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Corporate Governance
The Company recognises the importance of sound corporate governance and has adopted the 2018 QCA Corporate Governance Code (“QCA Code”), which the Directors consider appropriate for a company of its size and nature. The QCA Code takes key elements of good governance and allows companies to apply them in a manner which is appropriate for the differing needs of small companies.
The Company’s Statement of Compliance with the QCA Corporate Governance Code can be found here.
The Board
The Board comprises one executive director and three non-executive directors, details of whom can be found here. The Board meets at least four times a year. The Board is responsible for the Group’s strategy, review and approval of acquisition opportunities, capital expenditures, budgets, trading performance and all significant financial and operational issues.
The Audit Committee
The Audit Committee is comprised of the three independent Non-executive Directors with John Chessher as Chairman, Gerry Aherne and Keith Bush are the other members. The Audit Committee meets at least twice a year and the external auditors have the opportunity to meet with members of the Audit Committee without any executive management being present. The Audit Committee’s terms of reference include the review of the Interim and Annual Financial Statements, review of internal controls, risk management and compliance procedures, consideration of the Company’s accounting policies and all issues with the annual audit.
The Remuneration Committee
The Remuneration Committee is comprised of the three independent Non-executive Directors with John Chessher as Chairman, Gerry Aherne and Keith Bush are the other members. The Remuneration Committee is responsible for the development of policy on Executive, Non-executive and senior management remuneration. Rather than having formal terms of reference, Remuneration Committee operates a Remuneration Policy, which is to provide a remuneration package which will attract and retain individuals with the ability and experience required to manage the Company. The Remuneration Committee meets as required.
John Chessher, the Remuneration Committee’s chairman is one of the Company’s Non-executive Directors and is considered to be independent. No Director can take part in discussions or vote on matters pertaining to their individual performance or remuneration. In the event of a tied vote, the Remuneration Committee’s independent chairman, John Chessher has the casting vote. Director remuneration, contracts, grants of options and incentive arrangements for senior management are matters that are formally reserved for the Board.
Health, Safety and Environmental Committee
As the Company is now an active offshore operator in South East Asia, the Board has decided to constitute a Health, Safety and Environmental Committee (“HSE Committee”) with Keith Bush as its Chairman, Gerry Aherne and John Chessher are the other members.
The Nominations Committee
Due to the small size of the Group, it is not considered necessary to have a Nominations Committee at this time in the Company´s development and the Board reserves to itself the process by which a new director is appointed.