Framework
The Board of Sintana Energy Inc (“Sintana” or “the Company”) is committed to the highest standards of corporate governance applying to the company and all members of the company’s group (the “Group”).
The Board complies with the corporate governance requirements of the TSX-V and applicable securities laws and policies in Canada. The Board further complies, when able to, with the ten principles set out in the corporate governance guidelines for smaller quoted companies published by the QCA Code. In particular, the Directors are responsible for overseeing and embedding effective internal controls and promoting a culture of positive business and operational risk management including to ensure that proper accounting records are maintained, and that the financial and other information upon which business decisions are made, and which is issued for publication, is reliable and that the assets of the Company are safeguarded.
The Board’s overall mission is to build a sustainable business through consistent growth and to promote transparency and integrity in business with sound ethical values and behaviours and to ensure that we act responsibly in creating and maintaining a flexible, efficient and effective framework for entrepreneurial management that delivers growth in shareholder value over the long term.
The Board is primarily responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions and overall the Board is responsible for the long-term success of the Company and providing leadership to the business including culture, values and ethics and ensuring effective corporate governance and succession planning.
The Board operates in an accountable open and transparent environment where the views of all Directors and the actions of Executive Directors can be challenged. The Board is satisfied it has the appropriate balance of skills and experience on the one hand, and, independence and knowledge on the other, to enable it to discharge its respective duties and responsibilities effectively, and that all Directors have adequate time to fill their roles.
The Board formally meets at least twice per annum to review performance. The Board currently comprises six directors, two of whom are executive and four of whom are non-executive. The Board considers only Iain McKendrick to be Independent under the QCA Code. Full details of the current Directors, their roles and background are set out on the Board of Directors page of this site.
Sintana Energy 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 applicable regulatory news services, including RNS – London Stock Exchange, and on the Company’s website.
The Board is supported in the work by four key committees. The working of the committees is essential to the effective operation of the Board. Each committee considers in greater depth and detail, on behalf of the Board, issues relevant to their terms of reference and reports to the Board after their meetings. Those committees are an audit and risk committee, a remuneration committee, a nomination committee and a technical and HSE committee. Each committee has formally delegated duties and responsibilities, as described below.
Audit and Risk Committee
The audit and risk committee has responsibility for reviewing and challenging the process for identification of risks, risk management frameworks and monitoring the integrity of the Group’s financial statements, including monitoring the preparation of the annual and interim accounts, reports and any other formal announcement relating to its financial performance or prospects. The audit and risk committee has the responsibility for reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, compliance and fraud systems, monitoring the effectiveness of the internal audit function (if established) and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The audit and risk committee advises the Board independently of executive directors and external auditors when it considers the Group’s corporate reporting. The audit and risk committee also has unrestricted access to the Group’s external auditors.
The audit and risk committee is required to have at least three members and include members who, have between them, relevant financial experience and an overall understanding of management practices including risk management activities, both generally and in the Group’s relevant industry.
The Audit Committee does not consider there is a need for an internal audit function given the size and nature of the Group.
The audit and risk committee currently comprises two non-executive directors and one executive director, Mr. Spickelmier, Mr. Uliel and Mr. McKendrick, and is chaired by Mr. Spickelmier. The audit and risk committee meets at least four times a year at appropriate times in the reporting and audit cycle, and otherwise as required.
Remuneration Committee
The remuneration committee has responsibility for determining and agreeing with the Board the policy for the remuneration of the Chairman, the Executive Directors and other designated senior executives. Within the terms of the remuneration policy in accordance with the principles and provisions of the QCA Code framework, the committee determines the total individual remuneration schemes that motivate management and promote the long-term growth of shareholder value with packages of such persons including, where appropriate, bonuses, incentive payments and Share Options or other share awards. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Directors and shall be within the limits set in the Articles. No Director is involved in any decision as to his or her own remuneration.
The remuneration committee currently comprises two non-executive directors, Mr. McKendrick and Mr. Manner, and is chaired by Mr. McKendrick. The remuneration committee meets at least twice a year and otherwise when required.
Nomination Committee
The nomination committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and giving consideration to succession planning. It will be responsible for: (i) identifying and nominating, for the approval of the Board, candidates for vacancies on the Board when they arise; (ii) the structure and composition of the Board committee; and (iii) for monitoring the leadership needs of the organisation, both executive and non-executive to ensure the continued ability of the organisation to compete effectively in the market. It keeps up-to-date and informed about strategic issues and commercial changes affecting the Company.
The nomination committee currently comprises two non-executive directors and one executive director, Mr. McKendrick, Mr. Manner and Mr. Bose, and will be chaired by Mr. McKendrick. The nomination committee meets at least once a year and otherwise as required.
Technical & HSE Committee
The Technical & HSE committee has responsibility for continual monitoring of the principal technical risks faced by the Group, technical aspects of the Group’s portfolio of assets, technical evaluation of potential new assets and technical work undertaken on existing assets, and monitoring of the Group’s HSE performance, including incidents and reporting. The Technical & HSE committee is also responsible for recommending technical risk management and HSE policies to the Board.
The Technical & HSE Committee currently comprises one independent non-executive director, Mr. Manner, and two executive directors Mr. Bose and Mr. Uliel, and is chaired by Mr. Manner. In addition, the technical and HSE committee authorised to seek information from any officer or employee, and to invite Group technical personnel and external advisors to meetings. The Technical & HSE committee meets as required.
Share dealing code and Insider Trading and Blackout Policy
The Group has adopted a share dealing code which is compliant with Article 19 of MAR and Rule 21 of the AIM Rules. The share dealing code applies to any person discharging management responsibility, including the Directors and senior management and any closely associated persons and applicable employees.
The Group has also adopted an insider trading and blackout policy which ensures compliance with Canadian securities laws and requirements under the TSX-V. In the event of conflict of both policies, the policies that imposes stricter restrictions prevails.
The share dealing code, together with the insider trading and blackout policy, impose restrictions beyond those that are imposed by law (including by the FSMA, MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have. The share dealing code sets out a notification procedure which is required to be followed prior to any dealing in the Company’s securities.
Dividend Policy
The Company does not currently intend to pay a dividend to its shareholders for the foreseeable future (and has not previously paid any dividends). Payment of future dividends, if any, will be at the discretion of the Board.
Internal Control
The Directors are responsible for the Company’s internal control systems, which are designed to monitor adherence to the Company’s policies whilst ensuring the safeguarding of assets and sound application of the financial resources of the Company, whilst also ensuring the completeness and accuracy of the Company’s accounting records.
The key elements of the Company’s internal financial control procedures involve detailed financial projections for the current financial year are prepared and subject to formal review at Board meetings, with the Company’s performance against these projections being monitored through the preparation of quarterly management accounts which are reviewed by the Board at regular intervals.
Anti-Bribery and Corruption Statement
It is Sintana Energy’s policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and we are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and we are committed to implementing and enforcing effective systems to counter bribery and corruption.
Sintana Energy seeks to ensure that all employees, directors, officers, contract staff and secondees in every company in which Sintana Energy has a controlling interest (either directly or indirectly) adopt the requirements of the Anti-Bribery and Corruption Policy. Contractors or consultants who are working on Sintana Energy’s behalf or in Sintana Energy’s name are required to act consistently with the Policy when acting on Sintana Energy’s behalf. Non-Sintana Energy Operated Ventures (NOVs) are encouraged by Sintana Energy to adopt the same or equivalent standards and principles.