Governance 5-6

Board Oversight

The GPT Board is accountable to securityholders for GPT's performance and is responsible for overall governance, including setting strategic objectives and risk appetite. This includes reviewing and approving sustainability-related goals, metrics, and disclosures. The Board receives sustainability reports at least twice annually, with ad hoc briefings as required.

Directors' skills and expertise are periodically reviewed, and they hold a broad range of experience, including in safety, social responsibility and sustainability. Directors also participate in education sessions to maintain up-to-date knowledge of sustainability-related risks and opportunities.

The Board has three standing committees with specific roles relevant to sustainability governance:

• Audit and Risk Committee: Oversees financial reporting, internal controls, assurance programs and the risk management framework, including climate-related risks.
• Human Resources and Remuneration Committee: Oversees remuneration strategy, policies, frameworks and practices.
• Nomination Committee: Maintains the Board skills matrix, which includes sustainability capabilities.

Key Activities in 2025

The Board and Audit and Risk Committee's key sustainability-related activities in 2025 included:

• Received briefings on the Australian Sustainability Reporting Standards and their implications for GPT
• Oversaw GPT's sustainability goal-setting process, monitored progress and received updates on the implementation of strategies to improve outcomes
• Received reports on climate and nature-related matters of significance to GPT's business model and core strategy

The Investment Committee (IC) reviewed sustainability-related risks and opportunities as part of investment proposal assessments. Feedback provided to the IC included physical and transition risk implications for portfolio resilience and capital allocation, as well as biodiversity and cultural heritage risks and related management actions.

Oversight of Target Setting and Progress

The Board oversees the setting of, and progress towards, climate-related targets. As outlined in GPT's 2025 Remuneration Report, accountability for sustainability and climate performance forms part of executive remuneration. Key Management Personnel (KMP), including the CEO and CIO, have a specific sustainability-related key performance indicator (KPI) in the FY25 Group scorecard.

Governance body oversight

The Board is responsible for the oversight of climate-related risks and opportunities that have the potential to impact QBE. The Board also oversees the environmental impact of the Group's activities and operations and sets standards on the Group's environmental responsibilities and practices. The Board is assisted in its oversight by committees composed of a majority of independent directors. The Board and Committees' responsibilities in relation to climate-related risks and opportunities are set out in the Board and Committee charters.

The Board has a skills matrix covering the range of competencies and experience of each director, including sustainability. The matrix is informed by an annual self-assessment by the Directors, who each rate their skills, expertise and experience against the competency areas set out in the matrix.

Risk & Capital Committee - Oversees the effectiveness of the Group's risk management framework and strategies including the consideration of adequacy of awareness, understanding and management of its risks, including climate risk.

Audit Committee - Oversees the effectiveness of the Group's financial and sustainability reporting, including climate-related disclosures.

People & Remuneration Committee - Oversees the remuneration strategy and outcomes for executives and non-executive directors, including the consideration of sustainability-related non-financial measures within incentive plans.

Key matters discussed in 2025

Board - During the year, the Board reviewed and approved QBE's Climate Transition Plan, including QBE's climate ambition and strategies across investments, operations and supply chain, and underwriting. In doing so, the Board considered trade-offs relating to feasibility, timing and potential financial impacts, recognising the need to balance climate objectives with commercial, regulatory and operational considerations, whilst continuing to support QBE's customers. The Board also received quarterly updates on progress against the metrics and targets in the Sustainability Scorecard, and approved the 2030 Sustainability Scorecard which included the targets forming part of the Transition Plan.

Risk & Capital Committee - In 2025, the Risk & Capital Committee considered the risks to QBE associated with climate change, including an outline of the Group's climate scenario analysis and management actions in relation to physical and transition risks.

Audit Committee - Updates were provided during the year on climate reporting developments relevant to the Group and progress on the Group's implementation of AASB S2. Disclosures prepared in accordance with AASB S2 were reviewed by the Audit Committee and recommended to the Board for approval as part of the 2025 Annual Report process.

