AIM Rule 26

The Directors acknowledge the importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply, so far as is practicable given the size of the Company and the nature of the business at the current time, with the principles set out in the UK Corporate Governance Code. The UK Corporate Governance Code sets out a standard of minimum best practice for quoted companies.

The Company currently has three Executive Directors and three Non-Executive Directors. The Non-Executive Directors, Julie Barlow, Richard Benmore and Alan Booth, are each regarded by the Company as being independent of the Company and are free from any business or other relationship that could materially interfere with the exercise of their independent judgment. The Board intends to meet bi-monthly, at least six times a year and more frequently as required.

Alan Booth is the designated Senior Independent Non-Executive Director in order to allow for the Chairman and other Directors to have a sounding board, whilst also offering an alternative route of access for shareholders, as recommended by the Code.

All the Directors will have access to the advice and services of the Company Secretary and will be able to gain access to external independent advice should they wish to do so. The Board will be supplied with regular and timely information concerning the activities of the Company from executive Board members and senior management so that it is able to exercise its responsibilities and control functions in a proper and effective manner.

The Directors have established an Audit Committee, a Nominations Committee, a Disclosure Committee and a Remuneration Committee with formally delegated duties and responsibilities to operate with effect from Admission, as described below.

Audit Committee 

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s external auditors relating to the interim and annual accounts and the accounting and internal control systems in use within the Company. The Audit Committee will meet not less than three times in each financial year and will have unrestricted access to the Company’s external auditors. The terms of reference of the Audit Committee require that the members of the Audit Committee shall include only Independent Non-Executive Directors and one member, preferably the chairman of the Audit Committee, shall have recent and relevant financial experience with competence in accounting and auditing.

The Audit Committee, which comprises Alan Booth and Julie Barlow, with Julie Barlow acting as Chair. The Company considers that as a smaller company for the purpose of the UK Corporate Governance Code, the composition of the Audit Committee is consistent with the principles of the UK Corporate Governance Code.

Nominations Committee

The Nominations Committee, which will comprise, following Admission, Richard Benmore and Alan Booth, with Richard Benmore acting as Chair, will review the composition and efficacy of the Board and where appropriate recommend nominees as new directors to the Board.

Remuneration Committee

The Remuneration Committee will review the performance of the Directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time.

The members of the Remuneration Committee include only Independent Non-Executive Directors. The Remuneration Committee, which comprises Alan Booth and Julie Barlow, with Alan Booth acting as Chair. The Company considers that as a smaller company for the purposes of the UK Corporate Governance Code. The composition of the Remuneration Committee is consistent with the principles of the UK Corporate Governance Code.

Disclosure committee

The Disclosure Committee will enforce the Enlarged Group’s inside information policy and, in particular, assess whether information is ‘inside information’ and resolve queries about its materiality. For example, the committee will determine whether an announcement is required in respect of any such inside information and procure that such announcement is made as soon as possible in accordance with the provisions of the AIM Rules and UK MAR. The Disclosure Committee will meet regularly throughout the financial year and, in particular, during periods of heightened market sensitivity.

The Disclosure Committee will comprise Alan Booth and Julie Barlow and will be chaired by Julie Barlow. The Disclosure Committee will meet as required.

The Directors will comply with Rule 21 of the AIM Rules for Companies relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees.

The Company has adopted and will operate a share dealing code for Directors and Company employees in accordance with the AIM Rules for Companies.

The Board complies with the QCA Corporate Governance Code on the basis it is most suited to our requirements, size, strategy, resources, and stage of development. It offers a flexible but rigorous framework that allows Kistis to continue to develop its governance model in support of the business. The QCA Code requires us to apply the following principles which can be found on pg26 of the Annual Report.

Shareholder engagement and participation

In addition to the Senior Independent Director acting as a sounding board for the Chairman and as an intermediary for Shareholders, the Articles contain the following provisions designed to reflect the principles of the UK Corporate Governance Code and engender real shareholder engagement and empowerment. In particular:

• all directors are required to stand for re-election at each annual general meeting, giving Shareholders the annual right to give feedback on the performance of the full board and thereby enshrining Provision 18 of the UK Corporate Governance Code in the Articles;
• voting at all Shareholder meetings will be on the basis of poll voting, with the effect that only the actual numbers of votes cast will be determine whether a particular resolution is passed (and dispensing with the arcane show of hands which has been the subject of much recent criticism from reformers); and
• the Articles allow for the holding of Shareholder meetings as physical meetings, virtual meetings or hybrid meetings; it is a requirement for any valid virtual meeting that Shareholders have the right to speak at the meeting and to participate in the poll in real time.

Date on which this statement was last reviewed: 18 April 2023

The Directors are as follows:

Andrew Austin – Executive Chairman

Mr Austin served as Executive Chairman of RockRose (“RockRose”) from 2016 until 2020,delivering a 42x return to shareholders through a strategy of counter-cyclical acquisitions of legacy / non-core assets in the North Sea and wider UK oil sector. RockRose was sold to Viaro Energy in August 2020 at a price per share of £18.50, representing a premium to the prevalent share price of 64 per cent.. Prior to RockRose, Andrew jointly founded IGas Energy PLC (“IGas”) in 2004 and developed it to become the leading onshore hydrocarbon producer in the UK, delivering natural gas and crude oil to Britain’s energy market. Andrew left IGas in 2015, having delivered partnerships with Total, GDF and Ineos. Prior to his tenure at IGas, Mr Austin spent six years in management and consulting roles with clean tech companies including Generics Group and Whitfield Solar. Mr Austin spent 17 years working in investment banking in the City of London with Merrill Lynch, Nomura, Citibank and Barclays Capital.

