Corporate governance

We believe that adopting and operating in accordance with high standards of corporate governance is essential for sustainable long-term performance and value creation.

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We believe that adopting and operating in accordance with high standards of corporate governance is essential for sustainable long-term performance and value creation

Woodside is committed to a high level of corporate governance and fostering a culture that values ethical behaviour, integrity and respect.

Our approach

Our approach¹

Our approach to sustainability is incorporated in our Woodside Management System including our policies, procedures, Our Values and Code of Conduct.

Our Values are core to our governance framework which also sets out our mission, vision and strategic direction. Woodside is committed to a high level of corporate governance and fostering a culture that values ethical behaviour, integrity and respect.

Corporate governance and policies

Our performance

Our performance²

Our Board has oversight of our management and business activities. The Sustainability Committee assists the Board to meet its responsibilities in relation to our sustainability policies, expectations and procedures. It reviews and makes recommendations to the Board on our policies, practices and performance on sustainability-related topics.

The Committee oversees the annual publication of the Reconciliation Action Plan report and Modern Slavery Statement, and any changes to sustainability-related Board policies. The Committee, as of 31 December 2024, comprised eight independent, non-executive directors. Key activities of the Sustainability Committee in 2024 are contained in the Corporate Governance Statement.

The Nominations & Governance Committee assists the Board in discharging its responsibilities on matters relating to our corporate governance policies and practices. These principles and practices are reviewed regularly and revised as appropriate to reflect changes in law and developments in corporate governance. The Board Chair also chairs the Committee and all non-executive directors are currently members.

2024 Annual Report

Business ethics

At Woodside, we live Our Values. The Code of Conduct and Working Respectfully Policy underpin our ethical business practices, decision-making and work related interactions. We support those who speak up about behaviours that fall short of expected standards and follow a process of assessment and investigation to address allegations of misconduct. Please see our People and Culture page for more on our Working Respectfully approach.

Everyone who works for Woodside, including directors, officers, executives, managers, supervisors, employees, contractors and service providers, wherever they are located, must comply with the Code of Conduct, as well as all applicable laws.

Code of Conduct

Woodside is committed to a safe, inclusive, and respectful working environment. Code of Conduct training is updated each year with relevant content and case examples to illustrate expected standards of behaviour and the pathways for personnel to speak up.

Woodside personnel (employees, third party contractors and service providers who access Woodside sites or information technology systems) must complete mandatory training on the Code of Conduct every year. Personnel joining Woodside must also complete training on the Code of Conduct as part of their onboarding.

Privacy

Woodside is committed to recognising and respecting the privacy of our employees and stakeholders. Woodside implements a privacy program to ensure that we handle all personal information in line with applicable privacy regulations.

Privacy Statement

Speaking up for a better Woodside

At Woodside, we understand that encouraging all stakeholders to speak up about misconduct supports our detection activities, and our response informs future prevention activities. The Code of Conduct sets out the various ways that personnel can report suspected misconduct. EthicsPoint, our independent whistleblower reporting service, has multi-language and multi-jurisdiction capability and online functionality. Other channels are available, including speaking to human resources team members, line managers or leaders, or a member of the Ethics & Compliance team.

Woodside’s Whistleblower Policy also sets out how people can make protected whistleblower reports under Australian whistleblower laws. Woodside personnel identified as eligible recipients under Australian whistleblower laws are trained in the rights of whistleblowers and their obligations as recipients of protected reports.

Whistleblower Policy

All allegations, however reported, are assessed and, where appropriate, investigated under the internal investigation framework, overseen by an investigations steering group. Woodside personnel leading assessments and investigations have received training in trauma informed investigation principles to support personnel who speak up about misconduct and those who participate in the investigation process.

Disciplinary actions, up to and including termination of employment or engagement, may be taken when allegations are substantiated. The Audit & Risk Committee receives a six-monthly update on misconduct investigations.

In 2024, 43 investigations were completed (being a combination of investigations in progress prior to 1 January 2024 and new matters received during 2024). Of the 43 investigations completed, misconduct findings were substantiated in 27 investigations and resulting disciplinary outcomes led to the removal of five contractor personnel and termination of nine employees.

2024 SUBSTANTIATED TYPES OF MISCONDUCT BY INDIVIDUALS

Total

substantiated misconduct

Fraud, anti-bribery and corruption

Woodside is committed to ethical business conduct and transparency across our global activities. We maintain a zero-tolerance approach to fraud, bribery and corruption and seek, where possible, to positively influence the actions of our stakeholders through ethical business practices and decision-making.

This approach is underpinned by the Anti-Bribery and Corruption Policy, which applies to all directors, officers, employees and contractors providing a service for or on behalf of Woodside. We include comprehensive business ethics obligations in joint venture and supplier contracts.

Anti-Bribery and Corruption Policy

Woodside is a cornerstone corporate member of Transparency International Australia: Our Corporate Members - TIA (transparency.org.au)

Our anti-bribery and corruption (ABC) compliance program includes the requirement for personnel to register and, in some cases, seek pre-approval for the offering and receiving of gifts, entertainment and hospitality to and from counterparties including government officials. The Ethics & Compliance team is responsible for review of these registrations and any approvals, and we report regularly to the Board’s Audit & Risk Committee.

