Corporate Governance

The following outlines the principal corporate governance procedures of Range Resources Limited (“Range” or the “Company”).

In fulfilling its obligations and responsibilities to its various stakeholders, the Board has established a corporate governance structure that incorporates comprehensive systems of control as the basis for the proper administration of corporate governance.

ASX Corporate Governance Council Recommendations

The Company endorses the Australian Stock Exchange Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations (“ASX Principles”).

Unless otherwise disclosed, the Company has in place corporate governance practices which comply with the ASX Principles.

The following statement outlines the principal corporate governance procedures of the Company.

Roles of the Board and Management

The Board has a Charter, which clearly establishes the relationship between the Board and management and describes their functions and responsibilities.

The Board is accountable to shareholders for the activities and performance of the Company and has overall responsibility for the Company’s development of the Company’s business, and its corporate governance. However, the Board does not itself manage the business and affairs of the Company.

Responsibility for management of the Company’s business and affairs, within the scope of the framework established by the Board, is delegated to the Managing Director, who is accountable to the Board.

The Board is responsible for setting the strategic direction of the company, establishing goals for management and monitoring the achievement of those goals.

The key responsibilities of the Board include:

• ensuring the Company is properly managed;
• appointing and reviewing the performance of any executive staff;
• developing with management and approving strategy, planning, programs and major capital expenditure;
• arranging for effective budgeting, financial supervision and monitoring of financial performance against the strategic plan and budgets;
• ensuring that appropriate audit arrangements are in place;
• ensuring that effective and appropriate reporting systems in place will, in particular, assure the Board that proper financial, operational, compliance and risk management controls function adequately; and
• reporting to shareholders

Board Structure

The composition of the Board shall be determined in accordance with the following principles and guidelines:

• the Board shall comprise at least three Directors, increasing where additional expertise is considered desirable in certain areas;
• the Board should not comprise a majority of executive Directors; and
• Directors should bring characteristics, which allow a mix of qualifications, skills and experience both nationally and internationally.

The terms and conditions of the appointment and retirement of Directors will be set out in a letter of appointment which covers remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice.

The composition of the Board is reviewed on an ongoing basis to ensure that the Board has an appropriate balance of experience and expertise.

Directors are expected to bring independent views and judgement to the Board’s deliberations. In response to the ASX Principles, the Board Charter recommends that the Board include a majority of non-executive independent Directors, a non-executive independent Chairman and to have different persons filling the roles of Chairman and Chief Executive Officer.

In considering whether a Director is independent, the Board has had regard to the independence criteria in ASX Principle 2 and other facts, information and circumstances that the Board considers relevant.

Meetings of the Board

The Board meets at least four times a year to consider the business of Range, its financial performance and other operational issues.

Retirement and Re-election

The Constitution of the company requires one third of the directors, other than the Managing Director, to retire from office at each Annual General Meeting. Directors who have been appointed by the Board are required to retire from office at the next Annual General Meeting and are not taken into account in determining the number of directors to retire at that Annual General Meeting. Directors cannot hold office for a period in excess of three years or later than the third Annual General Meeting following their appointment without submitting themselves for re-election. Retiring directors are eligible for re-election by shareholders and reappointment is not automatic.

Having regard to these matters, Directors have not been appointed for a specific term.

When a vacancy exists, for whatever reason, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Board will select appropriate candidates with relevant qualifications, skills and experience. External advisers may be used to assist in such a process. The Board will then appoint the most suitable candidate who must stand for election at the next general meeting of shareholders.

Board Performance

The Board reviews and evaluates its own performance and the individual performance of each Director, including the Managing Director. Performance reviews are carried out with the identification and formulation of appropriate performance assessment issues and criteria. Having regard to the current status of the Company and its business and the Board’s composition, the Board believes that this approach to performance evaluation is appropriate rather than seeking to apply predetermined measurable performance indicators.

Directors’ Remuneration

The remuneration of non-executive directors is different to that of executives. Executive directors receive a salary and may receive other benefits.

Non-executive directors receive a set fee per annum in addition to their statutory superannuation entitlements and are fully reimbursed for any out of pocket expenses necessarily incurred in carrying out their duties. When reviewing directors' fees the Board takes into account any changes in the size and scope of the Company’s activities.

The Board will review the remuneration and policies applicable to Non-Executive Directors and the Executive Director on an annual basis. Remuneration levels will be competitively set to attract the most qualified and experienced Directors and senior executives. Where necessary the Board will obtain independent advice on the appropriateness of remuneration packages.

The structure and disclosure of the Company’s remuneration policies for directors and senior executives are set out in the Company’s Annual Report.

Board Access to Information

All directors have unrestricted access to all employees of the group and, subject to the law, access to all company records and information held by group employees and external advisers. The Board receives regular detailed financial and operational reports from senior management to enable it to carry out its duties.

Consistent with ASX Principle 2, each Director may, with the prior written approval of the Chairman, obtain independent professional advice to assist the Director in the proper exercise of powers and discharge of duties as a Director or as a member of a Board Committee. The company will reimburse the Director for the reasonable expense of obtaining that advice.

Board Committees

The Board (where appropriate) may establish a number of committees to assist in carrying out its responsibilities in an effective and efficient manner.

The Board Committees assist the Board in the discharge of its responsibilities and are governed by their respective Charters, as approved by the Board.

