Governance
The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Directors have decided that the Company will, from Admission, adopt the QCA Code.
The Board comprises 5 executive directors and 2 non-executive directors, reflecting a blend of different skills, experiences and backgrounds. Gregg Peters and Keith Spickelmeir are considered to be independent for the purposes of the QCA Code.
The Company’s schedule of matters reserved for the Board provides that the Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Company will hold Board meetings every two months and at other times as and when required.
The Company will hold regular Board meetings and the Board will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Company has established the Remuneration Committee and the Audit Committee with formally delegated duties and responsibilities and has adopted a Disclosure Committee, a share dealing code and an anti-bribery and corruption policy:
Audit Committee
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. Under its terms of reference, it is required to meet at least twice a year, at which the executive Directors may attend by invitation, and is responsible for keeping under review the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditors. It also has responsibility for matters of risk, for public reporting and internal controls and for arrangements whereby employees may raise matters of concern in confidence. The Audit Committee is chaired by Ryan Neates and its other members are David Minchin and Keith Spickelmeir, both of whom are deemed to have recent and relevant financial expertise.
Remuneration Committee
The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, it is required to meet at least twice a year and is responsible for ensuring that the executive Directors, officers and other key employees are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group. The Remuneration Committee is chaired by David Minchin and its other members are Ryan Neates and Gregg Peters.
Nomination Commitee
The Nomination Committee will review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes; as well as succession planning and Board performance evaluation. Under its terms of reference, it is required to meet at least twice a year and is responsible for reviewing the general composition of the Board. The Nomination Committee is chaired by Bo Sears and its other members are Ryan Neates and Keith Spickelmier.
The Board of Directors are committed to ensuring that appropriate standards of corporate governance are maintained, so far as is appropriate given the Group’s current stage of development, the size and composition of the Board and available resources.
As a result the board of Directors have chosen to adopt the Quoted Companies Alliance (“QCA”) Code which provides guidelines to ensure appropriate governance of companies who are in the growth stage of their life cycle.
The Board will aim to comply with the QCA Guidelines on Corporate Governance (“QCA Guidelines”) to the best of their ability specifically detailing any diversions from the code.
The QCA Code has ten principles of corporate governance that the Group applies to establish the governance foundations of the business. These principles are:
- Establish a purpose, strategy and business model which promote long term value for shareholders;
- Promote a corporate culture that is based on ethical values and behaviours;
- Seek to understand and meet shareholder needs and expectations;
- Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long term success;
- Embed effective risk management, considering both internal controls and assurance activities, considering both opportunities and threats, throughout the organisation;
- Establish and maintain the board as a well-functioning balanced team led by the Chair;
- Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities;
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
- Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose strategy and culture; and
- Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders.
Here follows a short explanation of how the Group applies each of the principles, including where applicable an explanation of why there is a deviation from those principles.
Business Model and Strategy
The Group has a clear business model which is centred around the exploration and exploitation of oil and gas leases held within its wholly owned, US based subsidiary. To date the Group has completed explorative drilling campaigns on multiple sites and is looking to progress to the next stage of development being the extraction of gas from the Rudyard project. The Group also has a clear strategy of looking to acquire projects and diversify its portfolio of investments and hence is actively looking at opportunities for growth.
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group as a whole which in turn will impact the Group’s performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that consultants or other representatives behave. The corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by Directors, consultants and representatives alike throughout the entire organisation. The Group strives to achieve and maintain an open and respectful dialogue with representatives, regulators, suppliers and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through everything that the Group does. The Directors are focused on ensuring that the Group maintains an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge.
The Group has adopted, a code for Directors’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016. Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Group, its employees and those third parties to which the business engages with.
Understanding shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. They will be encouraged to attend the AGM and participate in hearing the CEO & Chairman who provide regular updates through the registered news services, website and on social media platforms.
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Group is reliant upon open communication with its internal and external stakeholders: investee companies, shareholders, contractors, suppliers, regulators and other stakeholders. The Group has created close ongoing relationships with a broad range of its stakeholders and will ensure that it provides them with regular opportunities to raise issues and provide feedback to the Group. As the Group evolves, we anticipate that this aspect of community engagement will evolve further.
Risk Management
The Board is responsible for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Group. The Group has a framework of internal financial controls to address financial risk and regularly reviews the non-financial risks to ensure all exposures are adequately managed. The Group maintains appropriate insurance cover in respect of legal actions against the Directors as well as against material loss or claims against the Group. The principal risks and uncertainties are as set out in the Strategic Report.
A Well-Functioning Board of Directors
The Board will maintain a balance of executives and non-executive Directors. Currently there are 3 executive Directors and 2 independent non-executive Directors. The executives mandatory work commitments are defined in their executive service agreements and the CEO & Chairman are required to work in the Group on a full time basis. The non-executive Directors are available for any Group business when it may arise and each bring with them their own specialties which will be of great service to the performance of the Group.
Further information about the Directors can be found in the Key Personnel report as well as the Company website at (www.helixexploration.com). Since admission the Directors have met 5 times to discuss key issues and to monitor the overall performance of the Group. All Directors attended all meetings during the period.