The 2024 Ethics & Compliance Program has been successfully delivered, with highlights including:

Completed annual mandatory refresher training for all required staff
Delivered targeted anti-bribery and corruption face to face training
Performed extensive due diligence support to new venture opportunities
Continued screening and monitoring of potential sanctions exposure
Progressed comprehensive review of our entire ABC compliance framework, to deliver a single, integrated program for Woodside.

During 2024, no material violations of applicable anti-bribery and corruption laws were recorded in connection with our operations.

Political Contributions

Woodside engages with political parties and participates in public policy discussions in jurisdictions in which it operates.

Where appropriate and approved through Woodside’s established governance arrangements, we pay to attend Western Australian and Australian political party business engagement events as part of our participation in public policy debate.

Woodside does not endorse or donate to campaign funds for any political party, politician or candidate for public office in any country.

Woodside’s approach to political contributions is consistent with Australian law and laws applicable through its secondary listing in the United States.

Woodside publishes political contributions through relevant statutory reporting. Australian political financial disclosures are available through the Australian Electoral Commission and the Western Australian Electoral Commission.

Refer to the 2024 Annual Report for Woodside’s political contributions in the 2023/2024 reporting period.

Tax transparency

Our approach to tax

As a global energy company, we have activities in a number of jurisdictions around the world. We comply with the tax laws and regulations applicable to our business; our publicly available Tax Policy makes this clear. In undertaking this commitment we consider the spirit in which the laws and regulations were legislated.

Tax Policy

We believe in paying tax where value is created and applying arm’s length principles to our international related party dealings. We do not support the use of artificial arrangements or the transfer of value to low tax or so-called tax haven jurisdictions. We know that transparency and accountability are core to the interests of our stakeholders. Woodside’s tax transparency has been recognised as being within the leading group of our industry peers.³ In November 2024, the Australian Taxation Office (ATO) singled out Woodside as one of "a number of significant Australian businesses" that has "led the way, embracing voluntary transparency and investing in disclosures over and above agreed requirements"⁴. In Australia, Woodside voluntarily reports under the Board of Taxation’s voluntary Tax Transparency Code. Part A of the recommended disclosures is published in our Annual Report and Part B on our website. Stable tax and fiscal settings are required for businesses in Australia to make the large, long-term investments that support energy security, decarbonisation and economic growth.

Tax governance

Woodside’s Audit & Risk Committee (A&RC) supports the Woodside Board in meeting its oversight responsibilities on tax matters. The A&RC achieves this through regular engagement with the Vice President Tax, which includes presentation to committee meetings and by reviewing policies and practices for managing compliance with tax laws.

An independent internal audit team undertakes periodic testing of the compliance, governance and control frameworks managed by the Woodside tax team.

In Australia, where Woodside is headquartered and has substantial economic activity, we are subject to the ATO's Justified Trust program, designed to assure that companies are paying the right amount of tax.

Woodside contributes to the policy debate on matters that are important to our business – this includes tax. We engage with tax policy setters and administrators in an open and constructive manner, and provide submissions to government and parliamentary requests, reviews and inquiries, including through our memberships with the Australian Energy Producers, the Business Council of Australia, the Corporate Tax Association and the International Tax and Investment Center. Refer to our recent submissions and reports available here.

Our Australian tax payments

The majority of our core producing assets are located in Australia where we generate most of our revenue and therefore pay the majority of our taxes.

As an energy producer in Australia, we are subject to a complex mix of taxes. This includes:

Corporate income tax (30% on overall company taxable profits),
Petroleum resource rent tax (PRRT) (40% on taxable profits of offshore oil and gas projects in Australia),
Federal Royalties (which are levied at 10-12.5% on the wellhead value of petroleum products from the North West Shelf (NWS) project) and
Federal Excise (applies to up to 30% per barrel of crude oil and condensate from the NWS project).

The amount of tax we pay each year is dependent on various factors, including changes to production, operating fields and commodity prices impacting revenues, as well as cost of sales and capital investment impacting expenditures.

From 1 July 2023, Woodside is subject to the new PRRT deductions legislation which was enacted in May 2024. Under this legislation, where LNG projects meet the deduction cap criteria, 10% of the project’s assessable receipts will be subject to PRRT in the year. The new legislation has impacted Woodside’s interest in the Pluto and Wheatstone projects.

Media Release

Australian Taxation Office 2022–23 Report of entity tax information

The latest ATO data release shows Woodside was the fifth-largest tax payer in the country and the number one payer of PRRT.⁵

Read our media release

Since 2011 Woodside has paid more than A$22 billion in Australian taxes, royalties and levies⁶. In this same time period, Woodside has also paid wages to Australian employees which have generated more than A$4 billion in Pay as you go (PAYG) withholding – which goes back into towns, communities and cities all over Australia.

Woodside paid A$4,145 million (A$4.1 billion) in Australian taxes, royalties and levies to the Federal and State governments in 2024, following on from a record A$4,989 million (A$5.0 billion) in 2023. These significant payments demonstrate that when Woodside performs, the Federal and State governments, and more importantly Australian communities, enjoy significant benefits too.

