Europa Oil & Gas

Corporate Governance

The Directors acknowledge the importance of good corporate governance and apply the principles of the QCA Corporate Governance Code so far as is practicable and appropriate to a company of the size and nature of Europa.

This page was last updated 20 July 2022.

Chairman’s statement on Corporate Governance

Simon Oddie is Chief Executive Officer, Brian O’Cathain is independent non-executive Chairman., William Ahlefeldt and Stephen Williams are independent non-executive Directors. Stephen Williams chairs the Audit Committee and Remuneration Committee, Brian O’Cathain chairs the Nominations Committee..

All of the NED’s are considered by the Board to be independent.

Two of the Board’s Non-Executive Directors: Stephen Williams and Brian O’Cathain hold share options. Whilst recognising that the granting of options to Non-Executive Directors is contrary to the principles of the QCA Corporate Governance Code, the Board views this to be part of a balanced remuneration package to attract and retain high quality candidates and considers the numbers of options to have no effect upon the independence of these Directors.

William Ahlefeldt, has been a Board members for more than the nine years recommended by QCA Corporate Governance Code. The Board believes William to be independent in character and free from any relationship that could affect his independent judgement. The appointment of Simon Oddie and Brian O’Cathain in January 2018 and Stephen Williams in March 2020 has compensated somewhat for William’s seniority and reduced the average tenure of the Board. Directors serving more than 6 years will continue to be proposed for re-election at each AGM.

Members of the Board of Directors are listed here, including their relevant experience, skills and personal qualities. There is an appropriate breadth of experience covering the key aspects of the business including technical, operational, financial and international. The gender balance needs to be addressed and is under consideration. It is the responsibility of each director to keep skills up to date with the assistance of the Chairman who has a core responsibility in addressing the development needs of the Board as a whole with a view to enhancing its overall effectiveness.

NED’s are expected to devote such time as is necessary for the proper performance of their duties including attendance at seven Board meetings per year, the AGM, and Board committee meetings. The minimum numbers of meeting for committees are: Audit Committee two; Remuneration Committee one;  Nomination Committee  one and ESG Committee one. Following a review the Board resolved to establish an ESG Committee in January 2022. Meetings held and attendance records of all directors for the period 1 August 2021 to 31 July 2022 are set out below:

Board ESG  Committee Audit Committee Remuneration Committee Nominations Committee Strategy Committee
SG Oddie 6 / 6 1 / 1 2 / 2 1 / 1 1 / 1 1 / 1
CW Ahlefeldt-Laurvig 6 / 6 1 / 1 2 / 2 1 / 1 1 / 1 1 / 1
BJ O’Cathain 6 / 6 1 / 1 2 / 2 1 / 1 1 / 1 1 / 1
SA Williams 6 / 6 1 / 1 2 / 2 1 / 1 1 / 1 1 / 1
W Holland 1 / 1 0 / 0 0 / 0 0 / 0 0//0 1 / 1

Board Committees call on external advisers where this is deemed necessary. During 2022 this has not been required.

Board committees

The Audit Committee receives and reviews reports from management and the Company’s auditors 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. Stephen Williams chairs, Simon Oddie, William Ahlefeldt and Brian O’Cathain are members.

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. Brian O’Cathain chairs, Stephen Williams, Simon Oddie and William Ahlefeldt are members.

The Nominations Committee reviews the size, structure and composition of the Board and gives consideration to succession planning. The committee identifies and nominates candidates to fill Board vacancies for approval of the Board. Simon Oddie chairs, Brian O’Cathain, Stephen Williams and William Ahlefeldt are members.

In 2019 Europa established a Strategy Committee to provide support to the executive, monitor progress on strategy implementation and advise on resource requirements. The committee members are Simon Oddie (as chair), Brian O’Cathain, William Ahlefeldt, William Holland and Stephen Williams.

