



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 has held various positions with
Global Energy Development PLC and/or its predecessor companies since
1990, and currently serves as vice chairman and operations director.
Stephen is a Member of SPE (Society of Petroleum Engineers) and is a Registered Professional Engineer in Texas.
Alan Henderson is chairman of Aberdeen New Dawn Investment Trust PLC
and non-executive director of Public Service Properties Investments Limited.
He was previously chairman of Forum Energy PLC, 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.
The Board
The Board comprises two 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
two Non-executive Directors are Alan Henderson and David Quint.
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.