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Corporate Governance & CSR
Corporate Governance Statement

Statement by the Directors on compliance with the Combined Code

The Board of Directors of the Company ("Board") acknowledges that adhering to rules of good corporate governance is in the best interests of the Company and its
shareholders. Although the Company is not required to comply
with the Combined Code on Corporate Governance published by the Financial Reporting Council in June 2008 ("Combined Code"), all the Directors remain committed to high standards of corporate governance and consider that the Board has consistently sought to comply with the main provisions of the Combined Code. The following sections describe how the Board has applied a number of the Main Principles set out in Section 1 of the Combined Code.

The Workings of the Board and its Committees
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
operations, 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. 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. A table of
attendance by Directors at meetings is set out on page 10 of the 2009 Annual Report and Accounts. 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 annually. 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.

Relations with shareholders
Communication with shareholders is conducted through
correspondence, meetings, stock exchange releases and the
Company’s website, www.globalenergyplc.com. Any feedback
from shareholders is reported to the Board.

Internal controls
The Board acknowledges that it is responsible for establishing
and maintaining the Group’s system of internal control, the
effectiveness of which is reviewed on a regular basis. The internal
control system is an ongoing process for identifying, evaluating
and managing the significant risks faced by the Company and is
designed to meet particular needs of the Group and the risks to
which it is exposed, and by its nature can provide reasonably but
not absolute assurance against material misstatement or loss. In
view of the size of the Company, the Board does not consider
that an internal audit function is required at present; however, the
Board intends to keep this under review. The key procedures,
which the Directors have established with a view to providing
effective internal control, are as follows:

Management structure
The Board has overall responsibility for the Group and there is a
formal schedule of matters specifically reserved for decision by
the Board. Each executive has been given responsibility for
specific aspects of the Group’s affairs.


Corporate accounting and procedures manual
Responsibility levels are communicated throughout the Group as
part of the corporate accounting and procedures manual which
sets out, inter-alia, the general ethos of the Group, delegation of
authority and authorisation levels, segregation of duties and
control procedures together with accounting policies and
procedures. The manual is reviewed quarterly and updated
as required.

Quality and integrity of personnel
The integrity of personnel is ensured through supervision and
training. High-quality personnel are seen as an essential part of
the control environment and the ethical standards expected are
communicated through the corporate accounting and procedures
manual.

Identification of business risks
The Board is responsible for identifying the major business risks
faced by the Group and for determining the appropriate course of
action to manage those risks.

Budgetary process
Each year the Board approves the annual budget. Key risk areas
are identified. Performance is monitored and relevant actions
taken throughout the year through the monthly reporting to the
Board of variances from the budget, updated forecasts for the
year together with information on the key risk areas.

Investment appraisal
The budgetary process and authorisation levels regulate capital
expenditures. For expenditures beyond specified levels, detailed
written proposals have to be submitted to the Board. Reviews are
carried out after the investment is complete and, for some
projects, during the investment period, to monitor expenditure.
Major overruns are investigated.

The Directors continue to monitor and review the Group’s
procedures and policies on internal controls on an annual basis.
The internal controls situation is reported to the Audit Committee,
which has reviewed the effectiveness of the system of internal
controls as it operated during the year.
Global Energy Development PLC