The Company is committed to high standards of corporate governance. The Directors recognise that sound governance is fundamental to long-term value creation and to maintaining the trust of shareholders, employees and other stakeholders.
Committees and their memberships, as well as Matters Reserved, are reviewed at least annually to ensure that they remain appropriate for the Company in its current phase and form. As a result of these reviews, the Board recently resolved to establish a Technical Committee to ensure stronger oversight of decisions regarding technical matters, especially in the lead up to drilling of the test well in Equatorial Guinea.
Governance code
Europa Oil & Gas applies the principles of the QCA Corporate Governance Code so far as is practicable and appropriate to a company of our size and nature.
Compliance is reviewed at least annually, with the last review having been undertaken in May 2026. As a result of that review, the Board considers that it has deviated from only one of the principles of the QCA Code guidance in that rather than require all directors to resign and seek re-elect every year, we instead comply with the Company’s Articles and require the resignation of one-third of all serving directors at each AGM. With a Board of our size, this results in every director resigning and seeking re-election, if they so choose, every second year. We believe this gives our shareholders sufficient opportunity to vote on Board composition whilst providing governance stability. Any director having been appointed by the Board during the year leading up to the AGM and any director having served for more than six years will be proposed for re-election at the AGM in addition to those directors proposed by virtue of the one-third rotational practice.
Board committees
Chair: Simon Ashby-Rudd
The Audit Committee receives and reviews reports from management and the Company’s external auditor, PKF, relating to the annual and interim accounts and the accounting and internal control systems of the Company. The Audit Committee have unrestricted access to the Company’s external auditors.
The committee meets at least 2 times per year.
Chair: Eleanor Rowley
The Remuneration Committee reviews the scale and structure of the Executive Directors’ remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the non-executive Directors are set by the Board.
The committee meets at least once per year.
Chair: Simon Ashby-Rudd
The Nominations Committee reviews the size, structure and composition of the Board and considers succession planning. The committee identifies and nominates candidates to fill Board vacancies for approval of the Board.
The committee meets on an as-required basis.
Chair: William Holland
The Strategy Committee provides support to the executive, monitor progress on strategy implementation and advise on resource requirements.
The committee meets at least 2 times per year.
Chair: Eleanor Rowley
The ESG Committee provides oversight of the Company’s ESG strategy and activities. This includes reviewing ESG policies and initiatives, ensuring they remain effective and up to date.
The committee meets at least 3 times per year.
Chair: William Holland
The Risk Committee meets regularly to review identified business risk factors, consider any changes in the risk environment and to ensure that appropriate mitigations remain in place and are adjusted as necessary.
The committee meets at least 6 times per year.
Chair: Eleanor Rowley
The Technical Committee assists the Board in fulfilling its oversight responsibilities in relation to:
- Exploration
- Appraisal and development activities
- Production operations
- Subsurface evaluation
- Health, safety and operational integrity
- Reserves and resources governance
- Decommissioning and abandonment obligations
- Oversight of the Technical Assurance Process
The committee meets at least 4 times per year.
Board member responsibilities
Non-Executive Directors contribute independent judgement, experience and constructive challenge to the Board and support the effective governance and long-term success of the Company. Their responsibilities include:
- contributing to the development and oversight of the Company’s strategy, objectives and performance;
- providing constructive challenge to the Executive Directors and holding management to account for the Company’s performance;
- scrutinising the performance of management and the integrity of financial and other information provided to the Board;
- overseeing the Company’s systems of risk management, internal control and corporate governance;
- ensuring that the interests of shareholders and other key stakeholders are appropriately considered in the Board’s decision-making;
- contributing to the effective operation of the Board and its committees, including participating actively in Board discussions and, where appropriate, serving on Board committees;
- bringing their individual skills, experience and expertise to Board deliberations and ensuring that they remain appropriately informed about the Company, its business and the environment in which it operates; and
- maintaining the highest standards of integrity, probity and independence of judgement in the discharge of their duties.
Non-Executive Directors do not have responsibility for the day-to-day management of the Company, which is delegated to the Executive Directors and senior management, but retain collective responsibility as members of the Board for the Company’s direction, performance and governance.
Independent Non-Executive Directors are expected to exercise independent judgement and to be free from relationships or circumstances that could materially interfere, or appear to interfere, with their ability to exercise objective and independent judgement.
