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Governance

The Company is committed to maintaining high standards of corporate governance to ensure that it is managed with openness, honesty and transparency.

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.

 

Nomination Committee

The Nomination Committee comprises John Bentley (Chairman of the Committee), Tim Read, Brent Cheshire, 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.

Remuneration Committee

The Remuneration Committee is comprised of Tim Read (Chairman of the Committee), John Bentley, Brent Cheshire, 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.

Audit Committee

The Audit Committee comprises Roger Witts (Chairman of the Committee), Tim Read, Brent Cheshire, 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.

Modern Slavery Act Statement

This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 (the “Act”) and constitutes the slavery and human trafficking statement (“Modern Slavery Statement”) of Faroe Petroleum plc and its subsidiaries (the “Faroe Group” or “Faroe Petroleum”), as approved by the board of Faroe Petroleum plc for the financial year ending 31 December 2017.

The board and management of Faroe Petroleum has a zero tolerance approach to modem slavery and are committed to ensuring that there is no modem slavery or human trafficking in any part of our business, including our supply chain.

Faroe Petroleum is an oil and gas exploration and production company headquartered in the UK with group operations (including joint ventures) in the UK, Norway and Ireland.

Faroe Petroleum has the following measures in place to reduce the risk of modern slavery affecting its business and supply chain:

Policies and Procedures
Faroe Petroleum has a Business Ethics Policy which focusses on maintaining positive relationships with all counterparties, including business partners, suppliers and the wider communities in which we work.

The policy promotes working within the laws and regulations of the countries in which we operate (including, by implication, those relating to forced/involuntary labour and human trafficking), promoting high ethical standards and a culture whereby people are empowered to report issues of concern. Business integrity is a key standard for selection of partners, contractors and other organisations with which the Faroe Group works. This policy is communicated to all employees and compliance with its requirements is a condition of employment with Faroe Petroleum.

The Faroe Group is committed to providing safe and healthy working conditions for its personnel. Faroe Petroleum’s template contractual terms require the highest standards of business ethics, compliance with applicable laws and commitment to health, safety and the protection of the environment. Faroe conducts its business as a responsible corporate citizen.

Supply chain
Our suppliers are local, national and international. We look to procure products and services from high quality and high integrity suppliers. We achieve this through a robust selection process and ongoing management of suppliers who fully comply with our safety, environment, technical standard and ethical standards.

Contractual terms
Faroe Petroleum’s template contractual terms for suppliers require the highest standards of business ethics, compliance with all applicable laws and commitment to health, safety and the protection of the environment and personnel.

Reporting concerns
By encouraging a culture of openness within our organisation Faroe Petroleum aims to prevent malpractice. We encourage all employees to raise issues which concern them at work through the Whistleblower Policy details of which are available on the Faroe Petroleum intranet.

Risk Assessment

Faroe Petroleum has undertaken an internal risk assessment to identify and assess potential risks in our supply chain relating to modern slavery and human trafficking. The Faroe Group does not operate in jurisdictions or in a sector which has particular risks associated with slavery and human trafficking but, to the extent risks have been identified, appropriate steps have been taken to mitigate and monitor such risks as outlined above.

Faroe Petroleum is committed to ensuring that there is no modem slavery or human trafficking in our supply chain or in any part of our business, and that the same high standards are applied by our business partners. The Faroe Group has a robust set of guidelines and policies in place that inform our work, and ensure that we are considering the impact of our corporate behaviour as appropriate.

At the time of writing, Faroe Petroleum is not aware of any current or recent incidents, nor accusations of forced/involuntary labour or human trafficking in our operations or those of our business partners.

This statement was reviewed and approved by the board of Faroe Petroleum plc.