STEAMSHIPS

TR A D IN G C O M P A N Y L I M I T fO

17'h May 2017

To: ASX/POMSoX

Market Announcements

2016 CORPORATE GOVERNANCE STATEMENT

To supplement the Appendix 4G submitted to the exchanges on 31.. March 2017, Steamships hereby annex a copy of the board approved 31 December 2016 Corporate Governance statement which can be also found at h ttp:/ /www.srcamships.eom.pg/about-us/corporatc-govcrnancc .

Michael R. Scantlebury

Company Secretary Steamships Trading ComP.any Limited

Level 5, Harbourside West. Stanley Esplanade PO Box 1, Port Moresby, NCO 121

Papua New Guinea

P:+675 3137400 I 79987000, www.steamships.com.pg

Corporate Governance Statement 31st December 2016

The following corporate governance report has been approved by the Board of Directors. Steamships has formalised the below governance structure:

STEAMSHIPS CORPORATE GOVERANCE STRUCTURE

Steamships Trading Company Board

Remuneration & Nomination Committee

Strategic Planning Committee

Audit & Risk

Committee -----

Internal Audit

Sustainability*

Divisional*

ICT*

Property**

Legal**

Committee

Advisory

Committee

Development

Committee

Boards

Committee

Executive Directors

Human Resources

Health &

Safety

*- meet quarterly

**- meet monthly

Committee**

Committee**

Director's attendance at the Board and relevant Board Committee meetings during 2016 is outlined below:

Board Meeting Audit & Risk Remuneration Strategic

Committee & Nomination Planning

Committee Committee

P.Aitsi

4/4

G.Aopi

4/4

M.R. Bromley

4/4

5/5

2/2

1/1

D.H.Cox

4/4

5/5

1/1

G. L Cundle (Chairman)

4/4

2/2

1/1

G.J. Dunlop

4/4

5/5

1/1

W.T.Kamit

4/4

5/5

B.N.Swire

2/4

J.H.Woodrow

2/4

P.W. Langslow*

4/4

5/5

2/2

1/1

S.C. Pelling * (Retired 24June 2016)

2/4

3/5

M.R.Scantlebury * (Appointed 24 June 2016)

2/4

2/5

* Executive Directors

A commitment to good governance

Steamships and its Board are committed to achieving and demonstrating the highest standards of corporate governance and ethical behaviour,and they expect these standards from all employees. The Group believes that the maximisation of long term returns to shareholders is best achieved by acting in a socially responsible manner that recognises the interests of community stakeholders.

Steamships is committed to:

  • Providing high-quality products and services to meet customers' needs;

  • Maintaining high standards of business ethics and corporate governance;

  • Ensuring the safety and wellbeing of employees and others with whom the Group has contact; and

  • Promoting sustainable business practice.

Steamships believes it complied with the Australian Stock Exchange Corporate Governance Principles (the third edition) duringthe twelve months ended 31 December 2016, except where noted in the following pages.

Steamships reports against the Australian Stock Exchange (ASX) recommendations by addressing each key principle in the order it is listed in the ASX guidelines. Each section addressing a key principle includes references to relevant information that appears elsewhere in the 2016 Annual Report or on Steamships' website.

lay solid foundations for management and oversight

Steamships focuses on the long-term development and growth of business where it can add value through its industry-specific expertise, its partnerships and its knowledge of Papua New Guinea, gained through its long history in the country. In order to achieve this,the Group combines the efforts of dedicated management teams in the individual Divisions,supported by a Corporate Office management team, to provide services such as strategic direction, investment and performance review, ICT, treasury, legal support, health & safety development, human resources management and people development services.

Steamships' Board of Directors, together with Divisional advisory boards, has the responsibility to set the strategic direction of the Group; to review the operational and financial performance of the Group's activities; to monitor the achievements of the Group against its objectives; to review the management of business risk; and to report to the shareholders. Steamships has formalised and defined the functions reserved for the Board and those delegated to management in a formal Board Charter. This Charter defines Board duties to facilitate accountability to the Group and its shareholders.

Steamships has adopted a structured approach to strategic business planning across all Divisions. The Group has implemented a key performance indicator monitoring system to ensure it remains focused on core strategies and the action plans outlined to achieve them. Progress against the strategies and indicators are measured on a quarterly basis.

The Board has formed a Strategic Planning Committee that meets annually to review a three-year forward plan together with the detailed forthcoming annual operating & capital budget in discussion with the Division General Managers. This review in no way diminishes the responsibility of the full Board to review and approve the Group's strategy at a more macro level.

Core strategies are implemented by means of programs,budgets and procedures. Implementation involves the organisation of the Group's resources and motivation of the staff to achieve objectives.

The Managing Director reviews the performance of senior executives regularly and at least annually. These reviews address individual and corporate key performance indicators and compliance with the Group code of conduct and ethics. A report on the annual reviews is presented to the Remuneration and Nomination Committee which provides feedback to the Board on senior management

succession plans.

The Board assesses the performance of the Managing Director and Finance Director, according to the formal performance evaluation process. Performance evaluations for all senior Executives were carried out during 2016 in accordance with this process.

The Group is committed to the development of its employees by ensuring its succession program is appropriate and monitored. Although the expertise and skills of expatriate staff are still required,an active program of training and skills transfer seeks to enable the Group to promote PNG citizen staff and to build a strong,long-term workforce for the future.

The Remuneration and Nomination Committee is responsible for nominating potential Directors for election to the Board. Before presenting a candidate to security holders,the Committee undertakes appropriate checks as to the suitability of the candidate. Any material aspects of this evaluation are communicated to security holders prior to the election of the relevant candidate.

All directors and senior executives have written engagement agreements in place. The company secretary is accountable directly to the board,through the chair, on all matters to do with the proper functioning of the board. During 2016 the chairman of the board conducted a performance evaluation of the board,its committees and the directors.

Copies of the Board Charter, Board Committee Charters and Terms of Reference and the formal process for Senior Management Performance Evaluation can be found on Steamships' website in the corporate governance section.

Diversity

Steamships' approach to diversity is based on fostering an inclusive culture, improving talent management, enhancing recruitment practices and ensuring pay equity. While Steamships is committed to fostering diversity at all levels, gender diversity has been and continues to be a priority for the Group.

Steamships is a corporate supporter of the 'Coalition for Change' and the lobbying for legislation to combat violence against women and children. As a responsible corporate citizen,and significant

Steamships Trading Company Limited published this content on 19 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 May 2017 00:18:29 UTC.

Original documenthttp://www.steamships.com.pg/pdf/annoucements/170517_SST_2016_Steamships_Corporate_Governance_Statement.pdf

Public permalinkhttp://www.publicnow.com/view/059C10D02032E18E4D0D6E2935087149C294B81A