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 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.
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), Mark Hughes (COO) and Ian Pollard (HSE Manager) 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.
As referenced above, an EMS is currently in development to manage the environmental aspects of IOG’s offshore operations. The scope of the EMS will cover offshore drilling, site and environmental surveys, and office-based activities carried out in support of these offshore operations.
A key part of the function of the EMS will be to identify the significant environmental aspects of IOG’s offshore operations and related legal and other requirements. As such the initial phase of EMS development is focussing on the development of an Environmental Aspects Register and Register of Environmental Legislation. This will allow IOG to focus on managing the key environmental aspects of its operations and help maintain legal compliance throughout. This will also facilitate the setting of appropriate objectives and targets for the control of environmentally significant aspects.