Prospectus re Admission to the Official List - Heritage Oil

Remuneration CommitteeThe Remuneration Committee is chaired by an independent non-executive director and its other membersare certain other non-executive directors of the Company. The Remuneration Committee will meet notless than at least once a year and will have responsibility for making recommendations to the Board: (i) onthe Company’s policy on the remuneration of Senior Manager and (ii) for the determination, withinagreed terms of reference, of the remuneration of the Chairman and of specific remuneration packages foreach of the Executive Directors and the Senior Manager, including pension rights, and any compensationpayments. The Remuneration Committee will also ensure compliance with the Combined Code inthis respect.Nomination CommitteeThe Nomination Committee is chaired by an independent non-executive director and its other membersconsist of an independent non-executive director and an executive director. The committee will meet atleast once a year and will, with effect from Admission, have responsibility for making recommendations tothe Board on the composition of the Board and its committees and on retirements and appointments ofadditional and replacement Directors and ensuring compliance with the Combined Code.Model CodeUpon Admission, the Company will adopt a code of securities dealings in relation to the Ordinary Shares,securities in group companies with stock exchange listings and other securities, to ensure compliance withthe Model Code as published in the Listing Rules. The code adopted will apply to the Directors and otherrelevant employees of the Company including the Senior Manager.Remuneration PolicyThe purpose of the Company’s remuneration policy is to enable it to recruit, retain and motivate the bestpeople for the Company. It is the Company’s aim to ensure that there is a clear link between theCompany’s performance and executive reward with pay varying with performance. Executive directors’total reward consists of salary, annual bonus, long-term incentives and other benefits. The RemunerationCommittee will review executive and non-executive rewards policies, the total rewards available to theexecutive and non-executive directors and the share-schemes in light of best practice in the U.K. TheCompany expects to seek Shareholder approval for a new performance-related executive incentive schemeat the next annual general meeting. It is the intention of the Company that over time it will provideexecutive rewards in a fashion in line with the Association of British Insurers and the National Associationof Pension Funds guidelines, whilst maintaining an internationally competitive position.61