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.
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.
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.
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.
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As an AIM-quoted company, Nostra Terra Oil & Gas Company plc (“Nostra Terra” or the “Company”) and its subsidiaries (together, the “Group”) is required to apply a recognised corporate governance code, demonstrating how the Group complies with such corporate governance code and where it departs from it.
The Directors of the Company have formally taken the decision to apply the QCA Corporate Governance Code (the “QCA Code”). The Board recognises the principles of the QCA Code, which focus on the creation of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which small to
medium sized companies, such as Nostra Terra, have been created. The Company will provide annual updates on its compliance with the QCA Code in its Annual Report.
The Board comprises three Directors of which one is an executive and two are non-executives, including the Chairman, reflecting a blend of different experience and backgrounds. The Board considers Ewen Ainsworth and John Stafford to be independent non-executives in terms of the QCA guidelines.
The Board meets throughout the year and all major decisions are taken by the full Board. The Group’s day-to-day operations are managed by the Executive Director. All Directors have access to the Company Secretary and any Director needing independent professional advice in the furtherance of his/her duties may obtain this advice at the expense of the Group.
The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively, and that all Directors have adequate time to fill their roles.
Details of the current Directors, their roles and background are set out on the Company’s website at www.ntog.co.uk.
The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The Chairman is considered independent and has adequate separation from the day-to-day running of the Group
The role of the Chief Executive Officer is for the strategic development of the Group and for communicating it clearly to the Board and, once approved by the Board, for implementing it. In addition, the Chief Executive Officer is responsible for overseeing the management of the Group.
Application of the QCA Code
In the spirit of the QCA Code it is the Board’s job to ensure that the Group is managed for the long-term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to the Group. The Board will continue to monitor the governance framework of the Group as it grows.
Nostra Terra is an oil and gas exploration and production company that seeks to grow shareholder value through the acquisition, exploration and development of oil and gas assets. The Company seeks to promote the long-term value for shareholders by leveraging the technical knowledge and experience of its Directors and Group to achieve further significant uplift in its asset base and complete the necessary associated technical work.
The Company remains committed to listening to, and communicating openly with, its shareholders to ensure that its strategy, business model and performance are clearly understood. The AGM is a forum for shareholders to engage in dialogue with the Board. The results of the AGM will be published via RNS and on the Company’s website. In addition, the Board organises regular update meetings with both the shareholders and the Company’s brokers. Regular progress reports are also made via RNS’s.
Nostra Terra believes that a successful project is best achieved through maintaining close working relationships with local partners, vendors, service providors and other stakeholders in local communities, this social ideology is at the forefront of all of Nostra Terra’s exploration and production activities by establishing and maintaining co- operative relationships with local personnel and using local contractors and suppliers.
Nostra Terra’s management maintains a close dialogue with local communities and its workforce. Where issues are raised, the Board takes the matters seriously and, where appropriate, steps are taken to ensure that these are integrated into the Company’s strategy.
Careful attention is given to ensure that all exploration activity is performed in an environmentally responsible manner and abides by all relevant industry and environmental acts. Nostra Terra takes a conscientious role in all of its operations and is aware of its social responsibility and its environmental duty.
Both the engagement with local communities and the performance of all activities in an environmentally and socially responsible way are closely monitored by the Board and ensure that ethical values and behaviours are recognised.
Corporate Governance Committees
The Board has established two committees comprising Non-Executive Directors.
The composition of the committees is as follows:
Ewen Ainsworth (Chairman)
The Audit Committee
The Audit Committee meets twice during the year to review the published financial information, the effectiveness of external audit and internal financial controls including the specific matters set out below.
The terms of reference of the Audit Committee are to assist all the Directors in discharging their individual and collective legal responsibilities and during the meetings to ensure that:
The audit committee does not consider there is a need for an internal audit function given the size and nature of the Group.
Significant issues considered by the Audit Committee during the year have been the Principal Risks and Uncertainties and their effect on the financial statements. The Audit Committee tracked the Principal Risks and Uncertainties through the year and kept in contact with the Group’s Management, External Service Providers and Advisors and received regular updates. The Audit Committee is satisfied that there has been appropriate focus and challenge on the high-risk areas.
Jeffreys Henry, the current external auditors, have been in office since 2009 which was the last time a tender for the audit took place.
The external auditors are invited to attend the Audit Committee meeting to present their findings and this provides them with a direct line of communication to the Directors.
The terms of reference of the Remuneration Committee are to:
The Company does not currently have a Nominations Committee, which the Board considers to be appropriate given the Company’s size and nature, but it will continue to monitor the situation as it grows.
The Directors acknowledge their responsibility for the Group’s system of internal control, which is designed to ensure adherence to the Group’s policies whilst safeguarding the assets of the Group, in addition to ensuring the completeness and accuracy of the accounting records. Responsibility for implementing a system of internal financial control is delegated to the Finance Director. The essential elements of the Group’s internal financial control procedures involve:
Detailed financial projections for the current financial year are prepared and subject to formal review at Board meetings.
The Directors aim to monitor the Group’s performance through the preparation of quarterly management accounts and regular reviews of expenditure and projections.
Departure from the QCA Code:
In accordance with the AIM Rules for Companies, Nostra Terra departs from the QCA Code in the following way:
Principle 7 – “Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.”
Nostra Terra’s board is small and extremely focused on implementing the Company’s strategy. However, given the size and nature of Nostra Terra, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. The Board will closely monitor the situation as it grows.
Nostra Terra Oil and Gas Company is subject to the UK City Code on Takeovers and Mergers.
147,206,221 ordinary shares of 0.1p each. There are no restrictions on the transfer of these securities.
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.
Last updated 5 June 2018, 30.8% of the company’s issued ordinary shares were not in public hands.
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.
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