Governance 7-10

Management Responsibility

Chief Executive Officer (CEO) and Managing Director: Accountable for integrating sustainability, including climate and nature-related risk and opportunity management into Group strategy.

Chief Investment Officer (CIO): Reporting to the CEO, is responsible for the corporate sustainability function and chairs the Investment Committee (IC) and Sustainability Steering Committee (SSC).

Management Committees

The Sustainability Steering Committee (SSC): Oversees climate disclosures, metrics, goals, and the implementation of some sustainability initiatives. In 2025, it was supported by a Sustainability Reporting Working Group.

The Investment Committee (IC): Reviews investment proposals, which includes considering sustainability risks and opportunities to support strategic alignment and integration into capital allocation (where appropriate).

Controls and Procedures

Business unit managers & Staff: Responsible for implementing sustainability policies, leading risk-register reviews and escalating material issues to the Executive Team.

Asset-level sustainability KPIs are embedded into the performance objectives of a range of functions across the business, including asset management leaders.

Cross-functional governance committees (including representatives from finance, sustainability, risk, compliance and legal) review performance, emerging issues and control efficiencies.

Management's role

The Group Executive Committee (GEC) is responsible for the management and execution of the Group's strategic priorities, including managing climate-related risks and opportunities, and overseeing the execution of QBE's sustainability strategy and commitments.

Individual responsibilities

Group Chief Executive Officer (CEO) - Has overall responsibility for overseeing and managing climate-related risks and opportunities, with specific responsibilities delegated to members of the GEC as set out below.

Group Executive, Corporate Affairs and Sustainability - Responsible for developing, maintaining and monitoring the implementation of the Group's sustainability strategy, and for the implementation of mandatory climate reporting requirements in accordance with Australian Sustainability Reporting Standards, as well as for sustainability-related disclosures across the Group's reporting suite. Chairs the E&S Subcommittee.

Group Chief Financial Officer (CFO) - Responsible for the consideration of climate-related risks and opportunities in business planning, investment and capital deployment decisions, as well as reporting on climate-related matters in the Group's Annual Report in compliance with Australian Sustainability Reporting Standards.

Group Chief Risk Officer (CRO) - Responsible for evaluating the effectiveness and adequacy of the identification and management of risks across the Group, including those arising from climate change. Chairs the Executive Risk Committee.

Group Chief Underwriting Officer (CUO) - Responsible for the Group's underwriting and reinsurance strategy and governance, including the identification and consideration of climate-related risks and opportunities and the execution of portfolio optimisation initiatives in response to those risks and opportunities.

Supporting committees

Environmental and Social (E&S) Subcommittee - Supports executive decision making related to progressing the sustainability strategy and initiatives and targets in the Sustainability Scorecard, including climate-related commitments. Chair: Group Executive, Corporate Affairs and Sustainability

Executive Risk Committee (ERC) - Oversees the integration of ESG risk into the Group's risk management framework. Responsibilities include the review of key enterprise risks and oversight of management strategies and treatment plans. Chair: Group Chief Risk Officer

Group Underwriting Committee (GUC) - Supports the GEC in the development, implementation and review of the Group's underwriting and reinsurance strategy, business plan and underwriting governance, including consideration of relevant climate-related risks and opportunities. Chair: Group Chief Underwriting Officer

Controls and procedures

Management's oversight of the Group's climate-related matters is supported by the use of controls and procedures, including in relation to the identification of risks and opportunities, monitoring of progress against targets, scenario analysis and the measurement of reported metrics such as greenhouse gas (GHG) emissions. Integration of these processes into QBE's business and enabling functions is supported by regular monitoring and reporting coordinated by the Group Sustainability function to the relevant governance committees.

