Corporate Governance/AIM RULE 26

Corporate Governance

Serica’s Board is focused on strong corporate governance and effective risk management. The Board is accountable to shareholders for sustainable financial performance and long-term shareholder value. It meets these aims by continually reviewing and approving the Group’s strategy and ensuring that the necessary resources are in place to achieve Serica’s strategic aims and objectives. The Board also determines the Company’s key policies and reviews management and financial performance.

The Board operates according to clear procedures and allocation of responsibility. This system of delegation allows risk to be assessed and managed effectively. These are underpinned by Serica’s core values and standards of business conduct and ensure that these, together with the Company’s obligations to its stakeholders, are widely understood across all its activities.

Board Composition

The Board of Directors acknowledge the importance of corporate governance. The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code (the 'QCA Code'). The directors believe that the QCA Code provides the company with the right framework to maintain a strong level of governance.

The Board of the Company currently consists of four non-Executive Directors and two Executive Directors, one of whom is the Executive Chairman of the Board. Neil Pike holds the position of Senior Independent Director.

All the non-Executive Directors are independent in character and judgement and have the range of experience and calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success of the Group.

The Board retains full and effective control over the Company. The Company holds regular Board meetings at which financial, operational and other reports are considered and, where appropriate, voted on. The Board is responsible for the Group’s strategy, performance, key financial and compliance issues, approval of any major capital expenditure and the framework of internal controls. The matters reserved for the Board include, amongst others, approval of the Group’s long term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s annual report and accounts and ensuring maintenance of sound systems of internal control.

There is a clearly defined organisational structure with lines of responsibility and delegation of authority to executive management. The Board is responsible for monitoring the activities of the executive management. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. In the event of an equality of votes at a meeting of the Board, the Chairman has a second or casting vote.
All of the non-Executive Directors meet the requirements of independence prescribed in the UK Code. There is no formal Board performance appraisal system in place but
the Nomination Committee considers this as part of its remit.

Board Member Year appointed
Executive Chairman  
Antony Craven Walker 2004
Executive Directors  
Mitch Flegg   2017
Non-Executive Directors  
Neil Pike 2004
Ian Vann 2007
Trevor Garlick 2018
Malcolm Webb 2018

The Board of Serica Energy has adopted the following policies:


Code of Business Conduct (the Code) and Corporate Social Responsibility of Serica Energy plc and Subsidaries (Serica)

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Health, Safety and Environmental Policy

It is the policy of Serica Energy to manage all its activities and operations in a responsible manner that: 

  • Meets the high quality standards we set as part of our business objectives; 
  • Protects the health and safety of our employees, contractors and public; 
  • Minimises adverse impact on the environment. 

To accomplish this we will: 

  • Ensure that all personnel are aware of their delegated HSE responsibilities and are properly trained to undertake these;
  • Ensure that all Company activities are performed to the best of our capabilities;
  • Design and manage our activities to prevent pollution, minimise environmental and health impacts and provide work places where safety hazards have been fully assessed and appropriately mitigated;
  • As a minimum, comply with all applicable HSE legislation, regulations, other requirements and standards;
  • Ensure that environment, health and safety protection command equal prominence with other business considerations in the decision making process;
  • Fully consider local community expectations and concerns, cultural heritage, short and long-term benefits and costs and liabilities;
  • Investigate the benefits of viable material and process alternatives;
  • Strive for continuous improvement in our HSE performance and measure this by setting objectives and targets consistent with the aims of this policy, where applicable.
  • Routinely monitor and report HSE performance to the Board of Directors of the Corporation, who will ensure that the necessary resources are provided to support this Policy fully.

Mitch Flegg, CEO
Serica Energy 
November 2017


Anti-corruption and bribery policy

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AIM Rule 26

Website last updated 1 April 2019 in accordance with AIM Rule 26.

The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.

The Company adheres to the Quoted Companies Alliance (QCA) Corporate Governance Code (the 'QCA Code'). The Board of Directors acknowledge the importance of corporate governance and seeks to comply with the QCA Code as best as possible.

The Board of the Company currently consists of four non-Executive Directors and two Executive Directors, one of whom is the Executive Chairman of the Board . Neil Pike holds the position of Senior Independent Director.

All the non-Executive Directors are independent in character and judgement and have the range of experience and calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success of the Group.

The Board retains full and effective control over the Company. The Company holds regular Board meetings at which financial, operational and other reports are considered and, where appropriate, voted on. The Board is responsible for the Group’s strategy, performance, key financial and compliance issues, approval of any major capital expenditure and the framework of internal controls. The matters reserved for the Board include, amongst others, approval of the Group’s long term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s annual report and accounts and ensuring maintenance of sound systems of internal control.

There is a clearly defined organisational structure with lines of responsibility and delegation of authority to executive management. The Board is responsible for monitoring the activities of the executive management. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. In the event of an equality of votes at a meeting of the Board, the Chairman has a second or casting vote.
All of the non-Executive Directors meet the requirements of independence prescribed in the UK Code. There is no formal Board performance appraisal system in place but
the Nomination Committee considers this as part of its remit.

Details of the ten principles of the QCA Code, the Chairman's Governance Statement and how the Company complies with the principles can be found here.

Serica Energy plc is incorporated in England and Wales. Its main countries of operations are the United Kingdom, Ireland and Namibia.

Articles of Association

(adopted by special resolution passed on 25th June 2010)

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The Company's shares are listed on AIM in London under ticker symbol SQZ and is a designated foreign issuer on the Canadian TSX.

There are no restrictions on the transfer of securities.

Nominated Advisers and Joint-Brokers

Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
Jefferies Hoare Govett
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
 

Company Secretary

AMBA Secretaries Ltd

Auditors

Ernst & Young LLP
1 More London Place
London SE1 2AF

Bankers

Barclays, Lloyds

Public Relations

Instinctif Partners
65 Gresham Street
London EC2V 7NQ

UK Legal Advisers

Ashurst LLP
Broadwalk House
5 Appold Street
London EC2A 2AG

Canadian Legal Advisers

Stikeman Elliott LLP
Dauntsey House
4b Frederick's Place
London EC2R 8AB

UK Registrars

Link Asset Services
34 Beckenham Road
Kent BR3 4TU

The Company is subject to the rules of the UK City Code on Takeovers and Mergers.

 
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