The composition of the Board's committees are outlined on the governance page. The terms of reference documents, outlining each committees’ responsibilities are available for download below.
|Remuneration Committee terms of reference||
|Audit and Risk Committee terms of reference||
|Nominations Committee terms of reference||
|Listing and Governance Committee terms of reference||
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, the 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, Hurricane 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, Hurricane 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.
Hurricane Energy plc is registered in England & Wales, reg no: 5245689. The main country of operation is the UK. As we are incorporated in the UK, the rights of shareholders are governed by English law.
Hurricane is subject to the rules of the UK City Code on Takeovers and Mergers.
Hurricane's Ordinary Shares are admitted to trading on AIM, the market of that name operated by the London Stock Exchange. There are no restrictions on the transfer of securities.
Hurricane's 7.50% convertible bonds due 2022 and issued on 24 July 2017 are listed on the International Stock Exchange, the market of that name based in the Channel Islands and operated by The International Stock Exchange Group Limited. Further details are available on the Convertible bond page.
As at 25 January 2019, the number of ordinary shares of £0.001 each in Hurricane Energy plc in issue was: 1,960,367,219.
The percentage of securities not in public hands was 23.36%.
|Significant shareholder||Number of Ordinary Shares||Percentage of issued share capital|
|Kerogen Investments No. 18 Limited||428,531,211||21.87%|
|Pelham Capital Limited||121,875,000||6.22%|
|Crystal Amber Fund Limited||92,248,582||5.01%|
Last updated 7 December 2018
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