People & Remuneration Committee - During 2025, the People & Remuneration Committee reviewed and endorsed for Board approval the terms of the 2025 long-term incentive (LTI) plan, including the associated performance conditions. This included the sustainability-related performance measures within this plan. At the end of the financial year, the Committee was provided with an update on progress against performance conditions for the 2024 and 2025 LTI plans, including those linked to sustainability outcomes.

Governance body oversight

The Board has ultimate responsibility for our overall approach to climate change. This includes the oversight of climate-related risks, opportunities, strategy, projects, partnerships, physical resilience, engagement, reporting, and advocacy as per the Schedule of Matters.

Responsibilities and mandate

Climate change and the low-carbon transition present material risks and opportunities for our business, forming a key part of our strategy and sustainability and social licence objectives. The Board approves our overall strategy, policy positions, and climate disclosures within this report, delegating specific responsibilities to committees and the Chief Executive.

Skills and competencies

When considering Board composition, an external consultant is used to support the appointment of new directors. This year we undertook an internal review of Board performance and considered the skills of Directors, including those relating to climate and renewable energy. These skills are reflected in a matrix approved by the Nominations & Governance Committee. We expect our Directors to remain informed and up to date on relevant matters.

Information provision

The Board receives regular updates on climate-related matters through the Monthly Performance Review scorecard, which includes KPIs and a detailed decarbonisation scorecard covering operational emissions, offsets, abatement projects and Scope 3 emissions. During the year, climate is also addressed through other agenda items.

Oversight of strategy and major transactions

Summary of 2025 Board activities: • Approved the Group's strategy and scenarios, including the use of climate scenarios and the impact and opportunities arising from the energy transition. • Approved various projects that support the growth in production of transition materials and our internal decarbonisation objectives. • Updated the Group's operational decarbonisation pathway and associated expenditure. • Engaged with investors and civil society organisations following the publication of our 2025 CAP.

The Board agendas have included climate-related items, such as discussions on repowering options for our Pacific Aluminium Operations. This has included oversight of the Group's emissions reduction pathway and its reliance on securing commercially viable renewable energy contracts for the Boyne and Tomago smelters. The Board balances environmental goals with social and financial considerations.

Target setting and progress oversight

The Board approved the 2025 Climate Action Plan (CAP) and climate-related disclosures in the 2024 Annual Report. In 2022, our shareholders supported our first CAP put forward to them by the Board, in a non-binding advisory vote on our ambitions, emissions targets and actions to achieve them. The 2025 CAP was approved by shareholders at our 2025 AGM.

Performance metrics linked to remuneration: In 2025, 10% of the short-term incentive plan (STIP) and 20% of the long-term incentive plan (LTIP) were weighted towards decarbonisation, including the progress of our carbon abatement projects.

Santos views sustainability as a material strategic area. The Board has ultimate responsibility for the approval and oversight of strategy, including our approach to sustainability. The Board's oversight of sustainability is supported by board committees, including the Safety and Sustainability Committee which meets four times per year (and as determined by the Chair of the Committee). The Committees' cross-memberships support sound communication of sustainability-related matters across the various committees. The Charters for the Board and each Committee formally outline the responsibilities of each body in respect of sustainability (as applicable), including the monitoring and review of risks. The Safety and Sustainability Committee Charter formally outlines responsibilities including oversight of climate-related risks and opportunities.

Board oversight

The role of the Board is to demonstrate leadership, provide strategic oversight and guidance, and oversee the effective management and delivery of the Group's Purpose and Ambition.

The Board also sets the overall risk appetite that provides guidance about tolerances for material risks.

The Board Charter identifies the Board's primary functions and practices adopted to discharge its responsibilities, including in relation to climate-related risks and opportunities (CRROs).

