Corporate Governance

 

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 Code (‘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 the Non-Executive Chairman (‘Chairman’), two Executive Directors, six Independent Non-Executive Directors (‘INED’s’) and two Non-Executive Directors (‘NED’s’). Malcolm Webb holds the position of Senior Independent Director.

Alongside the Chairman and Executive Directors, The INED’s and NED’s have the range of experience and calibre to bring 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, risk and other reports are considered and, where appropriate, voted on. The Board is responsible for the Group’s strategy, performance, risk, key financial and compliance issues, approval of any major capital expenditure and the framework of internal controls. The Board Committees provide regular updates at each Board meeting. 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 Team. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determination of the Group’s strategy and overall commercial objectives. In the event of an equality of votes at a meeting of the Board, the Chairman has a second or casting vote.

Board Member Year appointed
Non-Executive Chairman  
David Latin 2023
Executive Directors  
Mitch Flegg   2017
Martin Copeland 2024
Independent Non-Executive Directors  
Malcolm Webb 2018
Kate Coppinger 2020
Jérôme Schmitt 2022
Michiel Soeting 2023
Sian Lloyd Rees  2023
Kaat Van Hecke 2023
Non-Executive Directors  
Rob Lawson 2023
Guillaume Vermersch 2023
Website last updated 16 April 2024 in accordance with AIM Rule 26.

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

AIM Rule 26

QCA Code

The Company adheres to the Quoted Companies Alliance 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 the Non-Executive Chairman (‘Chairman’), two Executive Directors, six Independent Non-Executive Directors (‘INED’s’) and two Non-Executive Directors (‘NED’s’). Malcolm Webb holds the position of Senior Independent Director.

Alongside the Chairman, Executive Directors together with INED’s and NED’s bring a range of experience and calibre to bring  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, risk and other reports are considered and, where appropriate, voted on. The Board is responsible for the Group’s strategy, performance, risk, 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 Team. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determination of the Group’s strategy and overall commercial objectives. In the event of an equality of votes at a meeting of the Board, the Chairman has a second or casting vote.

Details of the ten principles of the QCA Code, the Chair'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 country of operations is the United Kingdom.
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 Advisors and Joint-Brokers

Peel Hunt LLP
7th Floor
100 Liverpool St
London
EC2M 2AT

Jefferies Hoare Govett
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ

Company Secretary

AMBA Secretaries Ltd
info@ambacosec.com

Auditors

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

Bankers

Barclays, Lloyds

Public Relations

Vigo Communications
Sackville House
Picadilly
London W1J 0DR

UK Legal Advisors

Ashurst LLP
Fruit & Wool Exchange
1 Duval Square
London
E1 6PW

Canadian Legal Advisors

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

UK Registrars

Link Group
10th Floor
Central Square
29 Wellington Street

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