Equus Petroleum Plc Corporate Governance

The Company is not required to comply with the principles of good corporate governance and the recommendations of best practice as set out in the principles of the revised UK Corporate Governance Code (the “Code”) published in May 2010 by the Financial Reporting Council and revised in September 2012. The Board, however, recognises the importance of sound corporate governance and intends that the Company will seek to comply with the provisions of the Code to the extent appropriate given the Company’s size and stage of development.

Equus Petroleum Plc attaches high priority to good practice in corporate governance, the system by which the Company and its subsidiaries are directed, managed and controlled in the interests of all its stakeholders.

Role of the Board

The Company has a diverse Board which currently has six members, comprising four executive directors and two non-executive directors. The structure of the Board ensures that no single individual dominates the decision-making process. The Board meets at least four times per year and otherwise as required.
The Board possess significant and relevant experience and expertise in the hydrocarbon exploration and production, financial and operational angles of the business, industry specific perspectives, and corporate development skills. Four Company directors are based in Kazakhstan and bring a wealth of invaluable experience into the Kazakhstan business environment.
The Board of Directors leads and steers the Company in making key decisions about strategy, financial planning, investments and development of its principal oil & gas assets so as enabling the Company to achieve success in its business and in delivering value to all stakeholders.
The Board has established an Audit Committee and a Remuneration and Nomination Committee with formally delegated duties and responsibilities and each with written terms of reference.

Audit Committee

The Audit Committee comprise Mr. Benjamin Fraser, who chairs it, and Mr. Ulrich Spoerri. The Audit Committee meets at least four times a year and otherwise as required.
It has responsibility for ensuring that the financial performance of the Company is fairly reported on and reviewed, and its duties include: (i) monitoring the integrity of the financial statements of the Company, including its annual and interim reports, interim management statements, and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain, (ii) reviewing internal control and risk management systems and frameworks, (iii) reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors; (iv) reviewing and advising the Board on the Company’s liquidity projections, annual budgets and long-term cashflow projections; and (v) review whistle‐blowing arrangements and the Company’s procedures to prevent bribery and corruption. The Audit Committee also performs annual reviews of the Group reserves and co-opt such senior competent technical staff as may be required. .

Remuneration and Nomination Committee

The Remuneration and Nomination Committee comprises Mr. Murat Imankulov, who chairs it, and Mr. Nurlan Zhumanov. The Committee meets at least twice a year and at such other times as required.
The Remuneration and Nomination Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the executive and non-executive directors, and other senior executives.
The Remuneration and Nomination Committee also (i) regularly reviews the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, (ii) gives full consideration to succession planning for directors and other senior executives, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future; and (iii) assumes ultimate responsibility for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise.

Anti-bribery and corruption policy

The Company has adopted an anti-bribery and corruption policy as well as designed and implemented appropriate procedures to ensure that the Board, employees, consultants, key suppliers and contractors comply with the UK Bribery Act 2010. The Company has adopted a clear position on bribery and corruption: Equus Petroleum employees do not either directly or indirectly offer or accept bribes or other improper facilitation payments or incentive gifts for any reason.
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