Mikel Faulkner holds a Bachelors degree in Mathematics and

Physics and a Masters degree in Business Administration. His

employment experience includes service as an officer in the

United States Naval Nuclear Power Program, a member of the

audit staff at Arthur Andersen & Co., a financial officer for

American Quasar Petroleum, and at HKN, Inc. (formerly Harken

Energy Corporation), where he served as chairman from 1991 to

2003 and has been the chief executive officer since 1982.

Stephen Voss received a Masters degree in Business

Administration from Harvard University in June 1976 and a

Bachelors of Science degree in Petroleum Engineering from

Texas A&M in May 1971. From 1972 to 1974, he was employed

by Chevron Oil Company and Burmah Oil and Gas Company in

Lafayette, Louisiana as a drilling engineer. From 1976 to 1981, he

worked for Goldrus Drilling Company as executive vice president

and chief operating officer and, from 1981 to 1990, was chief executive

officer of Reliant Drilling Company. Stephen is a Member of SPE (Society

of Petroleum Engineers) and is a Registered Professional

Engineer in Texas.

Alan Henderson is chairman of Forum Energy PLC, Aberdeen

New Dawn Investment Trust PLC and Deputy Chairman of the

charity RAFT. He is also non-executive director of Public Service

Properties Investments Limited. He was previously Chairman of

Aberdeen New Thai Investment Trust PLC and Ranger Oil (UK )

Ltd and a director of ADT Ltd and Ranger Oil Ltd.

David Quint is a graduate of the University of Notre Dame from

which he received a Bachelors degree in Modern Languages in

1972 and a Juris Doctorate in 1975. From 1975 until 1982, he was

an attorney with Arter & Hadden in Cleveland, Ohio and Washington

D.C. From 1983 until 1992, he served as the managing director of

the London-based international financing arm of a US oil and gas

company. In 1992, David founded RP&C International, Inc., an

investment-banking firm with offices in London and New York. He

currently serves as the chief executive officer of RP&C International,

Inc. and of RP&C International Limited.  He also serves as an executive

director of USI Group Holdings AG, a property company listed on the

SIX Swiss Stock Exchange in Zurich.

Lord Freeman is a member of the House of Lords and also serves

as chairman of Thales Holdings UK plc. He is a consultant to

PricewaterhouseCoopers (London) and chairman of their UK

Advisory Board; director of Thales S.A. (France); and chairman

of Cambridge Enterprise Ltd (the University technology transfer

office). Lord Freeman is a graduate of Balliol College, Oxford. He

was formerly a partner and managing director of Lehman Brothers

(New York and London), specialising in cross-border mergers and

acquisitions, and then a partner of PricewaterhouseCoopers (UK).

Lord Freeman was MP for Kettering from 1983 to 1997, and held

a number of ministerial positions during this time, including the

parliamentary secretary for the departments of health and armed

forces and minister of state for public transport and defence

procurement. He also served as a member of the cabinet as

Chancellor of the Duchy of Lancaster.

The Board

The Board comprises three Non-executive Directors and two

Executive Directors. The Executive Directors are Mikel Faulkner,

who serves as the Executive Chairman of the Company, and Stephen

Voss, who serves as the Company’s Vice Chairman. There

is a clear division of responsibility between the Executive

Chairman and Vice Chairman, with the Executive Chairman

being charged with the running of the Board,

and the Vice Chairman with the running of the Company’s

business, thus ensuring a balance of power and authority. The

three Non-executive Directors are Alan Henderson, David Quint

and Lord Freeman. The Company considers that each of the

Non-executive Directors is an independent Director in that: i)

none are executive officers or employees of the Company; and

ii) none have a relationship with the Company that will interfere

with the exercise of independent judgement in carrying out the

responsibilities of such Directors. Although share option awards have

been made to the Non-executive Directors these are not considered to

impact their independence.  The combined Board provides the Company

with a wide range of expertise on issues relating to

the Company’s mission, operations, strategies and, most

importantly, its standards or conduct.

The Board is responsible to the shareholders for the leadership

and control of the Company. The Board meets formally four

times a year and on an ad hoc basis as required. In

compliance with the Combined Code, the Board considers and

monitors all such matters as are specifically reserved to it under

the Company’s articles of association (“Articles”). The Company’s

management provides appropriate and timely information to the

Board to enable the Board to carry out its duties. The Company’s

Articles provide for formal and transparent procedures to appoint

new Board members. The Articles further provide for re-election

of all Directors each year. The Board has considered the

formation of a Nomination Committee but does not consider it to

be appropriate for the recurrent nature and size of the Board and

Company. The Board will continue to monitor this issue.

The following committees deal with specific aspects of the

Group’s affairs:

Audit Committee

The Audit Committee, which is chaired by David Quint,

comprises only the Non-executive Directors and meets as

required and at least twice a year. The Audit committee provides

a forum for reporting by the Group’s external auditors.

The responsibilities of the Audit Committee comprise

recommending to the Board the appointment and remuneration

of the auditors, co-coordinating with the auditors on any

problems or reservations they may have and reviewing with them

the management reports prepared as a result of audits carried

out, review of the Company’s policy on internal controls and

review of interim and annual financial statements before

submission to the Board.

Remuneration Committee

The Remuneration Committee is responsible for recommending

to the Board the remuneration of the Executive Directors and the

ongoing review of the remuneration and other benefits of the

Executive Directors and senior executives, recommending from

time to time the introduction, variation or discontinuance of any

benefits, including bonuses and share options. The Remuneration

Committees comprises only Non-executive Directors and is

chaired by Alan Henderson.