The Board meets frequently to consider all aspects of FOGL activities. A formal schedule of matters reserved for the Board has been issued and approved and includes overall strategy and approval of major capital expenditure.The Board consists of the Chairman, two Non-executive Directors, Chief Executive Officer and the Exploration Director. All Directors have access to the advice of the Company Secretary and the Company's professional advisers.
The Remuneration Committee comprises David Hudd, Timothy Jones and Richard Liddell, and is chaired by Richard Liddell. The purpose of the Remuneration Committee is to: make recommendations to the Board on an overall remuneration policy for executive Directors and other senior executives in order to retain, attract and motivate high quality executives capable of achieving FOGL's objectives; and demonstrate to shareholders that the remuneration of the executive Directors of the Company is set by a committee whose members have no personal interest in the outcome of their decision, and who will have due regard to the interests of the shareholders.
Procedures for developing policy and fixing remuneration
The Board has shown a commitment to formalising procedures for developing a remuneration policy, fixing executive remuneration and ensuring that no Director is involved in deciding his or her own remuneration. The Committee is authorised to obtain outside professional advice and expertise.
The Remuneration Committee is authorised by the Board to investigate any matter within its terms of reference. It is authorised to seek any information that it requires from any employee.
Details of the remuneration policy
The basic fees to be paid to the Directors are recommended by the Remuneration Committee, and are subject to approval by the full Board.
The Audit Committee comprises David Hudd and Richard Liddell and is chaired by David Hudd. It is responsible for ensuring that the financial performance of FOGL is properly reported on and monitored, and for reviewing the auditors' reports relating to accounts and internal control systems.
The FOGL Nomination Committee comprises David Hudd and Richard Liddell, and is chaired by Richard Liddell. It is responsible for the selection and appointment of Board Members.
Communication with shareholders is given a high priority by the Board of Directors who take responsibility for ensuring that a satisfactory dialogue takes place. Directors plan to meet with our institutional shareholders following the announcement of interim and final results and at other appropriate times. The Directors are also in regular contact with stockbrokers' analysts. FOGL has developed this web site containing investor information to improve communications with individual investors and other interested parties.
The Directors acknowledge their responsibility for FOGL's system of internal control and for reviewing its effectiveness. The system of internal control is designed to manage the risk of failure to achieve FOGL's strategic objectives. It cannot totally eliminate the risk of failure but will provide reasonable, although not absolute, assurance against material misstatement or loss.
FOGL operates a share option scheme pursuant to which Directors and senior executives may be granted options to acquire ordinary shares in FOGL at a fixed option price.
All service agreements for Directors are terminable by either party on between six and twelve months notice.
Falkland Oil and Gas Limited's shares are traded on AIM and as such, FOGL is not subject to the requirements of the Combined Code on Corporate Governance nor is it required to disclose its specific policies in relation to Corporate Governance. The Directors, however, support high standards of Corporate Governance and will progressively adopt best practices inline with the Combined Code on Corporate Governance, so far as is practicable.
