



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 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. In 1981, Stephen founded Reliant
Drilling Company as CEO . Stephen is a Member of SPE (Society
of Petroleum Engineers) and is a Registered Professional
Engineer in Texas.
Stephen Newton holds a Mining/Petroleum Engineering degree
from the University of Queensland, Brisbane, a Master of Science
Petroleum Engineering degree from Imperial College London and
an Executive MB A from UCLA. He was an employee of
Occidental Petroleum Corporation for 24 years, including
President of Occidental Colombia from 1992 to 1997 and Vice
President Occidental, Worldwide Engineering and Technical
Services from 1997-1999. From 1999 to 2001, he was President
of Alberta Energy Company’s, now EnCana Corporation,
operations in Ecuador and Colombia. From 2003 to early 2007,
Stephen was President and Chief Executive Officer of Solana
Resources Limited. He is a Member of SPE .
Alan Henderson is chairman of Forum Energy PL C, Aberdeen
New Dawn Investment Trust PL C 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 PL C 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.
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 Panel; director of Thales S.A. (France); chairman of
Metalysis Ltd; chairman of Radiation Watch Ltd 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 three
Executive Directors. The Executive Directors are Mikel Faulkner,
who serves as the Executive Chairman of the Company, Stephen
Voss, who serves as the Company’s Vice Chairman and Stephen
Newton, who serves as the Company’s Managing Director. There
is a clear division of responsibility between the Executive
Chairman, Vice Chairman and the Managing Director, with the
Executive Chairman being charged with the running of the Board,
and the Managing Director 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. 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 provide 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 Lord Freeman,
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 David Quint.