While building a strong governance framework we also try to ensure that we take a proportionate approach and that our processes remain fit for purpose as well as embedded within the culture of our organisation. We continue to evolve our approach and make ongoing improvements as part of building a successful and sustainable company.
Good governance provides a framework that allows the right decisions to be taken by the right people at the right time.
The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operating performance. Day-to-day management is devolved to the Executive Directors, who are charged with consulting the Board on all significant financial and operational matters.
The Board retains ultimate accountability for governance and is responsible for monitoring the activities of the executive team. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. No one individual has unfettered powers of decision. The roles of Chairman and Chief Executive Officer are split in accordance with best practice. The Board consists of a two Non-Executive Directors, one of whom is the Chairman and two Executive Directors.
The two Executive Directors are comprised of a Chief Executive Officer (“CEO”) and Finance Director.
The CEO has the overall responsibility for creating, planning, implementing, and integrating the strategic direction of the Company. This includes responsibility for all components and departments of a business. The CEO to ensures that the organisation's leadership maintains constant awareness of both the external and internal competitive landscape, opportunities for expansion, customer base, markets, new industry developments and standards.
The Finance Director works alongside the CEO and has overall control and responsibility for all financial aspects of company strategy. The Finance Director takes overall responsibility of the Company’s accounting function and ensures that Company’s financial systems are robust, compliant and support current activities and future growth. The Finance Director will coordinate corporate finance and manage company policies regarding capital requirements, debt, taxation, equity and acquisitions as appropriate.
The Company Secretary ensures necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. All Directors have access to the advice of the Company’s solicitors as well as access to independent professional advice, at the Company’s expense, as and when required.
The Quoted Companies Alliance Code specifies that the Board should evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. The company intends to formulate an evaluation procedure over the coming months and will disclose it in more in detail on its website when this has been implemented.
The Audit Committee
The Audit Committee is responsible for overseeing the Group’s financial reporting disclosure process; this includes the choice of appropriate accounting policies. It also monitors internal financial controls as well as overseeing the hiring and performance of the external auditors. The Audit Committee comprises two Directors: Nicholas John Mardon-Taylor (Chairman) and Allen Dee Howard II.
The Remuneration Committee
The Remuneration Committee is responsible for making recommendations to the Board on the remuneration for Directors and senior management. Financial packages for Directors are established by reference to those prevailing in the employment market for executives of equivalent status, both in terms of level of responsibility of the position and their achievement of recognised job qualifications and skills. The Committee will also have regard to the terms that may be required to attract an equivalent experienced executive to join the Board from another company. It comprises two Directors: Nicholas John Mardon-Taylor (Chairman) and Allen Dee Howard II.
The Directors do not consider that, given the size of the Board, it is appropriate to have a Nomination Committee.
The Directors acknowledge their responsibility for the Group’s systems 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. While they are aware that no system can provide absolute assurance against material misstatement or loss, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by Senior Management to forecasts. Project milestones and timelines are reviewed regularly.
The Board regularly evaluates and reviews any business risks when reviewing project timelines. The types of risks reviewed include:
• Regulatory and compliance obligations
• Occupational health, safety and environmental requirements
• Legal risks relating to contracts, licences and agreements
• Insurance risks
• Political risks where appropriate.
The Group maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company.
The Group finances its operations through equity and holds its cash as a liquid resource to fund the obligations of the Group. Decisions regarding the management of these assets are approved by the Board.
Share Dealing Code
The Board has adopted a Share Dealing Code that applies to Directors, Senior Management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the individual has received the appropriate prescribed clearance.
Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company and with other stakeholders. Significant developments are disseminated through stock exchange announcements and regular updates of the Company website. The Board views the AGM as a forum for communication between the Company and its shareholders and encourages their participation in its agenda.
The Investment Committee reports to the Directors on the performance of the investments in order to allow the the Directors to consider the impact of the investments on the Company’s requirements under the AIM Rules particularly with regards to disclosure requirements.
Following satisfactory due diligence and negotiations, the Investment Committee shall make a recommendation to the board for the final investment decision in relation to any new investment. Any new investment shall require majority approval of the investment committee before it is referred to the full board of the Company for approval.
Ethical Decision Making
Confidentiality: in accordance with legal requirements and agreed ethical standards, Directors and all staff have agreed to maintain the confidentiality of Company information that is not in the public domain, except where disclosure is authorised or legally mandated.
Bribery: in accordance with the provisions of the Bribery Act, all Directors and staff acknowledge that it is an offence under the act to engage in any form of bribery. The Company has an anti bribery policy in force.
The Company maintains insurance in respect of its Directors and officers against liabilities in relation to the Company.
The Company finances its operations through equity and debt. It holds its cash as a liquid resource to fund its ongoing financial outgoings and obligations. Decisions regarding financial management are approved by the Board.
The Company is subject to the UK City Code on Takeovers and Mergers.
The Board has adopted the Share Dealing Code contained within the AIM Rules that applies to Directors, senior management and any employee who is in possession of “inside information”. All such persons are prohibited from trading in the Company’s securities if they are in possession of “inside information”.
Subject to this condition and trading prohibitions applying to “close periods” (usually two months prior to the publication of the interim and final audited accounts), trading can occur provided the relevant individual has received the appropriate prescribed clearance. All Directors and staff are required to advise the Executive Chairman of their intention to undertake a transaction in the Company’s shares. Such a transaction will be precluded if the Director or employee is considered to be in possession of unpublished price sensitive information.
The Company will ensure, in accordance with and subject to the provisions of Rule 21 of the AIM Rules, that the Directors and applicable employees shall not deal in any of the ordinary shares during a close period (as defined in the AIM Rules) and will take all reasonable steps to ensure compliance by the Directors and applicable employees with this Rule 21.
Relations with Shareholders and Stakeholders
The Board recognises that it is accountable to shareholders for the performance and activities of the Company and to this end is committed to providing effective communication with the shareholders of the Company.
The Board also recognises that as an oil and gas company, it has responsibility to engage openly, transparently and effectively with community stakeholders, local government and national government agencies.
Significant developments are disseminated through stock exchange announcements and regular updates of the Company website where descriptions of the Company’s projects are available and updated regularly. In addition, copies of press comments, stockbroker notes, video updates and presentations are available.
The Board views the Annual General Meeting as an important forum for communication between the Company and its shareholders, and encourages shareholders to express their views on the Company’s business activities and performance.