AIM Rule 26
IOG is a UK based gas development specialist, incorporated in England and Wales (company no. 07434350) focused on the Southern North Sea (SNS) with a fully-funded Saturn Banks Project consisting of a 50% operated stake in six proven gas discoveries plus the Saturn Banks Pipeline and onshore Saturn Banks Reception Facilities at the Bacton Gas Terminal. The IOG team has extensive experience in delivering successful gas projects in the SNS. The company’s Saturn Banks Project is set to deliver material cashflow once on production, with further value to be created via incremental additions.
Audit Committee
The Audit Committee comprises Esa Ikaheimonen (Non-Executive Chair of the Committee) and Fiona MacAulay. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. In addition, it receives and reviews reports from the Company’s management and auditors. The Audit Committee meets at least twice a year and has unrestricted access to the Company’s auditors
Remuneration & Nominations Committee
The Remuneration Committee comprises Fiona MacAulay (Non Executive Chair of the Committee) and Esa Ikaheimonen. The Remuneration Committee determines the remuneration of the executive directors and grants share options and any other equity incentives pursuant to any share option scheme or long-term incentive plan in operation from time to time. The Remuneration Committee meets at least twice a year.
HSE and Technical Committee
The HSE & Technical Committee comprises Neil Hawkings (Non-Executive Chair of the Committee), David Gibson (COO) and Mark Yates (Head of HSE) as secretary. The overall duty of the Committee is to advise the Board, support the management team and foster an open attitude throughout the company in the conduct and reporting of risk management. The Committee ensures that the subject policies and strategies reflect the Board’s overall current and anticipated priorities, strategies and plans. The Committee has the primary responsibility for monitoring the HSE performance for the Company, setting key goals and objectives in line with the HSE Policy. It is also responsible for reviewing and monitoring Technical aspects of the business, maintain Operational excellence and approve the Company’s Reserves on an annual basis. The HSE policy incorporates the formal IOG Environmental Management System (EMS) in accordance with the requirements of the ISO14001 Standard. The most recent version of the policy was approved by the IOG board in December 2020. This policy will guide the ongoing development of the IOG EMS and its operating practices going forward.
Securities Information
None.
The Company's Ordinary Shares are not listed on any other exchanges or trading platforms.
CORPORATE GOVERNANCE STATEMENT
The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Quoted Companies Alliance has published a set of corporate governance guidelines for AIM companies, which include a code of best practice, comprising principles intended as a minimum standard and recommendations for reporting corporate governance matters.
Set out below is a description of the Company’s corporate governance practices.
The Board
The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls.
The Board is responsible for establishing and maintaining the Group’s system of internal financial controls and importance is placed on maintaining a robust control environment. The Board has established key procedures to provide effective internal financial control including the following:
- Monthly management reporting to enable the Board to monitor the performance of the Group;
- The adoption and review of a comprehensive annual budget for the Group. Monthly results are examined against the budget and deviations closely monitored by the Board;
- The Board is responsible for identifying major business risks faced by the Group and for determining the appropriate courses of action to manage those risks.
The Board includes three non-executive directors. If necessary, the non-executive directors may take independent advice. The Board has delegated specific responsibilities to the committees referred to below.
Audit Committee
The Audit Committee comprises Esa Ikaheimonen (Non-Executive Chair of the Committee) and Fiona MacAulay. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. In addition, it receives and reviews reports from the Company’s management and auditors. The Audit Committee meets at least twice a year and has unrestricted access to the Company’s auditors.
Remuneration & Nominations Committee
The Remuneration Committee comprises Fiona MacAulay (Non Executive Chair of the Committee) and Esa Ikaheimonen. The Remuneration Committee determines the remuneration of the executive directors and grants share options and any other equity incentives pursuant to any share option scheme or LTIP in operation from time to time. The Remuneration Committee meets at least twice a year.
HSE and Technical Committee
The HSE & Technical Committee comprises Neil Hawkings (Non Executive Chair of the Committee), Andrew Hockey (CEO), David Gibson (COO) and Mark Yates (Head of HSE) as secretary. The Committee has the prime responsibility for monitoring the HSE quality for the Company, setting key goals and objectives in line with the HSE Policy. It is also responsible to review and monitor ongoing Technical improvements, adopt Operational excellence and approve the Company’s Reserves on an annual basis. The HSE policy has been developed for the formal IOG Environmental Management System (EMS) in accordance with the requirements of the ISO14001 Standard. The most recent version of the policy was approved by the IOG board in March 2018. This policy will guide the development of the IOG EMS and its operating practices going forward.
Environmental Management
An Environmental Management System is in place to manage the environmental aspects of IOG’s offshore construction and oversight of production operations. The scope of the EMS covers offshore construction, drilling, site and environmental surveys, and office-based activities carried out in support of these offshore operations. IOG PLC has achieved both external verification of the EMS to ISO14001 and associated verification to OSPAR Recommendation 2003/5.
A key function of the EMS is to identify the significant environmental aspects of IOG’s offshore operations and related legal responsibilities as License Holder and Field Developer. This allows IOG to focus on managing the key environmental aspects of its operations and helps to maintain legal compliance throughout the project life cycle. This also provides a framework to set appropriate objectives and targets for the control of environmentally significant aspects of the Company’s operations.
Statement of Compliance with the QCA Corporate Governance Code
Download the Statement of Compliance with the QCA Corporate Governance Code
The following information is disclosed in accordance with Rule 26 of the AIM Rules.
This page was updated on 12 July 2023
Identity and percentage holding of significant shareholders
Director's Shareholdings and those above 3% as per latest available information
Name | Holding | % interest | |
---|---|---|---|
1 | LONDON OIL AND GAS LIMITED (IN ADMINISTRATION) | 135,388,669 | 25.79% |
2 | Remainder | 389,648,684 | 74.21% |
Total | 525,037,353 | 100.00% |
Total director holdings | Holding | % interest |
---|---|---|
Rupert Newall and persons closely associated | 5,253,921 | 1.00% |
Esa Ikaheimonen | 500,000 | 0.10% |
Dougie Scott | 412,644 | 0.08% |
Neil Hawkings | 20,000 | 0.004% |
Total Directors | 6,186,565 | 1.18% |
Total Number and percentage of securities not in public hands | 141,575,234 | 26.96% |
Number of securities in issue:
525,037,353 at Admission on 26 October 2022
UK City Code on Takeovers and Mergers
The company is subject to the UK City Code on Takeovers and Mergers.