The information below is supplied for the purpose of complying with AIM Rule 26 and was last updated on 15 July 2019.
Country of incorporation and main country of operation
The company is incorporated in the province of British Columbia, Canada and the main countries of operation are Australia, South Africa and Hungary.
The Company is incorporated under the Business Corporations Act (British Columbia) and the rights of the Company’s shareholders are governed by British Columbia law which may be different from the rights of shareholders in a UK incorporated company.
For a description of the business, please see the About Us page.
Corporate Governance, Board of Directors and Board Committees
One way we satisfy our responsibility to our stakeholders is maintaining best practices in corporate governance. We are committed to accountability, transparency and integrity in conducting our business.
In accordance with Rule 26 of the AIM Rules for Companies issued in March 2018, Falcon Oil & Gas Ltd. (“Falcon” or “Company”) must provide details of a recognised corporate governance code that the board of directors of Falcon have adopted, how the Company complies with that code, and where it departs from its chosen corporate governance code an explanation of the reasons for doing so. Falcon is a British Columbian registered company and applies the requirements of Canadian National Instrument 58‑101 ‑ Corporate Governance Disclosure (“NI 58‑101”). NI 58‑101 requires a company to include in its management information circular each year the disclosure required by Form 58‑101F2. Appendix “B” of Falcon’s management information circular for its most recently held or scheduled annual general meeting, a copy of which can be found Management Information Circular, provides corporate governance disclosure in respect of Falcon including, in particular, answers and explanations to the requirements set out in Form 58‑101F2.
Board of Directors
JoAchim Conrad – Non Executive Chairman
Philip O’Quigley – Director, President & CEO
Daryl H Gilbert – Non Executive Director
Gregory Smith – Non Executive Director
Maxim Mayorets – Non Executive Director
Biographical details of the Directors can be found on the Board of Directors page.
Responsibilities of Board of Directors and Committees
The Directors of the Company are responsible for supervising the management of the Company. To discharge this obligation, the Directors assume responsibility for the following areas: Strategic Planning Process, Monitoring Tactical Progress, Risk Assessment, Senior Level Staffing, Integrity, Material Transactions, Monitoring Directors’ Effectiveness, Disclosure Policy and Code of Business Conduct, Feedback from Shareholders, Nominations and Corporate Governance.
The Board of Directors of the Company have appointed three committees: Audit, Compensation and Reserves:
The Audit Committee is responsible for monitoring and enhancing the quality of the financial information disclosed by the Company and is governed by the Audit Committee Charter. The current members are Gregory Smith (Chair), Maxim Mayorets and Daryl Gilbert.
The Compensation Committee is responsible for developing and monitoring the Company’s approach to the compensation of Directors and Officers of the Corporation. The committee is governed by the Compensation Committee Charter. The current members are JoAchim Conrad, Greg Smith, Daryl Gilbert and Maxim Mayorets.
The Reserves Committee is responsible for developing and monitoring the Company’s oil and gas reserves. The operation of the committee is governed by the Reserves Committee Charter. The current members are Daryl Gilbert, Greg Smith and Maxim Mayorets .
Falcon Oil and Gas Ltd. Articles of Association.
Falcon Oil and Gas Ltd. has a total of 981,847,425 common shares. There are no shares held in treasury.
In accordance with the AIM Rules (AIM Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is approximately 46%. This percentage comprises the holdings of the directors who directly or indirectly hold shares in the Company, in addition to the significant shareholders.
The company’s shares are listed on the London Stock Exchange (AIM), the TSX Venture Exchange (TSXV) and the Irish Stock Exchange (ESM).
The UK Takeover Code does not apply to the Company.