AIM Rule 26: Company Information

 

Description of the business

IOG is a UK based energy company that has been established to identify, acquire and commercialise proven oil and gas fields in the United Kingdom Continental Shelf and Irish Sea, complemented with select, targeted exploration.  IOG is focused on building a significant oil and gas company which will maximise shareholder returns through the enhanced development of hydrocarbon reserves and the acquisition, trading and monetisation of licence interests.

Description of main Board committees and their responsibilities

Audit Committee
The Audit Committee comprises Michael Jordan, Martin Ruscoe, David Peattie and Andrew Hay. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. In addition, it receives and reviews reports from the Company’s management and auditors. The Audit Committee meets at least twice a year and has unrestricted access to the Company’s auditors.

Remuneration Committee
The Remuneration Committee comprises Michael Jordan (Chairman), Martin Ruscoe, David Peattie and Andrew Hay. The Remuneration Committee determines the remuneration of the executive directors and grants share options and any other equity incentives pursuant to any share option scheme or LTIP in operation from time to time. The Remuneration Committee meets at least twice a year.

Nomination committee
The nomination committee comprises David Peattie (Chairman), Martin Ruscoe, Andrew Hay and Michael Jordan

Details of any restrictions on the transfer of AIM securities

Securities Information
None.

Corporate Governance
CORPORATE GOVERNANCE STATEMENT

The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Corporate Governance Code does not apply to companies quoted on AIM and there is no formal alternative for AIM companies. The Quoted Companies Alliance has published a set of corporate governance guidelines for AIM companies, which include a code of best practice for AIM companies, comprising principles intended as a minimum standard and recommendations for reporting corporate governance matters.

Set out below is a description of the Company’s corporate governance practices.

The Board

The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls.

The Board is responsible for establishing and maintaining the Group’s system of internal financial controls and importance is placed on maintaining a robust control environment. The Board has established key procedures to provide effective internal financial control including the following:

  • monthly management reporting to enable the Board to monitor the performance of the Group;
  • the adoption and review of a comprehensive annual budget for the Group. Monthly results are examined against the budget and deviations closely monitored by the Board;
  • the Board is responsible for identifying major business risks faced by the Group and for determining the appropriate courses of action to manage those risks.

The Board includes four non-executive directors. If necessary, the non-executive directors may take independent advice. The Board has delegated specific responsibilities to the committees referred to below.

Audit Committee

The Audit Committee comprises Michael Jordan, Martin Ruscoe, David Peattie and Andrew Hay. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. In addition, it receives and reviews reports from the Company’s management and auditors. The Audit Committee meets at least twice a year and has unrestricted access to the Company’s auditors.

Remuneration Committee

The Remuneration Committee comprises Michael Jordan (Chairman), Martin Ruscoe, David Peattie and Andrew Hay. The Remuneration Committee determines the remuneration of the executive directors and grants share options and any other equity incentives pursuant to any share option scheme or LTIP in operation from time to time. The Remuneration Committee meets at least twice a year.

Nomination committee

The nomination committee comprises David Peattie (Chairman), Martin Ruscoe, Andrew Hay and Michael Jordan

Health, Safety and Environmental policy

The IOG Health, Safety and Environmental (HSE) Policy has been developed for the formal IOG Environmental Management System (EMS) in accordance with the requirements of the ISO14001 Standard. The most recent version of the policy was approved by the IOG board on 27 February 2014. This policy will guide the development of the IOG EMS and its operating practices going forward.

Environmental management

As referenced above, an EMS is currently in development to manage the environmental aspects of IOG’s offshore operations. The scope of the EMS will cover offshore exploration drilling, site and environmental surveys, and office based activities carried out in support of these offshore operations. It is the goal of IOG to achieve both external certification of the EMS to ISO14001 and associated verification to OSPAR Recommendation 2003/5 by November 2015.

A key part of the function of the EMS will be to identify the significant environmental aspects of IOG’s offshore operations and related legal and other requirements. As such the initial phase of EMS development is focussing on the development of an Environmental Aspects Register and Register of Environmental Legislation. This will allow IOG to focus on managing the key environmental aspects of its operations and help maintain legal compliance throughout. This will also facilitate the setting of appropriate objectives and targets for the control of environmentally significant aspects.”

Identity and percentage holding of significant shareholders

Directors’ Shareholdings and those above 3% on 3 January 2017

NAME Holding % interest
1 HARGREAVES LANSDOWN (NOMINEES) LIMITED 31,388,013 28.73%
2 TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED 10,493,335 9.60%
3 BARCLAYSHARE NOMINEES LIMITED 7,651,100 7.00%
4 HUNTRESS (CI) NOMINEES LIMITED 7,031,312 6.43%
5 HSDL NOMINEES LIMITED 6,261,976 5.73%
6 WEALTH NOMINEES LIMITED 3,623,303 3.32%
7 REMAINDER 42,819,124 39.19%
Total 109,268,163 100.00%
Notes The holdings above include the following held by IOG Directors Holding % interest
1 Peter Young* 13,831,725 12.66%
2 Mark Routh* 4,303,010 3.94%
  Directors total shareholding 18,134,735 16.60%

* Directors

Percentage of securities not in public hands

23,728,532    21.72%

Number of securities in issue

Number of securities in issue: 109,268,163 at Admission on 3 January 2017

UK City Code on Takeovers and Mergers

The company is subject to the UK City Code on Takeovers and Mergers.