Role & Culture of the Board:
PetroNor E&P’s Board of Directors of the Company is responsible for establishing the corporate governance framework of the Company, having regard to the Corporations Act 2001 (Cth) and applicable Listing Rules.
In accordance with OAX Listing Rules, this corporate governance statement summarises the corporate governance practices adopted by the Company.
The current corporate governance plan is accessible here PetroNor E&P’s Corporate Governance Plan (PDF).
Board Member Selection:
The Composition and election of Board members is substantially the province of the shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:
A: the composition of the Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction; and
B: the principal criterion for the appointment of new Directors is their ability to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfill the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.
The Board is to comply with the Oslo Børs regulations with respect to Board composition. Directors of the Company are considered to be independent when they are a non executive director (i.e. not a member of management and have not been for the preceding three years), hold less than 5% of the voting shares of the Company and are free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.
Non-Executive Directors Dr. D. King and Mr. T. Turner are considered to be independent.
The role and responsibilities of the Chief Executive Officer are discharged by Executive Director, Mr. Jens Pace. The Board considers relevant industry experience and specific expertise important in providing strategic guidance and oversight of the Company, and it believes Mr. J. Pace is the most appropriate person to fulfill the role.
Dr. David King
Eyas Alhomouz (Chairman)
Jens Pace (CEO)
Stephen West (CFO)
Knut Søvold (COO)
There are procedures in place, agreed by the Board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense.
The Audit Committee
The audit and risk committee (the “Audit Committee”) is a committee of the Board of Directors that supports the Board of Directors in fulfilling its requirements with respect to financial reporting, internal accounting controls and auditing matters. The Audit Committee is required to comply with laws, regulations and stock exchange requirements, which inter alia require that the majority of the members are independent and at least one of the independent members shall have relevant qualifications within accounting/auditing. The Audit Committee consists of Mr. Turner (Chairman) and Mr. Iskander. The Audit Committee is appointed by and amongs the members of the Board of Directors. Mr. Turner satisfies the criteria of being both independent from management and competent in accounting.
According to the Company’s Audit and Risk Committee Charter, the Audit Committee shall consist of at least three members appointed by the Board of Directors. All members of the committee must be non-executive directors and a majority of the members must be independent.
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its statutory and fiduciary responsibilities relating to:
- the quality and integrity of the Company’s financial statements, accounting policies and financial reporting and disclosure practices;
- compliance with all applicable laws, regulations and company policy;
- the effectiveness and adequacy of internal control processes;
- the performance of the Company’s external auditors and their appointment and removal;
- the independence of the external auditor and the rotation of the lead engagement partner; and
- the identification and management of business risks.
A secondary function of the Committee is to perform such special reviews or investigations as the Board of may consider necessary may consider necessary.
Continuous Disclosure Committee
In accordance with the Company’s Corporate Governance Plan, the Company has established a Continuous Disclosure Committee, which currently consists of the following members: Dr. King (Chairman), Mr. Turner and Mr. Alhomouz.
The Continuous Disclosure Committee shall be comprised of at least three Directors, the majority being independent non-executive directors. The committee is chaired by an independent director appointed by the Board of Directors.
The Continuous Disclosure Committee is charged with the responsibility for the development and oversight of the policy and procedures applicable to the Company’s continuous disclosure obligations. In particular, the Continuous Disclosure Committee is charged with the responsibility of ensuring that any exchange announcement concerning operational or geological activities, updates, results or statements of similar nature are reviewed and signed off by an appropriately qualified person from the senior management of the Company who is independent from the Company’s larger shareholders, or an appointed independent adviser, which may include the competent person, and that their name, position and qualifications are included in the notification together with a statement to the effect that they have reviewed the information contained therein.
The nomination committee (the “Nomination Committee”) comprises of the following members: Dr. King (Chairman) and Mr. Alhomouz.
According to the Nomination Committee Charter as adopted by the Board of Directors, the Nomination Committee shall comprise at least three non-executive Directors, one of whom will be appointed the Chairman of the committee. The majority of the members of the Nomination committee shall be independent.
The primary purpose of the Nomination Committee is to support and advise the Board of Directors in maintaining a Board of Directors that has an appropriate mix of skills and experience to be an effective decision-making body, and ensuring that the Board of Directors is comprised of Directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance.
The Board has established a Remuneration Committee with specific powers delegated under the Company’s Remuneration Committee Charter. The charter sets out the committee’s function, composition, mode of operation, authority and responsibilities. The members of the committee are: Dr. King (Chairman) and Mr. Alhomouz.
The remuneration policy of the Company, setting the terms and conditions of remuneration for the Directors, was approved by the Board as a whole.
The Company is an exploration and production entity, and therefore speculative in terms of performance. Consistent with attracting and retaining talented executives, Directors and senior executives are paid market rates associated with individuals in similar positions within the same industry. The remuneration may consist of a salary, bonuses, or any other element but must not be a commission on, or percentage of, operating revenue.
All remuneration paid to Directors is valued at the cost to the Company and expensed. Options are valued using the Black-Scholes methodology.
The Board’s policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board as a whole determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability.
Corporate Governance Report:
PetroNor E&P (“PetroNor”) is listed on the Oslo Axess (“PNOR”). PetroNor’s Board of Directors are responsible for establishing the Corporate Governance Framework of the Company.
The Board of PetroNor is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of Corporate Governance commensurate with PetroNor’s needs. It also attempts to meet the extensive range of varying legal, regulatory and governance requirements applicable to publicly listed companies in Norway.
The Board supports the principles of effective Corporate Governance and is committed to adopting high standards of performance and accountability, commensurate with the size of the Company and its available resources. Accordingly, the Board has adopted Corporate Governance principles and practices designed to promote responsible management and conduct of the Company’s business.
The Company is pleased to make the following information on its Corporate Governance available to its Shareholders on its website. Our Corporate Governance Plan covers the following areas:
Corporate Code Of Conduct;
Audit and Risk Committee Charter;
Remuneration Committee Charter;
Nomination Committee Charter;
Risk Management; and
Guidelines for Buying and Selling Securities (Securities Trading Policy)
Further information on PetroNor E&P’s Corporate Governance Plan (PDF).
Corporate Governance Policy Statement
In accordance with Oslo Listing, the Corporate Governance statement included in the Company’s annual report discloses the extent to which the Company has followed the CGC Recommendations by detailing the Recommendations that have not been adopted by the Company and the reasons why they have not been adopted. The Corporate Governance practices disclosed by PetroNor (previously African Petroleum) in the Corporate Governance statement are in place throughout the reporting year.