AIM Rule 26

The following information and links are provided for the purposes of compliance with Rule 26 of the AIM Rules for Companies.

Last updated: 10 April 2018.

Savannah Petroleum (“Savannah” or “the Company”) is a UK oil and gas company focused around the exploration, appraisal, development and monetisation of the R1/R2 and R3/R4 Production Sharing Contracts in South East Niger.

Steve Jenkins, Chairman

Rt. Hon. Sir Stephen O’Brien, Vice Chairman

Andrew Knott, Chief Executive Officer

Isatou Semega-Janneh, Chief Financial Officer

David Clarkson, Non-Executive Director

Mark Iannotti, Non-Executive Director

David Jamison, Non-Executive Director

Michael Wachtel, Non-Executive Director

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Introduction

The Board recognises its responsibility for the proper management of the Company and the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its shareholders. The Board is therefore committed to maintaining high standards of corporate governance. Savannah is not required to comply with a particular corporate governance regime. Nevertheless, the Directors recognise the value of the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the “QCA Code”) and the 2016 UK Corporate Governance Code (the “UKCG Code”). The Company has complied with their principles and provisions where relevant and appropriate, having regard its size, resources and the direct cost of delivering effective corporate governance.

The Directors note that, under the recent changes to AIM Rule 26, the Company will be required to apply a recognised industry corporate governance code of its choice and publish a statement on its website by 28 September 2018, disclosing how it complies with or deviates from that code. Savannah is currently undertaking a review to determine which code would be the most appropriate to adopt going forward, in view of the changes being proposed to the UKCG Code.

The Board

The Board is collectively responsible to the shareholders for the effective oversight and long-term success of the Company. In addition to those matters required by the Companies Act 2006, the Board is also responsible for strategy, performance, capital structure, approval of key contracts and major capital investment plans, the framework for risk management and internal controls, governance matters, and engagement with shareholders and other key stakeholders. The Board’s full responsibilities are set out in a formal schedule of matters reserved for its decision.

The Board delegates certain responsibilities to its Board Committees, so that it can operate efficiently and give an appropriate level of attention and consideration to relevant matters. The Company has an Audit and Risk Committee and a combined Remuneration and Nomination Committee, and a Compliance Committee, all of which operate within a scope and remit defined by specific terms of reference determined by the Board.

The Board and its Committees are provided with information on a timely basis in order to facilitate the proper assessment of the matters under consideration.

The Audit and Risk Committee

During 2017, the Audit Committee was chaired by Mark Iannotti and its other members were David Jamison and Steve Jenkins. Following the appointment of the new directors, the composition of the Committee was refreshed, to draw upon the skills and experience of the enlarged Board. The members of the Committee now comprise Mark Iannotti, who continues to chair the Committee, David Clarkson, Sir Stephen O’Brien and Michael Wachtel. The Committee name was changed from “Audit Committee” to “Audit and Risk Committee” to emphasise its increased focus on identifying, managing and mitigating risks faced by the business. The members are all independent non-executive directors of the Company. Mark Iannotti is considered by the Board to have recent and relevant financial experience and the Committee as a whole has competence relevant to the sector in which the company operates, as required by the UKCG Code. If required, at the request of the Chairman of the Audit and Risk Committee, the Chief Executive Director and senior members of management are also invited to attend meetings.

The terms of reference of the Committee reflect the current statutory requirements and best practice appropriate to a company of Savannah's size, nature and stage of development. Under its erms of reference, the role of the Committee is to assist the Board in discharging its responsibilities with regard to monitoring the integrity of the Group’s financial reporting. It reviews reports from the external auditor relating to the accounts, oversees the relationship with the external auditor, and makes recommendations to the Board regarding their appointment. The Committee is also responsible for reviewing the adequacy and effectiveness of the company’s internal controls and risk management systems and reporting its findings to the Board. The ultimate responsibility for the reviewing and approving the Annual Report and the half-yearly reports remains with the Board. In March 2018, reflecting the anticipated increase in the complexity of the Group following completion of the acquisition of the Seven Assets, the Committee determined that the minimum number of meetings should be increased to not less than four times a year, at appropriate times in the financial reporting and audit cycle and whenever necessary to fulfil its responsibilities.