The Chair is responsible for leading the Board, ensuring that it operates effectively as a balanced and cohesive team, with appropriate standards of corporate governance and oversight and with a strong focus on the long-term success of the Company. This includes:
- Ensuring that the Board has the appropriate balance of skills, experience, independence and diversity to support the Company’s strategy and long-term success, and taking overall responsibility for the annual Board evaluation;
- Setting the agenda for Board meetings, allocating sufficient time for strategic, financial, operational, risk and governance matters;
- Ensuring that directors receive accurate, timely and sufficient information to enable them to discharge their duties effectively, and for encouraging open and constructive debate in which all directors are able to contribute fully;
- Maintaining an effective working relationship between the CEO, other Board members and senior management, whilst maintaining a clear distinction between the Board’s oversight role and executive management; and
- Maintaining an appropriate dialogue with shareholders and other key stakeholders and ensuring that their view and interests are communicated to and considered by the Board
The Senior Independent Director provides an independent perspective and acts as a sounding board for the Chair, supporting the effective functioning and governance of the Board. Primary responsibilities include:
- Providing a source of independent advice and constructive challenge to the Chair;
- Supporting the Chair in ensuring that the Board operates effectively and that appropriate standards of corporate governance are maintained;
- Acting as an intermediary between the Chair and other directors where necessary, and supporting the resolution of any concerns regarding the operation of the Board;
- Leads the process for assessing performance of the Chair, taking into account the views of other directors;
- Being available to shareholders where communication through the normal channels of the Chair or CEO may not be appropriate; and
- Supporting the Board in ensuring that the interests of shareholders and other stakeholders are appropriately considered.
The SID may also assume responsibility for leading the Board in circumstances where the Chair is conflicted or otherwise unable to fulfil that role.
The CEO is responsible for developing the group’s objectives and strategy and executing on that strategy following Board approval. This includes identifying and executing licence acquisitions and disposals, possible JV opportunities as well as potential new business opportunities outside current core activities.
Other primary responsibilities of the CEO include:
- Managing the group’s risk profile, and associated controls and processes in all aspects and leads geographic diversification initiatives;
- Taking responsibility for financial planning, including fundraising and capital structure, and leads the company’s reporting and forecasting; and
- Managing the company’s IR and PR activities.
Board performance
A review of Board performance is undertaken annually, facilitated by an independent third party every third year to ensure that the Board has the breadth and depth of skills required to effectively discharge its governance responsibilities.
Performance criteria for each aspect of a full Board review
| Board effectiveness | Committee effectiveness | Individual performance |
|---|---|---|
| Strategy & direction – sufficient time spent on strategy, growth and long-term value creation | Composition & expertise – membership is appropriate and possess the necessary skills | Preparation & attendance – attends regularly, is well prepared and engages constructively |
| Quality of decision making – properly considered, based on appropriate information and reached in a timely manner | Terms of reference – clear and appropriate | Contribution – makes a meaningful contribution to Board discussions and decisions |
| Challenge and debate – genuine and constructive with directors able to disagree and express alternative views | Quality of information – receives good information in a timely manner | Independent judgement – asks questions and exercises appropriate judgement without being unduly swayed by others |
| Quality of information – Board is furnished with accurate, timely and sufficiently detailed information | Challenge and debate – genuine and constructive with directors able to disagree and express alternative views | Knowledge & understanding – understands the Company’s business, strategy, financial position, principal risks and regulatory environment |
| Risk and internal controls – the Board has an appropriate understanding of risks and the effectiveness of controls | Quality of decision making – properly considered, based on appropriate information and reached in a timely manner, and makes appropriate recommendations to the Board | Expertise – makes effective use of their particular skills and experience for the benefit of the Board |
| Financial oversight – the Board understands the Company’s financial position, performance, forecasts, funding and financial risks | Risk and oversight – appropriately fulfils its oversight responsibilities | Constructive challenge – willing to challenge management and other directors where necessary without unnecessarily obstructing decision making |
| Governance – Board procedures, delegated authorities, conflicts, statutory duties and governance arrangements are operating effectively | Meetings & administration – meetings are held as per the relevant Terms of Reference and are appropriately structured and Minuted | Team contribution – works effectively with other directors and supports an open and respectful culture |
| Composition and skills – an appropriate balance of skills, experience, independence and diversity | External Interaction – engages effectively with external advisers and auditors where appropriate | Duties & governance – understands and properly discharges their statutory, fiduciary and governance responsibilities. |
| Shareholder & other stakeholder oversight – understands and appropriately considers shareholders, employees and other key stakeholders | Follow up – actions and recommendations are followed through | Development – keeps their knowledge and skills up to date |
| Continuous improvement – identification of skills gaps, development needs and succession requirements and appropriate action taken. | Effectiveness – the committee’s approach is proportionate to the Company’s size, complexity and strategy. | Time commitment – devotes sufficient time and attention to the role. |
Succession planning
The Senior Independent Director takes the lead on succession planning. The Board recognises that as a small Board the continuity of its directors and executive team is vital. Our succession planning process is proportional to our size, involving an annual review by the Board of key roles and assessing the likelihood of there being changes in the coming year. Given the tenure of the current Board members it is not considered time-critical that firm succession plans currently be in place but contingency plans are in place to cover unexpected absences. Consideration will be given to increasing the Board to enhance skills and further increase independent perspectives as Company growth demands.