Hurricane is a member of the Quoted Companies Alliance (QCA) and, in the past, aimed to comply with the QCA’s Corporate Governance Code for Small and Mid-Size Quoted Companies. In 2017, given the company's size, Hurricane's Board decided to follow the principal provisions of the UK Corporate Governance Code 2016 (the Code) on a comply or explain basis, commensurate with the standards expected by stakeholders of premium listed companies. The Code and associated guidance are available on the Financial Reporting Council website at www.frc.org.uk.
The Board will assess its compliance with the Code on an annual basis and publish the status of its compliance in its Annual Report and Accounts. As at the date of this statement, 4 June 2018, Hurricane was in compliance with the provisions of the Code with the following exceptions (relevant Code provisions referenced):
- Hurricane has at least two independent non-executive directors, in accordance with the second part of Code provision B.1.2, as applicable to smaller companies below the FTSE 350 throughout the year immediately prior to the reporting year. However, the company does not comply with the remainder of Code provision B.1.2, applicable to larger companies, which requires at least half the directors to be independent.
- Hurricane has at least two independent non-executive directors on each of the Remuneration Committee and the Audit and Risk Committee and therefore meets Code provisions C.3.1. and D.2.1., as applicable to smaller companies below the FTSE 350 throughout the year immediately prior to the reporting year. However, the company does not meet the full Code requirement for larger companies that these committees should be made up of at least three independent directors each (Code provisions C.3.1. and D.2.1.).
- The Nominations Committee does not consist of a majority of independent Non-Executive Directors (Code provision B.2.1.). Currently, only one-half of the committee is comprised of independent Non-Executive Directors. Hurricane is assessing its board composition, including the potential appointment of new independent non-executive directors, which would resolve this non-compliance.
- Hurricane does not comply with Code provision B.7.1 by subjecting all of its directors to annual election by shareholders. The company currently offers its directors for re-election by rotation in accordance with its Articles of Association every three years, on the basis that at least one-third of the directors in number must be re-elected every year. Going forward this re-election process will be kept under review and should Hurricane move to a premium listing it will be reviewed again in light of the company’s new obligations.
Overall, the Board is collectively responsible for the long-term success of the company. The Board provides leadership as it sets Hurricane's strategic objectives and ensures that they are properly pursued and that major business risks are actively monitored and managed, which goes beyond regulatory compliance and puts the interests of Hurricane’s shareholders at the centre of the Board’s decision making so as to be accountable to the company’s stakeholders.
Specifically, the Board’s responsibilities include:
- the development of strategy including exploration, appraisal and development activity;
- acquisition and divestment policy;
- the approval of major capital expenditure;
- Hurricane's capital structure;
- and the consideration of significant financing matters.
The Board follows a set of specific matters reserved for the Board, which is reviewed to ensure that it is fit for purpose to deal with future growth in line with its aspirations.
The Board is currently comprised of the Chairman, Chief Executive Officer, two other executive directors and four non-executive directors, three of whom are independent. The non-independent non-executive director is a representative of our largest shareholder. As outlined above, this composition is compliant with the provisions of the Code for companies below the FTSE 350 but not for larger companies. As the company grows and contemplates a premium listing, the composition of the Board will be reviewed and an additional non-executive director will be considered to adjust the Board's composition.
The Board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place. It believes that shareholder dialogue is key to developing an understanding of the views of shareholders and encourages two-way communication, providing prompt responses to queries received orally or in writing. The Board also remains informed by monitoring the main movements in shareholdings and reviewing brokers’ reports. In the normal course of business, the CEO and CFO are available to shareholders in investor meetings and at public events. The Chairman and Senior Independent Director are also available to shareholders, if communication through the normal channels fails to resolve a matter, or if it is felt inappropriate to discuss the matter involved with the CEO and/or CFO.
The Board has delegated certain responsibilities to committees in line with the provisions of the Code and to facilitate the business of the company. The terms of reference for these committees are available for download on our Corporate documentation page. Each committee reports on its activities and focus in the company’s Annual Report.
|Audit and Risk Committee||Nominations Committee||Remuneration Committee|
|Mr Steven McTiernan||✔ (Chair)||✔|
|Dr David Jenkins||✔||✔||✔ (Chair)|
|Mr John van der Welle||✔ (Chair)||✔||✔|
|Mr Roy Kelly||✔|
|Dr Robert Trice|
|Mr Neil Platt|
|Mr Alistair Stobie|
|Ms Sandy Shaw||✔||✔|
(Committee membership correct as at 01 February 2019)
We aim to create an inclusive culture where employees of any background can be themselves and fulfil their potential. It is our policy to ensure there is no discrimination in employment, including in relation to gender, race, age, disability, marital status, sexual orientation or religious belief. As at the date of our last published annual report 31 December 2017, throughout Hurricane, women represented 48% of our workforce.
Our commitment to acting with integrity, fairness and transparency is the cornerstone to the way we do business. Our anti-corruption and bribery policy and our work to impart our values and standards on all who work with us are testimony to that. We believe this approach is essential for delivering our business strategy. Bribery and corruption risk is considered in our overall approach to risk management at Hurricane.
We have policies and procedures in place to manage bribery, corruption and ethical conduct risks. We also work on the detection and prevention of fraud and monitor and report any findings. Our framework covers our work with third parties as well as our own workforce. Our standards give guidance in many areas including the procurement of goods and services and everyday production and operational activities. Hurricane provides training on the management of bribery, corruption and ethical conduct risks and encourages everyone to be alert to the nature of fraud, bribery and corruption and the situations in which they can arise. Training is mandatory for all employees and independent contractors. We operate a whistleblowing policy which encourages all employees and contractors to report any situation where they have reasonable belief that there has been a breach, or potential breach, in Hurricane’s policies or standards.
We are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015. We expect the same high standards from all of our contractors, suppliers and other business partners. As part of our contracting processes, we include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone held in slavery or servitude, whether adults or children, and we expect our suppliers to do the same with the firms that they deal with.