Did you know? Since the PRRT has applied, Woodside has paid more than A$20 billion across our merged portfolio.⁷

Did you know? The Woodside operated NWS project has paid more than A$40 billion in federal royalties and excise since starting production (100% venture).⁸

Australian tax contribution by tax type, over the last 5 years (A$ million)⁹^,¹⁰	2024	2023	2022	2021	2020
Corporate Income Tax	2,868	3,521	989	333	473
Petroleum Resource Rent Tax	662	681	720	0	0
Federal Royalties	347	486	534	212	120
Federal Excise	117	148	392	48	33
Offshore Petroleum Levy	84	82	n/a	n/a	n/a
Payroll Tax	62	64	60	60	75
Fringe Benefits Tax	5	7	7	5	6
Total	4,145	4,989	2,702	658	707

Effective income tax rate

As a large Australian company, Woodside's taxable profits are subject to corporate income tax in Australia at 30%. However, a company’s effective income tax rate will not necessarily be 30% of its reported profit. This is due to differences between tax laws (which govern the calculation of taxable profits) and accounting standards (which govern the calculation of reported profit). In 2024 Woodside’s effective income tax rate on its reported Australian profits was 26.9%. Further details are contained in Woodside’s 2024 Annual Report.

Woodside also has activities in foreign jurisdictions and as a result pays taxes overseas – learn more in the section below, including our global normalised all-in effective tax rate

2024 Australian Tax contribution (A$ Million)¹

Total

A$4,145

million

1. Figures are reported on a cash basis (net of any refunds received, for example, refunds of tax overpaid in prior years) and are round to the nearest million.

2024 Global normalised all-in effective tax rate¹

48%

1. Determined by total tax expense, royalties, excise, levies and other taxes, divided by profit before such taxes, adjusted for one off items. The global all-in effective tax rate decreases to 30% with one-off items included.

Our international taxes

Woodside has activities in several jurisdictions outside of Australia, including the United States, Trinidad and Tobago, Mexico and Senegal. Our Annual Report 2024 contains a full list of Woodside’s subsidiaries, their country of incorporation, tax residency and our ownership interest.

International tax payments

Woodside paid more than US$650 million in international corporate taxes, royalties and production entitlements in 2024 (excludes Australia), as presented in the data table below.

Global tax contribution (US$ million), in 2024¹¹^,¹²	Taxes¹³	Royalties	Production entitlements	Other¹⁴	Total
Australia	2,471	228		42	2,742
United States	106	268		12	386
Trinidad and Tobago	0		118		118
United Kingdom	96				96
Senegal	0		49		49
Singapore	13				13
Other¹⁵	1				1
Total	2,687	496	167	54	3,405

Global tax contribution (US$ million), in 2023¹⁶^,¹²	Taxes¹³	Royalties	Production entitlements	Other¹⁴	Total
Australia	2,912¹⁷	325		47	3,284
United States	65	278		11	354
Trinidad and Tobago	0		132		132
United Kingdom	69				69
Singapore	22				22
Mexico	1				1
Other¹⁸	1				1
Total	3,070	603	132	58	3,863

Woodside publishes annually a report on Payments to Governments.¹⁹ Based on the most recently released report, in 2023, Woodside paid US$3.7 billion to governments around the world. We are steadfast in our belief that governments and local communities should receive a fair return for the finite resources we extract.

Report on Payments to Governments 2023

Global all-in effective tax rate

Taking into account the complex mix of taxes applicable to Woodside (in addition to corporate income tax), Woodside’s normalised global all-in effective tax rate in respect of its 2024 global profits is approximately 48%, compared to 42% in 2023.²⁰

International related party arrangements

Woodside’s Australian and foreign subsidiaries provide services to international related parties in support of business priorities. The services are typically of a supporting nature and are delivered primarily from Australia, our headquarters, or another location where our personnel might be based such as in the United States, China, Singapore and the United Kingdom. The total value of these services is minor when compared to the revenue from our production activities.

Through its close proximity to the customer market, Woodside’s Singaporean office continues to provide integrated marketing, trading and shipping services to enhance the marketability of Woodside’s portfolio. Woodside’s Singapore trading entity purchases crude oil, condensate, LNG and LPG from Australian operations for sale to third party customers. The profits from Australian cargoes are subject to tax in Australia.

Woodside’s Singaporean and United Kingdom offices also provide marketing, trading and shipping services in respect of crude oil produced at the newly completed Sangomar Field Development Phase 1 in Senegal.

In respect of our Atlantic production, Woodside’s US-based trading entity provides marketing services to related parties producing oil and gas in the United States and Trinidad and Tobago.

Woodside’s projects, developments and activities also require funding for capital and operating expenditure. Woodside’s Australian and foreign entities provide funding for expenditure through both debt, short and long term depending on the project requirements, and equity. Woodside considers the investment profile and funding needs of its subsidiaries among other factors before making decisions about providing either debt or equity.

Woodside applies arm’s length principles to its related party, cross-border dealings.