The Board is responsible to the shareholders for the proper management of the group.
The Core activities of the Board are to:
- Establish the Company’s overall strategy and its monitor its execution
- Review Trading performance
- Identify and monitor opportunities and risks
- Approve major capital expenditure projects and financing arrangements
- Ensure appropriate risk management and internal control systems are in place
The Board delegates authority to the management for the day-to-day business under a set of delegated authorities.
The Board meets regularly in scheduled meetings with additional calls and meetings scheduled as required for specific matters which need attention outside of these meetings.
The directors are subject to election by shareholders at the first AGM after their appointment to the Board and to re-election by shareholders at least once every three years. In addition, any non-executive director who has served on the Board in that capacity for more than nine years will be subject to annual re-election.
The Nomination Committee comprises John Bentley (Chairman of the Committee), Tim Read, Jorunn Saetre, Roger Witts and Graham Stewart. The Nominations Committee, which has Terms of Reference agreed by the Board, will meet as and when required to:
- consider, at the request of the Board, the making of any appointment or reappointment, to the Board; and
- provide advice and recommendations to the Board on any such appointment or re-appointment
The Company’s policy is to attract and develop a highly qualified and diverse workforce; to ensure that all selection decisions are based on merit and that all recruitment activities are fair and non-discriminatory. We continue to focus on encouraging diversity of business skills and experience, recognising that directors and managers with diverse skills sets, capabilities and experience gained from different backgrounds enhance the Company.
The Remuneration Committee is comprised of Tim Read (Chairman of the Committee), John Bentley, Jorunn Saetre and Roger Witts. The Committee is responsible for recommending to the Board the remuneration policy for Executive Directors and the senior management and for setting the remuneration packages for each Executive Director. The Committee also has oversight of the remuneration policy and packages for other senior members of staff. The written Terms of Reference of the Committee are available from the Company on request. The role of the Committee includes:
- determining and agreeing with the Board the remuneration policy for all the Executive Directors;
- ensuring that remuneration packages are competitive and determining individual remuneration packages for each Director;
- determining whether the Directors should be eligible for annual bonuses and benefits under long-term incentive schemes;
- considering any new long-term incentive schemes and associated performance criteria;
- determining payouts or grants under all incentive schemes;
- considering the pension contributions to the Directors and associated costs to the Company of basic salary increases and other changes in remuneration, especially for Directors close to retirement;
- determining what compensation commitments exist under the Directors’ service contracts; and
- determining notice or contract periods under the Directors’ service contracts.
The Audit Committee comprises Roger Witts (Chairman of the Committee), Tim Read, Jorunn Saetre and John Bentley. The Audit Committee acknowledges and embraces its role of protecting the interests of shareholders as regards the integrity of published financial information by the Company and the effectiveness of the audit.
The Audit Committee is governed by Terms of Reference, which are agreed by the Board and subject to annual review, and include the following responsibilities:
- consideration of the appointment, re-appointment or removal of the external auditor;
- primary responsibility for the negotiation of the audit fee;
- agreeing the nature and scope of the Company’s annual audit;
- monitoring the integrity of the financial statements and considering and reporting on any significant issues in relation to the financial statements;
- reviewing the cost effectiveness of the audit and the independence and objectivity of the external auditor;
- reviewing the half-year and annual financial statements, and any audited accounts, before submission to the Board;
- to confirm to the board of directors their opinion that the report and accounts are fair, balanced and understandable and contain sufficient information on the company’s performance, business model and strategy;
- discussing with the Company’s auditors problems and reservations arising from the interim and final audits;
- reviewing the external auditor’s management letter and management’s response;
- reviewing, on behalf of the Board, the Company’s system of internal control and making recommendations to the Board;
- reviewing the requirement for an internal audit; and
- reviewing the Company’s whistle-blowing procedures.
Business Ethics Policy
Faroe Petroleum is an equal opportunities employer and will recruit, employ and develop employees in line with best practice and based on the qualifications, experience and skills required for the work. Employees are required to exhibit the highest standards of personal and professional conduct and are required to make proper use of company assets. Employees are expected to avoid personal and financial activities, which could result in a conflict of interest between personal and company business. Bribery, fraud or theft of any sort is unacceptable.
Faroe Petroleum will communicate and cooperate with government and regulatory bodies in meeting the requirements of existing legislation. The Company will promote and defend its legitimate business interests, either directly, or through organisations such as trade associations and will work constructively with government and regulatory bodies to ensure that new legislation which may affect these interests, balances the needs of investors and other stakeholders.
Faroe Petroleum conducts its business as a responsible corporate citizen. The Company is committed to providing safe and healthy working conditions for its personnel and minimising, where reasonably practicable, any negative effects that its operations might have on the environment. The Company recognises and respects the culture, values and traditions of the communities, within which it operates and will:
- consult with the relevant communities to achieve mutually acceptable outcomes; and
- seek to create lasting relationships built on mutual respect and trust.
The Company does not support political parties nor contributes to the funds of groups whose activities are calculated to promote partisan party interests.
Within the constraints of the law, contractual obligations and protection of proprietary information, Faroe Petroleum will be open and honest with its stakeholders and maintain a sound system of internal control to safeguard shareholders’ investment, the Company’s assets and the Company’s reputation. The accounting records, supporting documents and public reports will accurately describe and reflect the nature of the underlying transactions.
This policy will be communicated to all employees and compliance with its requirements is a condition of employment with Faroe Petroleum.