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, Chief Executive Officer, Exploration Director and three Non-executive Directors. All Directors have access to the advice of the Company Secretary and the Company's professional advisers.
FOGL's shares are traded on AIM and as such, FOGL is not subject to the requirements of the UK Corporate Governance 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 in line with the UK Corporate Governance Code, so far as is practicable.
The Remuneration Committee comprises John Martin, David Hudd and Timothy Jones, and is chaired by John Martin. 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 John Martin and is chaired by David Hudd. It is responsible for ensuring that the financial performance of the Company is properly reported on and monitored, and for reviewing the Auditors' reports relating to accounts and internal control systems.
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 the Company's 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. The Company has developed this website containing investor information to improve communications with individual investors and other interested parties.
The Directors acknowledge their responsibility for the Company'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 the Company'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.