UKOG Energy for Britain

The Board is committed to maintaining high standards of corporate governance and complies with the provisions of the Quoted Companies Alliance (QCA) Corporate Governance Code 2018 (“QCA code”). The 2023 updates to the QCA Code, which are effective from financial years beginning after 1 April 2024, are designed to better align with changing expectations for corporate governance. There are three main aims of the Code – to deliver growth, to maintain a dynamic management framework, and to build trust.

While building a strong governance framework we also try to ensure that we take a proportionate approach and that our processes remain fit for purpose as well as embedded within the culture of our organisation. We continue to evolve our approach and make ongoing improvements as part of building a successful and sustainable company.

The Board
The Board comprises of a non-executive Chairman, one non-executive director and two executive directors.

Board Members

Learn more about the board members
The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operating performance. Day-to-day management is devolved to the executive directors, who are charged with consulting the Board on all significant financial and operational matters. The Board retains ultimate accountability for governance and is responsible for monitoring the activities of the executive team.

The roles of Chairman and Chief Executive Officer are split in accordance with best practice. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. The Chairman is also responsible for the leadership and effective working of the Board, for setting the Board agenda, and ensuring that Directors receive accurate, timely and clear information. No one individual has unfettered powers of decision.

The two Executive Directors are comprised of a Chief Executive Officer (“CEO”) and Chief Technical Officer (“CTO”) . The CEO has the overall responsibility for creating, planning, implementing, and integrating the strategic direction of the Company. This includes responsibility for all components and departments of a business. The CEO ensures that the organisation's leadership maintains constant awareness of both the external and internal competitive landscape, opportunities for expansion, customer base, markets, new industry developments and standards.

The Chief Technical Officer leads the technical, engineering, and development side of the Company's projects and assets.

Nicholas Mardon Taylor and Allen D Howard, non-executive directors of the Company, are considered independent under the Financial Reporting Council’s Corporate Governance Code (April 2016)  (“FRC Code”). 

Principle and Approach of the Board
UKOG is committed to achieving and maintaining high standards of governance. As such, the Board has chosen to adopt the QCA code. Detailed below is how the Board applies the 10 principles of Corporate Governance, which form part of the QCA code.

Principle One
Establish a strategy and business model which promote long-term value for shareholders.

Application
The Board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

Compliance

A detailed description of its Strategy and Business Model is available in our latest Annual Report and Accounts HERE

UKOG shares this vision and details of the implementation of its strategy through internal dialogue with employees as well as external communications by way of public announcements and dissemination of information through this website and the annual report and accounts.

Further details on the principal risks and uncertainties which UKOG faces can be found HERE

Principle Two
Seek to understand and meet shareholder needs and expectations.

Application
Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base. The Board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

Compliance
The Board is committed to maintaining an open dialogue with shareholders.

Throughout the year, the Board maintains a regular dialogue with investors, providing them with such information on the Company’s progress as is permitted within the guidelines of the AIM rules, MAR and requirements of the relevant legislation.

The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year which can be found HERE, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. All reports and press releases are published under the “Investors” tab of the Group’s website.

Principle Three
Take into account wider stakeholder and social responsibilities and their implications for long-term success.

Application
Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The Board needs to identify the company’s stakeholders and understand their needs, interests and expectations. Where matters that relate to the company’s impact on society, the communities within which it operates, or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

Compliance
The Board recognises its prime responsibility under UK corporate law is to promote the success of the Company for the benefit of its members as a whole.

The Board also understands that it has a responsibility towards employees, partners, customers, suppliers and to the community and environment it operates in as a whole. Communication with and feedback from these various groups is achieved in a variety of ways. Regular dialogue is maintained with employees through monthly updates and quarterly briefings given by the executive directors.

Given the nature of the Company’s business, it is vital that it provides a working environment that as far as practicable provides no risk to the health and safety of employees, contractors and the community in which we operate. A summary of our Heath, Safety and Environmental Policy can be found HERE and the activities carried out in the last financial year can be found on in our Annual Report and Accounts HERE

Principle Four
Embed effective risk management, considering both opportunities and threats, throughout the organisation.

Application
The Board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

Compliance
The Board has an established Audit Committee. A summary of its roles and responsibilities is available on the corporate governance webpage HERE and is set out below.

The Committee is specifically charged with ensuring that UKOG as a whole has the appropriate policies and processes in place to identify the risks which the Company is exposed to and to proactively mitigate those risks as appropriate.

The Company maintains a register of risks and publishes an overview of significant risks and uncertainties in its Annual Report and Accounts, which can be found HERE.

The Company receives regular feedback from its external auditors on the state of its internal controls. The Board maintains a register of risks and publishes an annual summary of the significant risks and uncertainties in the Annual Report and Accounts.

Principle Five
Maintain the board as a well-functioning, balanced team led by the chair.

Application
The Board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board. The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a Board judgement. The Board should be supported by committees (e.g. audit and remuneration) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles.

Compliance
The Board is comprised of a non-executive Chairman a non-executive director and two executive directors.

The roles of the Chairman and Chief Executive Officer are clearly separated. The directors ensure the skills required to undertake their roles are kept current through training and consultation with subject matter experts as required.

The Chief Executive is responsible for the operational management of the business of UKOG and for the implementation of strategy and policies as agreed by the Board. The non-executive Chairman is responsible for the leadership and effective working of the Board, for setting the Board agenda, and ensuring that Directors receive accurate, timely and clear information.

The Board is supported by an Audit Committee and a Remuneration Committee.

