Corporate governance is defined in the UK Governance Code as “The system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place. The responsibilities of the board include setting the company’s strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship. The board’s actions are subject to laws, regulations and the shareholders in general meeting.”
In Nobel Oil Services, our corporate governance system was developed in line with this definition and the related requirements in the UK Companies Act 2006 and the Anti-Bribery Act 2010. At this time, our system consists of:
- Terms of Reference (ToR) of the Board of Directors describing the Board’s; (i) responsibilities, (ii) powers, rights and obligations, (iii) composition, including a section on the criteria used to assess the independence of a non-executive board member, (iv) Committees of the Board, (v) meetings and quorum and (vi) board evaluation.
- ToR describing and demarcating the roles and responsibilities between the Chairman and the CEO
- ToR of the Audit Committee
- Code of Conduct and Business Ethics
- Anti-Bribery Policy
- Duty to Report Policy
- Guidelines for Evaluating Board Performance
- Related procedures
We review and update the corporate governance system regularly to ensure that our system remains effective.