The Board currently comprises one executive and six non-executive directors. Adonis Pouroulis is not considered to be independent.
As a Guernsey-registered Company trading on the Standard List of the Main Market of the London Stock Exchange, the UK Corporate Governance Code published by the Financial Reporting Council does not apply to the Company. However, whilst the Company does not apply the UK Corporate Governance Code, the Directors recognise the importance of good corporate governance and have implemented corporate governance practices having consideration to the recommendations and principles of the UK Corporate Governance Code as far as is appropriate, bearing in mind the size and nature of the Company.
The Board oversees the performance of the Group’s activities, and comprises experienced board members who have held senior positions in a number of public and private companies.
The Board is responsible to Shareholders for the proper management of the Group. The Non-Executive Directors have particular responsibility to ensure that the strategies proposed by the Executive Director are carefully considered.
The Board meets regularly and, prior to such meetings taking place, an agenda and board papers are circulated to the Directors so that they are adequately prepared for the meetings. To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. There is no agreed formal procedure for the Board (or members thereof) to seek independent professional advice but, pursuant to their letters of appointment, the Non-Executive Directors may, where appropriate, take independent professional advice at the Group’s expense.
In accordance with the Company’s Articles of Associations, the directors submit themselves for re-election every three years at the Company’s Annual General Meeting.
The composition of the Board will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience. The Articles provide that the number of directors that may be appointed cannot be fewer than two. Two directors present at a board meeting will constitute a quorum.
The Board ensures it is aware of the views of major shareholders through regular meetings in person (where appropriate), as well as through discussions with the Company’s brokers and market analysts. Where such information has been obtained by the CEO, this information is fed back to the rest of the Board in a timely manner.
Board members are regularly informed of developments outside formal Board meetings, through update calls and meetings, reports and one-to-one discussions with the CEO and other management. The deliberations of the various committees referred to below, do not reduce the individual and collective responsibilities of Board members with regard to their fiduciary duties and responsibilities, and they must continue to exercise due care and judgment in accordance with their statutory obligations.
These terms of reference are subject to the provisions of the Articles and any other applicable law or regulatory provision in force in Guernsey, and the Listings Rules.
The Company’s Board Committees are constituted as follows:
|Audit Committee||Robert Sinclair||Alexander Lowrie
|Remuneration Committee||Shawn McCormick||Robert Sinclair
|Nomination Committee||Adonis Pouroulis||Alexander Lowrie
|Safety, Health & Environment Committee||Shawn McCormick||George Bennett
The Board has established an Audit Committee with formally delegated duties and responsibilities. It is responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. It is also responsible for keeping the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes under review. The Audit Committee should meet not less than two times a year.
The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for executive directors and the non-executive chairman. The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration. It is normally expected to meet at least once a year.
The Nomination Committee is responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing directors. The Nomination Committee is normally expected to meet only as required.
Safety, Health, and Environment Committee (“SHEC”)
The SHEC is responsible for developing and reviewing the Group’s framework, policies and guidelines on safety, health and environmental management, monitoring key indicators on accidents and incidents within the Group’s operations and considering developments in relevant safety, health and environmental practices and regulations.