Clontarf Energy was formed following the sale of Pan Andean Resources PLC’s Colombian and Peruvian assets for $32 million to Petrominerales (now Pacific Rubiales). A merger of the remaining assets including those in Bolivia and Ghana formed the basis for Clontarf Energy. Clontarf also inherited a memorandum of understanding with the Bolivian military to study Lithium exaporater.
- The company has 60% of the Ghana Tano 2A Block – a 1,532km Block, close to four recent discoveries by Tullow Oil plc and Kosmos. We await ratification of the amended Petroleum Agreement by Cabinet and Parliament, in accordance with the law.
- There are ongoing discussions for additional oil and gas exploration opportunities in other prospective countries.
- In 2018 the Bolivian authorities invited Clontarf back for discussions on projects with the state Lithium company, YLB.
The Company’s securities are traded on the AIM Market of the London Stock Exchange (“AIM”). The Company has accomplished the requirements of the Quoted Company Alliance (“QCA”) corporate governance guidelines for AIM companies. Due to the size and nature of its current business the Company has not adopted the UK Corporate Governance Code in its entirety. The Company have complied with the QCA corporate guidelines where practical; instances of noncompliance have been highlighted below.
In addition, the Company has an established code of conduct for dealings in the shares of the Company by directors and employees.
David Horgan, in his capacity as Chairman, has assumed responsibility for ensuring that the Company has appropriate corporate governance standards in place and that these requirements are communicated and applied.
The Board currently consists of three directors: Chairman, Financial Director (and Company Secretary), and a Non-Executive Director. This is not in compliance with the QCA Code which requires at least two non-executive directors. However the Board considers that appropriate oversight of the Company is provided by the currently constituted Board having regard to the current size and resources of the Company.
The 10 principles set out in the QCA Code are listed below, with an explanation of how Clontarf applies each of the principles and the reason for any aspect of non-compliance.
- Establish a strategy and business model which promote long-term value for shareholders
The Company has a clearly defined strategy and business model that has been adopted by the Board.
The Company strategy is the appraisal and exploration of the assets currently owned. Concurrent with this process the Group’s management will continue to use its expertise to acquire additional license interests for lithium and oil & gas exploration. The key challenges in executing this are referred to in paragraph 4 below.
- Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting and any other General Meetings that are held throughout the year.
The Company provides regulatory, financial and business news updates through the Regulatory News Service (“RNS”) and various media channels. Shareholders also have access to information through the Company’s website http://www.clontarfenergy.com/, which is updated on a regular basis and which includes the latest corporate presentation on the Group. Contact details are also provided on the website.
- Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board is committed to having the highest degree possible of corporate social responsibility in how the Company undertakes its activities. We aim to have an uncompromising stance on health, safety, environment and community relations. The Company policy is that all Company activities are carried out in compliance with safety regulations, in a culture where the safety of personnel is paramount. The Company will continue to ensure an appropriate level of contact and negotiation with all stakeholders including landowners, community groups and regional and national authorities.
There is currently no impact on the environment as the Company has not commenced exploration drilling. Any impact on environmental matters will be determined once exploration work commences and the Company will ensure that measures are put in place to lessen the impact.
- Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business opportunities carry an inherently high level of risk. The principal risks and uncertainties facing the Group at this stage in this development and in the foreseeable future are detailed on page 14 and 15 of the Annual Report together with risk mitigation strategies employed by the Board.
- Maintain the board as a well-functioning, balanced team led by the chair
The Board’s role is to agree the Group’s long-term direction and strategy and monitor achievement of its business objectives. The Board meets formally 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, operational and financial matters.
The Board is supported by the Audit, Remuneration and the Nomination Committees.
The Board comprises the Chairman, David Horgan, the Executive Director and Company Secretary, James Finn and the independent Non-Executive Director Peter O’Toole. The Board currently has one non-executive director, which is a departure from the QCA Code which requires at least two independent non-executive directors. However, the Board considers that appropriate oversight of the Company is provided by the currently constituted Board having regard to the current size and resources of the Company.
All directors are subject to re-election intervals as prescribed in the Company’s Articles of Association. At each Annual General Meeting one-third of the Directors, who are subject to retirement by rotation shall retire from office. They can then offer themselves for re-election.
On appointment each director receives a letter of appointment from the Company. The Non- Executive Directors, will receive a fee for their services as a director which is approved by the Board, being mindful of the time commitment and responsibilities of their roles and of current market rates for comparable organisations and appointments. The non-executive Directors are reimbursed for travelling and other incidental expenses incurred on Company business.
- Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board considers the current balance of sector, financial and public market skills and experience which it embodies is appropriate for the current size and stage of development of the Company and that the Board has the skills and experience necessary to execute the Company’s strategy and business plan and discharge its duties effectively.