Sustainability Steering Committee - Supports the execution of QBE's sustainability strategy and reporting, and oversight of ESG (including climate-related) risks. Provides input and makes recommendations to the E&S GEC Subcommittee and ERC on matters including climate strategy and performance, scenario analysis, sustainability reporting, and related policies. Also oversees the design and delivery of the Sustainability Reporting Programme, including oversight of disclosures prepared in accordance with Australian Sustainability Reporting Standards.

Management's role in climate oversight

Chief Executive and Executive Committee

The Chief Executive is responsible for delivering the CAP, as approved by the Board, with the Executive Committee supporting this role. The Executive Committee receives a quarterly decarbonisation progress report which includes updates on abatement projects and other areas of our CAP.

Risk management, portfolio reviews, capital investments, annual financial planning and our approach to government engagement are integrated into our approach to climate change and emissions targets.

Energy and Climate team

Since 2022, we have managed delivery of our CAP through a central team, Rio Tinto Energy & Climate (RTEC). This team, led by the Chief Decarbonisation Officer who reports to the Chief Safety & Technical Officer, has been accountable for all aspects of the CAP.

The RTEC team has been structured around the main areas of our abatement work that drive decarbonisation across our operations, including a dedicated Nature-based Solutions team.

Decarbonisation Office (DO)

A Decarbonisation Office (DO) supports this work by:

• Monitoring and forecasting GHG emissions
• Tracking investment decisions
• Coordinating our approach to physical climate risks
• Engaging on climate-related policies, regulation and reporting
• Preparing the quarterly decarbonisation progress report for the Executive Committee

Investment Committee

The Investment Committee reviews and approves the Group's capital allocation in relation to high-cost projects and climate change research and development.

Rio Tinto Commercial

Rio Tinto Commercial continues to lead our approach to Scope 3 emissions, given its responsibility for procurement, shipping and customer engagement. Updates on Scope 3 emissions abatement projects are included in the quarterly decarbonisation report prepared by the DO.

Evolving structure

As part of the evolution of our strategy and operating model, we are transitioning delivery of decarbonisation projects to our product groups and assets. This shift reflects a move to embed delivery more directly within our operational structure. Central oversight will continue for emissions reductions tracking and investment strategy review, ensuring alignment with our overall climate objectives.

Remuneration alignment

Our Chief Executive's performance objectives in the STIP include delivery of the Group's strategy on climate change. These are cascaded down into the annual objectives of relevant members of the Executive Committee, including the Chief Safety & Technical Officer, and other members of senior management.

The Managing Director and CEO reports to the Board and is responsible for delivering the strategy and goals approved by the Board. These include accountability for outcomes of sustainability-related goals approved by the Board. The Managing Director and CEO is supported by the Executive Leadership Team. Santos' governance processes include meetings across a range of business groups. This includes meetings of the Executive Leadership Team to require conformance with the Santos Management System (SMS) and to track delivery against plans and goals as well as the effectiveness of controls and processes pertaining to sustainability-related activities.

Management's role

Executive leadership

Each year the Board sets financial and non-financial performance measures for the Group to drive strategic priorities. In line with these measures, the executive leadership team sets performance measures aligned with being a responsible and sustainable business.

The executive leadership team oversees the execution of the Group's climate‑related strategy, which includes monitoring and managing CRROs. The team considers emerging sustainability topics and monitors progress against performance measures.

Executive Risk Management Committee

The Executive Risk Management Committee (ERMC) supports the Board and the RSC in oversight of management and monitoring of material business risks. Membership of the ERMC comprises the Chief Executive Officer (CEO) and senior executive team.

Additional controls and risk oversight are provided by executive working groups.

The ERMC typically meets prior to each RSC meeting.

Executive ASRS Steering Committee

An Executive ASRS Steering Committee was established in 2024 to support the Board and Board Committees in the implementation of AASB S2. The Executive ASRS Steering Committee is comprised of directors and senior leaders from across the business. The Chief Financial Officer (CFO) chairs the Executive ASRS Steering Committee.

The Executive ASRS Steering Committee met eight times during the year and provided updates on the implementation of ASRS to the ERMC.