Remuneration Committee

A Remuneration Committee reviews and makes recommendations on remuneration policies for the Company including, in particular, those governing the Directors, the Executive Director and senior management; makes recommendations to the Board on the Board’s operation and performance; establishes an induction programme for Directors; and undertakes a performance review of the Chairman at least annually and establishes the goals for the forthcoming year with the Chairman. Given the size of the Company the matters usually considered by the Committee are considered by the Board.

The Board has an Audit and Compliance Committee. The Committee monitors internal control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting, consistent with ASX Principle 4.

The role of the Committee is to provide a direct link between the Board and the external auditors.

It also gives the Board of Directors additional assurance regarding the quality and reliability of financial information prepared for use by the Board in determining policies or for inclusion in financial statements.

The responsibilities of the Audit and Compliance Committee include:

• oversight of the reliability and integrity of the Company’s accounting policies and financial reporting;
• advising the Board on financial reporting and business risks;
• monitoring compliance with regulatory requirements;
• improving the quality of the accounting function;
• reviewing external audit reports to ensure that where major deficiencies or breakdowns in controls or procedures have been identified, appropriate and prompt remedial action is taken by management;
• liaising with external auditors and ensuring that the annual audit and half-year review are conducted in an effective manner; and
• reviewing the performance of the external auditor, his qualifications and independence.

The Audit and Compliance Committee reviews the performance of the external auditors on an annual basis and meets with them at least twice during the year. Nomination of auditors will be at the discretion of the Committee.

Whilst the Board’s role does not comply with ASX recommendation 4.2, the Board believes that the Company’s size and limited scope of operations does not warrant the audit committee function being undertaken outside of the Board structure.

The Board has policies designed to ensure that the Company’s financial statements meet high standards of disclosure and provide the information necessary to understand the Company’s financial performance and position. The policies require that the Executive Director provide to the Board, prior to the Board approving the annual and half-yearly accounts, a written statement that the accounts present a true and fair view, in all material respects, of Range’s financial performance and position and are in accordance with relevant accounting standards, laws and regulations.

Audit Process

As part of the Company’s commitment to safeguarding integrity in financial reporting, Range’s accounts are subject to annual audit by an independent, professional auditor, who also reviews the half-yearly accounts.

Consistent with ASX Principle 6, the Auditor attends and is available to answer questions at the Company’s Annual General Meetings.

Auditor Independence

The Company has implemented procedures and policies to monitor the independence and competence of the Company’s external auditors. Details of the amounts paid for both audit work and non-audit services are set out in the Company’s Annual Report.

The Board requires that adequate hand-over occurs in the year prior to rotation of an audit partner to ensure an efficient and effective audit under the new partner.

Business Risks

Consistent with ASX Principle 7, the Company is committed to the identification, monitoring and management of risks associated with its business activities and has embedded in its management and reporting systems a number of risk management controls. The Executive Director is charged with implementing appropriate risk management systems within the Company.

The Board monitors and receives advice on areas of operational and financial risk, and considers strategies for appropriate risk management arrangements.

Specific areas of risk identified initially and which will be regularly considered at Board meetings include sovereign risk, foreign currency and commodity price fluctuations, performance of activities, human resources, the environment, statutory compliance and continuous disclosure obligations.

As part of the reporting process the Executive Director provides to the Board, prior to the Board approving the annual and half-yearly accounts, assurances from the CEO and CFO (or equivilant) that the declaration provided in accordance with the s295a of the Corporations Act is (as per ASX Recommendation 7.3) founded on a system of risk management and internal compliance and control which implements the Board’s policies and that the Company’s risk management and internal control system is operating efficiently and effectively in all material matters.

Share Trading

Under the Company’s share trading policy, all employees and Directors of the Company and its related companies are prohibited from trading in the Company’s shares or other securities if they are in possession of "inside information". Subject to this condition and in light of the ASX’s continuous disclosure requirements, trading can occur at any time and is not limited to specified windows following the publication of financial results, being 7 days before and 1 day after the publication of the Company's Annual, Half-yearly and Quarterly Reports.

In addition, in order to trade, Directors of the Company must advise the Company Secretary of their intention to trade and must also have been advised by the Company Secretary that there is no known reason to preclude them trading in the Company’s shares or other securities.

Continuous Disclosure

The Company understands and respects that timely disclosure of price sensitive information is central to the efficient operation of the Australian Stock Exchange’s securities market and has adopted a comprehensive policy covering announcements to the Australian Stock Exchange, prevention of selective or inadvertent disclosure, conduct of investor and analysts briefings, media communications, commenting on expected earnings, communications black-out periods and review of briefings and communications. The policy is reviewed periodically and updated as required.

The Company Secretary has responsibility for overseeing and coordinating disclosure of information to the Australian Stock Exchange. The Company Secretary also liaises with the Executive Director in relation to continuous disclosure matters. The Executive Director is responsible for overseeing and coordinating disclosure of information to analysts, brokers and shareholders.

Code of Conduct

The Board has adopted a Code of Conduct to establish and encourage observance by the Company’s Directors, executives and employees of standards of ethical and responsible decision making and behaviour, and to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

In addition, all reports and releases made by Range throughout the year with respect to its activities are distributed widely via the Australian Stock Exchange and on the Company’s website.

Communications with Shareholders

The Board aims to ensure that shareholders are kept informed of all major developments affecting Range. Information is communicated to shareholders through the distribution of annual reports and by presentation to shareholders at the Annual General Meeting, which they are encouraged to attend.