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The directors present their report of the consolidated entity (“AWE”), being the Company and its controlled entities, for the year ended 30 June 2011 and the auditor’s report thereon.
Board Changes
Bruce McKay retired as Chairman and Non-Executive Director of AWE at the conclusion of the 2010 Annual General Meeting and has been replaced by Bruce Phillips.
Nick Jukes was appointed a Director of AWE on 24 August 2010. Mr Jukes has extensive construction and project management experience and has a strong understanding of project risk.
Vijoleta Braach-Maksvytis was also appointed to the Board on 7 October 2010. Dr. Braach-Maksvytis has forged a distinguished scientific career in technology, spanning interests across the areas of research, business, science, commercialisation, community partnerships and the mentoring of young entrepreneurs and senior executives.
Bruce Wood announced his intention to retire as Managing Director of the Company in July, 2010. The Board concluded a global search for his replacement with the appointment of Bruce Clement as Managing Director of the Company, effective 1 February 2011.
Board Committees
As a consequence of the retirement of the Chairman and changes made to board members during the year the Board reviewed and subsequently made changes to the structure and membership of its Committees.
Board Committees have been renamed as follows:
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The Audit Committee has been renamed and is now known as the Audit and Governance Committee.
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The Remuneration Committee has been renamed and is now known as the People Committee.
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The Operations Risk Committee has been renamed and is now known as the Sustainability Committee.
For further details refer to the Remuneration Report set out on pages 33 to 42 and the Corporate Governance Statement set out on pages 43 to 48.
Directors
The directors of the Company at any time during or since the end of the financial year are:
Bruce J. Phillips, Non-Executive chairman, BSc (Hons) Geol
Bruce Phillips is a petroleum explorationist who has more than 30 years of technical, financial and managerial experience in the upstream energy sector of the oil and
gas industry. He has broad domestic and international exploration and production experience throughout Australia, South East Asia, Africa and South America. Bruce
is an active member of PESA and the Australian Society of Exploration Geophysicists.
Bruce is currently a non-executive director of AGL Energy Limited and non-executive Chairman of Platinum Capital Limited. He was formerly a non-executive director of Sunshine Gas Limited.
Bruce was founder and Managing Director of AWE, he retired as Managing Director on 31 August 2007 and was appointed as a non-executive director on 19 November 2009. He is a member of the People Committee.
Bruce F. W. Clement, Managing Director, BSc, Beng (Hons), MBA
Bruce Clement has 30 years of oil and gas industry experience, including banking sector exposure, having held engineering and project management, commercial and supervisory roles with Exxon Corporation and Ampolex Limited, before joining AIDC Limited (Australian resource bank). Bruce joined ROC Oil Limited in 1997 and held the positions of Commercial Manager, Company Secretary and Chief Financial Officer, and Chief Operating Officer before being appointed Chief Executive Officer in 2008.
Bruce was appointed Managing Director of AWE on 1 February 2011.
David I. McEvoy, Independent Non-Executive Director, BSc (Physics), Grad Dip (Geophysics)
David McEvoy has a petroleum geoscience background with almost 40 years experience in international exploration and development. He has held several senior executive positions in affiliates of ExxonMobil, most recently Vice President, Business Development in ExxonMobil Exploration Company from 1997 to 2002.
David is currently a non-executive director of Woodside Petroleum Ltd, Po Valley Energy Ltd and ACER Energy Limited (formerly Innamincka Petroleum Ltd).
David was appointed a non-executive director of AWE on 22 June 2006. He is a member of the Audit and Governance Committee and Chairman of the Sustainability Committee.
Andy J. Hogendijk, Independent Non-Executive Director, AAUQ, FCPA, FAICD
Andy Hogendijk has had an extensive senior financial management career with Suncorp Metway, Commonwealth Bank and the John Fairfax Group and roles with Shell Company of Australia and Australian Paper Manufacturers.
Andy is a fellow of CPA Australia and is a non-executive director of Magellan Flagship Fund Limited. He was formerly Chairman of Gloucester Coal Limited and a non-executive director of Aditya Birla Minerals Limited. He was appointed as a non-executive director of AWE on 4 October 2007 and is Chairman of the Audit and Governance Committee and a member of the People Committee.
Ken G. Williams, Independent Non-Executive Director, BEC (Hons)
Ken Williams has over 20 years operational experience in corporate finance with an emphasis on treasury and financial risk management as well as diverse experience in mergers, acquisitions, divestments and corporate reconstructions. During his executive career he has worked for significant Australian enterprises including Renison Goldfields, Qantas, Normandy Mining and Newmont Australia.