Terms of reference and Matters Reserved for the Board are here

Board performance

In 2021 the Board undertook an effectiveness review utilising an online evaluator assessment tool, The Thinking Board Evaluator developed by Independent Audit of London. Each director completed their section and the results were fed back to the Chairman with automated analysis and the findings discussed at the following Board Meeting. This was not the first formal review. Future reviews would normally take place annually, with third party facilitation of the process periodically.

Roles and responsibilities

The main internal advisory functions are that of Senior Independent Director, CEO, CFO and Company Secretary, whose responsibilities are described below.

Chair – Brian O’Cathain

  • Runs the Board and set its agenda.
  • Promotes the highest standards of corporate governance
  • Ensures that the members of the board receive accurate, timely and clear information, to promote the success of the group.
  • Ensures effective communication with shareholders
  • Takes the lead in identifying and meeting the development needs of individual directors, ensure that the performance of individuals and of the Board as a whole and its committees is evaluated at least once a year.

Role of the CEO – Simon Oddie

  • Develops group objectives and strategy
  • Executes strategy following approval by the Board.
  • Identies and executes licence acquisitions and disposals, joint venture opportunities, approves major work programmes.
  • Leads geographic diversification initiatives.
  • Identifies and executes new business opportunities outside the current core activities.
  • Manages the group’s risk profile, including the health and safety performance of the business, in line with the extent and categories of risk identified as considered acceptable by the Board.

Role of the CFO – William Holland

  • Drives the group’s financial planning
  • Leads the company’s reporting and forecasting
  • Controls and evaluates the groups fundraising plans and capital structure
  • Ensures that the appropriate controls and processes are in place and that these are being followed
  • Manages the IR/PR function
  • Supports the CEO in executing on the group strategy and business development

Role of the SID – Stephen Williams

  • Works closely with the chairman, acting as a sounding board and providing support,
  • Acts as an intermediary for other directors as and when necessary.
  • Is available to shareholders and other non-executives to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication
  • Meets at least annually with the non-executives to review the chairman’s performance and carrying out succession planning for the chairman’s role.
  • Attends sufficient meetings with major shareholders to obtain a balanced understanding of their issues and concerns.

Role of the Company Secretary – Murray Johnson

Given Europa’s size and desire to manage its resources effectively, the role of Company Secretary is performed by the Senior Geologist who has a Masters Degree in Corporate Governance and is a member of the ICSA. The Board reviews this structure annually.

  • Distributes documents to the Board.
  • Is available to the Audit, Remuneration and Nominations Committees as required.
  • Keeps minutes of meetings.
  • Updates Companies House records for the company and subsidiaries.

Engagement with shareholders

The Company engages with shareholders by:

  • Publishing periodic newsletters.
  • Emailing Regulatory News Service (RNS) announcements to its subscriber list.
  • Replying to investor questions sent to [email protected]either directly or through Vigo Consulting.
  • Proactive Investor presentations and interviews (made available on the website by links to youtube recordings).
  • Conducting sufficient meetings with major shareholders to obtain a balanced understanding of their issues and concerns.
  • Conducting occasional “shareholder events” in various venues.

Shareholder liaison is the responsibility of the CEO and Chairman, with assistance from the CFO and the SID.

Systems to solicit and act on feedback from all stakeholder groups

The CEO provides a weekly report to the Board which includes a section on Stakeholder and Social Responsibility. This includes Stakeholder feedback from multiple sources.

Europa is a member of the UK Onshore Operator Group (UKOOG) and through this forum has regular meetings with the EA and HSE.

Europa is also a member of the Irish Offshore Operators’ Association (IOOA) which has been highly active in promoting the need for oil and gas exploration in Ireland.

Register of risks

The CFO has prepared a risk register for the group that identifies key operational and financial risks. All members of the board are provided with a copy of the register. The register is reviewed at least annually and is updated as and when necessary.

Within the scope of the annual audit, specific financial risks including foreign currency, interest rates, liquidity and credit are evaluated in detail.

All members of staff and contractors are provided with an employee handbook which includes sections on share dealing, bribery, whistle-blowing. The handbook is updated and reissued regularly.

The Board intends to continuously review its Corporate Governance framework.