Hurricane has aligned its governance with best practice and reports on a voluntary basis against the provisions of the UK Corporate Governance Code 2018 (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 Company continually aligns its governance with best practice. Hurricane is currently listed on AIM and complies with its obligations under the AIM Rules for Companies. Its shares are traded under the ‘HUR’ ticker. Hurricane is presenting this 2019 Annual Report and Group Financial Statements materially in line with the principles and provisions of the UK Corporate Governance Code (the Code) which was last amended in July 2018 (the 2018 Code), a higher disclosure standard than is required of companies quoted on AIM.
As with previous years we will be reporting on a voluntary basis against the 2018 Code on a comply or explain basis. The 2018 Code and associated guidance are available on the Financial Reporting Council website at www.frc.org.uk. We are keen to meet these higher standards as we believe they not only provide better insights into our business for the benefit of all stakeholders, but also put Hurricane in good stead whilst we continue to explore a potential move to a Premium Listing. During the year we have not fully complied with the following provisions of the 2018 Code:
- Provision 2.11 – For most of the year, less than half of the Board was independent; and
- Provision 3.18 – All directors are not subject to annual re-election. In accordance with
Article 64 of the Company’s Articles of Association, at least one-third of the Board stood for re-election at the Company’s AGM.
The Board has so determined that any divergence from the 2018 Code is in the best interests of the Group as outlined in the Company’s Annual Report and Accounts 2019.
The date of this statement is 8 April 2020.
The Board is collectively responsible for the long-term success of the Company. The Board is also responsible for setting and leading the Group’s strategic targets and objectives and ensuring 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.
The Board’s role and responsibilities are reviewed against the 2018 UK Corporate Governance Code to ensure that it is meeting all its responsibilities. 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; the Group’s capital structure; the consideration of significant financing matters; and oversight and independent assurance of policies and procedures. The Board has always had an adopted set of matters reserved for the Board.
Currently, the Board is comprised of three executive directors (the Interim CEO, CFO and COO), a non-executive Chairman (independent on appointment) and four non-executive directors (comprising three independent non-executive directors and a non-executive Shareholder Nominee Director (not independent)).
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 Interim 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 Interim CEO and/or CFO.
Currently the Chairman and Senior Independent Director take the lead on these matters and ensure that the views of shareholders are communicated to the Board as a whole.
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||Technical Committee||ESG Committee|
|Mr Steven McTiernan||✔ (Chair)|
|Ms Beverley Smith||✔ (Chair)||✔|
|Mr Richard Chaffe|
|Mr Neil Platt|
|Dr David Jenkins||✔||✔||✔|
|Mr John van der Welle||✔ (Chair)||✔||✔|
|Ms Sandy Shaw||✔||✔ (Chair)||✔|
(Committee membership correct as at 2 October 2020
We aim to create an inclusive culture in which 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, religious belief, health, safety and welfare.
We are very proud of the fact that 42% of our workforce is female and that 25% of our Board is female (as at 31 December 2019). Our Board and Nominations Committee support the principles of diversity in the widest sense and, in particular, gender diversity in relation to the aspirations set out in the Davies Report and the Hampton-Alexander Review regarding Women on Boards.
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 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 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. Ethical conduct standards give guidance in many areas including the procurement of goods and services and everyday production and operational activities.
We aim to encourage openness and will support colleagues who raise genuine concerns under this policy, even if they turn out to be mistaken. Concerns can be raised through an employee’s line manager, the Compliance Manager, the General Counsel or through a dedicated independent whistleblowing service, SeeHearSpeakUp. Whistleblowers must not suffer any detrimental treatment as a result of raising a genuine concern.
Modern slavery is a very low risk for Hurricane, due to our size and the nature of our operations and direct suppliers. However, we are committed to implementing and enforcing effective systems and controls to ensure modern slavery does not take place anywhere in our own business or in any of our supply chains. We expect the same high standards from all of our contractors, suppliers and other business partners. As part of our contracting processes, we expect our suppliers to comply with the Modern Slavery Act 2015.
Our Modern Slavery Policy was rolled out in 2019 and included online training. This has been completed by all directors, employees and relevant third-party individuals. The Policy will be reviewed on an annual basis going forward.