UKOG Energy for Britain

The ten QCA Code principles applied by the Company are:

1.    Establish a strategy and business model which promote long-term value for shareholders
2.    Promote a corporate culture that is based on ethical values and behaviours
3.    Seek to understand and meet shareholder needs and expectations
4.    Take into account wider stakeholder interests, including social and environmental responsibilities
5.    Embed effective risk management, internal controls and assurance activities
6.    Establish and maintain the Board as a well-functioning, balanced team led by the Chair
7.    Maintain appropriate governance structures and ensure directors have the necessary skills and capabilities
8.    Evaluate board performance based on clear and relevant objectives
9.    Establish a remuneration policy which supports long-term value creation
10.   Communicate how the Company is governed and is performing

Application of the QCA code
The Board adopts a pragmatic and outcomes-based approach to governance, ensuring that governance arrangements remain proportionate while providing effective oversight, supporting decision-making and strengthening accountability. The Company provides disclosures in line with the QCA Code within this Annual Report and on its website, and will continue to evolve its governance framework as the Group progresses its strategic transition.

Strategy and business model – QCA Principle One
The Group is an energy company focused on maximising value from its existing oil and gas portfolio while progressing its transition towards sustainable energy infrastructure.
The Company’s strategy is built around:

•    disciplined management of legacy producing and development assets; and
•    advancement of hydrogen storage projects through UK Energy Storage Ltd

This transition reflects the Group’s response to the evolving UK energy landscape and the increasing importance of low-carbon energy solutions.
During the year and post period-end, the Group continued to rationalise its portfolio, including the disposal of UKOG (GB) Limited, and progressed strategic initiatives in hydrogen storage.
The Group’s risks and mitigation strategies are explained in the Strategic Report.

Corporate culture – QCA Principle Two
The Board promotes a corporate culture based on integrity, accountability and transparency. This is supported by established governance frameworks, including financial controls and regular Board oversight of operational and financial performance.

The Group operates in a highly regulated environment and is committed to maintaining high ethical standards across all activities. The Board sets the tone from the top and monitors adherence through regular reporting, Board discussions and engagement with management.
 
Policies supporting this culture include internal controls over financial reporting and approval processes, which have been reviewed during the year, with a clear plan in place for further improvements, reflecting the Group’s focus on financial discipline.

Shareholder engagement – QCA Principle Three
The Company maintains regular communication with shareholders through:

•    Annual and interim reports
•    Regulatory announcements
•    Direct engagement with investors

Directors are available at the Annual General Meeting to respond to shareholder questions and engage with investors. The Company also maintains a website where key information is available, including:

•    regulatory announcements
•    information on the Group’s operations and strategy
•    details of significant shareholders

The Board recognises the importance of clear and timely communication, particularly during periods of operational change and financial complexity. Shareholder feedback is considered by the Board.

Stakeholder responsibilities – QCA Principle Four
The Group engages with a broad range of stakeholders, including regulators (such as the North Sea Transition Authority), industry partners, local communities, and employees and contractors.

Engagement is undertaken through ongoing regulatory dialogue, project-specific consultations, and operational interactions, ensuring that stakeholder considerations are taken into account in decision-making.

The Board recognises the importance of maintaining strong relationships with stakeholders, particularly in the context of the Group’s transition towards lower-carbon energy projects, and seeks to ensure that its activities are conducted responsibly and in compliance with regulatory and environmental requirements.

Risk management, internal controls and assurance – QCA Principle Five
The Group maintains an established risk management framework, under which principal risks are identified, assessed and monitored on an ongoing basis. The Board has overall responsibility for risk management and reviews the Group’s risk register regularly, with input from management.

Climate-related risks have been incorporated into the Group’s enterprise risk management framework, reflecting the Group’s transition towards lower-carbon energy activities. Further details of principal risks and mitigating actions are set out in the Strategic Report.

Audit committee and financial reporting oversight
The Audit Committee supports the Board in fulfilling its responsibilities for financial reporting, internal controls and risk management. The Committee’s responsibilities include:

•    Reviewing the integrity of the financial statements
•    Monitoring the effectiveness of internal control systems
•    Overseeing the audit process and auditor independence
•    Reviewing significant accounting judgements and estimates

During the year, the Committee focused on key areas of judgement, including:

•    Classification of hydrogen-related expenditure between research and development and prior period adjustments
•    Decommissioning provisions and discount rate assumptions and prior period adjustments
•    Going concern and liquidity assessments

The Committee has considered the findings arising from the audit process and will oversee the implementation of control improvements identified. The Board acknowledges the importance of timely, accurate and well-supported financial information and remains committed to strengthening financial reporting processes and internal controls.

Board composition and balance – QCA Principle Six
The Board comprises a balance of executive and non-executive Directors, bringing an appropriate mix of skills, experience and independence to support the Group’s strategy. The Board considers its composition on an ongoing basis to ensure it remains appropriate as the Group evolves, particularly in the context of its transition towards hydrogen and clean energy.

The Board meets regularly to consider strategy, operational performance, financial position and risk, and maintains effective oversight of the Group’s activities. Non-executive Directors provide independent challenge and support to management in Board discussions and decision-making.

All Directors are subject to re-election in accordance with the Company’s Articles of Association, ensuring accountability to shareholders.

Board skills and governance structures – QCA Principle Seven
The Board possesses a broad and complementary range of skills and experience relevant to the Group’s operations and strategic direction, including oil and gas operations, energy transition and infrastructure development, finance and capital markets, and regulatory and governance expertise.