The Board is supported by four standing Committees including the Audit and Finance Committee (AFC) and the Risk and Sustainability Committee (RSC). These two Committees have primary oversight of sustainability reporting and management of CRROs, the AFC from an assurance perspective and the RSC from a Group sustainability strategy and risk management perspective.

The Board, the RSC and the AFC are supported by the Executive Risk Management Committee (ERMC), executive leadership team and a dedicated risk function to promote understanding and management of risks, including CRROs, across all teams.

During the year the Board, the RSC and the AFC were focused on implementing AASB S2, and integrating the management of CRROs and reporting requirements into operations, financial reporting, Board oversight and governance processes.

Committee responsibilities

Matters considered by the RSC include: AASB S2 requirements and implementation, CRROs identification and prioritisation, climate scenario analysis, the Group's strategic climate ambition, greenhouse gas emissions, and the Sustainability Report. The RSC met four times during the year where climate and broader sustainability-related matters were considered.

Matters considered by the AFC include: ASRS requirements and implementation, ASRS materiality and the Sustainability Report. The AFC met four times during the year. At two meetings, the ASRS implementation plan was considered, and at one meeting an external presentation on ASRS reporting requirements was presented, at which all Directors were in attendance.

All Board members have a standing invitation to attend Committee meetings. The Chair of the Board attends all Committee meetings.

The Chair of each Committee reports to the Board on matters dealt with at preceding Committee meetings. The Board also receives copies of all Committee papers and Committee meeting minutes. This enables all Directors to have oversight and the opportunity to discuss matters being considered by the Committees.

Board meeting frequency and climate oversight

The Board met nine times in 2025. At six meetings directors received updates about responsible business activities including environmental operating performance and progress towards net zero (scope 1 and 2) emissions.

The Group is exposed to a range of strategic, operational, financial and compliance risks. The management and reporting of CRROs has been incorporated into the Group's risk management processes and includes how CRROs are considered in the Board's oversight of strategy and decision making on major transactions and risk management processes, as well as setting targets relating to CRROs.

Board skills and education

The Board is equipped to oversee CRROs with varied skills and experience from strategy to risk management, operational expertise in running large businesses, financial decision making and leadership skills.

All Directors have advanced or proficient skills in risk management and have advanced or proficient skill levels in environmental matters, including climate change and social matters.

An externally facilitated presentation about mandatory sustainability reporting and implications for Directors was made to the AFC during the year, which all Directors attended. A Board presentation on climate science was also made by an external facilitator.

The Board, supported by the Nomination and Governance Committee, has an ongoing succession planning and renewal program. The Board reviews its membership having regard to the ongoing and evolving needs of the Group and considers factors such as independence, skills, experience and diversity of views.

A Board skills matrix assesses the current skills of Directors and identifies where new or the renewal of skills may be required. The skills matrix also informs the continuing education of the Board. The Board skills matrix can be found on page 37.

Target oversight and remuneration linkage

The Board oversees the setting of, and progress towards, climate-related targets including how performance metrics are linked to remuneration.

The 2025 Group scorecard does not have a specific climate related KPI. This decision does not reflect a decreased focus on climate risk, which remains a key priority for the Group. Rather, the Board considered the substantial progress already made toward the Group's climate targets and the level of stretch currently embedded within those objectives. In this context, the Board determined that other KPIs were more appropriate to drive strategic outcomes for 2025, while continuing to monitor climate-related progress through existing governance structures.

Executive KMPs that have more direct accountability for climate-related deliverables have a greater percentage of their individual scorecard weighted towards climate-related KPIs, noting that any KPIs set extend beyond business as usual responsibilities.

During 2025 the CEO and some executive KMP have been actively involved in the implementation of ASRS, with the CFO as Chair of the executive ASRS Steering Committee.

In aggregate, 1.02% of executive KMP remuneration is linked to climate-related KPIs. This represents the portion of maximum short-term variable remuneration opportunity linked to climate-related measures, expressed as a percentage of total statutory remuneration.

