Governance
Nostrum recognises the important role that good corporate governance plays in the success of the Company.
As a result, the Board promotes high standards of corporate governance as a key component of its activities. Clearly defined roles and responsibilities, non-executive independence, boardroom and workplace diversity, an open and transparent culture and the work of our committees in implementing the Company’s values and policies throughout the Group are all vital ingredients to get this right for our stakeholders.
Leadership
Your Board rigorously challenges strategy, performance, responsibility and accountability to ensure that every decision we make is of the highest quality.
Effectiveness
Your Board continuously evaluates the balance of skills, experience, knowledge and independence of the directors.
Accountability
All of our decisions are discussed within the context of the risks involved. Effective risk management is central to achieving our strategic objectives.
Remuneration
Our remuneration policy and practices aim to attract, retain and motivate by linking reward to performance.
Relations with shareholders
The Board seeks to engage with shareholders regularly.
Statement of compliance
Nostrum fully complied throughout 2023 with the provisions of the 2018 version of the UK Corporate Governance Code except in the following respects:
Provision 12
The Board has not to date appointed one of the independent non-executive directors to act as the senior independent director, to provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders. The Board believes that there are currently effective arrangements in place for communication between the chair and other directors and shareholders without such appointment.
Provision 21
As all members of the Board (with the exception of the Company’s CEO Arfan Khan) were appointed in February 2023, no formal evaluation of the Board or any of its committees took place in 2023.
Provision 36
The Company’s LTIP has a total holding and vesting period of no more than three years and therefore does not comply with the requirements of Code Provision 36, which requires share awards to be released for sale on a phased basis and be subject to a total vesting and holding period of five years or more. As explained in the press release released by the Company on 28 August 2019, a copy of which has also been published on the Public Register maintained by the Investment Association, the Board and the Remuneration Committee believe that the current provisions of the LTIP relating to the performance period and vesting period are appropriate and aligned with the interests of shareholders, so that modifying such provisions of the LTIP at this time would not be the right course of action. The full text of the announcement is available to read on the Company’s website.
Documents:
Transparency
Nostrum is committed to transparency in its business activities and payments to governments.
Nostrum’s payments to governments report provides an overview of the payments to governments made by Nostrum Oil & Gas PLC and its subsidiary undertakings (hereinafter referred to as “Nostrum”) in the relevant year as required under the UK’s Report on Payments to Governments Regulations 2014 (as amended in December 2015). These UK Regulations enact domestic rules in line with Directive 2013/34/EU (the EU Accounting Directive (2013)) and apply to LSE listed companies like Nostrum that are involved in the exploration, prospection, discovery, development and extraction of oil and natural gas deposits. This Report is also intended to satisfy the requirements of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority in the United Kingdom.
