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Last updated: 27 February 2019.
Steve Jenkins, Chairman
Rt. Hon. Sir Stephen O’Brien, Vice Chairman
Andrew Knott, Chief Executive Officer
Isatou Semega-Janneh, Chief Financial Officer
David Clarkson, Non-Executive Director
Mark Iannotti, Non-Executive Director
David Jamison, Non-Executive Director
Michael Wachtel, Non-Executive Director
During 2017, the Audit Committee was chaired by Mark Iannotti and its other members were David Jamison and Steve Jenkins. Following the appointment of the new directors, the composition of the Committee was refreshed, to draw upon the skills and experience of the enlarged Board. The members of the Committee now comprise Mark Iannotti, who continues to chair the Committee, Sir Stephen O’Brien and Michael Wachtel. From December 2019 and following him stepping down from his executive function, David Clarkson has re-joined the Committee as a member. The Committee name was changed from “Audit Committee” to “Audit and Risk Committee” to emphasise its increased focus on identifying, managing and mitigating risks faced by the business. The members are all independent non-executive directors of the Company. Mark Iannotti is considered by the Board to have recent and relevant financial experience and the Committee as a whole has competence relevant to the sector in which the company operates, as required by the UKCG Code. If required, at the request of the Chairman of the Audit and Risk Committee, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and senior members of management are also invited to attend meetings.
The terms of reference of the Committee reflect the current statutory requirements and best practice appropriate to a company of Savannah's size, nature and stage of development. Under its terms of reference, the role of the Committee is to assist the Board in discharging its responsibilities with regard to monitoring the integrity of the Group’s financial reporting. It reviews reports from the external auditor relating to the accounts, oversees the relationship with the external auditor, and makes recommendations to the Board regarding their appointment. The Committee is also responsible for reviewing the adequacy and effectiveness of the company’s internal controls and risk management systems and reporting its findings to the Board. The ultimate responsibility for the reviewing and approving the Annual Report and the half-yearly reports remains with the Board. In March 2018, reflecting the anticipated increase in the complexity of the Group following completion of the acquisition of the Seven Assets, the Committee determined that the minimum number of meetings should be increased to not less than four times a year, at appropriate times in the financial reporting and audit cycle and whenever necessary to fulfil its responsibilities.
Where there is an overlap of responsibilities between the Audit and Risk, Health, Safety, Security and Environment and Compliance Committees, the respective Committee Chairmen have the discretion to agree the most appropriate Committee to fulfil any obligation.
The Compliance Committee is chaired by Michael Wachtel and its other members are David Clarkson, David Jamison and Mark Iannotti. David Clarkson, Michael Wachtel, David Jamison and Mark Iannotti are independent Non-executive Directors of the Company.
The purpose of the Committee is to support the Board in fulfilling its responsibilities to promote and oversee compliance with all legal and regulatory obligations, and to communicate the Board’s commitment to compliance to the Group’s staff, contractors and other stakeholders.
Under its terms of reference, the Committee is responsible for overseeing the development and implementation of, and compliance with, a strategy and framework of policies, procedures, systems and controls to identify, assess, manage and report on compliance matters. The areas of focus include the prevention of bribery, corruption, money laundering and countering of terrorist financing, gifts and hospitality, per diem payments, business relationships, including dealings with public officials, agents, intermediaries, consultants, contractors and advisers, mergers, acquisitions and major new projects, whistleblowing arrangements and reports, conflicts of interest and legal and regulatory compliance risks.
The Committee is also responsible for regularly assessing the adequacy and effectiveness of the above framework.
The Committee is required to meet four times a year.
The Committee is chaired by David Clarkson and its other members are Steve Jenkins and Sir Stephen O’Brien. David Clarkson, Steve Jenkins and Sir Stephen O’Brien are independent Non-executive Directors of the Company.
The purpose of the Committee is to ensure that the Company has an appropriate framework of policies, procedures, systems and controls in place in relation to the health, safety, security and environmental risks arising from the operations of the Group, to promote the appropriate culture, behaviours and decisions and to communicate the Board’s commitment to these matters to the Group’s staff, contractors and other stakeholders.
In addition, the Committee is responsible for overseeing compliance with the above framework and receiving reports on all serious accidents and incidents within the Group, together with corresponding actions taken by management. The Committee oversees the effectiveness of this framework and its impact, as well as the quality and integrity of any reporting to external stakeholders regarding health, safety, security and environmental matters.
The Committee is required to meet at least three times a year.
The Remuneration and Nomination Committee is chaired by David Jamison and its other members are Steve Jenkins and Mark Iannotti. All members of the Committee are independent Non-executive Directors.
Under its Terms of Reference, the Committee is responsible for determining and reviewing the terms and conditions of service (including remuneration) and termination of employment of executive directors and senior employees and the grant of options implemented from time to time. The Committee is required to meet at least twice a year.
The Directors comply with Rule 21 of the AIM Rules relating to directors’ and applicable employees’ dealings in the Company’s securities. Accordingly, the Company has adopted an appropriate Share Dealing Code for directors and applicable employees and the Company takes all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of the AIM Rules relating to dealings in securities.
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