Board oversight

The Board of Viva Energy Group Limited is ultimately responsible for the oversight of climate-related matters, including the review and consideration of the potential impacts of climate-related risks and opportunities on the Company's strategy, how climate-related considerations are integrated into the Company's strategy and risk management systems, and how climate-related risks and opportunities are managed.

Terms of reference and mandates

The Board is responsible for approving and overseeing the Company's strategy and major strategic investment decisions, including the strategy around the transition to new energies and climate-related capital allocations, ensuring that trade-offs between risks and opportunities are carefully evaluated. Climate-related risks and opportunities are embedded within the Company's strategic plan and Enterprise Risk Management (ERM) Framework.

Skills and competencies

The Board aims to have Directors with the appropriate mix of skills, experience, expertise and diversity that are relevant to the Company's businesses and the Board's responsibilities, including the responsibility to monitor, manage and oversee climate-related risks and opportunities. Experience in climate-related risk and opportunities is incorporated into a number of matrix categories, including strategy, risk, industry, capital management, environment and governance. The Board considers that these skills and experience are appropriately represented among its membership.

Information and frequency

To support this oversight, management prepares analysis for Board review that aligns with the Company's strategic direction and ERM Framework and considers the nature of the Company's operations and the material climate-related risks and opportunities. Committee Chairs report to the Board following every Committee meeting. Board briefings during 2025 were delivered by both senior management and external experts, including externally-lead sessions on Australia's energy transition, the requirements on Directors of mandatory climate-related disclosures, and global trends in new energies.

Strategy and major transactions consideration

The Board considers climate-related risks and opportunities when overseeing the Company's strategy and performance against strategic objectives, by taking into account climate scenario analyses and identifying initiatives that support the energy transition, such as investments in renewable energy, low-carbon liquid fuels, and circular economy programs.

Target oversight and remuneration

The Board sets the Company's emissions reduction ambitions and other policies that guide operational decision-making. The Board has access to the meeting minutes of all Committees, which include details of climate-related risks, opportunities and internal controls. Any relevant decisions in relation to the climate-related risks and opportunities, including the setting of climate-related targets and climate-related investment decisions, are ultimately approved by the Board.

Board oversight

The Board oversees and considers recommendations from the Sustainability Committee on the company's policies, performance and reporting in relation to sustainability-related matters including health and safety, process safety, the environment, climate change, human rights, Indigenous Peoples cultural heritage and engagement, security and emergency management and community relations.

The Board approves 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.

Board composition, skills and knowledge

The Non-Executive Directors bring diverse operational and international experience, industry understanding, knowledge of financial markets and decarbonisation technologies and strategies, and insight into health, safety, environmental, community and other sustainability-related matters that are important to Woodside. The Board supplements its sustainability knowledge by seeking the input of executives, external advisers and specialists to further inform its decisions.

The competencies and skills of the Directors are set out in the competencies matrix included in Section 4.1 - Corporate Governance Statement. The Director competencies matrix includes energy transition and climate-related components to reflect the 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.

Board committees

The Sustainability Committee's responsibilities include reviewing, and making recommendations to the Board on the company's policies, performance and reporting in relation to sustainability-related matters. The role of the Sustainability Committee also includes: overseeing (in conjunction with the Audit and Risk Committee, as appropriate) the administration of the processes for identifying, assessing, prioritising, monitoring and managing the company's 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 Sustainability Committee meets at least four times a year.

The Audit & Risk Committee assists the Board to meet its oversight responsibilities in relation to the company's corporate reporting, compliance with legal and regulatory requirements, accounting and sustainability standards, tax matters, internal control structure, risk management procedures, cybersecurity matters and the internal and external audit functions. Given the importance of material sustainability-related risks and opportunities to Woodside, and potential implications relating to financial reporting, the Audit & Risk Committee reviews the Company's risk management framework, with input from management, other committees and external experts as appropriate, to ensure that it adequately deals with contemporary and emerging risks, including material sustainability-related risks (including climate-related risks and opportunities). The Audit & Risk 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.

