Corporate governance
The Combined Code
Chariot Oil and Gas Limited's shares are traded on AIM and as such, Chariot is not subject to the requirements of the Combined Code on corporate governance, nor is it required to disclose its specific policies in relation to corporate governance. The directors, however, support high standards of corporate governance and will progressively adopt best practices in line with the Combined Code on Corporate Governance, so far as is practicable.
The Board of Directors operates within the framework described below.
The workings of the Board and its Committees:
The Board of Directors
The Board meets frequently to consider all aspects of the Group's activities. A formal schedule of matters reserved for the Board has been issued and approved and includes overall strategy and approval of major capital expenditure.
The Board consists of the Chairman, Chief Executive Officer, Executive Directors and Non-Executive Directors. All Directors have access to the advice and services of the Company Secretary and the Group's professional advisers. Peter Kidney and George Canjar are independent Directors.
Remuneration committee
The remuneration committee comprises of Robert Sinclair, Adonis Pouroulis and is chaired by Peter Kidney. The purpose of the Remuneration Committee is to
- make recommendations to the Board on an overall remuneration policy for Excecutive Directors and other senior executives in order to retain, attract and motivate high quality executives capable of achieving the Group's objectives; and
- demonstrate to shareholders that the remuneration of the Executive Dircetors for the Group is set by a committee whose members have no personal interest in the outcome of their decision, and who will have due regard to the interests of the shareholders.
Audit committee
The audit committee comprises of Peter Kidney (Chairman), Adonis Pouroulis and Robert Sinclair (Chairman). It meets at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The audit committee is responsible for monitoring the quality of any internal controls and for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It also meets the Group's auditors and reviews reports from the auditors relating to accounts and any internal control systems.
Nomination committee
The nomination committee comprise of Peter Kidney, Robert Sinclair and is chaired by Adonis Pouroulis. The committee is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions, as and when they arise.
Relations with shareholders
Communications with shareholders are given a high priority by the Board of Directors who take responsibility for ensuring that a satisfactory dialogue takes place. Directors plan to meet with the Group's institutional shareholders following the announcement of interim and final results and at other appropriate times. The Directors are also in regular contact with stockbrokers' analysts.
Internal control
The directors acknowledge their responsibility for the Company's system of internal control and for reviewing its effectiveness. The system of internal control is designed to safeguard the Company's assets and interests and to help ensure accurate reporting and to help ensure compliance with applicable laws and regulation. Despite the inherent of certain limitations in any system of internal control the Board considers that the Company's existing systems operated effectively throughout the year.
Share price
+0.09p (0.07%)
14:40 29/07/2010
Shares in issue: 144,330,245
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