Corporate Governance
The Company is committed to high standards of corporate governance and the Board has ensured that the Company has adopted policies and procedures that the Directors consider appropriate with regard to the Company’s size.
In order to fulfil the requirements under AIM Rule 26 the Company has adopted the recommendations of the QCA Corporate Governance Code (the “QCA Code”) for small and mid-sized companies from September 2018, to the extent that the board believes is proportional to the size, risks, complexity and operations of the business.
This statement explains the Directors’ approach to addressing the key principles of the QCA Code.
Last reviewed: 6 December 2022
Establish a strategy and business model which promote long-term value for shareholders
The Parkmead Group is a UK and Netherlands focused independent energy group listed on the AIM Market of the London Stock Exchange (AIM: PMG). The Group currently produces gas from a portfolio of four fields across the Netherlands and holds oil and gas interests spanning a number of exploration and production blocks. The Group also benefits from a portfolio of renewable energy assets including an operational wind farm and various other alternative energy opportunities.
The Company’s strategy is to build an independent energy group of considerable scale, with assets in proven and emerging areas, through innovative commercial transactions in order to maximise shareholder value. Parkmead has made substantial progress to date in line with this strategy, completing eleven acquisitions at both asset and corporate level.
The Group’s risks and risk mitigation strategy are explained in detail within the Strategic Report section in the Annual Report each financial year, available on the Parkmead website.
Seek to understand and meet shareholder needs and expectations
The Company communicates with current and potential shareholders through the Annual Report and financial statements, the Interim Statement and any regulatory news updates. Directors are available at the Annual General Meeting where shareholders can ask questions or present their views. Where voting decisions are not in line with the Company’s expectations the Board will engage with those shareholders to understand and address any issues. In accordance with the AIM rules, specifically Rule 26, the Company has disclosed fully all relevant information so as to ensure that it is fully compliant.
The Company maintains a website (www.parkmeadgroup.com) where the Annual Report and financial statements can be accessed. The following information is also located on the website:
All queries raised by shareholders are dealt with by an appropriate senior member of the management team, depending on the nature of the enquiry.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group recognises that good relations with a range of different stakeholder groups is important for long-term success. These stakeholder groups include internal stakeholders, such as employees, and external stakeholders, such as government regulators and shareholders. The company dedicates time to understanding and acting on the needs and requirements of each of these groups via meetings dedicated to obtaining feedback.
The Company has a formal Health, Safety and Environmental Policy which requires all operations within the Group to pursue economic development whilst protecting the environment. The Directors aim not to damage the environment of the areas in which the Group operates, to meet all relevant regulatory and legislative requirements and to apply responsible standards of its own where relevant laws and regulations do not exist.
It is the policy of the Group to consider the health and welfare of employees by maintaining a safe place and system of work as required by legislation in each of the countries where the Group operates.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Group’s risks and risk mitigation strategy are explained in detail within the Strategic Report section in the Annual Report each financial year, available on the Parkmead website.
The Board considers risks relating to the business at every Board meeting (at least four meetings a year). The Company formally reviews and documents the principal risks relating to the business at least annually.
The Board are responsible for reviewing and evaluating risk and the Executive Directors meet regularly to review ongoing trading performance, discuss budgets and forecasts and risks relating to the business. The Board’s risk management policy and internal controls are considered appropriate for a Company of its size and business activities.
Maintain the board as a well-functioning, balanced team led by the chair
The Board, which is set up to control the Company and Group, meets formally at least four times a year and in the last financial year met on eight occasions.
The board currently comprises two Executive and two Non-Executive Directors. The board considers its composition appropriate given the size of the company, its revenues and profitability. The Non-Executive Directors are considered by the Board to be independent in character and judgement, notwithstanding the fact that they may have shares in the Company, taking into account their detailed experience and long-standing knowledge of the energy sector and personal contribution through the exercise of their skills and experience.
Board members receive the latest financial and management information which consists of:
The Board reserves to itself a range of key decisions to ensure it retains proper direction and control of the Group, whilst delegating authority to individual Directors who are responsible for the day-to-day management of the business.
All Directors have access to the advice and services of the Company Secretary and can also seek independent professional advice, if necessary, at the Company’s expense.
All appointments to the Board are discussed at a full Board meeting and each member is given the opportunity to meet the individual concerned prior to an appointment being made.
All Directors are subject to re-appointment every three years in accordance with the Company’s Articles of Association. Any Director appointed by the Board during the year must stand for re-appointment at the next AGM.
The combined role of Chairman & Chief Executive results in significant focus and cost savings and is considered acceptable whilst there are an appropriate number of Non-Executive Directors on the Board. Furthermore, much of the day-to-day running of the Company’s operations is delegated to Parkmead’s Chief Financial Officer and Senior Operations Team. Although the QCA Code states that the “chair must have adequate separation from the day-to-day business to be able to make independent decisions”, this reflects both the entrepreneurial nature of the Company and will be kept under review as the Company develops.
The board has two committees; the Audit Committee and the Remuneration Committee. Further details on these committees are provided in the following principle “Maintain governance structures and processes that are fit for purpose and support good decision-making by the board”, and also in the Company’s annual reports.
Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
Biographical details of all the current Directors can be found in the Annual Report and on the Company website. These demonstrate a range of experience and sufficient calibre to bring independent judgement on the issues of strategy, performance, resources and standards of conduct, which are vital to the continuing success of the Group.
All Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. In addition, the Company Secretary will ensure that the Directors receive appropriate training as necessary. The appointment and removal of the Company Secretary is a matter for the Board as a whole.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
In an effort to strive for continual improvement in the effectiveness of the Board, its committees, and the individual Board members, the Company operates an evaluation process.
All Directors are subject to re-appointment every three years in accordance with the Company’s Articles of Association. Any Director appointed by the Board during the year must stand for re-appointment at the next AGM.
Promote a corporate culture that is based on ethical values and behaviours
The board believes that a corporate culture based on sound values and behaviours is helpful to maximise shareholder value. The company maintains and reviews guidance on what is expected of every employee of the company.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board currently comprises two Executive and two Non-Executive Directors. The Board considers its composition appropriate given the size of the Company, its revenues and profitability.
The key Board roles are the Executive Chairman and the Non-Executive Directors.
Executive Chairman: Responsible for the delivery of the business model within the strategy set by the Board. Works with the other Executive Directors and two Non-Executive Directors in a transparent way. Keeps the Board up-to-date with operational performance, risks and other issues to ensure that the Company remains aligned with the Group’s strategy.
Non-Executive Directors: The primary responsibility of the Non-Executive Directors is to ensure that the strategies proposed by the Executive Directors are fully considered. The Non-Executive Directors are also responsible for making sure that the board agenda concentrates on the key issues, both operational and financial, with regular reviews of the company’s strategy and its overall implementation.
The board has two committees; the Audit Committee and the Remuneration Committee.
The duties of the Audit Committee include:
The Remuneration Committee is responsible for reviewing the level and make-up of the remuneration of Executive Directors. In doing so the Committee’s aims are:
The Board reserves to itself a range of key decisions to ensure it retains proper direction and control of the Group, whilst delegating authority to individual Directors who are responsible for the day-to-day management of the business.
Communicate how the company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders
The Company communicates with current and potential shareholders through the Annual Report and financial statements, the Interim Statement and trading updates. Directors are available at the Annual General Meeting where shareholders can ask questions or present their views. The outcome of resolutions put to the AGM are published and available on the company’s website.
Details of the Audit Committee and the Remuneration Committee are outlined above.
The Parkmead Group Plc.
Tel. 01224 622 200