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.

significant TOPIC

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 approach¹

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

Refer to our corporate governance and policies page

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.

This section refers to current intentions, plans or stated targets (where applicable). It also outlines information regarding our Management System and relevant processes and procedures. Where we refer to our activities without reference to a previous calendar year or using present tense, the relevant content may be updated from time to time at our discretion but no reliance should be placed by the reader on this page being up-to-date. We also recommend checking our Announcements page regarding our most recent business activities.

Our performance¹

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.

2023 Annual Report

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 2023, comprised seven independent, non-executive directors. Key activities of the Sustainability Committee in 2023 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.

This section refers to our performance within a specific time period. Please note that the relevant year, where the activity applies, is stated where appropriate. Where we refer to our activities without reference to a previous calendar year or using present tense, the relevant content may be updated from time to time at our discretion but no reliance should be placed by the reader on this page being up-to-date. We also recommend checking our Announcements page regarding our most recent business activities.

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.

Woodside’s approach to preventing and responding to misconduct (which includes sexual harassment, bullying, harassment, discrimination and victimisation) takes into account:

The actionable recommendations of the Enough is Enough report from the Western Australian Government and the Respect@Work report from the Australian Human Rights Commission (AHRC)
Recent changes to relevant legislation at both Australian State and Federal levels
Detailed guidance released by the AHRC in August 2023
Other jurisdiction-specific obligations.

Woodside’s misconduct prevention and response framework is under continuous improvement. Woodside has a multi-disciplinary respectful behaviours working group, Respect@Woodside, which meets regularly to progress initiatives and refine controls to better prevent and respond to inappropriate workplace and work-related behaviours. Woodside personnel leading internal 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.

All allegations, however reported, are assessed and, where appropriate, investigated following the internal investigation framework. Disciplinary actions, up to and including termination of employment or engagement, may be taken when allegations are substantiated.

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 hotline, 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 following the internal investigation framework, overseen by an investigations steering group. 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 2023, 54 investigations were completed (being a combination of investigations in progress prior to 1 January 2023 and new matters received during 2023). With 33 investigations (61%) resulting in substantiated misconduct, disciplinary outcomes led to the removal of 11 contractor personnel and termination of six employees.

All concerns which raised potential misconduct were assessed and either responded to or resolved through the internal investigation process. Concerns were raised via internal and external sources including the whistleblower service, EthicsPoint. Of the 63 reports received through EthicsPoint, 80% were anonymous.

2023 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: Our Corporate Members - TIA (transparency.org.au)

Woodside supports transparency of, and access to, beneficial ownership information. Woodside participated in the Australian Government’s consultation by Treasury in relation to the proposed public beneficial ownership register and remains supportive of the Australian and other governments’ initiatives to improve beneficial ownership transparency.

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 2023 Fraud and Corruption Control Plan 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 2023, no violations of applicable anti-bribery and corruption laws were recorded in connection with our operations.

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 peers¹. 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.

This is based on Woodside’s current approach to reporting and as assessed by several global sustainability rating indices.

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 and attendance by the Vice President Tax at 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 Australian Taxation Office’s (ATO) 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 and the Corporate Tax Association. 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.

Woodside entities

Our Australian taxes are paid by a number of Woodside entities, such as: Woodside Energy Group Limited; the 90% owned ‘Burrup’ entities, Burrup Facilities Company Pty Ltd and Burrup Train 1 Pty Ltd, which support our Pluto Project; Woodside Energy (Bass Strait) Pty Ltd; and Woodside Energy (Australia) Pty Ltd. Find out more in our Tax Data Information Sheet.

Our Tax Data Information Sheet

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 oil and gas projects in Australia), Federal Royalties and Federal Excise. Federal Royalties are levied at 10-12.5% on the wellhead value of petroleum products from the North West Shelf (NWS) project. Federal Excise applies to up to 30% per barrel of crude oil and condensate.

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

Tax payments

We are the largest payer of PRRT and among Australia’s top tax contributors¹.

Since 2011 Woodside has paid more than A$18 billion in Australian taxes, royalties and levies². In this same time period, Woodside has also paid wages to Australian employees which have generated A$4.1 billion in Pay as you go (PAYG) withholding – which goes back into towns, communities and cities all over Australia.

Woodside paid A$4,989 million (A$5.0 billion) in Australian taxes, royalties and levies to the Commonwealth and State governments in 2023, an 85% increase from 2022 and approximately 600% increase from the 2019-2021 periods.

