AIM Rule 26

Board of Directors 
Board of Directors Responsibilities and Committees

The Board of Directors 

The board comprises one executive director and two non-executive directors. It meets several times throughout the year, for planning and as issues arise which require board attention. The board has a formal schedule of matters specially referred to it for decision. The directors are responsible for: 

• management structure and appointments; 

• consideration of strategy and policy; 

• approval of major capital investments and transactions and significant financing matters. 

The board has Audit, Remuneration and Nomination Committees, the roles and responsibilities of which are discussed below. 

Committees

Audit Committee 

Members: Ewen Ainsworth, John Stafford

The Audit Committee has terms of reference agreed by the board and meets at least twice a year. The committee provides an opportunity for reporting by the company’s auditors, and is responsible for: 

• monitoring, in discussion with the auditors, the integrity of the financial statements and announcements of the company;  

• reviewing the company’s internal financial controls and risk management systems; 

• reviewing and monitoring the external auditor’s independence, and the objectivity and effectiveness of the audit process, taking into consideration the relevant UK and other professional and regulatory requirements. 

The Audit Committee is also responsible for making recommendations to the board to be put to shareholders for their approval in general meeting in relation to the appointment, reappointment and removal of the external auditors and to approve the external auditors’ remuneration and terms of engagement. Other responsibilities include considering annually whether there is a need for an internal audit function and making a recommendation to the board, and reviewing arrangements by which the group’s staff will be able to raise concerns about possible improprieties in matters of financial reporting or other matters related to the group. 

Remuneration and Nomination Committees 

Members: Ewen Ainsworth, John Stafford 

The Remuneration and Nomination Committees, meet at least twice a year. Based on the terms of reference approved by the board, the Remuneration Committee is responsible for: 

• determining and agreeing with the board the framework or broad policy for the remuneration of the Chief Executive Officer, the Chairman and other members it is designated to consider; 

• setting the remuneration for all executive directors, the Chairman and the Company Secretary; 

• recommending and monitoring the level and structure of remuneration for senior management; 

• determining targets for any performance-related pay schemes operated by the group; 

• determining the policy and scope of pension arrangements for each executive director; and 

• ensuring that contractual terms on termination and any payments made are fair to the individual and the company. 

The Remuneration Committee determines the terms and conditions of service of executive directors. This includes agreeing the policy for authorising claims for expenses from the Chief Executive Officer and the Chairman and, within the terms of the agreed policy, recommending the total individual remuneration package of each executive director including, where appropriate, bonuses, incentive payments and share options. 

The Nomination Committee is responsible for ensuring all director appointments are considered by the Committee before their formal recommendation to the board for approval. 

Relations with shareholders 

Communications with shareholders are very important and are given a priority. The company maintains a website, www.ntog.co.uk, to, inter alia, improve information flow to shareholders and potential investors. It contains inter alia information about the company’s activities and annual and interim reports. Shareholders are welcome to make enquiries on any matters relating to the business and to their shareholdings. The company encourages shareholders to attend the Annual Meeting, at which they will be given the opportunity to put questions to the chairman and other members of the board. 

Internal financial control 

The board is responsible for establishing and maintaining the company’s system of internal controls and for reviewing their effectiveness. They are designed to safeguard the company’s assets and to ensure the reliability of the financial information for both internal use and external publication. The controls that include inter alia financial, operational and compliance matters and management are reviewed on an ongoing basis. 

A system of internal control can provide only reasonable, and not absolute, assurance that material financial irregularities will be detected or that risk of failure to achieve business objectives is eliminated. The board has considered the need for an internal audit function but because of the size and nature of its operations does not consider it necessary at this time. 

Company Description

Principal activity: Oil and gas exploration and production 

Index: London Stock Exchange AIM 

Ticker symbol: NTOG

Nostra Terra is an oil and gas exploration and production company focused on established hydrocarbon provinces in the USA and Egypt.

Nostra Terra owns and operates producing assets in East Texas and West Texas (Permian Basin). Nostra Terra also has operations in the Western Desert of Egypt.

Country of Incorporation and main country of Operation

Nostra Terra Oil and Gas Company plc was incorporated and registered in England and Wales on 20 January 2005 with registered number 5338258, and its assets and operations are based primarily in the USA.

Nominated Adviser 

Strand Hanson Limited 

26 Mount Row 

London 

W1K 3SQ

Other Key Advisers

Joint Broker 

Smaller Company Capital Ltd

4 Lombard Street 

London 

EC3V 9HD

Auditors 

Jeffreys Henry 

LLP Finsgate  

5-7 Cranwood Street 

London 

EC1V 9EE

Solicitors Ronaldsons LLP 

55 Gower Street 

London 

WC1E 6HQ

Principal bankers 

National Westminster Bank plc 

PO Box 712 94 

Moorgate 

London 

EC2M 6XT 

Registrars 

Share Registrars Limited 

Suite E 

First Floor 

9 Lion & Lamb Yard 

Farnham  

Surrey GU9 7LL

Corporate Governance Code

The directors recognise the importance of sound corporate governance, commensurate with the group’s size and shareholders’ interests. As the group grows, policies and procedures that reflect the FRC’s UK Corporate Governance Code will be developed. So far as is practicable and appropriate, the directors will take steps to comply with the UK Corporate Governance Code.

Takeover Code 

Nostra Terra Oil and Gas Company is subject to the UK City Code on Takeovers and Mergers.

Admission document, Constitutional documents and Circulars

Constitutional Documents

Shareholder Circulars

Number of AIM securities issued

147,206,221 ordinary shares of 0.1p each. There are no restrictions on the transfer of these securities. 

Significant Shareholders

JIM NOMINEES LIMITED - 11.93%

INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED (1) - 9.94%

BARCLAYS DIRECT NOMINEES LIMITED - 9.53%

HSDL NOMINEES LIMITED - 7.42%

HARGREAVES LANSDOWN (NOMINEES) LIMITED (1) - 4.7%

HARGREAVES LANSDOWN (NOMINEES) LIMITED (2) - 4.7%

HARGREAVES LANSDOWN (NOMINEES) LIMITED (3) - 4.18%

MATT LOFGRAN - 4.06%

HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED - 4.01%

SHARE NOMINEES LTD - 3.45%

INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED - 3.45%

As of 5 June 2018.

Percentage of AIM securities not in public hands

Last updated 5 June 2018, 30.8% of the company’s issued ordinary shares were not in public hands.

Details of other exchanges

Shares in Nostra Terra are only traded on AIM, a market operated by the London Stock Exchange plc, the company has not applied or agreed to have them admitted to trading on any other exchanges or trading platforms.

Annual Reports and Accounts and Interim Reports
Regulatory News

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