Rose Petroleum plc

Board Committees

Corporate Governance

The policy of the Board is to manage the affairs of the Group using the principles of the QCA Guidance as best practice. This statement describes how the principles of corporate governance are applied to the Group to the extent that the Board considers is appropriate for a group of its size, nature and stage of development.

The Board and its committees

Board meetings are scheduled to take place every two months with contact between meetings as required. The meetings are held to set and monitor strategy, review exploration and trading performance, examine acquisition possibilities and approve reports to shareholders. The matters reserved for the Board include, amongst others, approval of the Group’s long term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s financial statements and ensuring maintenance of good systems of internal control. Procedures are established to ensure that appropriate information is communicated to the Board in a timely manner to enable it to fulfil its duties.

Details of Directors who served during the year are set out in the Directors’ Report. The Board is now comprised of three executive Directors and two non‐executive Directors, one of whom acts as Chairman. There are separate roles for the Chairman and the Chief Executive Officer.

The Board has established an Audit Committee, which comprises the Chief Executive Officer, MC Idiens, and non-executive Director, PE Jeffcock. The Audit Committee meets twice a year and the external auditor is invited to meetings where appropriate. The main responsibilities of the Audit Committee are to review and report to the Board on matters relating to:

  • the integrity of the financial statements of the Group, including its annual and interim accounts;
  • the effectiveness of the Group’s internal controls and risk management systems;
  • the accounting policies and practices of the Group;
  • audit plans and auditor’s report, including any significant concerns the external auditor may have
  • arising from their audit work; and
  • the terms of appointment, remuneration and independence of the auditor.

The Board has established a Remuneration Committee, which comprises a non-executive Director, PE Jeffcock, and K K Hefton. The Remuneration Committee meets twice a year and reviews the performance of the executive Directors and the scale and structure of their remuneration having due regard to the interests of the shareholders. The Committee is also responsible for awards under the share option plan. No Director is involved in any decision relating to his own remuneration.

Board Committees Members:

Audit Committee: Matthew Idiens, Philip Jeffcock (Chairman)

Remuneration Committee: Philip Jeffcock, Kris Hefton