Sustainability-related Board discussions

A structured calendar provides the Board and its relevant Committees with regular scheduled updates on the four material topics outlined in Section 3.6.1 – Woodside's Sustainability Plan and other sustainability topics as appropriate. Outcomes from committee meetings are communicated to the Board. Information is presented by management as well as external advisers and specialists. Climate change and safety are both separately discussed at every meeting of the Sustainability Committee, or at a Board Meeting during meetings at which the Sustainability Committee does not convene.

Examples of topics considered by the Board and its relevant Committees in 2025 include: • energy markets and the energy transition, including developments in international policy, particularly in the US, European Union and Australia • investor feedback on climate and sustainability topics • the identification of material sustainability topics for 2026 • health and safety matters, including process safety, field leadership and psychosocial factors • performance against net equity Scope 1 and 2 GHG emissions targets and the progress of emissions reduction initiatives • performance against the targets in Woodside's Reconciliation Action Plan (RAP) • the company's obligations under the Australian Sustainability Reporting Standard Climate-related Disclosures Standard S2 (AASB S2), including amongst other matters, the material climate-related risks and opportunities. • updates from the Murujuga Rock Art Monitoring Program and other regulatory and international heritage matters • biodiversity outcomes associated with 2025 plantings at Woodside's Western Australian carbon farms • sustainability ratings agencies assessments of Woodside's sustainability performance • human rights matters, including evolving regulatory regimes and due diligence expectations • information on the cost and feasibility of potential emissions abatement options • developments in the European Carbon Border Adjustment Mechanism and the methane regulation • Woodside's Oil and Gas Methane Partnership 2.0 (OGMP 2.0) Implementation Plan • Woodside's performance against the World Bank's Zero Routine Flaring by 2030 initiative • update on the 30th Conference of the Parties to the United Nations Framework Convention on Climate Change and International Maritime Organization's Net Zero Framework

How the board oversees the setting of, and progress towards, climate-related targets

The Board approves 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.

Performance based remuneration for the CEO, senior leadership team and all other permanent employees include metrics related to climate and health and safety. 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, and are based on gross Scope 1 and 2 GHG emissions performance and on new energy project progress.

Our Board is responsible for our overall corporate governance and leadership, including directing company affairs, setting and monitoring our risk management strategy (including climate-related risks and opportunities), and overseeing the appointment, remuneration and performance of senior executives.

The Board ensures that: the material strategic, operational, financial reporting and compliance risks are identified and evaluated; and risk management, control and reporting systems are in place to identify, assess, manage, monitor and report on these risks.

The Board has ultimate responsibility for the oversight of setting and monitoring Yancoal's risk management strategy (including ESG and climate risks).

The Board's Health, Safety, Environment and Community (HSEC) Committee, which meets at least four times annually, assists the Board with considering, assessing and monitoring whether or not Yancoal has any material exposure to environmental, social and climate change risks, considering climate-related matters and issues, including climate-related risks and opportunities (CRROs) and evaluating and determining the Company's HSEC-related risks and opportunities.

The HSEC Committee monitors the implementation of Yancoal's P4 Change 4 Tomorrow Strategy.

Sustainability Working Group (SWG)

Reporting to the HSEC Committee, the Sustainability Working Group (SWG) supports Yancoal to integrate strategic sustainability priorities into core operations, and to develop, implement and monitor sustainability initiatives. The scope of the SWG includes several climate-related matters such as energy and resource efficiency and emissions abatement (including mitigation and offsets). The SWG meets quarterly and is comprised of representatives from various departments and levels within Yancoal. The SWG reports its activities and progress regularly to the HSEC Committee and other relevant stakeholders.