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About Hardy
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Hardy Oil and Gas plc is incorporated in the Isle of Man. The Company is not subject to any corporate governance regime in its place of incorporation. The Company substantially complies with the Combined Code on Corporate Governance and supports high standards of corporate governance. A detailed Corporate Governance Report can be viewed in our 2011 Annual Report and Accounts

Role of the Board
The Board sets the Group’s strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and long-term shareholder value. To achieve this, the Board directs and monitors the Company’s affairs within a framework of controls which enable risk to be assessed and managed effectively. The Board also has responsibility for setting the Group’s core values and standards of business conduct and for ensuring that these, together with the Group’s obligations to its stakeholders, are widely understood throughout the Company.

The Company’s Board comprises of one Executive Director, a Non-Executive Chairman and three Non-Executive Directors. The Non-Executive Directors have either held senior appointments in oil and gas companies, companies with interests in the energy sector or have significant corporate and financial experience and bring a broad range of business, technical and commercial experience to the Board. The Board believes that its composition is suitable for operating an effective publicly traded international junior oil and gas company.

Chairman and Chief Executive
There is a defined separation of the responsibilities between Non-Executive Chairman and the Chief Executive Officer of the Company. The Chairman is primarily responsible for the effective working of the Board while the Chief Executive Officer is responsible for the operational management of the business, for developing strategy in consultation with the Board and for the implementation of the strategy. The roles of Chairman and Chief Executive Officer are exercised by different individuals.

Board Committees
The Board has established Audit, Remuneration and Nomination Committees, each of which has terms of reference (approved by the Board) setting out its authority and duties. The terms of reference for Audit, Remuneration and Nomination Committees can be found on the Company’s website.

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Members of Committee
Peter Milne (Chair)
Alasdair Locke

The Committee comprises of three non-executive directors and oversees the Company’s financial reporting and internal controls, and provides a formal reporting link with the external auditors. The full terms of reference for the Audit Committee.

The Audit Committee acts as a preparatory body for discharging the Board’s responsibilities in a wide range of financial matters by:

  • Monitoring the controls that are in place to ensure the integrity of the financial information reported to shareholders;

  • Reviewing significant financial reporting issues and accounting policies and disclosures in financial reports;

  • Overseeing that an effective system of internal control and risk management systems are maintained;

  • Overseeing the relationship with the external auditors, reviewing the scope and results of audits;
    Providing a forum for reporting by the Group’s external auditors, including regular in camera discussions;

  • Approving non-audit services provided by the external auditors, or any other accounting firm;
    Ensuring the independence and objectivity of the external auditors is safeguarded when appointing them to conduct non-audit services; and

  • Ensuring compliance with legal requirements, accounting standards and the Listing Rules and the Disclosure and Transparency Rules.

The ultimate responsibility for reviewing and approving the Annual Report and Accounts and the half yearly reports remains with the Board.

The Company's external auditor is Crowe Clark Whitehill LLP and the committee closely monitors the level of audit and non-audit services they provide to the Company. Company executives and representatives of the external auditors may attend meetings of the Audit committee, at the invitation of the committee. The Chairman of the Board may also attend meetings of the committee by invitation. The external auditor has unrestricted access to the Committee Chairman.

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Members of the Committee

Alasdair Locke (Chair)
Peter Milne

The full terms of reference for the Remuneration Committee. The main responsibilities of the committee are to:

  • determine and agree with the board, the framework or broad policy for the remuneration of the Company's Chairman, Chief Executive, Executive Directors, and such other members of the executive management as it may be designated to consider;
    set and monitor performance criteria for any bonus arrangements operated by the company

  • ensuring that they represent achievable and motivating rewards for appropriate levels of performance and, where appropriate, are justifiable taking into account the Company's overall performance and the corresponding return on shareholders' investment in the same period;

  • review and approve the company's share option and share award schemes, approve proposed option grants or share awards to directors or senior executives, and to set or recommend performance criteria for share awards and

  • within the terms of the agreed policy, determine the total individual remuneration package for the company's chairman, executive directors, company secretary and other senior executives including, where appropriate, bonuses, incentive payments and share options or other share awards.  

The chief executive is invited to attend meetings of the committee but does not take part in any decision affecting his own remuneration.


Members of the Committee
Alasdair Locke (Chair)
Peter Milne

The full terms of reference for the Nomination Committee. The main responsibilities of the committee are to:

  • review the structure, size and composition (including the skills, knowledge and experience) of the board and make recommendations to the board with regard to any adjustments that are deemed necessary;

  • give full consideration to succession planning for directors and other senior executives, taking into account the challenges and opportunities facing the company and the skills and expertise which will be required by the company in the future;

  • keep under review the leadership needs of the company, both executive and non-executive, with a view to ensuring the continued ability of the company to compete effectively in the marketplace;


Hardy Oil and Gas plc © 2012