Ken has an Honours degree in Economics and a Masters of Applied Finance and is a member of the Australian Institute of Company Directors. Ken is a non-executive director of Havilah Resources NL, Curnamona Energy Limited and Geothermal Resources Limited.
He was appointed as a non-executive director of AWE on 26 August 2009 and is a member of the Audit and Governance Committee and is Chairman of the People Committee.
Nicholas N. Jukes, Independent Non-Executive Director
Nick Jukes is a civil engineer with 30 years experience in the engineering, construction and mining sectors and was formerly a senior executive with Thiess Pty Ltd.
He is a fellow of the Institute of Engineers Australia. During his career with
Thiess Pty Ltd and BHP Billiton Limited, he was actively involved in the planning, development, construction and operations of major coal and metalliferours projects throughout Australia and South East Asia. He is currently Managing Director of Sedgman Limited and was formerly a non-executive director of Australasian Resources Limited.
Nicholas was appointed a non-executive director of AWE on 24 August 2011 and is a member of the Sustainability Committee.
Vijoleta Braach-Maksvytis, Independent Non-Executive Director, BSc PhD MAICD
Dr Vijoleta Braach-Maksvytis is an innovation strategist with more than 20 years experience in organisational change, formation of cross-sectoral and global partnerships, the commercialisation of technology, and intellectual property strategy. Previous roles include Head of the Office of the Chief Scientist of Australia, Senior Executive and Director Global Development for CSIRO, and most recently, Deputy Vice Chancellor Innovation and Development at the University of Melbourne, and she is currently an advisor in the area of social innovation.
Dr Vijoleta Braach-Maksvytis is a Member of the Australian Federal Government’s Green Car Innovation Fund Committee, on the advisory board of the Intellectual Property Research Institute of Australia, and is also a member of other public interest boards. She is currently a non-executive director of Orbital Corporation Limited.
Vijoleta was appointed a non-executive director of AWE on 7 October 2011 and is a member of the People Committee and the Sustainability Committee.
Directors of the Company who resigned during the financial year are listed below:
Bruce G. McKay, Independent Non-Executive Chairman, BSc (Hons) Geol, FIEAust, FAICD
Bruce McKay is a geologist with almost 40 years experience in professional, management and executive roles in the upstream oil and gas industry.
Bruce is an Honorary Life Member of APPEA, a member of PESA and the American Association of Petroleum Geologists, a Fellow of the Institution of Engineers Australia and a Fellow of the Australian Institute of Company Directors. He is the non-executive Chairman of KUTh Energy Limited, Epic Energy Holdings Pty Ltd and Digitalcore Pty Ltd and an executive coach with the Stephenson Mansell Group.
Bruce was appointed Chairman of the Board of AWE on 19 March 1997. He was Chairman of the Remuneration Committee and was a member of the Sustainability Committee.
Bruce retired as a director on 18 November 2010.
Bruce J. W. Wood, Managing Director, BE (Hons) Mining
Bruce Wood is a petroleum engineer with over 30 years of technical, commercial and management experience in the upstream oil and gas industry. In addition to extensive experience in Australia, he has also lived and worked in Holland, France, the United States of America and Central America.
Prior to joining AWE, Bruce was the General Manager and a director of Delhi Petroleum Pty Ltd.
Bruce was appointed executive director of AWE on 11 April 2007 and retired as Managing Director on 31 January 2011.
Company Secretary
Neville Kelly – Chief Financial Officer and Company Secretary, BCom (Merit), CPA
Neville Kelly is an accountant with 29 years commercial experience including over 20 years in the upstream sector of the Australian oil and gas industry, including 12 years experience with Bridge Oil Limited. Neville is also the Chief Financial Officer of AWE and joined the Company on its public listing in 1997. He is responsible for all aspects of AWE’s financial, accounting and secretarial operations.
Neville was appointed to the position of Company Secretary in October 1999.
Directors’ meetings
The number of directors’ meetings (including meetings of committees of directors) and the number of meetings attended by each of the directors of the Company during the financial year were:
Remuneration Report
The Remuneration Report is set out on pages 33 to 42 and forms part of the Directors’ Report for the financial year ended 30 June 2011.
Corporate Governance Statement
Details of the Company’s corporate governance practices are included in the Corporate Governance Statement that is set out on pages 43 to 48 and forms part of the Directors’ Report for the financial year ended 30 June 2011.
Principal Activities
The principal activities of the consolidated entity during the course of the financial year included:
- exploration for oil and gas;
- appraisal and development of oil and gas properties; and
- production and sale of oil, gas and condensate.
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