Board Committees call on external advisers where this is deemed necessary. During 2019 this has not been required.
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 and Stephen Williams.
Terms of reference and Matters Reserved for the Board are here
In 2018 with two new directors in place, the Board undertook an effectiveness review utilising a PwC developed assessment tool. Each director fed back to the Chairman and results were assimilated and considered at the following Board meeting. This was the first formal review. In future reviews will take place annually, with third party facilitation of the process every third year.
Roles and responsibilities
The main internal advisory functions are that of Senior Independent Director and Company Secretary (shared with the Finance Director function), 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 SID – [to be appointed]
- 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 from the ICSA. The Board reviews this structure at least 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 St Brides Partners Limited.
- 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.
Shareholder liaison is the responsibility of the CEO and Chairman, with assistance from the Finance Director 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 a 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.