Principle Six

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

Application

The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition.

The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a Board. As companies evolve, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect this change.

Compliance

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. The Board constantly strives to ensure that it has the right balance of knowledge, skills, experience and contacts across the sectors in which it operates. This is evaluated in line with UKOG’s business model as it changes.

The Company Secretary advises the Board members on their legal and corporate responsibilities and matters of corporate governance.

Biographical details of each of the Directors are given on the ‘Board and Management’ page of this website HERE.  

Principle Seven

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

Application

The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The Board performance review may be carried out internally or, ideally, externally facilitated from time to time.

The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards.

Compliance

The Company measures its performance, and therefore inherently the performance of the Board as a unit, against Key Performance Indicators. Detail are disclosed in the Annual Report and Accounts.

Principle Eight
Promote a corporate culture that is based on ethical values and behaviours.

Application

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

Compliance
UKOG has a strong ethical culture, which is promoted by the actions of the Board and executive team.

These include the following key policies which govern its ethical culture.

•    Equal opportunities policy
•    Dignity at work policy
•    Code of conduct
•    Whistleblowing policy
•    Heath, safety and environment policy
•    Email and internet policy
•    Social media policy

The Group has an anti-bribery policy and has implemented adequate procedures described by the Bribery Act 2010. The Group reports on its compliance to the Board on an annual basis.

The Group has undertaken a review of its requirements under the General Data Protection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.

Principle Nine

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.

Application

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its size and complexity, and capacity, appetite and tolerance for risk. The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

Compliance

Details of the Company’s corporate governance arrangements are provided within this Corporate Governance section of this website. The Board considers the appropriateness of these arrangements against the size and complexity of the Company as it evolves over time.

The Chairman leads the Board and is responsible for ensuring its effectiveness in all aspects of its role. The Chairman promotes a culture of openness and debate, in particular by ensuring the non-executive directors provide constructive challenge to the executive directors.

The matters reserved for the Board are:

•    Definition of the strategic goals for the Company, sets corporate objectives to enable the goals to be met, and measures performance against those objectives;
•    Ensuring that the necessary financial and human resources are in place to both meet its obligations to all stakeholders and to provide a platform for profitable growth;
•    Approving all mergers and acquisitions and all capital expenditure greater than £100,000;
•    Receiving recommendations from the Audit Committee in relation to the reporting requirements and the appropriate accounting policies for the Company, the appointment of auditors and their remuneration, and the identification and management of risk;
•    Receives recommendations from the Appointments Committee concerning the appointment of executive directors, and from the Remuneration Committee concerning the remuneration of the executive directors;
•    Determines the fees paid to the non-executive directors.

The CEO has the overall responsibility for creating, planning, implementing, and integrating the strategic direction of the Company. This includes responsibility for all components and departments of a business. The CEO to ensures that the organisation's leadership maintains constant awareness of both the external and internal competitive landscape, opportunities for expansion, customer base, markets, new industry developments and standards.

The Chief Finance Officer works alongside the CEO and has overall control and responsibility for all financial aspects of company strategy. The Chief Finance Officer takes overall responsibility of the Company’s accounting function and ensures that Company’s financial systems are robust, compliant and support current activities and future growth. The Chief Finance Officer  will coordinate corporate finance and manage company policies regarding capital requirements, debt, taxation and equity as appropriate.
A senior management team, comprised of the executive directors and three senior staff members, meets weekly and is responsible for the day-to-day operation of the business.

The Board is supported by two committees being the Audit Committee and Remuneration Committee. The Audit Committee advises the Board on the reporting requirements and the appropriate accounting policies for the Company, the appointment of auditors and their remuneration, and the identification and management of risk. The Remuneration Committee advises the Board on all matters pertaining to the remuneration of the executive directors.

Principle Ten

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

Application

A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:

•    The communication of shareholders’ views to the board; and the shareholders’ understanding of the unique circumstances and constraints faced by the company. It should be clear where these communication practices are described (annual report or website).

Compliance

The Company encourages two-way communication with both its institutional and private investors and responds quickly to all significant queries received.

The “Investors” tab of this website section of this website contains all required regulatory information together with other information which shareholders may find useful.

The AGM is an important forum for shareholder engagement, and the directors are always available immediately after the AGM to listen to the views of any shareholders in attendance and to provide them with an update on the business .

The Committees
Audit Committee

The audit committee consists of two non-executive members of the Board and meets at least twice a year.

The principal duties and responsibilities of the Audit Committee include:

Overseeing the Group’s financial reporting disclosure process; this includes:

•    The choice of appropriate accounting policies.
•    Monitor the Group’s internal financial controls and assess their adequacy.
•    Review key estimates, judgements and assumptions applied by management in preparing published financial statements.
•    Assess annually the auditor’s independence and objectivity.
•    Make recommendations in relation to the appointment, re-appointment and removal of the company’s external auditor.

Remuneration Committee

The remuneration committee consists of two non-executive members of the board and meet at least once a year. The principal duties and responsibilities of the Remuneration Committee include:

•    Setting the remuneration policy for all Executive Directors.
•    Recommending and monitoring the level and structure of remuneration for senior management.
•    Approving the design of, and determining targets for, performance related pay schemes operated by the company and approve the total annual payments made under such schemes.
•    Reviewing the design of all share incentive plans for approval by the Board and shareholders.

None of the Committee members have any personal financial interest (other than as shareholders and option holders), conflicts of interest arising from cross-directorships or day-to-day involvement in the running of the business. No director plays a part in any financial decision about his or her own remuneration.