Corporate Governance
Zenith Energy is committed to the highest standards of corporate governance and will take all necessary steps towards complying with recognised corporate governance guidelines as far as they are applicable to the Company’s size and stage of development.
The Board
The Board of Directors is responsible for carrying out the Company’s objectives, setting its business strategy and conducting its overall supervision. Acquisitions, divestment and other strategic decisions are all considered and determined by the Board.
The Board has established the corporate governance framework and has overall responsibility for determining Zenith’s development objectives, defining its strategy, and managing the financial and operational resources of the Company. No Shareholder approval will be sought by the Company in relation to transactions unless they constitute a reverse takeover under the Listing Rules or is otherwise required under applicable laws or regulations.
Committees
To ensure effective corporate governance the Company has established an Audit Committee, a Remuneration Committee, a Corporate Governance Committee and a Nomination Committee with formally delegated duties and responsibilities.
The Audit Committee comprises José Ramón López-Portillo and Dario Sodero. The Audit Committee is chaired by Dario Sodero and meets at least four times a year and at such other times as required. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing the effectiveness of the Company’s internal control review function and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee has unrestricted access to the Company’s external auditors. The ultimate responsibility for reviewing and approving the annual reports and accounts and the interim reports remains with the Board. The Audit Committee gives due consideration to laws and regulations and the requirements of the Listing Rules. The Company has an Audit Committee Charter.
The Remuneration Committee comprises José Ramón López-Portillo, Dario Sodero and Sergey Borovskiy and is chaired by José Ramón López-Portillo. It is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors and other senior executives. The Remuneration Committee also has responsibility for (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s Shareholders the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the Chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.
The Nomination Committee will determine the composition of the Company’s Board of Directors and appointment of senior management positions. It will develop succession plans as necessary and report to the executive directors of the Company. The Nomination Committee is comprised by Andrea Cattaneo, José Ramón López-Portillo and Luca Benedetto. The Committee is chaired by Luca Benedetto.
The Corporate Governance Committee comprises Sergey Borovskiy, Dario E.Sodero and José Ramón López-Portillo. The Committee is chaired by Sergey Borovskiy and meets not less than once a year. The Corporate Governance Committee ensures that the Company has in place sufficient procedures, resources and controls to enable it to comply with its continuing obligations as a company admitted to the Official List. The Corporate Governance Committee also monitors the Company’s procedures to approve (a) announcements to ensure that the information disclosed by the Company is timely, accurate, comprehensive and relevant to the business of the Company and (b) any share dealings by directors or employees or announcements made by the Company to ensure compliance with the Company’s policies, the Disclosure Guidance and Transparency Rules and the Listing Rules and such other regulations to which the Company is subject from time to time.
The composition of these committees may change with time and if there are changes in the composition of Zenith’s Board of Directors.
Company Policies
The Company has adopted a Code of Business Conduct and Ethics. The Company’s Corporate Governance Committee (the “CG Committee”) is responsible for setting the standards of business conduct contained in the Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates.
Anti-bribery and corruption policy
The Company has adopted an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.
Media policy
The Company has adopted a media policy to ensure that the information disclosed by the Company is timely, accurate, comprehensive and relevant to the business of the Company. Adherence to this policy is intended to provide an effective and efficient framework to facilitate the timely dissemination of information. The media policy applies to all employees of the Company and its subsidiaries and divisions, as well as the members of its Board of Directors.
Andrea Cattaneo is designated as the Company’s principal media contact and Company spokesperson. Depending on the situation, an individual external to the Group (e.g. an external technical consultant) may be asked to be a spokesperson on a particular issue due to their knowledge, experience and technical expertise.
Public Disclosure of Information
Securities laws require the disclosure of certain information in various reports that the Company must file with or submit in compliance with the applicable regulations.
The Company will make regulatory news announcements regarding, inter alia, the progress of its operations and any other developments which require disclosure under applicable securities laws and regulations. Zenith is committed to provide full, fair, accurate, timely and understandable disclosure in reports filed with the securities regulators and other public communications.
