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Corporate Governance

Corporate Governance

The Directors support high standards of corporate governance and are committed to managing the Group in an honest and ethical manner. The Company is subject to the requirements of AIM Rules, the recommendations of the Quoted Companies Alliance and takes cognisance of the provisions of the UK Corporate Governance Code (“the Code”). The Company is committed to adhering to corporate governance standards as appropriate for a company of this size and nature. The Company is not required to comply with the Code nor issue a statement of compliance with it. The Board seeks to ensure that the Group is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term.

Board

The Board is collectively responsible for the governance of the Company and is accountable to the Company's shareholders for the long-term success of the Group.  The Board sets the Company's strategic objectives and ensures that they are properly persued withing a sound framework of internal controls and risk management.

The Board of Directors currently has six members, comprising the Executive Chairman, Chief Executive Officer, Finance Director and three independent Non-Executive Director. The structure of the Board ensures that no single individual dominates the decision making process. The Directors together have significant and relevant resource exploration and production experience together with finance and corporate development skills. 

The Board meets at least six times each year providing effective leadership and overall management of the Group’s affairs through the schedule of matters reserved for its decision. This includes the approval of the Group budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner prior to Board meetings. The Board delegates certain of its responsibilities to the Board committees, listed below, which have clearly defined terms of reference.

All Directors have access to the advice and services of the Company’s solicitors and the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Company’s expense in the furtherance of his duties.

One-third of the Directors retire by rotation at each Annual General Meeting of the Company and each may be re-elected. Furthermore, every Director must stand for re-election once every three years.

Audit Committee

The committee meets at least three times per year. It is responsible for ensuring that the financial activities of the Group are properly monitored, controlled and reported on complying with relevant legal requirements. The committee receives and reviews reports from management and the Group’s auditors relating to the Group’s Annual Report, the interim results and review of the accounting policies. Meetings are held at least twice a year with the auditors, once at the audit planning stage to consider the scope of the audit and thereafter at the reporting stage, to receive post-audit findings. The committee reviews draft annual and interim reports before recommending their publication to the Board. It discusses with the Chief Executive Officer, Finance Director and external auditors the significant accounting policies, estimates and judgments applied in preparing these reports. The ultimate responsibility for reviewing and approving the Annual Report remains with the Board of Directors. The committee is also responsible for reviewing the relationship with the external auditors, making recommendations to the Board on their appointment and remuneration, monitoring their independence, as well as assessing scope and results of their work, including any non-audit work. The committee reviews with management the effectiveness of internal controls. Iain Patrick, John Bryant and Roger Kennedy are members of the committee and the Finance Director attends the committee by invitation.  The Committee is chaired by Iain Patrick.

The Chairman of the committee will attend the Annual General Meeting and respond to any shareholder questions on the committee’s activities.

Remuneration Committee

The remuneration committee sets the scale and structure of the Executive Directors’ remuneration and that of senior management and the basis of their service agreements with due regard to the interests of shareholders. In determining the remuneration of the Executive Directors and senior management, the committee seeks to ensure that the Company will be able to attract and retain executives of the highest calibre. It makes recommendations to the full Board concerning bonus awards. No Director participates in discussions or decisions concerning his own remuneration. John Bryant is Chairman of the remuneration committee, with Iain Patrick, Roger Kennedy and Kevin Foo as other members of the committee.

The Chairman of the committee will attend the Annual General Meeting and respond to any shareholder questions on the committee’s activities.

Internal controls

The Board acknowledges that it is responsible for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. The procedures that include, inter alia, financial, operational, health and safety, compliance matters and risk management (as detailed in the Strategic Report) are reviewed on an ongoing basis. The Group’s internal control procedures include Board approval for all significant projects, including corporate transactions and major capital projects. The Board receives and reviews regular reports covering both the technical progress of projects and the Group’s financial affairs to facilitate its control. The Group has in place internal control and risk management systems in relation to the Group’s financial reporting process and the Group’s process for preparing consolidated accounts. These systems include policies and procedures to ensure that adequate accounting records are maintained and transactions are recorded accurately and fairly to permit the preparation of consolidated financial statements in accordance with International Financial Reporting Standards (“IFRSs”). The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss. The Board has considered the need for a separate internal audit function but, bearing in mind the present size and composition of the Group, does not consider it necessary at the current time.

Relations with shareholders

The Directors attach great importance to maintaining good relationships with the shareholders. Extensive information about the Group’s activities is included in the Annual Report and Accounts and the Interim Report. The Chairman also issues an update letter to shareholders from time to time. Market sensitive information is regularly released to all shareholders in accordance with Stock Exchange rules for AIM-listed companies. The Group is active in communicating with both its institutional and private shareholders. The Annual General Meeting provides an opportunity for all shareholders to communicate with and to question the Board on any aspect of the Group’s activities. The Company presents at conferences and maintains a corporate website where information on the Group is regularly updated, including Annual and Interim Reports and all announcements.

Constitutional Documents

Articles of Association