This demonstrates that when Woodside performs well, the State and Federal governments, and more importantly Australian communities, enjoy significant benefits too.

Based on the ATO’s 2021-2022 report of entity tax information which can be located via www.data.gov.au
Includes data relevant to the assets acquired through the merger with BHP’s petroleum business from 1 June 2022.

Did you know? - Since the PRRT has applied, Woodside has paid more than A$20 billion across our merged portfolio.¹

Includes data relevant to the assets acquired through the merger with BHP’s petroleum business both before and from 1 June 2022.

Did you know? - The Woodside operated NWS project has paid A$40 billion in Federal Royalties and Excise since starting production (100% venture).¹

Based on amounts collected by the Australian Government in Federal Budget papers from 1984 to 2023 and other records. The main form of taxation on the NWS project has always been Federal Royalties and Federal Excise but this project is also subject to PRRT.

Australian tax contribution by tax type, over the last 5 years (A$ million)^1,2	2023	2022	2021	2020	2019
Corporate Income Tax	3,521	989	333	473	447
Petroleum Resource Rent Tax	681	720	0	0	0
Federal Royalties	486	534	212	120	189
Federal Excise	148	392	48	33	39
Offshore Petroleum Levy	82	n/a	n/a	n/a	n/a
Payroll Tax	64	60	60	75	57
Fringe Benefits Tax	7	7	5	6	5
Total	4,989	2,702	658	707	737

Includes data relevant to the assets acquired through the merger with BHP's petroleum business from 1 June 2022.
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.

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 2023 Woodside’s effective income tax rate on its reported Australian profits (30.2%) was higher than the 30% corporate income tax rate. Further details are contained in Woodside’s Annual Report 2023.

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

2023 Australian Tax contribution (A$ Million)^1,2

Total

A$4,989

million

1. Includes data relevant to the assets acquired through the merger with BHP’s petroleum business from 1 June 2022. 2. 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.

2023 Global all-in effective tax rate¹

42%

All-in effective tax rate

1. Determined by total tax expense, royalties, excise, levies and other taxes, divided by profit before such taxes, adjusted for exceptional items. The all-in effective tax rate increases to 57% for 2023 with exceptional items included.

Media Release

Australian Taxation Office 2021-22 Report of entity tax information

The ATO’s data release (November 2023) will highlight that Woodside pays income tax and PRRT.

Read our media release

Our foreign taxes

Woodside has activities in several jurisdictions outside of Australia. Our Annual Report 2023 contains a full list of Woodside’s subsidiaries, their country of incorporation and our ownership interest; all subsidiaries are regarded as tax residents in their places of incorporation.

Foreign tax payments

Woodside paid more than US$500 million in foreign corporate taxes, royalties and production entitlements in 2023, as presented in the data table below.

Global tax contribution (US$ million), in 2023^1,2	Taxes ³	Royalties	Production entitlements	Other ⁴	Total
Australia	2,926	325	0	47	3,298
Mexico	1	0	0	0	1
Singapore	22	0	0	0	22
Trinidad and Tobago	0	0	132	0	132
United Kingdom	69	0	0	0	69
United States	65	278	0	11	354
Other ⁵	1	0	0	0	1
Total	3,084	603	132	58	3,877

Includes data relevant to the assets acquired through the merger with BHP’s petroleum business from 1 June 2022.
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.
Includes Corporate Income Tax, PRRT, Federal Excise, the Offshore Petroleum Levy and E&E tax.
Includes other non-extractive related taxes: Payroll Tax and Fringe Benefits Tax.
Includes Corporate Income Tax paid in China, France, Japan, Malaysia, and South Korea.

Woodside publishes annually a report on Payments to Governments. Based on the most recently released report, in 2022, Woodside paid US$2.2 billion to governments around the world. Woodside recognises all businesses are expected to pay their way.

Report on Payments to Governments 2022

As defined by the requirements of the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (DTR) set out in DTR 4.3A

Global effective tax rate

Taking into account the complex mix of taxes applicable to Woodside (in addition to corporate income tax), Woodside’s all-in effective tax rate in respect of its 2023 global profits is approximately 42%¹, compared to 48% in 2022.

Determined by total tax expense, royalties, excise, levies and other taxes, divided by profit before such taxes, adjusted for exceptional items. The global all-in effective tax rate increases to 57% for 2023 with exceptional items included.

