Committees
The committee is committed to its primary role of assisting the Board in achieving the Group’s strategic objectives whilst protecting stakeholder interests.
| Name | Membership Start Date | Membership End Date |
|---|---|---|
| Fiona Paulus (Chairwoman) | 24 February 2023 | |
| Chris Cox | 24 February 2023 | 31 May 2024 |
| Chris Hopkinson | 24 February 2023 |
All members of the Audit Committee during 2024 were considered to be independent Non-Executive Directors. The qualifications presented in the biographies of the members of the Committee can be found on the ‘Board’ page, and their respective contributions to the activities of the Committee, demonstrate that the Committee has the necessary levels of competence in oil & gas upstream and downstream operations and in accounting and auditing, as well as recent and relevant financial experience.
Key responsibilities
The key areas of responsibility of the Committee during 2024 were as follows:
- Review the Group’s audited annual report and interim unaudited consolidated financial statements;
- Review the formal announcement of the financial results, investor presentations and any other related announcements;
- Review the effectiveness of any investigations or internal audits performed;
- Monitor compliance with applicable regulatory and legal requirements and the Group’s Code of Conduct;
- Monitor and review the effectiveness of the Group’s internal audit function;
- Maintain the relationship with the Company’s external auditor and oversee its appointment, remuneration and terms of engagement whilst continually assessing its independence and objectivity; and
- Review audit findings and assess the standard and effectiveness of the external audit.
Documents:
The Committee is committed to its primary role of assisting the Board in achieving the Group’s strategic objectives whilst protecting stakeholder interests.
| Name | Membership Start Date | Membership End Date |
|---|---|---|
| Chris Cox (Chairman until 31 May 2024) | 24 February 2023 | 31 May 2024 |
| Chris Hopkinson | 24 February 2023 | |
| Fiona Paulus | 24 February 2023 | |
| Martin Gudgeon | 24 February 2023 | |
| Stephen Whyte | 24 February 2023 |
Key responsibilities
The key responsibilities of the Committee in 2024 were to:
- Lead the process for Board appointments and make recommendations to the Board regarding candidates for appointment or re-appointment as Directors;
- Monitor and make recommendations to the Board on Board governance and corporate governance issues, to enable the Board to operate effectively and efficiently;
- Regularly review the structure, size and composition (including skills, knowledge and experience) required of the Board;
- Keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace; and
- Review annually the time required from Non-Executive Directors;
- Review and approve changes to the Board’s governance guidelines, monitor the compliance with such guidelines and with applicable legal, regulatory and listing requirements and recommend to the Board such changes or additional action as it deems necessary;
- Require Directors to obtain approval from the Board before undertaking additional external appointments.
Documents:
The primary responsibilities of the Committee are set out in its terms of reference which are reviewed and updated annually. When making recommendations to the Board regarding Executive Directors’ remuneration the Committee is able to consider corporate performance on environmental, social and governance issues and ensures that any incentive structures do not raise any environmental, social or governance risks by inadvertently motivating irresponsible behaviour.
| Name | Membership Start Date | Membership End Date |
|---|---|---|
| Chris Hopkinson (Chairman) | 24 February 2023 | |
| Fiona Paulus | 24 February 2023 | |
| Chris Cox | 24 February 2023 | 31 May 2023 |
| Martin Gudgeon | 24 February 2023 |
Their biographies can be found on the ‘Board’ page. The Company Secretary acts as secretary to the Committee.
Key responsibilities
The Committee’s key responsibilities include ensuring that:
- Remuneration policy and practices of the Company are designed to support strategy and promote long-term sustainable success, reward fairly and responsibly, with a clear link to corporate and individual performance, having regard to statutory and regulatory requirements; and
- Executive remuneration is aligned to company purpose and values and linked to delivery of the Company’s long-term strategy.
The remuneration of the Chairman, the CEO, the CFO, the Company Secretary and all other senior members of executive management is determined by the Committee under delegated powers from the Board and in accordance with the Committee’s terms of reference.
The Chairman and the executive members of the Board determine the remuneration of all Non-Executive Directors, including members of the Committees. In accordance with the terms of reference, members of the Committee shall be appointed by the Board on the recommendation of the Nomination and Governance Committee in consultation with the Chair of the Committee. The Committee shall comprise at least three members, the majority of whom shall be INEDs and one of whom shall be the Warrant Director.
Documents:
The Strategy Committee was formally created on 25 February 2023.
| Name | Membership Start Date | Membership End Date |
|---|---|---|
| Stephen Whyte (Committee Chair from 24 February 2023) | 24 February 2023 | |
| Martin Gudgeon | 24 February 2023 | |
| Arfan Khan | 24 February 2023 |
Key responsibilities
- Assess the corporate and strategic performance of the Company and its subsidiaries (the “Group”) in its broadest sense, and forming a wide view on the adequacy of progress made in achieving strategic objectives and outcomes, and of the systems to measure, monitor and deliver on them;
- Support the Board and Senior Management in formulating the overall strategy for the Company, with particular emphasis on horizon scanning, priorities, activities and outcomes;
- Consider the strategic development opportunities for the Group, including by way of acquisitions, disposals, joint ventures, commercial co-operations or otherwise;
- Consider options for shareholder investment or exit.
More details on key responsibilities can be found in the Committee’s terms of reference, which are available on the Group’s website at www.nog.co.uk. The terms of reference of the Committee were approved at a meeting of the Board on 26 April 2023.