The Board considers that its current composition provides an appropriate balance of technical, financial and commercial expertise to oversee the Group’s activities and strategic transition. The Board continues to review its skills and capabilities to ensure it remains aligned with the evolving needs of the business.

The Group has established appropriate structures to support effective decision-making, including the Audit Committee, which assists the Board in overseeing financial reporting, internal controls and risk management. The Board keeps its governance arrangements under review and adapts them as necessary to reflect the size and complexity of the Group.

Board effectiveness – QCA Principle Eight
The Board keeps its effectiveness under regular review and considers the need for formal evaluation processes. The Chair is responsible for ensuring effective Board operation, including:

•    Maintaining constructive and open dialogue
•    Ensuring appropriate information flows
•    Supporting effective decision-making Board processes include:
•    A formal schedule of matters reserved for the Board
•    Circulation of comprehensive board papers in advance of meetings
•    Accurate recording of decisions and tracking of follow-up actions

The Board recognises the importance of continuous improvement and considers the need for formal evaluation processes, taking into account the size and stage of development of the Group.

Remuneration – QCA Principle Nine
The Company seeks to ensure that remuneration policies are aligned with the long-term success of the Group and the creation of shareholder value. The Board is responsible for determining the remuneration of executive Directors and ensuring that remuneration structures are appropriate for the size and stage of development of the Group.

Remuneration structures are designed to:

•    attract and retain individuals with the appropriate skills and experience;
•    align management incentives with the Company’s strategic objectives; and
•    reflect individual performance, responsibilities and contribution to the Group.

The Board keeps remuneration arrangements under review to ensure they remain appropriate in the context of the Group’s evolving strategy and financial position. Further details are provided in the Remuneration Report.

Governance and shareholder communication – QCA Principle Ten
The Company communicates its governance framework and performance to shareholders through its Annual and Interim Reports, regulatory announcements and its website.
The Company maintains a dedicated investor relations section on its website, where key governance information is available in accordance with the QCA Code, including details of Board composition, governance structures and policies.

The Board is committed to providing clear, balanced and understandable information to shareholders and ensures that disclosures are reviewed as part of the financial reporting process. The Board continues to enhance its disclosures in line with best practice and the evolving needs of shareholders.

The Board will continue to review its governance arrangements and disclosures to ensure ongoing compliance with the QCA Code and AIM Rule requirements.

The Board and its Committees
The Board of the Company consists of two Executive Directors and two Non-Executive Directors. The Non-Executive Directors are not considered independent under the QCA Code as they hold options and/or shares in the Company. However, the Board considers that the Non-Executive Directors are independent of management under all other measures and are able to exercise independence of judgement.

Board and  Commitee Membership

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 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 Chief Executive 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 the business. The Chief Executive 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.

Audit Committee
The audit committee consists now of Nicholas Mardon Taylor (Chairman) and Allen D Howard. 

The principal duties and responsibilities of the Audit Committee include:

•    Overseeing the Company’s financial reporting disclosure process; this includes the choice of appropriate accounting policies
•    Monitoring the Company’s internal financial controls and assess their adequacy
•    Reviewing key estimates, judgements and assumptions applied by management in preparing published financial statements
•    Annually assessing the auditor’s independence and objectivity
•    Making recommendations in relation to the appointment, re-appointment and removal of the company’s external auditor
•    The Audit Committee is responsible for overseeing the integrity of the Group’s financial reporting, the effectiveness of its risk management and internal control framework, and the performance and independence of the external auditors. During the year, the Committee met regularly with management to review key accounting matters, significant judgements and estimates, and to monitor the robustness of the Company’s financial controls.

Remuneration Committee
The Remuneration Committee consists now of Nicholas Mardon Taylor (Chairman) and Allen D Howard. 

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.

Internal controls
The Board is responsible for establishing and maintaining the Company’s system of internal controls and reviewing its effectiveness. The procedures that include financial, operational, health and safety, compliance matters and risk management are reviewed on an ongoing basis.
 
The Company’s internal control procedures include the following:

•    Board approval for all significant projects, including corporate transactions and major capital projects;
•    The Board receives and reviews regular reports covering both the technical progress of projects and the Company’s financial affairs to facilitate its control;
•    There is a comprehensive budgeting and planning system for all items of expenditure with an annual budget approved by the Board;
•    The Company has in place internal control and risk management systems in relation to the Company's financial reporting process and the Company's process for preparing consolidated accounts. These systems include policies and procedures to ensure that adequate accounting records are maintained, and transactions are recorded accurately and fairly to permit the preparation of consolidated financial statements in accordance with UK-Adopted IAS; and
•    The Audit Committee reviews draft annual and interim reports before recommending their publication to the Board. The Audit Committee discusses with the Chief Financial Officer and external auditors the significant accounting policies, estimates and judgements applied in preparing these reports.

The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss. The Board has considered the need for a separate internal audit function but, bearing in mind the present size and composition of the Company, does not consider it necessary at the current time.

UK Bribery Act
UK Oil & Gas Plc has reviewed the appropriate policies and procedures to ensure compliance with the UK Bribery Act. The Company continues actively to promote good practice throughout the Company and has initiated a rolling programme of anti-bribery and corruption training for all relevant employees.

Relations with shareholders
Communications with shareholders are considered important by the Directors. The primary contact with shareholders, investors and analysts is the Chief Executive. Other senior management, however, regularly speak to investors and analysts during the year.

Company circulars and press releases have also been issued throughout the year for the purpose of keeping investors informed about the Company’s progress and in accordance with AIM regulations.

The Company also maintains a website (www.ukogplc.com) which is regularly updated and contains a wide range of information about the Company.

Updated: 21 May 2026