The CFO attends Board meetings and every meeting of the AFC and RSC, and reports on actions and recommendations of the Executive ASRS Steering Committee.

The Executive ASRS Steering Committee will be replaced by a Climate Committee as of March 2026. The Climate Committee will continue to oversee the implementation of ASRS, including monitoring CRROs.

Embedding environment and sustainability expertise within the business

Operational and specialist teams support the management of CRROs across the business. These teams monitor risks in line with the process described in Mitigating and monitoring CRROs on page 95.

The Executive ASRS Steering Committee is supported by subject matter experts with expertise across key areas including: Environment, Operations, Sustainability, Finance, Risk and Legal.

CEO responsibility

The Chief Executive Officer (CEO) is responsible for managing the Company and its business within levels of authority specified by the Board. A delegation of authority framework outlines matters that are delegated to the CEO and other members of senior management. The CEO may delegate aspects of his authority and power to the management team but remains accountable to the Board for the Company's performance. The CEO reports to the Board at regular Board meetings.

Executive Leadership Team and senior management

The Executive Leadership Team (ELT) and senior management are central in implementing the Company's governance framework. Their responsibilities also include implementing and monitoring controls and risk management procedures, managing climate-related risks, opportunities, targets and strategies and tracking progress against those strategies. Members of the ELT and senior management form various forums and decision-making bodies to oversee these responsibilities.

Controls and procedures

Controls and procedures for measuring the Group's GHG emissions and tracking progress against climate strategies are embedded with the ERM Framework and integrated across the business.

Internal functions and reporting

Various internal functions are responsible for the day-to-day management of climate-related risks and opportunities. These functions include customer-facing, operational and strategically focused teams including Strategy, Sustainability, Decarbonisation and Future Fuels, Carbon Solutions, Legal, Finance, Procurement, and Supply and Technical teams.

The Sustainability team is responsible for the continual update of the Company's climate-related risk and opportunity register, with input from subject matter experts throughout the business. Additional oversight of the register is facilitated by the CEO, Chief Financial Officer (CFO), and the Chief Strategy Officer.

Management accountabilities

The CEO is responsible for the management of Woodside's business activities, including implementation of the Sustainability Plan, and reports directly to the Board and Chair. 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-related 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.

Controls and procedures

The strategic nature of sustainability-related topics means that many different groups (including amongst others Climate and Sustainability, Finance, Governance and Risk and Compliance and Operations) have a role to play in the delivery of sustainability-related performance. Activities include: • incorporating sustainability-related considerations, in particular climate and the energy transition, into development of company strategy • setting budgets, a capital allocation framework and investment decision-making processes that include the consideration of sustainability-related factors • preparing a sustainability plan and recommending actions, targets and metrics • consideration of identified material climate-related risks and opportunities (and integration within the risk management process) • monitoring and updating the Board and Executive Leadership Team on the Sustainability Plan and related internal and external developments • designing company-wide processes to assist business delivery, such as integrated emissions accounting and forecasting, technical company minimum standards, and asset decarbonisation plans • building a portfolio of carbon credits which is subject to integrity due diligence • liaising with debt and equity investors, including on sustainability-related matters.

To support effective decision-making and accountability in delivering the P4 Change 4 Tomorrow Sustainability Strategy, and to meet good governance standards, our Yancoal Sustainability Governance Framework delineates the roles, responsibilities and accountabilities of key business stakeholders across the organisation.

Each of the P4 pillars has an assigned Executive Sponsor, with representatives from relevant functional areas to support its implementation. Together, these sponsors and representatives form part of the SWG. The Sustainability Governance Framework is intended to strengthen how sustainability-matters inform strategic planning, operational decision-making and performance monitoring.

The SWG supports Yancoal to integrate strategic sustainability priorities into core operations, and to develop, implement and monitor sustainability initiatives. The SWG meets quarterly and is comprised of representatives from various departments and levels within Yancoal.