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 Quoted Companies Alliance’s Corporate Governance Code (QCA Code).
The Board follows the Quoted Companies Alliance’s Corporate Governance Code (QCA 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 Kistos to continue to develop its governance model in support of the business.
The Company currently has three Executive Directors and three Non-Executive Directors. The Non-Executive Directors, Richard Benmore, Stephen Pawson, 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.
Board of Directors
Audit and Risk Committees
Chair
Steve Pawson
Remuneration Committee
Chair
Alan Booth
Nomination Committee
Chair
Richard Benmore
Senior leadership team
The senior leadership team works closely with the Executive Directors on operational and strategic areas, including financial planning and analysis, risk management and controls, corporate governance, business development and HSE matters. The senior leadership team meets on a weekly basis and includes representation from the operational areas below.
Kistos Norway
Kistos Norway comprises the Group’s non-operated interests in the Balder and Ringhorne Øst licences in the Norwegian North Sea.
Kistos Norway is led by Sverre Skogen, CEO Kistos Norway.
Kistos Netherlands
Kistos Netherlands comprises the Group’s operated interests in the Netherlands, primarily in the Dutch North Sea.
Kistos Netherlands is led by Renee Borsch, Country Manager.
Kistos UK
Kistos UK comprises the Group’s nonoperated interests in the GLA, oversight of which is managed by UK employees and head office functions.
The head office functions include
Group finance and accounting, legal, company secretarial, HSE and business development.
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.
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 Steve Pawson, with Stephen Pawson acting as Chair. The Company considers that as a smaller company for the purpose of the QCA Corporate Governance Code, the composition of the Audit Committee is consistent with the principles of the QCA Corporate Governance Code.
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.
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 Stephen Pawson, with Alan Booth acting as Chair. The Company considers that as a smaller company for the purposes of the QCA Corporate Governance Code. The composition of the Remuneration Committee is consistent with the principles of the QCA Corporate Governance Code.
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 Stephen Pawson and will be chaired by Steve Pawson. 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 Kistos to continue to develop its governance model in support of the business.
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 QCA 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
- 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.
