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Corporate Governance, Responsibilities of the Members of the Board of Directors and Details of Committees
Despite Infinity Energy SA no longer being listed on AIM, the Company recognises the importance of sound corporate governance and observes the main provisions of the Combined Code insofar as they are appropriate in light of the Company’s size, stage of development and resources. There is no comparable code in Luxembourg.
The Directors recognise their duty of due care in the management and administration of the Company. The role of the Board is to determine the Company’s strategy and monitor performance and achievement of its business objectives. The independent non-executive Directors are considered by the Board to be independent of management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgement. Directors have the facility to take external independent advice in furtherance of their duties, at the Company’s expense.
The Directors are required to prepare financial statements, which give a true and fair view of the state of the Company’s financial position as at the end of the period and of the Company’s profit/loss for the year. The Directors have responsibility for ensuring that proper accounting records are kept which disclose with reasonable accuracy the financial position of the Company. They have a duty of care and general responsibility to implement internal controls to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
On listing, the Board will formally establish an Audit and Market Compliance Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities.
Audit and Market Compliance Committee
The Committee shall monitor the integrity of the financial statements of the company, including its annual and half yearly reports, interim management statements, preliminary results’ announcements and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain. The Committee will also undertake duties pertaining to market compliance.
The role of the Committee is to assist the Board to fulfil its responsibility to shareholders to ensure that remuneration policy and practices of the Company reward fairly and responsibly, with a clear link to corporate and individual performance, having regard to statutory and regulatory requirements.
The Nomination Committee is responsible for reviewing the make up of the Board as well as the Committees and the skills and experience of each Board or Committee member.
The Directors are responsible for maintaining a sound and effective system of internal financial and operational controls and work closely with their Accountants in this respect. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company’s system is designed to provide reasonable assurance that significant errors and irregularities are identified on a timely basis and dealt with appropriately.
In carrying out their responsibility, the Directors have put in place a framework of financial budgetary controls to ensure as far as possible that on-going financial performance is monitored in a timely manner, that corrective action is taken and that risk is identified as early as practically possible. The Board, subject to delegated authority, reviews capital investment, sales and purchase, additional borrowing facilities, guarantees and insurance arrangements.
Country of Incorporation
Infinity Energy SA is a Luxembourg company, accordingly, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
As the Company is incorporated outside of the UK the City Code on Takeovers and Mergers does not apply to the Company and the shareholders of the Company will not be offered any protections under that Code.
Broker & Financial Adviser
Peterhouse Capital Limited
15 Eldon Street
Broomfield & Alexander
Lime Tree Court
Cardiff Gate Business Park
Baker Tilly Osiris Sarl
37 Rue de Scillas
Aerogolf Block A
1, Rue Heienhaff
15, Boulevard Friedrich Wilhelm Raiffeisen
Computershare Investor Services Plc
P O Box 82,
Bristol BS99 7NH