As a result, the Board promotes high standards of corporate governance as a key component of its activities. Clearly defined roles and responsibilities, non-executive independence, boardroom and workplace diversity, an open and transparent culture and the work of our committees in implementing the Company’s values and policies throughout the Group are all vital ingredients to get this right for our stakeholders.

Statement of compliance

Nostrum fully complied throughout 2024 with the provisions of the 2018 version of the UK Corporate Governance Code except in the following respects:

Provision 10

Provision 10 of the Code states that “Circumstances which are likely to impair, or could appear to impair, a non-executive director’s independence include, but are not limited to, whether a director has received or receives additional remuneration from the company apart from a director’s fee, participates in the company’s share option or a performance-related pay scheme, or is a member of the company’s pension scheme.” Provision 10 further states that where any of these or other relevant circumstances apply, and the board nonetheless considers that the non-executive director is independent, a clear explanation should be provided. The Board notes that each of the Chair and the Non-Executive Directors were appointed in February 2023 as part of the plan to support the executive team following the Restructuring and enable the Company to create significant stakeholder value by pursuing new strategic goals. Such appointments were not made in the expectation or anticipation of any performance-related remuneration for such directors. Mr Cox resigned as an Independent Non-Executive Director on 31 May 2024. Each of Stephen Whyte (as Chair), Christopher Hopkinson and Fiona Paulus (as Independent Non-Executive Directors) are considered by the Board to be independent (for the purposes of the Code) notwithstanding their participation in the Management Incentive Plan implemented in 2024. In particular, the Board considers that such Directors are independent in judgment and character and that such independence is not compromised by any participation in the MIP. In coming to such determination on independence, the Board has also consulted with shareholders.

Provision 11

Following the departure of Mr. Cox from the Board and the appointment of Mr. Gladun as a director in 2024, less than half the Board excluding the chair, are non-executive directors whom the Board considers to be Independent (i.e. 2 of 5). The Board intends to recruit an independent director to replace Mr. Cox.

Provision 12

The Board has not to date appointed one of the independent non-executive directors to act as the senior independent director, to provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders. The Board believes that there are currently effective arrangements in place for communication between the chair and other directors and shareholders without such appointment.

Provision 17

Following the departure of Mr. Cox from the Board, less than a majority (i.e. 2 of 4) of the members of the Nomination and Governance Committee are Independent Non-Executive Directors. The Board intends to recruit an independent director to replace Mr Cox.

Provision 21

No external evaluation of the Board or any of its committees took place in 2024. However, an informal/internal evaluation of the Board and its committees took place in 2024.

Provision 32

The Remuneration Committee includes one member, Martin Gudgeon, who is not an independent director. Mr. Gudgeon’s membership in the committee was an agreed term of the Company’s 2023 debt restructuring.

Provision 34

Provision 34 of the Code states that “Remuneration for all nonexecutive directors should not include share options or other performance-related elements”. The Board considers that the Company will be best placed to deliver value creating catalysts where all directors are incentivised to deliver such milestones. The Company’s shareholders in 2024 approved amendments to the Directors’ Remuneration Policy to allow for adoption of the MIP. The Board also notes that the participation of non-executive directors in the MIP is limited to a cash payment calculated by reference to the respective director’s fees. In this manner, the non-executive directors are aligned with senior management in looking to unlock the value of the group’s world-class gas processing infrastructure in Kazakhstan for the benefit of all stakeholders whilst guiding the executive team in safeguarding the base business.

Provision 36

The Company’s LTIP has a total holding and vesting period of no more than three years and therefore does not comply with the requirements of Code Provision 36, which requires share awards to be released for sale on a phased basis and be subject to a total vesting and holding period of five years or more. As explained in the press release released by the Company on 28 August 2019, a copy of which has also been published on the Public Register maintained by the Investment Association, the Board and the Remuneration Committee believe that the current provisions of the LTIP relating to the performance period and vesting period are appropriate and aligned with the interests of shareholders, so that modifying such provisions of the LTIP at this time would not be the right course of action. The full text of the announcement is available to read on the Company’s website.