The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets and corporate actions. Board meetings are held at least quarterly and at such other times as the Directors deem necessary.
The Directors recognise the value of the UK Corporate Governance Code and will take appropriate measures to ensure that the Company complies, when practicable and so far as possible given the Company's size and nature of business, with the UK Corporate Governance Code.
The roles of the Chief Executive and Chairman have been segregated and the Company has adopted a senior independent director in Grégory Stoupnitzky. The Board has established a Remuneration Committee, an Audit Committee, a Technical and Reserves Committee and a Nomination Committee. All committees have formally delegated duties and responsibilities as follows:
The Audit Committee consists of Nicholas Gay as Chairman, Russell Harvey, Henry Turcan and Grégory Stoupnitzky.
The Audit Committee meets at least twice each year and is responsible for ensuring that the financial performance of the Company is properly monitored and reported, and for meeting with the auditors and reviewing findings of the audit with the external auditor.
The Committee is authorised to seek any information it properly requires from any employee and may ask questions of any employee. It meets with the auditors once a year without any members of management being present and is also responsible for considering and making recommendations regarding the identity and remuneration of such auditors.
The Remuneration Committee consists of Russell Harvey as Chairman, Henry Turcan and Henry Obi.
The Remuneration Committee meets at least once each year and considers and recommends to the Board the framework for the remuneration of the executive directors of the Company and any other senior management.
It further considers and recommends to the Board the total individual remuneration package of each executive director including bonuses, incentive payments and share options or other share awards. In addition, subject to existing contractual obligations, it reviews the structure of all share incentive plans for approval by the Board and, for each such plan, recommends whether awards are made and, if so, the overall amount of such awards, the individual awards to executive directors and the performance targets to be used. No Director is involved in decisions concerning his own remuneration.
The Technical and Reserves Committee consists of Brian O'Cathain as Chairman, Russell Harvey and Henry Obi.
The Technical and Reserves Committee meets at least twice a year and is responsible for reviewing the technical performance and plans of the Company, and to review and approve the annual reserves audit to be performed by a competent technical auditor. The committee is responsible for the selection and appointment of the technical auditor for recommendation provided by the Company or independently sourced by the committee.
The Nomination Committee consists of Russell Harvey as Chairman, Henry Turcan and Grégory Stoupnitzky.
The Nomination Committee meets at least once each year and considers the selection and re-appointment of Directors. It identifies and nominates candidates to all Board vacancies and regularly reviews the structure, size and composition of the Board (including the skills, knowledge and experience) and makes recommendations to the Board with regard to any changes.
The Company has adopted a share dealing code (based on the AIM Rules) and the Company takes all proper and reasonable steps to ensure compliance by the Directors and relevant employees.
The Board is also responsible for ensuring the Company's compliance with all applicable anti-corruption legislation, including, but not limited to, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977. The Company complies and always has complied with all applicable anti-corruption laws. In view of the requirement in the UK Bribery Act 2010 for relevant companies to have adequate anti-bribery procedures, the Company has devised and implemented a suite of anti-corruption policies and procedures designed to prevent corruption by anyone working on its behalf. The Company has adopted a “zero tolerance” approach to corruption and is committed to ethical business practices.