The Board has established the following Committees, all of which operate within a scope and remit defined by specific terms of reference determined by the Board
| Name | Audit and Risk Committee | Remuneration Committee | Compliance Committee |
Health, Safety, Environment
and Security Committee
|
|---|---|---|---|---|
| Joseph Pagop Noupoué | X | X | X | |
| Andrew Knott | ||||
| NIck Beattie | ||||
| Sarah Clark | X | X | ||
| Dr Djamila Ferdjani | X (Chair) | X | X | |
| Mark Iannotti | X (Chair) | X | X (Chair) | |
| Steve Jenkins | X (Chair) |
Committee members:
- Mark Iannotti (Chair)
- Joseph Pagop‐Noupoué
- Sarah Clark
The Audit and Risk Committee is chaired by Mark Iannotti, who, along with its other members, Joseph Pagop‐Noupoué and Sarah Clark are considered to be independent Non-Executive Directors of the Company. Mark is considered by the Board to have recent and relevant financial experience and the Committee as a whole has competence relevant to the oil and gas industry. If required, at the request of the Chair of the Committee, the Chief Executive Officer, the Chief Financial Officer and other members of the senior management team are also invited to attend meetings.
The terms of reference of the Committee reflect the current statutory requirements and best practice proportionate to a company of Savannah’s size, nature and state of development. Where there is an overlap of responsibilities between the Audit and Risk, Compliance and Health, Safety, Environment and Security Committees, the respective Committee Chairs have the discretion to agree which is the most appropriate Committee to fulfil any obligation.
The purpose of the Committee is to review and challenge the process and identification of risks and opportunities and risk mitigant structures across the Company and its subsidiaries, including monitoring the preparation of the annual and half yearly accounts and reports and any other formal announcement relating to its financial performance, ensuring the Company has an adequate process for approving any such public announcements relating to financial performance and advising the Board independently of the Executive Directors and external auditors where it considers the Company’s corporate reporting including the annual report and accounts to be fair, balanced and understandable.
The key responsibilities of the Committee are:
- Advising the Board (independently of the Executive Directors and external auditor) whether it considers the Company’s corporate reporting including the Annual Report and Accounts to be fair, balanced and understandable;
- Monitoring the Company’s financial reporting processes and the integrity and content of the Financial Statements, including reviewing, reporting and making recommendations to the Board on significant financial reporting issues and judgements;
- Reviewing whether, and in what form, the Company will have an internal audit function;
- Monitoring the management and mitigation of the principal risks allocated to the Committee by the Board and such emerging risks as the Committee may determine fall within its scope from time to time;
- Monitoring, overseeing and assessing the Group’s strategy and framework of policies, procedures, systems and controls to identify, assess, manage and report on compliance matters, including the prevention and detection of fraud and tax evasion;
- Reviewing and approving the annual audit plan and reviewing the audit findings with the external auditor, and
- Assessing external auditor objectivity and independence and reviewing the performance and remuneration of the external auditor.
The Committee is required to meet at least three times a year.
Committee members:
- Dr Djamila Ferdjani (Chair)
- Joseph Pagop Noupoué
- Mark Iannotti
The Committee is chaired by Dr Djamila Ferdjani and its other members are Joseph Pagop‐Noupoué and Mark Iannotti. All members of the Committee are independent Non-Executive Directors. The Chief Executive Officer and other members of the senior management team are also invited to attend meetings when considered appropriate. The role of the Committee is to recommend the remuneration principles, including benefits and rewards, for the executive directors to the Board and propose a remuneration policy for adoption by the shareholders.
The key responsibilities of the Committee are:
- Determining and agreeing the Company’s remuneration policy with the Board;
- Defining and establishing remuneration for the Non-Executive Chair, the Executive Directors, and the senior leadership team;
- Reviewing and determining the remuneration policy across the Group, and
- Determining that remuneration, benefits and rewards are designed and aligned to achieve the goals, strategy and values of the Company.
The Committee is required to meet at least twice a year.
Committee members:
- Mark Iannotti (Chair)
- Joseph Pagop Noupoué
- Dr Djamila Ferdjani
The Compliance Committee is chaired by Mark Iannotti and its other members are Joseph Pagop Noupoué and Dr Djamila Ferdjani. All of them are considered to be independent Non-Executive Directors.
The purpose of the Committee is to support the Board in fulfilling its responsibilities to promote and oversee legal compliance across all business activities and operations of the Company and its subsidiaries and to communicate the Board’s commitment to compliance to the Group’s staff, contractors and other stakeholders.
The terms of reference of the Committee outline its key responsibilities and reflect the current statutory requirements and best practice proportionate to a company of Savannah’s size, nature, and stage of development.
The key responsibilities of the Committee are:
- 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 relating to:
- The prevention of bribery, corruption, money-laundering, modern slavery and countering the financing of terrorism;
- The effectiveness of the Group's systems of internal control for safety, operational integrity, and operational sustainability matters, including applicable management systems, policies, practices, processes, leadership, and culture;
- The prevention of bribery, corruption, money-laundering, modern slavery and countering the financing of terrorism;
- Sanctions and trade restrictions;
- Gifts and hospitality;
- Per diem payments;
- Business relationships, including public officials, agents, intermediaries, consultants, advisers and contractors;
- Mergers, acquisitions and major new projects;
- Whistleblowing arrangements;
- Conflicts of interest;
- Legal and regulatory compliance risks (and liaise accordingly with the Audit and Risk Committee who has overall responsibility for risk); and
- Promote the appropriate culture, behaviours and decisions.
- Assessing the adequacy and effectiveness of the compliance framework; and
- Communicating the Board’s commitment to compliance to the Group’s staff, contractors and other stakeholders.
The Committee is required to meet at least four times a year.
Committee members:
- Steve Jenkins (Chair)
- Sarah Clark
- Dr Djamila Ferdjani
The Committee is chaired by Steve Jenkins and its other members are Sarah Clark and Dr Djamila Ferdjani. All of them are considered to be Independent Non-Executive Directors.
The role of the Committee is to oversee the management of safety and operational sustainability, and the systems and processes deployed to enable focus on the most potentially material in the matter of delivering the Company’s goals for safe, secure, and sustainable business.
The key responsibilities of the Committee are:
- Monitoring and testing:
- The Group's performance in respect of safety, operational integrity, and sustainability; and
- The effectiveness of the Group's systems of internal control for safety, operational integrity, and operational sustainability matters, including applicable management systems, policies, practices, processes, leadership, and culture;
- Monitoring the management and mitigation of physical security risks, cyber security risks and personal safety and operational health risks;
- Reviewing and testing management response to relevant Group reports and the finding of selected safety investigations; and
- Reviewing the Company’s annual sustainability report and such other materials intended for disclosures or publication as may be allocated to the Board from time to time.
The Committee is required to meet at least four times a year.