Peter Mann – Chief Executive Officer

Peter Mann was CEO and Managing Director of RockRose from 2017 until 2021, following five years in the UK onshore oil and gas industry. During this period, Peter was responsible for business strategy and implementing a restructuring strategy. Prior to joining the oil and gas industry, Peter’s career included various management roles. He also served in the British Army for six years.

Richard Slape – Chief Financial Officer

Richard Slape was CFO of RockRose from 2019 until 2021. Richard has over 30 years of experience working with independent Oil & Gas exploration and production companies. He has spent much of his career working in equity capital markets but has also held roles at Rockhopper Exploration and Lansdowne Oil & Gas, where he was a director.

Richard Benmore B.Sc, M. Sc, Ph.D – Non-Executive Director

Richard Benmore has 35 years’ experience in the Oil and Gas industry with Conoco, Oryx Energy, Nimir Petroleum, EnCana, Nexen Petroleum and IGas. Richard has held a variety of roles starting his career as a petroleum geologist before moving into various commercial, business development and E&P managerial positions. He recently managed Nexen’s unconventional projects in the U.K. and Poland and was a board member of Nexen Exploration U.K.. Richard was a non-executive director of RockRose.

Julie Barlow – Non-Executive Director and chair of audit committee

Julie Barlow joined the Pentex Group of companies in 1999 as Financial Controller. As a result of a MBO in 2003, she was retained as Group Financial Controller and Company Secretary. In 2005 the Star Energy Group acquired the Pentex Group and Julie was promoted, initially to Financial Controller and then Managing Director of the Production Division. In 2008 the Star Energy Group became part of the PETRONAS Global Group of Companies. In 2011, the Production Division of the Star Energy Group was acquired by IGas. Since 2017, Julie has been an independent contractor, latterly working with RockRose, supporting its M&A capability and integration of acquisitions. She is a chartered management accountant.

Alan Booth – Non-Executive Director

Alan Booth has 30 years’ experience in oil and gas exploration. He is currently a director of Storegga Geotechnologies, which champions and delivers carbon storage (CCS), hydrogen and other subsurface renewable projects in the UK and internationally. Between 2013 and 2018, Alan was a non-executive director of Ophir Energy plc, an Official List company, becoming CEO in May 2018. In this role, he led Ophir through its £391 million recommended offer from Ophir Medco Energi Global PTE Limited, which completed in May 2019. Previously, Alan was founder and CEO of EnCore Oil plc, an AIM-listed oil and gas exploration company and was the founder and director of EnCounter Oil Ltd. Alan holds a BSc in Geology from the University of Nottingham and MSc. DIC. in Petroleum Geology from the Royal School of Mines, Imperial College. He is a former president of the UK Offshore Operators Association (UKOOA) and was a director of the Oil and Gas Independents Association (OGIA) between 2006 and February 2020.

Audit Committee
The Audit Committee, which will initially comprise Alan Booth and Julie Barlow, with Julie Barlow acting as Chairman, will determine and examine any matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. In addition it will consider the financial performance, position and prospects of the Company and ensure they are properly monitored and reported on.

Nominations Committee
The Nominations Committee, which will initially comprise Andrew Austin and Richard Benmore with Andrew Austin acting as Chairman, will review the composition and efficacy of the Board and where appropriate recommend nominees as new directors to the Board.

Remuneration Committee
The Remuneration Committee, which will initially comprise Alan Booth and Julie Barlow with Alan Booth acting as Chairman, will review the performance of the Directors and set their remuneration (as and when their roles may be afforded a change to executive status), determine the payment of bonuses to the executive director and consider the overall approach and basis for the Company’s bonus and incentive arrangements for employees.

Disclosure committee
The disclosure committee will be responsible for ensuring that the Company makes timely and accurate disclosure of all information that is required to be disclosed to meet its disclosure obligations arising from the admission of its shares to AIM.

Circular documents are uploaded to this site and can be viewed here

Kistos Holdings plc is incorporated and registered in England and Wales with registered number 14490676. Kistos Holdings plc’s main country of operation is the UK.

Kistos Holdings plc Articles – adopted (PDF)

The securities of the Company are traded on the AIM market operated by the London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.

Kistos Holdings plc has 82,863,743 shares in issue with approximately 29.27% not in public hands.

These shareholdings may differ from those shown on external electronic platforms, which are based solely on shareholder TR-1 disclosures, because (i) fund managers may hold shares in multiple separate funds where part holdings are considered below disclosure requirement levels (ii) fund managers may not hold all of the voting rights of the shares (iii) some fund managers have exemption status under EU rules not to disclose TR-1 holdings under 5% (rather than 3%) and (iv) external electronic platforms may not be up-to-date with new shareholder positions.”

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Nominated Adviser and broker
Panmure Gordon (UK) Limited,
One New Change,
London,
EC4M 9AF

Joint broker
Berenberg,
60 Threadneedle Street,
London,
EC2R 8HP

Legal adviser to the Company
Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside,
London,
EC2V 6DN

Auditors and Reporting Accountants
BDO LLP,
55 Baker Street,
London W1U 7EU
United Kingdom

Registrar
LINK Asset Services Limited
34 Beckenham Road,
Beckenham,
Kent,
BR3 4TU