Details of the current Board of Directors’ biographies are as follows:
David Horgan, Chairman & Managing Director
David Horgan has extensive African experience. He has over 20 years’ experience in oil and gas and resources projects in Latin America, Africa and the Middle East through a number of AIM listed companies including Clontarf Energy, Petrel Resources and Pan Andean Resources. He previously worked at Kenmare where he raised finance, captured the premium graphite worldwide market and evaluated investment opportunities. Prior to that he worked internationally with Boston Consulting Group for seven years. He holds a first class law degree from Cambridge and a Masters in Business Administration with distinction from the Harvard Business School.
James Finn, Finance Director
James Finn is finance director of Clontarf Energy plc. He has over 20 years’ experience in working with exploration companies. James Finn has extensive experience in the administration of oil and gas and minerals companies. He has been responsible for listing several resource sector companies on AIM in London, including two of the first companies ever listed on AIM, Pan Andean Resources and African Gold. James Finn was previously finance director of African Diamonds and West African Diamonds. He holds a degree in Management and an Association of Chartered Certified Accountants (ACCA) qualification.
Peter O’Toole, Non-Executive Director
Peter O’Toole has operated civil engineering and construction companies for over 30 years, specialising in the mining and government infrastructure sectors. He is also Honorary Consul General of Ireland in Bolivia. He is a Civil Engineer by discipline, educated at Queen Mary University of London and GMIT Institute of Technology, Galway, Ireland.
Directors and Management
All Directors have access to the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed.
- Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Review of the Company’s progress against the long terms strategy and aims of the business provides a means to measure the effectiveness of the Board.
In accordance with provisions of the Code, a performance evaluation of the Board is carried out annually. In 2022, the performance evaluation process was conducted internally.
Board Evaluation Process in December 2022
The Chairman David Horgan appraised the Board on the performance of each of the Directors during the year. The Board formally concluded on its own performance, on the performance of Committees and on the performance of individual Directors, including the Chairman.
Analysis of 2022 evaluation
The evaluation indicated a high level of satisfaction with the composition, performance and effectiveness of the Board, its Chair and Committees. It found that there are good communications both within the Board/ Committees and with management.
A number of key focus areas were identified for the Board to consider. These include:
- Continued consideration of succession planning at Board and management level
- Increased allocation of Board meeting time to consideration of strategic issues
- Increased diversity on the Board
Arising from the evaluation process, a number of actions were agreed by the Board which will be implemented by the Chairman during the current year.
- Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company and the way that employees behave. The exploration for and development of oil and gas and lithium resources can have significant impact in the areas where the Company and its contractors are active and it is important that the communities in which we operate view the Company’s activities positively. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company successfully to achieve its corporate objectives. The Board places great importance on this aspect of corporate life and monitors all activities to ensure that this is reflected in all the Company does.
The Company has an established code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM, and is in accordance with Rule 21 of the AIM rules and the UK Market Abuse Regulation.
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board has overall responsibility for all aspects of the business. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making. The Chairman has overall responsibility for corporate governance matters in the Company and chairs the Nomination Committee. The Chairman has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Company. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
The Nomination Committee
The Nomination Committee comprises all the directors and meets at least once per year to examine Board appointments and to make recommendations to the Board in accordance with best practice and other applicable rules and regulations. The Nominations Committee met once in 2022 to accept John Teeling’s resignation.
The Audit Committee
The Audit Committee, chaired by Chairman and Managing Director, David Horgan, and including Executive Director, James Finn, meets at least twice a year and assists the Board in meeting responsibilities in respect of external financial reporting and internal controls. The Audit Committee also keeps under review the scope and results of the audit. It also considers the cost-effectiveness, independence and objectivity of the Auditor taking account of any non-audit services provided by them. The Audit Committee does not include any non-executive directors.
The Remuneration Committee
The Remuneration Committee is comprised of Directors David Horgan and James Finn. The Remuneration Committee meets at least once a year to determine the appropriate remuneration for the Company’s executive directors, ensuring that this reflects their performance and that of the Company. The Remuneration Committee met in 2022 to discuss and approve the granting of warrants to directors.
The Company’s Audit Committee Report is presented on page 25 and provides further details on the committee’s activities during 2022, and while a separate report from the Remuneration Committee was not produced in the current year due to the size of the company, the Company intends to review this requirement on an annual basis.
- Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company.
Investors also have access to current information on the Company though its website http://www.clontarfenergy.com and through David Horgan, Chairman and Managing Director who is available to answer investor relations enquiries. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.
The Company’s financial reports can be found here: http://www.clontarfenergy.com/investor-centre/annual-reports_.aspx