Appropriate governance structures
The Group’s governance structures are appropriate for a Group of its size. The Board also meets regularly and the Directors continuously maintain an informal dialogue between themselves. The Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders, while the execution of the Group’s investment strategy is a matter reserved for the Chief Executive Officer. The current governance structure is outlined below:
Audit Committee – The Group audit committee comprises 3 members, Ryan Neates, Gregg Peters and Keith Spickelmier who acts as Chairman. The audit committee maintains primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls.
The committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported.
The audit committee has met once during the period and has met to approve these financial statements.
Remuneration Committee – The Group remuneration committee comprises 2 members, Gregg Peters and Keith Spickelmier who acts as Chairman. The remuneration committee is responsible for both the review and recommendation of the scale and structure of remuneration for senior management. In reviewing the remuneration policy of the Group, this will include any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Group.
The remuneration committee has met twice during the period
Nomination Committee – No nominations committee has been established with all matters to be considered by the Board as a whole.
The Group believes that the Directors have wide ranging experience working for/and/or advising businesses operating within the oil and gas sector. They also have an extensive network of relationships to reach key decision-makers to help achieve their strategy. The Board recognises that it currently does not have any female Directors however as it grows, it will look to recruit and develop a diverse and more gender-balanced executive team.
Evaluation of Board Performance
Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed.
Remuneration policy
The Board is committed to ensuring that the creation of value for shareholders aligns with the interests of executives and employees of the Group. The remuneration of the Board was implemented at admission and will be reviewed on or around 1 January each year to ensure that it remains appropriate for the level of time and responsibilities that each director is committing to their roles. The Board remuneration currently comprises a mixture of salary and equity-based compensation so the Board feels as though the all members of the Board are currently remunerated appropriately.
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in compliance with regulations applicable to companies quoted on AIM. All shareholders are encouraged to attend the Company’s Annual General Meeting where they will be given the opportunity to interact with the Directors. Investors also have access to current information on the Group through its website, (www.helixexploration.com).
The Board takes feedback from a wide range of shareholders (large and small) and endeavours at every opportunity to pro-actively engage with all shareholders (via regular news reporting-RNS) and engage with any specific shareholders in response to particular queries they may have from time to time. The Board considers that its key decisions during the period have impacted equally on all members of the Group.
External Auditor
During the period the audit committee decided to appoint Kreston Reeves LLP as auditor to the Group. The audit committee has met with the auditor to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and objectivity of the audit process as a high priority in the functioning of the Group. It also considers the nature and extent of the non-audit services supplied by the auditor when reviewing the ratio of audit to non-audit fees and ensures that an appropriate relationship is maintained between the Group and its external auditor.
As part of the decision to recommend the appointment of the external auditor, the Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor. There are no contractual obligations restricting the Board’s choice of external auditor. The Group has a policy of controlling the provision of non-audit services by the external auditor in order that their objectivity and independence are safeguarded.
Auditor Information
The Directors who held office at the date of approval of the Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the Group’s Auditor is unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Group’s Auditor is aware of that information.
Internal financial control
Financial controls have been established so as to provide safeguards against unauthorised use or disposition of the assets, to maintain proper accounting records and to provide reliable financial information for internal use.
Key financial controls include:
- a schedule of matters reserved for the approval of the Board;
- evaluation, approval procedures and risk assessment for acquisitions; and
- close involvement of the Directors in the day-to-day operational matters of the Group.
Shareholder Communications
The Group uses a regulatory news service and its corporate website (www.helixexploration.com) to ensure that the latest announcements, press releases and published financial information are available to all shareholders and other interested parties.
The annual general meeting is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the annual report and financial statements. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution after it has been dealt with by a show of hands.
Disclosure and Transparency Rules
Details of the Company’s share capital, warrants and options are given in the notes to the financial statements. There are no restrictions on transfer or limitations on the holding of the ordinary shares. None of the shares carry any special rights with regard to the control of the Company. There are no known arrangements under which the financial rights are held by a person other than the holder and no known agreements or restrictions on share transfers and voting rights. As far as the Group is aware there are no persons with significant direct or indirect holdings other than the Directors and other significant shareholders as shown in the Directors Report. The provisions covering the appointment and replacement of directors are contained in the Company’s articles, any changes to which require shareholder approval. There are no significant agreements to which the Company is party that take effect, alter or terminate upon a change of control following a takeover bid and no agreements for compensation for loss of office or employment that become effective as a result of such a bid.
Political Donations
The Group did not make any donations to political parties in the period.
Directors’ Indemnity Provisions
The Group has implemented Directors and Officers Liability Indemnity insurance.
Governance Documents
| Date | File Name |
|---|---|
| 09 April 2024 | GDPR PolicyGDPR Policy |
| 09 April 2024 | Audit Committee Terms of ReferenceAudit Committee Terms of Reference |
| 09 April 2024 | Nomination Committee Terms Of ReferenceNomination Committee Terms Of Reference |
| 09 April 2024 | Remuneration Committee Terms of ReferenceRemuneration Committee Terms of Reference |