Corporate Governance

The Board is committed to maintaining high standards of corporate governance and fully recognises the benefits it brings to making the best decisions for the Company’s future.

As stated in the 2014 Annual Report and Accounts, Ophir considers it has fully complied with all the provisions set out in the UK Corporate Governance Code 2012. The UK Corporate Governance Code 2014 applies to all premium listed companies with accounting periods beginning on or after 1 October 2014 and will, therefore, apply to the Company for the 2015 financial year. The Board expects the Company to comply with all provisions of the 2014 Code during the 2015 financial year and will report on its compliance in the 2015 Annual Report and Accounts.

A copy of both Corporate Governance Codes can be found at https://www.frc.org.uk/.

The Board operates its powers, duties and authority in compliance with 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).

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, risk management, resources, standards of conduct and accountability. The Board also leads in setting the values and the culture of the Company.

The Board has adopted a formal schedule of matters reserved for its approval and has delegated other specific responsibilities to its Committees.

The Terms of Reference for the Audit, Remuneration, Corporate Responsibility and Nomination Committees are available on the Company’s website at www.ophir-energy.com/about-us/board-committees.

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 Chairman is responsible for the leadership and effective running of the Board as well as 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 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. Underpinning this, the Chief Executive Officer is supported by the Executive Committee consisting of the Chief Operating Officer and the Director of Finance, in addition to other members of the senior management team.

Further details on the role of the Board, biographies and details of Board Committees can be found in the About us pages of the website and in our 2014 Annual Report and Accounts.