The Board’s overriding objective is to ensure that the Group delivers long-term value for its shareholders.
Corporate Governance Code
As Volga Gas plc is listed on AIM. Having regard to the size of the Company and the resources available to it, the Company has elected to adopt the Quoted Companies Alliance Corporate Governance Code for Small and Mid-sized Quoted Companies. Full details of this Code can be found here.
Details are provided below of how the Company applies the elements of the Code that are deemed appropriate.
Role of the Board
The Board’s role is to provide strategic leadership to the Group within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board sets the Group’s strategic aims and ensures that the necessary financial and human resources are in place for the Group to meet its objectives, and reviews management’s performance in meeting these objectives. The Board sets and monitors the Group’s values and standards and ensures that the Group’s obligations to shareholders and other stakeholders are understood and met. The board intends to monitor the growth of the Group and will alter and amend corporate governance practices as necessary and in-line with the growth of the business
The Board has a formal schedule of matters reserved for its approval, including:
- Strategic and policy considerations
- Annual budget, including capital expenditure
- Interim and final financial statements
- Management structure and appointments
- Mergers, acquisitions, disposals
- Capital raising
- Significant changes in accounting policies
- Appointment or removal of Directors or the Company Secretary
The Board currently comprises two executive directors and five non-executive directors, of whom three are deemed to be independent and two non-independent. Click here for details of the Board of Directors.
There is a clear division of responsibilities between the executive and non-executive directors. The non-executive directors are committed to allocate sufficient time to fulfil their responsibilities expected to be on average ten days per annum.
The Company meets the requirements to have at least two independent non-executives on the Board. Given the size of the Company and the small number of its members, the Board has decided not to nominate one of its number as Senior Independent Director.
- Audit Committee
- Remuneration Committee
- Nomination Committee
Board performance evaluation
Evaluation of the performance of Directors, the Board and its committees is undertaken as follows:
- The Executive Directors are evaluated by the Non-Executive Directors in informal session
- The Chairman is evaluated by the other Non-Executive Directors taking into account the views of the Executive Directors
- The Committees are evaluated by the Non-Executive Directors along with the Chief Executive
- The Board as a whole evaluates its own performance by consolidating and discussing the reviews set out above.
The Directors acknowledge their responsibility for the system of internal controls for the Group and for reviewing its effectiveness.
Any system of internal control can only provide reasonable, and not absolute, assurance that material financial or other irregularities will be detected or that the risk of failure to achieve business objectives is eliminated.
The Group’s risk and controls framework covers all material risks and controls including those of an operational, financial, and compliance nature. Internal control procedures consist, inter alia, of formal delegations of expenditure authority by the Board to executive management, and controls relating to key stages of transactions including supplier approval, contract signature, and payment release.
Board meetings are scheduled to occur at least four times every year, with additional meetings scheduled as required for the Company’s business. The Directors consider that the frequency of Board meetings and level of detail presented to the Board for its consideration in relation to the operations of the Group provide an appropriate process to identify, evaluate and manage significant risks relevant to its operations on a continuous basis, and this process is considered to be in accordance with the revised guidance on internal control published in October 2005 (‘Turnbull Guidance’).
The Company places considerable importance on communication with shareholders and engages them on a wide range of issues.
The Group has an ongoing programme of dialogue and meetings between the executive directors and institutional investors, fund managers and analysts. At these meetings a wide range of relevant issues including strategy, performance, management and governance are discussed within the constraints of the information already made public.
The Company is equally interested in the views and concerns of private shareholders and to this end ensures that the executive directors present the Company at forums where private investors are present.
The Company places considerable importance on business ethics and the interests of its employees and of the communities in which it operates. Details of the policies can be found on the pages of the Company’s website relating to Health, Safety and Environment and Corporate Social Responsibility.
Anti-bribery policy. The Company has a policy of zero tolerance for bribery and corruption throughout the Group and has in place an Anti Bribery Policy and procedures. Training is regularly given to staff members on the Group's policies and procedures.
Market Abuse Rules. The Board has adopted a revised Share Dealing Code compliant with the new Market Abuse Rules and has compiled the applicable registers of insiders, Directors/PDMRs and PCAs as required by the MAR.