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 al vital ingredients to get this right for our stakeholders.

In order to ensure that it is involved in making important decisions for the Group and to ensure there is a clear division of responsibilities between the Board and executive management, the Board has identified certain ‘reserved matters’ that are subject to its approval. Other matters, responsibilities and authorities have been delegated to its committees and the senior management team as set ou tin the governance framework. The schedule of matters reserved for the Board is reviewed annually and is available here.

On 27 November 2018 the Board resolved to expand the role of the Company’s Chairman, Atul Gupta, to give him certain executive responsibilities, in particular in relation to business development, strategic initiatives and investor relations. Notwithstanding this, in accordance with the Code, the roles of Chairman and Chief Executive remain separate, with each having distinct and clearly defined responsibilities, as summarized in the Board structure diagram. Mr Gupta’s new role as executive Chairman is to guide, advise, counsel and assist the Chief Executive Officer in overseeing the Company’s implementation of its strategy. The Chief Executive Officer remains responsible for line-management of his direct reports and implementation of the Company’s strategy.

The Chairman’s overarching role in leading an effective Board is supported by the Senior Independent Director, while the Chief Executive’s Officer’s strategic capabilities are strengthened by the Senior Management Team.

Robust oversight is crucial for strong corporate governance and the Board is committed to securing this through the appropriate balance of independent non-executive directors.

The Board considers all of its non-executive directors, other than Michael Calvey and Simon Byrne, to be independent within the meaning of such term as defined in the Code. Mr Calvey and Mr Byrne are not deemed to be independent as a result of having ben nominated by Baring Vostok Capital Partners and Mayfair Investments B.V. respectively, who are two of the largest shareholders in the Company.

The Board has due regard for the importance of, and benefits from, diversity in its membership, including gender diversity, and strives to maintain an appropriate balance on the Board. The Board is comprised of individuals with diverse sectoral experience, ages, geographic and ethnic origin and gender.

The Company has 11% female representation on its Board. The Nomination and Governance Committee remains satisfied tha the Board has the right mix of skills an experience to operate effectively, but remains committed to monitoring diversity closely and increasing diversity where possible as part of future succession planning.

Bribery and corruption are significant risks in the oil and gas industry and as such the Company operates a Group-wide Anti-Corruption and Bribery Policy, which applies to all Group employees and contractor staff. The Policy requires annual bribery and corruption risk assessments; risk-based due diligence on all parties with whom the Company does business; appropriate anti-bribery and corruption clauses in contracts; and the training of personnel in anti-bribery and corruption meansures. In addition, the Company’s Code of Conduct requires that employees or others working on behalf of the Company do not engage in bribery or corruption in any form.

The Company has also adopted a Whistle-blowing Policy that takes account of the Whistle-blowing Arrangements Code of Practice issued by the British Standards Institute and Public Concern at Work.