Nostrum attaches high priority to good practice in corporate governance, the system by which the Group is directed, managed and controlled in the interests of all its stakeholders.
The ordinary shares of Nostrum Oil & Gas PLC are admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc’s main market for listed securities. As a result, the company issues a disclosure statement concerning its application of the principles of, and compliance with the provisions of, the UK Corporate Governance Code (the “Code"). The Code sets out standards of good practice in relation to issues such as board composition and development, remuneration, accountability and audit and relations with shareholders.
Pursuant to the Code, the company's Board of Directors (the “Board”) has adopted and published a formal schedule of matters specifically reserved for its decision and includes in the company's annual report a high level statement of which decisions are to be taken by the Board and which may be delegated to management. The company also includes a statement in its annual report as to whether it has complied with the Code, or to the extent that it has not done so explains any divergences from the Code's recommendations (the “comply or explain” principle).
The company complies with all of the provisions of the Code, with the following exceptions:
A.3.1 The chairman does not meet the independence criteria set out in B.1.1 of the Code, in part given his executive position in the Company. Companies owned and controlled by the chairman acquired the Group’s assets outright in 2004 and the chairman has been a leading driver behind the successful development of the business since that date. As such, the other members of the Board consider that the chairman’s continued involvement as an executive director is important for the future of the business, given the chairman’s experience and expertise in the development of the Group’s oil and gas assets in Kazakhstan.
B.1.2 Given that the chairman fulfils an executive role and Piet Everaert and Pankaj Jain are not categorised as independent directors as a result of having been nominated by Claremont Holdings C.V. and Mayfair Investments B.V. (“Mayfair”), respectively, five of the nine directors on the Board are not considered independent for the purposes of the Code. Mayfair, whilst not considered independent for the purposes of the Code, is independent of the other shareholders in the Company. Mayfair has no alignment with any other major shareholder and hence Mayfair’s nominee to the Board is considered to be independent in character and judgement with no relationships that directly a ect his judgement and no single group is therefore able to exercise majority influence over the Board as a whole. In order to provide additional protections to the Company in respect of these areas of non-compliance with the Code, the Company has entered into relationship agreements with each of Claremont Holdings C.V. and KazStroyService Global B.V. (“KSS Global”). On 30 January 2015 Mayfair (an a liate of KSS Global) acquired 48,333,300 ordinary shares in the Company from KSS Global and pursuant to a deed of adherence of the same date undertook to the Company to be bound by the terms of the relationship agreement previously signed between the Company and KSS Global and to observe and perform all of the provisions and obligations of such relationship agreement in so far as they fall to be observed or performed on or after the date of the transfer.
E.2.3 All directors did not attend the 2016 Annual General Meeting, however those directors who did not attend were available by teleconference to answer questions from shareholders.