Woodside Petroleum Ltd|  Governance 75
Indemnification and insurance
of directors and officers
The company’s constitution requires the
company to indemnify each director,
secretary, executive ocer or employee
of the company or its wholly owned
subsidiaries against liabilities (to the
extent the company is not precluded by
law from doing so) incurred in or arising
out of the conduct of the business of the
company or the discharge of the duties
of any such person. The company has
entered into deeds of indemnity with
each of its directors, secretaries, certain
senior executives, and employees
serving as ocers on wholly owned or
partly owned companies of Woodside in
terms of the indemnity provided under
the company’s constitution.
From time to time, Woodside engages
its external auditor, Ernst & Young, to
conduct non-statutory audit work and
provide other services in accordance with
Woodside’s External Auditor Guidance
Policy. The terms of engagement include
an indemnity in favour of Ernst & Young:
+against all losses, claims, costs,
expenses, actions, demands, damages,
liabilities or any proceedings (liabilities)
incurred by Ernst & Young in respect of
third-party claims arising from a breach
by the Group under the engagement
terms; and
+for all liabilities Ernst & Young has
to the Group or any third-party as
a result of reliance on information
provided by the Group that is false,
misleading or incomplete.
The company has paid a premium under
a contract insuring each director, ocer,
secretary and employee who is concerned
with the management of the company or
its subsidiaries against liability incurred in
that capacity. Disclosure of the nature of
the liability covered by and the amount of
the premium payable for such insurance
is subject to a confidentiality clause under
the contract of insurance. The company
has not provided any insurance for the
external auditor of the company or a body
corporate related to the external auditor.
Non-audit services and
auditor independence
Details of the amounts paid or payable to
the external auditor of the company, Ernst
& Young, for audit and non-audit services
provided during the year are disclosed in
note E.5 to the Financial Statements.
Based on advice provided by the Audit &
Risk Committee, the directors are satisfied
that the provision of non-audit services by
the external auditor during the financial
year is compatible with the general
standard of independence for auditors
imposed by the Corporations Act 2001 for
the following reasons:
+all non-audit services were provided in
accordance with Woodside’s External
Auditor Policy and External Auditor
Guidance Policy; and
+all non-audit services were subject to
the corporate governance processes
adopted by the company and have been
reviewed by the Audit & Risk Committee
to ensure that they do not aect the
integrity or objectivity of the auditor.
Further information on Woodside’s
policy in relation to the provision of non-
audit services by the auditor is set out in
section 7 of the Corporate Governance
The auditor’s independence declaration,
as required under section 307C of the
Corporations Act 2001, is set out on this
page and forms part of this report.
Proceedings on behalf of
the company
No proceedings have been brought
on behalf of the company, nor has any
application been made in respect of
the company, under section 237 of the
Corporations Act 2001.
Rounding of amounts
The amounts contained in this report
have been rounded to the nearest million
dollars under the option available to the
company under Australian Securities and
Investments Commission Corporations
(Rounding in Financial/Directors’ Reports)
Instrument 2016/191 dated 24 March 2016.
Directors’ relevant interests
in Woodside shares as at the
date of this report
Director Relevant interest in
L Archibald 2,314
M Cilento 4,899
P Coleman 284,1701
F Cooper 8,240
R Goyder 15,634
C Haynes 9,512
I Macfarlane 1,956
A Pickard 3,818
S Ryan 7,373
G Tilbrook 7,949
1. Mr Coleman also has a relevant interest in
182,177 unvested Restricted Shares and holds
Variable Pay Rights under his CEO incentive
arrangements, details of which are set out in
the Remuneration Report in Table 13 on page
92 and Table 15 on page 96.
Signed in accordance with a resolution of
the directors.
R J Goyder, AO
Perth, Western Australia
14 February 2019
P J Coleman
Chief Executive Ocer and
Managing Director
Perth, Western Australia
14 February 2019
Auditor’s independence
declaration to the Directors
of Woodside Petroleum Ltd
As lead auditor for the audit of Woodside
Petroleum Ltd for the financial year ended
31 December 2018, I declare to the best of
my knowledge and belief, there have been:
(a) no contraventions of the auditor
independence requirements of the
Corporations Act 2001 in relation to
the audit; and
(b) no contraventions of any applicable
code of professional conduct in
relation to the audit.
This declaration is in respect of Woodside
Petroleum Ltd and the entities it
controlled during the financial year.
Ernst & Young
T S Hammond
Perth, Western Australia
14 February 2019
Liability limited by a scheme approved under
Professional Standards Legislation