Gulfsands Petroleum plc delisted from the AIM market in April 2018 but remains a Public Limited Company (“PLC”). While non- listed companies are not subject to the requirements of the UK Corporate Governance Code on corporate governance, the Board has sought to continue to maintain appropriate standards of corporate governance, as it considers practicable for the size, stage of development and operations of the Group.
Board of Directors
The Board sets the Group’s strategic objectives taking into account the financial and human resources available within the Group to meet these objectives. The Board determines the Company’s key policies values and standards, effectively communicating these throughout the Group. Periodically the Board reviews the potential risks to the Group and the Board ensures the probability of these risks affecting the business are minimised via management and mitigation.
The Board’s role is to provide entrepreneurial leadership of the Group within a framework of effective controls and periodic reporting; this enables operational and financial performance to be actively monitored and managed.
Gulfsands’ business carries political, commercial and technical risks. Accordingly, particular attention is paid to the composition and balance of the Board to ensure that it has experience of the oil & gas industry, the regulatory environments in which the Group operates and has appropriate financial and risk management skills to lead the Group.
Further information on the operation of the Board can be found in the Annual Report. Biographies of each of the directors can be found on a separate page of this website.
The Company has established two sub-committees of the Board, an Audit Committee and a Remuneration Committee, the purpose of which are to review areas of the business mandated by the Board and to present findings and recommendations to the Board for its decision. A detailed schedule of matters reserved for the Board is in place.
The primary duties of the Audit Committee are: to review the company’s Financial Statements; to review the effectiveness of the company’s internal controls; to review the Company’s risk management processes and the risks to which the Company is exposed; to oversee the relationship with the external auditor; and to review the Company’s whistle-blowing processes. The Chairman of the Audit Committee is Richard Milne and the other participating members of the committee are Michael Kroupeev and Joe Darby.
The activities of the Audit Committee are governed by terms of reference which cover its mandate, its composition, the independence and expertise of the members, frequency of meetings, and its responsibilities.
Further information on the operation of the Audit Committee can be found in the Annual Report
The Remuneration Committee is responsible for considering and making recommendations to the Board in respect of remuneration for the Chairman, Managing Director and Executive Directors. The committee also has oversight of the remuneration arrangements for the direct reports to the Executive Directors, the remuneration policy for which is set by the Managing Director. The Chairman of the Remuneration Committee is Joe Darby and the other participating members of the committee are Michael Kroupeev and Richard Milne.
The activities of the Remuneration Committee are governed by terms of reference which cover its mandate, its composition, the independence and expertise of the members, frequency of meetings, and its responsibilities.
Further information on the operation of the Remuneration Committee and details of the Company’s remuneration policy and practices can be found in the Annual Report.
Code of Business Conduct
In order to communicate its corporate governance standards to employees, contract staff and contractor personnel across the Group, the Board has established a Code of Business Conduct and Ethics which is supported by detailed internal policies and procedures. Compliance with the Code of Business Conduct and Ethics is a contractual requirement for all personnel. The Code is attached.