The following information and links are provided for the purposes of compliance with Rule 26 of the AIM Rules for Companies.
Last updated: 7 December 2015.
Steve Jenkins, Chairman
Andrew Knott, Chief Executive Officer
Mark Iannotti, Non-Executive Director
David Jamison, Non-Executive Director
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. As an AIM-quoted company, Savannah Petroleum is not required to comply with a particular corporate governance regime, but 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 2012 UK Corporate Governance Code (the “UKCG Code”) and have complied with their provisions where considered relevant and appropriate, having regard to the size, current stage of development and resources of the Company.
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 major capital investment plans, the framework for risk management and internal controls and governance matters. 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 Committee and a combined Remuneration and Nomination Committee, 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 Committee is chaired by Mark Iannotti and its other members are David Jamison and Steve Jenkins. The members are all independent non-executive directors of the Company. If required, at the request of the Chairman of the Audit Committee, the Chief Executive Director and senior members of management are also invited to attend meetings.
Under its Terms 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. The Audit Committee is required to meet not less than three times a year at appropriate times in the financial reporting and audit cycle and whenever necessary to fulfil its responsibilities.
The Remuneration and Nomination Committee is chaired by David Jamison and its other members are Steve Jenkins and Mark Iannotti.
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.
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.
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