Overview

At Ophir, we are committed to maintaining the highest standards of corporate governance and we comply with, and embrace, the principles of the UK Corporate Governance Code

UK Corporate Governance Code

The 2012 edition of the UK Corporate Governance Code (the “Code”) applies to financial years beginning on or after 30 September 2012. For the financial year ended 31 December 2013, Ophir has fully complied with all provisions of the Code. Our full Corporate Governance report, as included in our 2013 Annual Report and Accounts, describes how the Company has applied the relevant principles of the Code.

A copy of the Code can be found at http://www.frc.org.uk.

Leadership

The Board is collectively responsible to shareholders for the continuing success of the Company. To achieve this, the Board provides leadership to the business and, either directly or through the operation of its Committees and delegating authority, brings an independent judgement on all matters of strategy, performance, resources, standards of conduct and accountability. The Board has adopted a formal schedule of matters reserved for its approval and has delegated other specific responsibilities to its Committees. The matters specifically reserved for the Board can be summarised as:

• To approve the Company’s long-term objectives, commercial and scientific strategy and attitudes to risk;
• To approve the corporate operating and capital expenditure budgets;
• To approve the interim and final results, the Annual Report and Accounts, including the corporate governance statement and remuneration report, the dividend policy and any declaration of dividend;
• To approve any material acquisition, disposal, contract or expenditure;
• To approve, following recommendation from the Nomination or Remuneration Committees as appropriate, appointments to the Board, that of the Company Secretary and other key senior management, Committee membership and remuneration for Directors and senior executives;
• To review, following recommendation from the Audit Committee, the effectiveness of the Company’s internal control and risk management systems;
• To approve, following recommendation from the HSE Committee, the Company’s health, safety, environmental and other relevant policies;
• To approve the Company’s corporate governance policies and procedures and set the Company’s values and standards.

The powers, duties and authority of the Board are set out in the relevant laws of England and Wales, the regulations of the Financial Conduct Authority and the London Stock Exchange and the Company's Articles of Association (click to view the Articles).

Roles of the Chairman and Chief Executive Officer

The roles and responsibilities of the Chairman and Chief Executive Officer are clearly established, separate and have been set out in writing.

The key responsibilities of the Chairman are the effective running of the Board and for ensuring that it plays a full and constructive part in the development and determination of the Company’s strategy. Together with the Chief Executive Officer, Chief Financial Officer and the Company Secretary, the Chairman sets the agenda for Board meetings, ensuring that the decision-making process adopted by the Board allows for open and constructive debate. The Chairman works closely with the Chief Executive Officer, providing support and advice as well as ensuring that the strategies and actions agreed by the Board are effectively implemented.

The Chairman was considered to be independent in character and judgement on his appointment.

The Chief Executive Officer is responsible for managing the day-to-day business of the Company, proposing and developing strategy and overall commercial objectives in consultation with the Board and, as leader of a strong and experienced executive team, implementing the decisions of the Board and its Committees. In response to recommendations made following the 2012 Board evaluation, the Chairman and Chief Executive Officer hold weekly or bi-weekly telephone calls. In addition, with effect from the beginning of the reporting period, formal meetings have taken place between the Chairman, the Senior Independent Director and the Chief Executive Officer. These meetings focus on governance and operating activities in order to enhance the ability of the Senior Independent Director to fulfil the independence mandate of that role and aid communication where appropriate.

Further details on the role of the Board, biographies and details of the Board Committees can be found in the About Us pages of the website and in our 2013 Annual Report and Accounts.