Sustainability governance

The Board oversees and considers recommendations from the Sustainability Committee on the Company’s policy and performance in relation to health, safety, process safety, the environment, climate change, human rights, heritage and land access, security and emergency management and community relations.

This includes approving relevant sustainability-related targets, monitoring performance against them, and approving recommendations from the Human Resources & Compensation Committee about the inclusion of sustainability-related metrics in executive remuneration.

The non-executive Directors contribute diverse operational and international experience, an understanding of the industry in which Woodside operates, knowledge of financial markets, decarbonisation technologies and strategies, and an understanding of the health, safety, environmental, community and other sustainability-related matters that are important to Woodside. The Board supplements its sustainability awareness by seeking the input of executives, external advisers and specialists to further inform its decisions.

Changes to the membership of Woodside’s Board of Directors are part of the continuous review of Board skills and composition. Changes are intended to enhance Woodside’s Board and Committees so that they are best placed to support Woodside’s global operations and strategic growth opportunities through the energy transition. Further information on Board skills and composition is included in the Corporate Governance Statement of the 2024 Annual Report.

The competencies and skills of the Directors are set out in the competencies matrix set out in the Corporate Governance Statement. The Director competencies matrix includes energy transition and climate-related components to reflect the increasing importance of these issues to Woodside’s operations. The Board uses this competencies matrix to assess the skills and experience of each Director and the combined capabilities of the Board, to identify potential areas of focus for Director recruitment and to identify any professional development opportunities that may benefit Directors.

The Board has four standing committees to assist in the discharge of its responsibilities, including on sustainability-related matters.

The Sustainability Committee’s responsibilities include reviewing, and making recommendations to the Board on the Company’s policy and performance in relation to sustainability-related matters. This includes oversight of material sustainability-related risks and opportunities; reviewing and monitoring compliance with applicable sustainability-related laws and regulations; and reviewing and recommending to the Board for approval material public sustainability-related targets and monitoring progress against those targets.

The Audit & Risk Committee assists the Board to meet its oversight responsibilities in relation to the company’s financial reporting, compliance with legal and regulatory requirements, internal control structure, risk management and insurance procedures and the internal and external audit functions. Given the importance of sustainability-related risks and opportunities to Woodside, and potential implications relating to financial reporting, they are considered by the Audit & Risk Committee during the review of the Company’s risk management framework. The Committee also considers the inclusion of sustainability-related risks within Woodside’s internal audit program and the appropriateness of disclosures on climate-related risk within the consolidated Financial Statements.

The Nominations & Governance Committee assists the Board with reviewing Board composition, performance and succession planning. This includes identifying, evaluating and recommending candidates for the Board, taking into account the factors set out in the Director competencies matrix included in the 2024 Annual Report. The Human Resources & Compensation Committee assists the Board with establishing human resources and compensation policies and practices. Performance based remuneration for the CEO, senior leadership team and all other permanent employees include metrics related to climate and health and safety.

A structured calendar provides the Board and its relevant committees with regular scheduled updates on the four material topics and other sustainability topics as appropriate. Information is presented by management, external advisers or third party specialists where appropriate.

Executive remuneration is an important tool to reward management performance in line with company priorities, including sustainability.

In 2024, safety and climate metrics were each a distinct component of Company Scorecard impacting Variable Annual Reward. Safety metrics make up 15% of the total scorecard to ensure a focus on our aim to prevent all injuries and the critical importance of effective process safety management and leadership to avoid major accident and environmental events.

Climate metrics make up 15% of the total scorecard, this is based on gross Scope 1 and 2 GHG emissions performance and on new energy project progress.^1,2 Individual Key Performance Indicators (KPIs) may also be added to Executive Performance Agreements in accordance with their roles and responsibilities.

The Chief Executive Officer and Managing Director (CEO) is responsible for the implementation of strategy, including the Sustainability Strategy and Plan, and reports directly to the Board.

The CEO is supported by the Executive Leadership Team. The position of Executive Vice President Sustainability, Policy and External Affairs reports directly to the CEO and is a member of the Executive Leadership Team.

The Executive Leadership Team is informed about and monitors progress on sustainability matters by senior leaders through channels such as presentations and papers to the Executive Leadership Team, and by distribution of Board papers and other periodic updates.

The strategic nature of sustainability-related topics means that many different groups have a role to play in the delivery of sustainability-related performance.

Woodside management supplements its knowledge and expertise by joining and/or engaging with external organisations. This helps to ensure that management is aware of emerging trends and developments, including in jurisdictions where we do not have a direct operational footprint, and can learn from the experience of others.

In 2024, Woodside engaged with organisations including Ipieca, the global oil and gas association dedicated to advancing environmental and social performance across the energy transition, including its Climate Change, Social, and Environment committees. Woodside is also a member of the International Association of Oil & Gas Producers (IOGP). Woodside participates in IOGP’s standing committees and expert working groups, and utilises industry accepted metrics and standards where possible, particularly in the areas of health and safety, which enables sharing of best practice and benchmarking.

We are also members of a number of other Australian and international industry associations and organisations.