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. Following the merger with BHP’s petroleum business, 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 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 applies arm’s length principles to its cross border dealings.

Extractive Industries Transparency Initiative

Improving transparency and governance in the extractive sector is key to enhancing the social and economic benefits for communities that rely on natural resources extraction, while helping to maintain the trust of stakeholders.

The Extractive Industries Transparency Initiative (EITI) is a collaborative effort between governments, corporations and civil society groups committed to promoting transparent and accountable extractive sector management. This is achieved through the implementation of broadly recognised standards. The EITI Standard sets out expectations for the oil, gas and mining industries relating to the public disclosure of taxes, revenues and expenditures, by countries and businesses.

Woodside joined the EITI in 2005 and became an EITI Supporting Company in 2008. We are an active member in Senegal, Timor-Leste and Trinidad and Tobago multi-stakeholder groups.

In 2023, EITI undertook a review of member companies’ adherence to expectations for EITI supporting companies. The review found that Woodside fully met eight of the nine expectations, and partially met one expectation relating to beneficial ownership transparency. For more information on beneficial ownership please refer to the Fraud, anti-bribery and corruption sections of our sustainability disclosures.

Political contributions

In jurisdictions where we are active, Woodside regularly engages with various levels of government to contribute to policy making and inform decision-making. We do not donate campaign funds to political parties or candidates for public office in any jurisdiction.

In Australia, Woodside pays to attend business engagement events organised by major political parties at Federal level and in the State of Western Australia. Annually, the Board considers and approves our approach to participating in these events. In addition, these contributions are reported publicly through the Australian Electoral Commission’s annual financial disclosure process, with reported payments for the financial year 2022-2023 totalling A$97,550.

Woodside does not make contributions or donations to any political organisation or party outside of Australia. This approach continues to be applied to our expanded portfolio.

In October 2023, a referendum was held on a proposal to alter the Australian Constitution to recognise First Nations people by establishing an Aboriginal and Torres Strait Islander Voice (Referendum).

As reported to the Australian Electoral Commission, Woodside’s total reportable payments to the Referendum campaign is A$2,182,500, consisting of three donations:

Australians for Indigenous Constitutional Recognition A$2,000,000
Kimberley Land Council A$100,000
Yamatji Marlpa Aboriginal Corporation A$82,500.

All 2023 Referendum disclosure returns (donor and recipient) will be made publicly available on the Australian Electoral Commission’s online Transparency Register on 1 April 2024.

First Nations cultural heritage and engagement page

Woodside made donations to Referendum activities that were aligned with Our Values, the principles set out within our 2021-2025 Reconciliation Action Plan and our First Nations Communities Policy. Our donations supported organisations to disseminate information and advocate in favour of formalising a pathway for Indigenous Australians to share their views on policies that impact them. Woodside’s contribution aligns with our support for the Uluru Statement of the Heart, which called for the establishment of an Indigenous voice to Parliament, agreement making and truth-telling. These contributions are expected to be published on the Australian Electoral Commission’s online Transparency Register.

Industry associations

Woodside maintains a range of memberships with industry associations that support our global business objectives. Memberships provide value through the development of technical standards, sharing of best practice, providing a forum for discussions on a range of business related topics and advocating on key policy issues.

We annually review our internal industry association register to check that all information it contains is relevant and accurate. This also allows us to review our internal process of assessing, approving and monitoring our memberships.

Industry Association Review Alignment on Climate

Our 2023 industry association review focused on updating our internal database, our governance processes, and conducting a deeper analysis of selected associations based on their degree of influence regarding climate advocacy and potential for misalignment. No organisations reviewed were found to be misaligned with Woodside’s climate approach.

In Q1 2024, we published an updated public summary of our Industry Association Review Alignment on Climate.

Regulatory compliance

We operate in a complex regulatory landscape, with business activities spanning 58 jurisdictions globally. Across these jurisdictions, active monitoring for legislation change relevant to our business activities is undertaken.

In 2023, 73 occurrences were assessed against our non-compliance event classification framework as a potential or actual non-compliance, of which 16 involved regulator notifications. No substantial financial penalties or sanctions with a detrimental impact to our activities have been incurred. The number of reported non-compliance events is higher of that reported in 2022, this is due to regulatory compliance integration activities that took place in 2023.