Corporate Governance
The Directors support high standards of corporate governance and where practical and appropriate for a company of this size and nature, comply with the Combined Code and in this context follow the recommendations on corporate governance of the Quoted Companies Alliance. The Board seeks to ensure that the Company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term.
Board
The Board of Directors currently has seven members. The structure of the Board ensures that no one 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 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.
Audit committee
An audit committee meets at least twice a year. It is responsible for ensuring that the financial activities of the Group are properly monitored, controlled and reported on. It meets the auditors and reviews reports from the auditors. Its full terms of reference are available on request and include: the review of the annual and interim financial statements and of accounting policies; the review with management and the Group’s external auditors of the effectiveness of internal controls and the review with the Group’s external auditors of the scope and results of their audit. Philip Rand is Chairman of the audit committee, Kevin Foo and Grant Manheim are members.
Remuneration committee
A 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. No Director participates in discussions or decisions concerning his own remuneration. Philip Rand is Chairman of the remuneration committee, Robert Palmer and Grant Manheim are members.
Internal controls
The Directors acknowledge their responsibility for the Company’s system of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. The effectiveness of the system of internal controls has been reviewed by the Directors and whilst they are aware that no system can provide absolute assurance against material misstatement or loss, they are satisfied that the controls are adequate and effective with regard to the size of the Company and the stage of its development.
Relations with shareholders
The Directors attach great importance to maintaining good relationships with the shareholders. Extensive information about the Company’s activities is included in the annual report and accounts and the interim report, which are sent to all shareholders. Market sensitive information is regularly released to all shareholders in accordance with Stock Exchange rules. The Company welcomes communication from both its private and institutional shareholders.
Constitutional Documents