Corporate Governance

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The key components of the corporate governance structure of InterOil Corporation are explained in the following list of company policies and statements.

Board Charter
The InterOil Board has adopted a charter that sets out the principles for the operation of the board of directors, provides a description of the functions of the board and of the functions delegated to management.

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Audit Committee Charter
The Audit Committee charter outlines the role and responsibilities of that committee as determined by the InterOil Board.

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Compensation Committee Charter
The Compensation Committee charter outlines the role and responsibilities of that committee as determined by the InterOil Board.

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Nominating and Governance Committee Charter
The Nominating and Governance Committee charter outlines the role and responsibilities of that committee as determined by the InterOil Board.

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Reserves Committee Charter
The mandate of the Committee is to assist the Board in fulfilling its responsibilities under National Instrument 51-101.

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Code of Ethics and Business Conduct
The InterOil Corporation Code of Conduct details the minimum compliance standards expected of InterOil Group employees in the conduct of our business.

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Code of Ethics for Chief Executive Officer and Senior Financial Officers
The Code of Ethics for Chief Executive Officer and Senior Financial Officers outlines the ethical responsibilities of the senior financial officers in addition to the code of ethics and business conduct applicable to all employees.

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Disclosure Policy
This is the policy adopted by InterOil to ensure the market is fully informed of the company’s strategy and financial performance and to ensure compliance with the New York Stock Exchange (NYSE) and Port Moresby Stock Exchange (POMSoX) disclosure requirements.

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Insider Trading Policy
This is the policy adopted by InterOil to assist directors and employees in ensuring they do not breach applicable insider trading provisions.

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Disclosure Required by NYSE Listed Company
NYSE listing standards require foreign private issuers to make certain corporate governance disclosures, including disclosure of any significant differences between its governance practices and the New York Stock Exchange (NYSE) governance rules.

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Foreign Corrupt Practices Act Policy
This policy details the minimum compliance standards expected of InterOil group employees when dealing with foreign officials. It also details the record keeping/accounting provision standards required to maintain effective internal controls.

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Shareholder Rights Plan Agreement
Adopted April 24, 2013

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By-Law 1 and By-Law 2
Adopted April 24, 2013

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Old By-laws

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