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The information below is being disclosed for the purposes of AIM Rule 26. Last updated on 17th March 2016. For more information please contact us.
Corporate Governance, Responsibilities of the members of the Board of Directors and details of committees
Infinity Energy SA recognises the importance of sound corporate governance and observes the main provisions of the Combined Code insofar as they are appropriate in light of the Company’s size, stage of development and resources. There is no comparable code in Luxembourg.
The Directors recognise their duty of due care in the management and administration of the Company. The role of the Board is to determine the Company’s strategy and monitor performance and achievement of its business objectives. The Board meets at least four times a year for these purposes and holds additional meetings when necessary to transact other business. The Board receives reports for consideration on all significant strategic and operational matters. The independent non-executive Directors are considered by the Board to be independent of management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgement. Directors have the facility to take external independent advice in furtherance of their duties, at the Company’s expense.
The Directors are required to prepare financial statements, which give a true and fair view of the state of the Company’s financial position as at the end of the period and of the Company’s profit/loss for the year. The Directors have responsibility for ensuring that proper accounting records are kept which disclose with reasonable accuracy the financial position of the Company. They have a duty of care and general responsibility to implement internal controls to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Company has an audit committee and a remuneration committee. John Killer is the chairman of the remuneration committee and the audit committee.
Audit Committee and Auditors
The Audit Committee, composed entirely of non-executive Directors, assists the Board in meeting its responsibilities in respect of external financial reporting and internal controls. The Audit Committee also keeps under review the scope and results of the external audit. It also considers the cost effectiveness, independence and objectivity of the auditors taking account of any non-audit services provided by them.
The Remuneration Committee is composed entirely of non-executive Directors. It meets at least twice a year and has a primary responsibility to review the performance of executive directors and senior employees and set the scale and structure of their remuneration having due regard to the interests of shareholders.
The Directors are responsible for maintaining a sound and effective system of internal financial and operational controls. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company’s system is designed to provide reasonable assurance that significant errors and irregularities are identified on a timely basis and dealt with appropriately.
In carrying out their responsibility, the Directors have put in place a framework of financial budgetary controls to ensure as far as possible that on-going financial performance is monitored in a timely manner, that corrective action is taken and that risk is identified as early as practically possible. The Board, subject to delegated authority, reviews capital investment, sales and purchase, additional borrowing facilities, guarantees and insurance arrangements.
The Company has adopted a model code for dealings in shares by directors and senior employees which is appropriate for an AIM company. The directors will comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance.
As the Company is incorporated outside of the UK the Takeover Code does not apply to the Company, and shareholders will not be offered any protections under the Takeover Code.
Infinity Energy SA is a Luxembourg company, accordingly, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
The Company’s Ordinary Shares are traded on the Alternative Investment Market of the London Stock Exchange only.
The number of AIM securities in issue and the percentage of AIM securities not in public hands together with the identity and percentage holdings of its significant shareholders: Major shareholders (21st August 2015).
There are no restrictions on the transfer of Infinity Energy SA AIM securities.