Board responsibilities

The Board of Directors of San Leon Energy plc recognises the importance of applying the highest standards of corporate governance to enable effective and efficient decision making and to give a structural aid for directors to discharge their duty to promote the success of the company for the benefit of its shareholders.

An effective Board of Directors leads and controls the Group and has a schedule of matters reserved for its approval.

The Board is specifically responsible for:

  • development and approval of the Group's strategy;
  • approval of budgetary and business plans
  • approval of significant investments and capital expenditure;
  • approval of annual and half-year results and interim management statements, accounting policies and the appointment and remuneration of the external auditors;
  • approval of interim, and recommendation of final, dividends;
  • changes to the Group's capital structure and the issue of any securities;
  • establishing and maintaining the Group's risk appetite, system of internal control, governance and approval authorities;
  • executive performance and succession planning;
  • determining standards of ethics and policy in relation to health, safety, environment, social and community responsibilities;
  • disclosure to the market and shareholders.

Matters reserved for the plc Board

The following must be approved by the plc Board:

1. All matters not otherwise described below, which exceed the authority delegated to the Group executives.

2. Mergers and acquisitions transactions:

a. Any acquisition or disposal of shares, assets, land or undertakings, the value of which exceeds €5m, by any part of the Group, (including any joint venture);
b. The creation or termination of any joint venture; and
c. Matters not in the ordinary course of business such as moving into a new business or into a new country of operation.

3. Strategy, budgets and business plans.

4. Audit, financial and other reporting:

a. The annual and half-year results and reports;
b. Interim dividends and the recommendation of any final dividends;
c. Significant changes in accounting policies and practices such as the basis on which the accounts are prepared; and
d. Any notice of General Meeting and any other circulars to be sent to shareholders.

5. Capital structure:

a. Changes in the capital structure of the company and the issue of shares or other securities by the company.

6. Policies:

a. Policies and guidelines in respect of treasury activities, hedging activities and taxation, including the respective related risk management strategy and framework; and
b. The Group's policies in relation to health, safety and environment, ethics and business behaviour and corporate social and community responsibility, including political and charitable donations.

7. Internal controls and governance:

a. Oversight and review of the Group's internal control and risk management procedures and arrangements (and any changes thereto) including the annual review of the effectiveness of the system of internal control and to the extent required, adopt any recommendations of Board Committees;
b. Any amendments to relationship agreements between the company and third parties;
c. The Group's corporate governance arrangements, including compliance with a formally recognised corporate governance code;
d. Approval of the overall levels of insurance for the Group including directors’ & officers’ liability insurance; and
e. Oversight in respect of major litigation.

8. Board, board committees, management, officers and advisers:

a. The appointment or removal of directors and the Group company secretary, including their terms of reference;
b. The establishment of sub-boards and committees, their membership, constitution and terms of reference;
c. The appointment, re-appointment or removal of the auditors and their remuneration;
d. The appointment or termination of appointment of any other corporate adviser referred to in the company's annual report and accounts and
e. Appointment and removal of trustees of the Group's pension arrangements where the power of appointment or removal is reserved to the Board under the rules of the scheme.

9. Management development, remuneration and employee benefits:

a. Upon the recommendation of the Remuneration Committee, policies for executive remuneration, including remuneration of the executive directors;
b. Director, executive and management succession; and
c. The establishment of any new employee or executive share scheme or any amendment to an existing scheme, the rules of which require Board approval.

Board composition

The biographies of the directors and their committee memberships may be viewed on the website.

Their responsibilities are set out below.

Board committees

The Board has delegated authority to its committees on specific aspects of management and control of the Group.

The Board committees are:

Full terms of reference for each committee can be found by using the links above.


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