Corporate Governance

Gulfsands Petroleum plc delisted from the AIM market in April 2018 but remains a Public Limited Company (“PLC”). While non- listed companies are not subject to the requirements of the UK Corporate Governance Code on corporate governance, the Board has sought to continue to maintain appropriate standards of corporate governance, as it considers practicable for the size, stage of development and operations of the Group.

Board of Directors

The Board sets the Group’s strategic objectives taking into account the financial and human resources available within the Group to meet these objectives. The Board determines the Company’s key policies values and standards, effectively communicating these throughout the Group. Periodically the Board reviews the potential risks to the Group and the Board ensures the probability of these risks affecting the business are minimised via management and mitigation.

The Board’s role is to provide entrepreneurial leadership of the Group within a framework of effective controls and periodic reporting; this enables operational and financial performance to be actively monitored and managed.

Gulfsands’ business carries political, commercial and technical risks. Accordingly, particular attention is paid to the composition and balance of the Board to ensure that it has experience of the oil & gas industry, the regulatory environments in which the Group operates and has appropriate financial and risk management skills to lead the Group.
Further information on the operation of the Board can be found in the Annual Report. Biographies of each of the directors can be found on a separate page of this website.

The Company has established two sub-committees of the Board, an Audit Committee and a Remuneration Committee, the purpose of which are to review areas of the business mandated by the Board and to present findings and recommendations to the Board for its decision. While the Board delegates certain of its duties, responsibilities and powers to the Committees, so that these can receive suitably focussed attention, they both act on behalf of the full Board, and the matters reviewed and managed by the Committees remain the responsibility of the Board of Directors as a whole.

Two other Committees involving Executive Directors and staff have also been established which report to the Board on a regular basis. These are the Sanctions Committee and the Sustainability Committee.

Audit Committee

The primary duties of the Audit Committee are:

• to review the company’s Financial Statements;
• to review the effectiveness of the company’s internal controls;
• to review the Company’s risk management processes and the risks to which the Company is exposed;
• to oversee the relationship with the external auditor; and
• to review the Company’s whistle-blowing processes.

The participating members of the Audit Committee are Joe Darby (Chairman) and Michael Kroupeev.

The activities of the Audit Committee are governed by terms of reference which cover its mandate, its composition, the independence and expertise of the members, frequency of meetings, and its responsibilities.

Audit Committee Terms of Reference

Further information on the operation of the Audit Committee can be found in the Annual Report

Remuneration Committee

The Remuneration Committee is responsible for considering and making recommendations to the Board in respect of remuneration for the Chairman, Managing Director and Executive Directors. The committee also has oversight of the remuneration arrangements for the direct reports to the Executive Directors, the remuneration policy for which is set by the Managing Director. The Chairman of the Remuneration Committee is Joe Darby and the other participating member of the committee is Michael Kroupeev.

The activities of the Remuneration Committee are governed by terms of reference which cover its mandate, its composition, the independence and expertise of the members, frequency of meetings, and its responsibilities.

Remuneration Committee Terms of Reference

Further information on the operation of the Remuneration Committee and details of the Company’s remuneration policy and practices can be found in the Annual Report.

Two other Committees involving Executive Directors and staff have also been established which report to the Board. Both are chaired by the Managing Director, John Bell. These are:

Sanctions Committee

The Group’s assets in Syria remain subject to international sanctions. The Sanctions Committee was established to ensure the Group is aware of the implications of all sanctions which apply to the Group, not only UK sanctions but also other sanctions which apply such as the US Caesar Act.

The Committee is responsible for ensuring that procedures are in place throughout the Group to comply with applicable sanctions in terms of policies, procedures and training as well as reviewing any particular sanctions issues that may arise from time to time.

The Sanctions Committee is also responsible for monitoring compliance with applicable anti-bribery and corruption legislation.

Sustainability Committee

Environmental, Social and Governance (“ESG”) considerations permeate all activities of the Group including Business Development activities and the Re-Entry Planning for Block 26. Further details of this are outlined in the Sustainability section of this website.

The Sustainability Committee was established to ensure communication of ESG and sustainability principles throughout the organisation and to ensure that they are incorporated into all decision making.

The Sustainability Committee reports regularly to the Board on these matters.

Code of Business Conduct

In order to communicate its governance and ethical standards to employees, contract staff and contractor personnel across the Group, the Board has established a Code of Business Conduct and Ethics which is supported by detailed internal policies and procedures. Compliance with the Code of Business Conduct and Ethics is a contractual requirement for all personnel. The Code is attached.

Code of Business Conduct