Committees
The committee is committed to its primary role of assisting the Board in achieving the Group’s strategic objectives whilst protecting stakeholder interests.
Committee members
- Fiona Paulus (Chair)
- Christopher Hopkinson
The qualifications presented in the biographies of the members of the Committee can be found on the ‘Board’ page, and their respective contributions to the activities of the Committee, demonstrated that the Committee has the necessary levels of competence in oil & gas upstream and downstream operations and in accounting and auditing, as well as recent and relevant financial experience.
Key responsibilities
There were no substantial changes in the key areas of responsibility of the committee as categorised below:
- Review the Group’s annual and interim reports including financial statements,
- Review the formal announcements of financial results, investor presentations and any other related announcements;
- Review the effectiveness of the Group’s internal control and risk management systems;
- Monitor compliance with applicable regulatory and legal requirements and the Group’s Code of Conduct;
- Monitor and review the effectiveness of the Group’s internal audit function;
- Maintain the relationship with the Company’s external auditor and oversee its appointment, remuneration and terms of engagement whilst continually assessing its independence and objectivity; and
- Review audit findings and assess the standard and effectiveness of the external audit.
Documents:
The Committee is committed to its primary role of assisting the Board in achieving the Group’s strategic objectives whilst protecting stakeholder interests.
Committee members
- Martin Gudgeon (Acting Chair)
- Christopher Hopkinson
- Fiona Paulus
- Stephen Whyte
The Chairman does not have any other significant commitments to report.
Key responsibilities
- Lead the process for Board appointments and make recommendations to the Board regarding candidates for appointment or re-appointment as Directors;
- Monitor and make recommendations to the Board on Board governance and corporate governance issues, to enable the Board to operate effectively and efficiently;
- Regularly review the structure, size and composition (including skills, knowledge and experience) required of the Board;
- Keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace; and
- Review annually the time required from Non-Executive Directors.
Documents:
The primary responsibilities of the Committee are set out in its terms of reference which are reviewed and updated annually. When making recommendations to the Board regarding Executive Directors’ remuneration the Committee is able to consider corporate performance on environmental, social and governance issues and ensures that any incentive structures do not raise any environmental, social or governance risks by inadvertently motivating irresponsible behaviour.
Committee members
- Christopher Hopkinson (Chair)
- Martin Gudgeon
- Fiona Paulus
Their biographies can be found on the ‘Board’ page. The Company Secretary acts as secretary to the Committee.
Key responsibilities
- Making recommendations to the Board on the Company’s overall framework for remuneration and its cost and, in consultation with the Executive Chairman and Chief Executive Officer, determining the remuneration packages of each of the Executive Directors;
- Reviewing the scale and structure of Executive Directors’ remuneration and the terms of their service or employment contracts, including share-based schemes, other employee incentive schemes adopted by the Company from time to time and pension contributions;
- Demonstrating to the shareholders of the Company that the remuneration of the executive directors of the Company and other senior members of executive management of the Company and its subsidiaries is set by a committee of the Board whose members have no personal interest in the outcomes of the decisions of the committee and who will have due regard to the interests of the shareholders; and
- Ensuring payments made on termination comply with the relevant provisions of the Company’s Remuneration Policy.
The remuneration of the Chairman, the Chief Executive, the Chief Financial Officer, the Company Secretary and all other senior members of executive management is determined by the Committee under delegated powers from the Board and in accordance with the Committee’s terms of reference. The Chairman and the executive members of the Board determine the remuneration of all Non-Executive directors, including members of the Committee.
In accordance with the terms of reference, members of the Committee shall be appointed by the Board on the recommendation of the Nomination and Governance Committee in consultation with the Chair of the Committee. The Committee must always include at least three independent Non-Executive Directors who comprise a majority of the Committee.
Documents:
The Strategy Committee was formally created on 25 February 2023.
Committee members
- Stephen Whyte (Chair)
- Martin Gudgeon
- Arfan Khan
Key responsibilities
- Assessing the corporate and strategic performance of the Company and its subsidiaries (the “Group”) in its broadest sense, and forming a wide view on the adequacy of progress made in achieving strategic objectives and outcomes, and of the systems to measure, monitor and deliver on them;
- supporting the Board and Senior Management in formulating the overall strategy for the Company, with particular emphasis on horizon scanning, priorities, activities and outcomes;
- considering the strategic development opportunities for the Group, including by way of acquisitions, disposals, joint ventures, commercial co-operations or otherwise; and
- considering options for shareholder investment or exit.
