The Board is committed to maintaining high standards of corporate governance. While Prospex Oil and Gas plc does not formally comply with an official corporate governance code, the Board has implemented appropriate measures including the establishment of Audit and Remuneration Committees to ensure that the Company adheres to a standard, which is practicable for a company of its size and stage.
The Board is committed to creating value for shareholders; determining strategy, investment and acquisition policy; approving significant items of expenditure; and considering significant financing and legal matters.
The Board has referred certain responsibilities to the Board Committees, which operate within defined terms. The current composition and responsibility of Board Committees is as follows:
The Remuneration Committee consists of Bill Smith and Richard Mays, who also chairs the committee, and is responsible for making recommendations to the Board, within agreed terms of reference, on the Company’s framework of executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for any executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the non-executive directors.
The Audit Committee consists of Richard Mays and Bill Smith, who also chairs the committee, and provides a forum for reporting by the Company’s external auditors. The Committee is responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Committee advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature, scope and results of the audit with the external auditors. The Committee keeps under review the cost effectiveness and the independence and objectivity of the external auditors.