Ophir Energy plc Annual Report and Accounts 2011

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38 Ophir Energy plc Annual Report 2011 Corporate Governance Report continued Director Key biographical details Experience relevant to board involvement Board responsibilities Nicholas Smith Qualified accountant – training with Ernst & Young. Investment banker. Holds Far Eastern NED roles. –– Accountancy –– UK capital markets –– Financial experience –– Chairman of the Board –– Member of Nomination and Remuneration Committees –– Member of Audit Committee (to 7 July 2011) Ronald Blakely Management Accountant. Executive Finance roles with Royal Dutch Shell. NED of Canadian resource company. –– Recent and relevant financial experience in major oil and gas company –– Chairman of the Audit Committee John Lander Geophysicist. Boardroom roles in major oil & gas companies. Chairman & NED of resource companies. –– Extensive FTSE 250 oil & gas company experience –– HSE experience from former operational roles –– Chairman of Remuneration Committee –– Member of the Audit, Nomination and HSE Committees Dennis McShane Investment banker. Senior Executive of iron ore resource company. International experience. –– Recent and relevant corporate finance and banking experience –– Insight into emerging markets & mining practices –– Senior Independent Director –– Chairman of the Nomination Committee –– Remuneration and Audit Committee member (Chairman of the latter to 18 August 2011) Lyndon Powell Career in Royal Military Police and Special Forces. Worked with Foreign & Commonwealth Office. Former advisor to Sierra Leone Armed Forces. Independent security advisor to corporate sector. –– Operational and strategic security advice –– International experience including advisory roles in Africa –– Chairman of the HSE Committee –– Member of the Remuneration Committee Patrick Spink Environmental Scientist. Exploration and operational experience in oil & gas companies. Upstream investment consultant. –– Extensive industry knowledge Operational environmental, health & safety experience –– Knowledge of Africa and exploration –– Member of the HSE Committee Rajan Tandon Chartered Accountant. Extensive experience within multi-national resource group. –– Insight into views of major shareholders –– General financial and accounting experience including internal audit scope
39 Ophir Energy plc Annual Report 2011 Board process, induction and training The Board and its Committees are provided with full and timely information prior to meetings, including detailed financial information. The Chief Executive, in consultation with the Company Secretary, sets the agenda for Board meetings, which is reviewed by the Chairman prior to dissemination to all Board members. Formal minutes are prepared to record all decisions made at Board and Committee meetings. Minutes of Board meetings are circulated to each Director as soon as practicable after the conclusion of the meeting, prior to their formal acceptance at the next full meeting of the Board. Minutes of Committee meetings are reviewed and approved by its members and circulated to other Board members as and if appropriate. If a Director objects to a particular proposal, this will be recorded in the minutes of the relevant meeting. During the year ended 31 December 2011 there were no such objections. The Chairman is responsible for ensuring that an appropriate induction is given to new Board members. The induction programme includes training on the business and strategy of the Company, copies of Board policies and procedures, meetings with senior management and site visits, where appropriate. The intention for ongoing training is to ensure that Directors receive sufficient information, both verbally and in written form, to enable them to fully perform their roles on the Board and its Committees. During the Strategy Day in October, the Board received briefings on the Oil and Gas sector of the FTSE as well as the Liquid Natural Gas sector in Africa. There have also been specific briefings on the duties of public company directors and the 2010 Bribery Act. All Directors have access to the advice of the Company Secretary and the Board has established a procedure whereby any Director, may take independent professional advice on any matter in the furtherance of their duties, at the Company’s expense. The Directors and officers of the Company have the benefit of Directors’ & Officers’ insurance, the level of which is reviewed annually. In addition, Directors and officers have received an indemnity from the Company against (a) any liability incurred by or attaching to the Director or officer in connection with any negligence, default, breach of duty or breach of trust by them in relation to the Company or any associated company; and (b) any other liability incurred by or attaching to the Director or officer in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office other than certain excluded liabilities including to the extent that such an indemnity is not permitted by law. Board Performance Evaluation In preparation for the Initial Public Offering of the Company’s shares in July 2011, the Board undertook a review of its membership and that of its principal Committees as well as a review of the terms of reference of each of those Committees. Following this review and the appointment of further independent Non-executive Directors, a majority of the shareholder appointed Directors elected to stand down immediately prior to the IPO. In view of the changes to Board and Committee membership during the year, the Directors have agreed not to undertake an evaluation of their performance for the period. The first formal evaluation will therefore take place during the second half of 2012 and details of the process undertaken and outcomes reached will be set out in the 2012 Annual Report. Conflicts of Interest Every Director has a duty to avoid a conflict between their personal interests and those of the Company. The provisions of Section 175 of the Companies Act 2006 and the Company’s articles of association permit the Board to authorise situations identified by a Director in which he or she has, or may have, a direct or indirect interest that conflicts, or may conflict, with the interests of the Company. Accordingly, each Director, including Mr Paczek as alternate for Mr Tandon, has disclosed their respective outside positions and interests in arrangements with third parties in the form of lists (the “Directors’ Lists”). The Directors’ Lists were considered in detail during the Company’s first Board meeting after Admission when all positions and interests disclosed were authorised. An annual review of the Directors’ Lists and situational conflicts will be undertaken each calendar year. Each Director has undertaken to advise the Board if there are any material changes to their positions or interests and will not participate in any formal Board discussion or decisions relating to any matter in which they have or may have a conflict of interests. Committees of the Board The Board has delegated certain responsibilities to Committees in line with the provisions of the Code and to facilitate the business of the Company. These standing Committees are the Audit, HSE, Nomination and Remuneration Committees. BUSINESS REVIEW GOVERNANCE FINANCIAL STATEMENTS
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Ophir Energy plc Annual Report and Accounts 2011

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