Board of Directors
The Board retains overall accountability for the running of the Company and is accountable for making decisions that could have a material impact on the business. It discharges this responsibility through the executive management team, which is responsible for the day-to-day management of the operations of the Company.
The Board gives strategic direction to the Company. The Board retains full and effective control over the Company and monitors executive management in implementing plans, policies, tactics, procedures and strategies. The ultimate responsibility for the Company rests with the Board. The Board retains effective control through a well-developed governance structure of Board subcommittees and suitable delegation of authority. There is a policy evidencing clear balance of power and authority to ensure that no one director has unfettered powers of decision making.
The Board recognises that it is responsible for implementing practices of good governance and that companies no longer act independently from the societies and the environment in which they operate. The Board is committed to high standards of corporate governance in order to facilitate an environment in which the Company’s assets are safeguarded and the interests of all stakeholders and shareholders are protected.
The Company has adopted a charter for the Audit Committee which establishes the Audit Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Audit Committee is comprised of Mr David Richards (Chairman), Mr Paul Moase and Mr Barrie Wright. The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee, inter alia, meets with the Company’s external
auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.
The Company has adopted terms of reference for the Compensation Committee which establishes the Compensation Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The Compensation Committee is comprised of Mr David Richards (Chairman) and Mr Barrie Wright. It assumes general responsibility for assisting the Board in respect of compensation policies for the Company and to review and recommend compensation strategies for the Company and proposals relating to compensation for the Company’s officers, directors and consultants and to assess the performance of the officers of the Company in fulfilling their responsibilities and meeting corporate objectives. It has the responsibility for, inter alia, administering share and cash incentive plans and programmes for Directors and employees, including the Stock Option Plan, and for approving (or making recommendations to the Board on) share and cash awards for Directors and employees.
The Company has adopted a mandate for the Reserves Committee which establishes the Reserves Committee’s purpose and responsibilities, establishment and composition, authority, duties and responsibilities. The purpose of the Reserves Committee is to ensure the Company complies with the requirements contained in Canada’s National Instrument 51-101 – Standards of Disclosure for Oil and Gas and Activities. It assumes responsibility for the annual audit of the Company’s reserves, including the appointment of a qualified competent person. In addition, the Reserves Committee is responsible for properly overseeing the development, implementation and monitoring of the Company’s Health, Safety and Environment (“HS&E”) policies. Primary responsibility for the Company’s HS&E programme is vested with management. The Reserves Committee is comprised of Mr Barrie Wright (Chairman) and Mr David Mitchell.
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