Corporate Governance

The Directors recognise the value and importance of maintaining the highest standards of corporate governance.  To this effect, on 10 July 2018 the Board agreed that the Quoted Companies Alliance’s (“QCA”) code of corporate governance was the most appropriate for Enteq Upstream plc to follow, and so, was formally adopted.

The main principles of the QCA Code and how Enteq ensures that it is fully compliant with these principles are set out below:

  • Establish a strategy and business model which promote long-term value for shareholders;
    • Enteq has an established strategy and business model suppling the global Oil & Gas directional drilling market with high-end, differentiated, robust Measurement While Drilling equipment and associated parts and components both the above that are subject to Board review on at least an annual basis to ensure they promote long-term value for shareholders.
  • Seek to understand and meet shareholder needs and expectations;
    • The Executive Directors offer to meet the major shareholders after the announcement of both the year end and interim results. As well as presenting an explanation of these results, these meetings give the shareholders an opportunity to inform the Directors of both their needs and expectations.  The AGM is an opportunity for all shareholders to present their views to the whole Board.
  • Consider wider stakeholder and social responsibilities and their implications for long-term success;
    • Regular meetings are held with the staff to ensure that the strategic vision of the company is clearly presented.
    • Meetings are held with other stakeholders as required.
  • Embed effective risk management, considering both opportunities and threats, throughout the organisation;
    • The Board is responsible for the Group's risk management and undertakes a systematic review of the key risks and uncertainties which face the Group. It seeks to embed risk management and to facilitate the implementation of risk management measures throughout the Group’s businesses.
    • A comprehensive risk register is maintained, which is regularly reviewed by the Board.
    • Monthly reports relating to health and safety at work is presented to the Board.
  • Maintain the board as a well-functioning, balanced team led by the chair;
    • A “Board Effectiveness Review” is completed annually, with the results debated at the appropriate Board meeting. This review includes an assessment of whether the Board has functioned in compliance with this principle through assessing, inter alia, directors’ level of skills and experience, the Board’s performance, review of company strategy, quantity and quality of board meetings.
  • Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities;
    • This is part of the “Board Effectiveness Review” outlined above.
  • Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
    • This is part of the “Board Effectiveness Review” outlined above.
  • Promote a corporate culture that is based on ethical values and behaviours;
    • There are formalised policies covering areas such as anti-bribery and corruption, embargo compliance.
    • There is a company-wide “speak up” policy covering breaches or potential breaches of our business principles, unlawful conduct, financial malpractice or dangers to the public and the environment.
    • The importance of ethical value and behaviours is included in the regular staff meetings mentioned above.
  • Maintain governance structures and processes that are fit for purpose and support good decision-making by the board; and
    • In addition to the Board, that comprise two executive and two non-executive directors, the following sub-committees of the Board are in place, each having their own terms of reference and comprise solely of Non-Executive Directors of the Company, except for the Nomination Committee which includes the Chief Executive Officer:
      • Audit Committee whose main responsibilities are:
        • monitor and review reports from the Executive Directors, including the Group’s financial statements and Stock Exchange announcements;
        • monitor and review the Group’s systems of internal control;
        • review reports from the Group’s external auditors;
        • monitor any corporate governance and accounting developments;
        • monitor the Group’s bribery act compliance procedures;
        • consider and recommend to the Board the reappointment of the external auditor;
      • Remuneration Committee whose main responsibilities are reviewing remuneration arrangements for the Board and other senior employees of the Group and for providing general guidance on aspects of remuneration policy for the Group
      • Nomination Committee whose main responsibilities are the reviewing and recommending executive and Non-Executive Board appointments for the Group.
    • Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
      • The compliance with this principle has been addressed through regular meetings with investors and regular staff and other stakeholder meetings as outlined above.