Where there is an overlap of responsibilities between the Audit and Risk, Health, Safety, Security and Environment and Compliance Committees, the respective Committee Chairmen have the discretion to agree the most appropriate Committee to fulfil any obligation.

Download Audit and Risk Committee Terms of Reference

THE COMPLIANCE COMMITTEE

The Compliance Committee is chaired by Michael Wachtel and its other members are David Clarkson, David Jamison and Mark Iannotti. All members are independent Non-executive Directors of the Company.

The purpose of the Committee is to support the Board in fulfilling its responsibilities to promote and oversee compliance with all legal and regulatory obligations, and to communicate the Board’s commitment to compliance to the Group’s staff, contractors and other stakeholders.

Under its terms of reference, the Committee is responsible for overseeing the development and implementation of, and compliance with, a strategy and framework of policies, procedures, systems and controls to identify, assess, manage and report on compliance matters. The areas of focus include the prevention of bribery, corruption, moneylaundering and countering of terrorist financing, gifts and hospitality, per diem payments, business relationships, including dealings with public officials, agents, intermediaries, consultants, contractors and advisers, mergers, acquisitions and major new projects, whistleblowing arrangements and reports, conflicts of interest and legal and regulatory compliance risks.
The Committee is also responsible for regularly assessing the adequacy and effectiveness of the above framework.

The Committee is required to meet four times a year.

Download Compliance Committee Terms of Reference

THE HEALTH, SAFETY, SECURITY AND ENVIRONMENT COMMITTEE

The Committee is chaired by David Clarkson and its other members are Steve Jenkins and Sir Stephen O’Brien. All members are independent Non-executive Directors of the Company.

The purpose of the Committee is to ensure that the Company has an appropriate framework of policies, procedures, systems and controls in place in relation to the health, safety, security and environmental risks arising from the operations of the Group, to promote the appropriate culture, behaviours and decisions and to communicate the Board’s commitment to these matters to the Group’s staff, contractors and other stakeholders.

In addition, the Committee is responsible for overseeing compliance with the above framework and receiving reports on all serious accidents and incidents within the Group, together with corresponding actions taken by management. The Committee oversees the effectiveness of this framework and its impact, as well as the quality and integrity of any reporting to external stakeholders regarding health, safety, security and environmental matters.

The Committee is required to meet at least three times a year.

Download HSSE Committee Terms of Reference

The Remuneration and Nomination Committee

The Remuneration and Nomination Committee is chaired by David Jamison and its other members are Steve Jenkins and Mark Iannotti. All members of the Committee are independent Nonexecutive Directors.

Under its Terms of Reference, the Committee is responsible for determining and reviewing the terms and conditions of service (including remuneration) and termination of employment of executive directors and senior employees and the grant of options implemented from time to time. The Committee is required to meet at least twice a year.

Download Remuneration & Nomination Committee Terms of Reference

Share Dealing Code

The Directors comply with Rule 21 of the AIM Rules relating to directors’ and applicable employees’ dealings in the Company’s securities. Accordingly, the Company has adopted an appropriate Share Dealing Code for directors and applicable employees and the Company takes all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of the AIM Rules relating to dealings in securities.

Company Secretary

Link Company Matters Limited
65 Gresham Street
London EC2V 7NQ
United Kingdom

Nominated Adviser

Strand Hanson Limited 
26 Mount Row 
London W1K 3SQ
United Kingdom

Joint Brokers

Mirabaud Securities LLP 
33 Grosvenor Place 
London SW1X 7HY
United Kingdom

Hannam & Partners
2 Park Street
London W1K 2HX

Solicitors to the Company

Burness Paull LLP 
50 Lothian Road
Festival Square 
Edinburgh EH3 9WJ
United Kingdom

EY Cameroon 
1602 Bd de La Liberté 
Akwa 
Douala 
Cameroon

Clyde & Co
St Botolph Building
138 Houndsditch
London EC3A 7AR
United Kingdom

Auditors

Grant Thornton UK LLP 
Grant Thornton House
Melton Street
Euston Square
London NW1 2EP
United Kingdom

Registrar

Computershare Investor Services plc 
The Pavilions
Bridgwater Road 
Bristol BS13 8AE
United Kingdom