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Directors' Report DIRECTORS’ REPORT For the year ended 30 June 2020 (including the Operating Financial Review and the Remuneration Report) 1 of 78 20 August 2020 In accordance with the Corporations Act 2001 (Cth), the Directors of Origin Energy Limited (Company) report on the Company and the consolidated entity Origin Energy Group (Origin), being the Company and its controlled entities for the year ended 30 June 2020. The Operating and Financial Review and Remuneration Report form part of this Directors’ Report. 1. Principal activities, review of operations and significant change in state of affairs During the year, the principal activity of Origin was the operation of energy businesses including exploration and production of natural gas, electricity generation, wholesale and retail sale of electricity and gas, and sale of liquefied natural gas. There have been no significant changes in the nature of those activities during the year and no significant changes in the state of affairs of the Company during the year. The Operating and Financial Review, which forms part of this Directors’ Report, contains a review of operations during the year and the results of those operations, the financial position of Origin, its business strategies, and prospects for future financial years. 2. Events subsequent to balance date Other than the matters described below, no matters or circumstances have arisen since 30 June 2020, which have significantly affected, or may significantly affect the Company’s operations, the results of those operations or the Company’s state of affairs in future financial years. On 2 July 2020, the Group extended $1.1 billion of bank debt facilities from a FY2023 maturity date to a new maturity date in FY2025. A further $0.2 billion of surplus liquidity was cancelled as part of this transaction. On 20 August 2020 the Directors determined a final dividend of 10 cents per share, unfranked, on ordinary shares. The dividend will be paid on 2 October 2020. 3. Dividends a) Dividends paid during the year by the Company were as follows $ million 15 cents per ordinary share, fully franked, for the half year ended 31 December 2019, paid 27 March 2020 264 b) In respect of the current financial year, the Directors have determined a final dividend as follows: $ million 10 cents per ordinary share, unfranked, for the year ended 30 June 2020, payable 2 October 2020. 176 The Dividend Reinvestment Plan (DRP) will apply to this final dividend at no discount. 4. Directors and Company Secretary The Directors of the Company at any time during or since the end of the financial year, their qualifications, experience and special responsibilities are set out below. The qualifications and experience of the Company Secretary is also set out below: 2 of 78 Gordon Cairns Independent Non-executive Chairman Tenure 13 years, 2 months Gordon Cairns joined the Board in June 2007 and became Chairman in October 2013. He is Chairman of the Nomination Committee and a member of the Audit, Health, Safety and Environment, Risk and Remuneration and People committees. Gordon has extensive Australian and international experience as a senior executive, as Chief Executive Officer of Lion Nathan Ltd, and has held senior management positions in marketing, operations and finance with PepsiCo, Cadbury Ltd and Nestlé. Gordon is Chairman of Woolworths Group Limited (since September 2015), a Non-executive Director of Macquarie Group Limited and Macquarie Bank Limited (since November 2014) and World Education Australia (since November 2007). Gordon was previously Chairman of the Origin Foundation, David Jones Limited (March 2014 - August 2014) and Rebel Group (2010 - 2012), Director of The Centre for Independent Studies (May 2006 - August 2011), Quick Service Restaurant Group (October 2011 – May 2017) and Westpac Banking Corporation (July 2004 - December 2013). He was also a senior advisor to McKinsey & Company. Gordon holds a Master of Arts (Honours) from the University of Edinburgh. John Akehurst Independent Non-executive Director Tenure 11 years, 4 months John Akehurst joined the Board in April 2009. He is Chairman of the Health, Safety and Environment Committee and a member of the Nomination and Risk committees. John’s executive career was in the upstream oil and gas and LNG industries, initially with Royal Dutch Shell and then as Chief Executive Officer of Woodside Petroleum Limited. John is a Director of Human Nature Adventure Therapy Ltd (since February 2018). John was previously Chairman of the National Centre for Asbestos Related Diseases (2009 - April 2020), the Fortitude Foundation (2007 - April 2020), Transform Exploration Pty Ltd (February 2012 – December 2017), Alinta Limited (January 2007 - September 2007) and Coogee Resources Ltd (2008 - 2009) and a former Board member of the Reserve Bank of Australia (September 2007 – September 2017), Director of CSL Limited (April 2004 - October 2016), Oil Search Limited (1998-2003), Securency Ltd (2008 - 2012), Murdoch Film Studios Pty Ltd and the University of Western Australia Business School. John holds a Masters in Engineering Science from Oxford University