Corporate Governance

The Company recognises the importance of sound corporate governance and has adopted the 2023 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

TThe Board comprises two executive directors 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. Ultimately, the Board is responsible for the long-term success of the Company and there is a formal schedule of matters reserved to the Board which is available here.

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.

In early 2025, the Audit Committee updated its Terms of Reference in line with the 2023 QCA Corporate Governance Code. These Terms of Reference are available here.

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. The Remuneration Committee is responsible for the Company’s Remuneration Policy, which aims to provide a remuneration package which will attract and retain individuals with the ability and experience required to manage the Company and is set out in the Annual Report.

The Remuneration Committee meets at least twice per year, as set out in its terms of reference. 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 response to the 2023 QCA Corporate Governance Code, the Remuneration Committee produced revised Terms of Reference in late 2024, which were approved by the Board. In early 2026, the Committee agreed that these Terms of Reference remain appropriate. These Terms of Reference are available here.

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, John Chessher and Dr Andy Butler are the other members. The Terms of Reference for the HSE Committee are available here.

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.