits accrued to that
date should be held by the
Company and paid on retirement. 
As a result of its decision to
cease the provision of retirement
benefits, the Board believes that
from 30 June 2004, the
Company’s policies and practices
comply in all substantial respects
with the ASX Best Practice
Recommendations. To assist
shareholders, the policies and
practices described in this
Corporate Governance Statement
are cross referenced to a
checklist of the ASX Best
Practice Recommendations set
out at the end of this Statement.
2. BOARD OF DIRECTORS AND
ITS COMMITTEES
Except where otherwise
indicated, references in this
Statement to the “Board
Guidelines” are to the formal
guidelines in force during the
past financial year and as at 30
March, 2005.
2.1 Board Responsibilities
The Board is responsible for the
overall corporate governance of
the Company, including its
strategic direction and financial
objectives, establishing goals for
management and monitoring the
attainment of these goals.
Specifically, as detailed in this
Statement, the Board is
responsible for: 
• the provision of strategic
direction and oversight of
management; 
• corporate governance; 
• the selection and evaluation
of, and succession planning
for, Directors and executive
management; 
• significant acquisitions and
disposals of assets; 
• significant expenditure
decisions outside of the
corporate budget; 
• hedging of product sales, sales
contracts and financing
arrangements;
• the remuneration of Directors
and executive management; 
• the approval of, and
monitoring of financial
performance against, corporate
budgets;
• the approval of delegations of
authority to management; 
• ethical standards and codes of
conduct; and 
• the integrity of risk
management strategies and
controls.
The Board delegates management
of the Company’s resources to
the Company’s executive
management team, under the
leadership of the Chief Executive
Officer and Managing Director
(“CEO”), to deliver the strategic
direction and goals determined
by the Board. This Statement
details the responsibilities
delegated by the Board to
executive management for:
• implementing corporate
strategies; 
• maintaining and reporting 
on effective risk management
(including safety and plant
integrity); and
• operating under approved
budgets and written
delegations of authority.
2.2 Board Procedures
To assist in the effective