and is a Fellow of the Institution of Mechanical Engineers. Maxine Brenner Independent Non-executive Director Tenure 6 years, 9 months Maxine Brenner joined the Board in November 2013. She is Chairman of the Risk Committee and a member of the Audit and Nomination committees. Maxine was previously a Managing Director of Investment Banking at Investec Bank (Australia) Ltd. Prior to Investec, Maxine was a Lecturer in Law at the University of NSW and a lawyer at Freehills, specialising in corporate law. Maxine is a Non-executive Director and Chairman of the Remuneration Committee of Orica Ltd (since April 2013) and Qantas Airways Ltd (since August 2013). She is also an Independent Director and Chairman of the Audit and Risk Committee for Growthpoint Properties Australia and a member of the University of NSW Council. 3 of 78 Maxine’s former directorships include Treasury Corporation of NSW, Bulmer Australia Ltd, Neverfail Springwater Ltd (1999 - 2003) and Federal Airports Corporation, where she was Deputy Chair. In addition, Maxine has served as a Council Member of the State Library of NSW and as a member of the Takeovers Panel. Maxine holds a Bachelor of Arts and a Bachelor of Laws. Frank Calabria Managing Director & Chief Executive Officer Tenure 3 years, 10 months Frank Calabria was appointed Managing Director & Chief Executive Officer in October 2016. Frank is a member of the Health, Safety and Environment Committee and a Director of the Origin Foundation. Frank first joined Origin as Chief Financial Officer in November 2001 and was appointed Chief Executive Officer, Energy Markets in March 2009. In that latter role, Frank was responsible for the integrated business within Australia including retailing and trading of natural gas, electricity and LPG, power generation and solar and energy services. Frank is a Director of the Australian Energy Council and the Australian Petroleum Production & Exploration Association. He is a former Chairman of the Australian Energy Council and former Director of the Australian Energy Market Operator. Frank has a Bachelor of Economics from Macquarie University and a Master of Business Administration (Executive) from the Australian Graduate School of Management. Frank is also a Fellow of the Chartered Accountants Australia and New Zealand and a Fellow of the Financial Services Institute of Australasia. Teresa Engelhard Independent Non-executive Director Tenure 3 years, 3 months Teresa Engelhard joined the Board in May 2017. She is a member of the Audit, Health, Safety and Environment and Remuneration and People committees. Teresa has more than 20 years’ experience in the information, communication, technology and energy sectors as a senior executive and venture capitalist. Teresa is a Non-executive Director of Wisetech Global (since March 2018), StartupAUS (since March 2016), and LaunchVic (since July 2020). Teresa started her career at McKinsey & Company in California where she served energy and retail clients. More recently, she focused on energy sector innovation as a Managing Partner at Jolimont Capital. Teresa’s former directorships include Daintree Networks, Planet Innovation Ltd (April 2016 – November 2019) and RedBubble Limited (July 2011 - October 2017). Teresa holds a Bachelor of Science (Hons) degree from the California Institute of Technology (Caltech), an MBA from Stanford University and is a graduate of the Australian Institute of Company Directors. Greg Lalicker Independent Non-executive Director Tenure 1 year, 5 months Greg Lalicker joined the Board in March 2019. Greg is the Chief Executive Officer of Hilcorp Energy Company, based in Houston, USA. Hilcorp is the largest privately held independent oil and gas exploration and production company in the United States. Greg joined Hilcorp’s leadership team in 2006 as Executive Vice President where he was responsible for all exploration and production activities. He was appointed President in 2011 and Chief Executive Officer in 2018. Prior to working for Hilcorp, Greg was with BHP Petroleum based in Midland, Houston, London and Melbourne as well as McKinsey & Company where he worked in its Houston, Abu Dhabi and London offices. 4 of 78 Greg graduated as a petroleum engineer from the University of Tulsa. He also has a Master of Business Administration and a law degree. Bruce Morgan Independent Non-executive Director Tenure 7 years, 9 months Bruce Morgan joined the Board in November 2012. He is Chairman of the Audit Committee and a member of the Health, Safety and Environment, Nomination and Risk committees. Bruce is Chairman of Transport Asset Holding Entity of New South Wales (since July 2020), Sydney Water Corporation (since October 2013), a Director of Redkite, the University of NSW Foundation and Deputy Chair of the European Australian Business Council. Bruce served as Chairman of the Board of PricewaterhouseCoopers (PwC) Australia between 2005 and 2012. In 2009, he was elected as a member of the PwC International Board, serving a four-year term. He was previously a Director of Caltex Australia Ltd (2013 to May 2020) and Managing Partner of PwC’s Sydney and Brisbane offices.
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