%203.png){kind=small}
As a Group listed on AQSE, the Group is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to ensuring that appropriate standards of corporate governance are maintained, so far as is appropriate given the Group’s current stage of development, the size and composition of the board and available resources.
On 13 November 2023, the QCA published the latest version of its corporate governance code aimed at 'UK Growth companies'. The 2023 Code applies to financial years beginning on or after 1 April 2024, meaning the Company’s first required year of compliance is the financial year being reported. The adoption of the 2023 Code is as outlined below.
The Group is committed to exploring all viable avenues to creating shareholder value primarily through investment in renewable energy development. Currently, the Group is pursuing UK onshore oil and gas projects, namely the Horse Hill project, while also advancing its proprietary wind-based green hydrogen technology through the development of a wind turbine prototype. The Group has a clear business strategy and is making significant progress towards its goals.
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group as a whole which in turn will impact the Group’s performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that consultants or other representatives behave. The corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by Directors, consultants and representatives alike throughout the entire organisation. The Group strives to achieve and maintain an open and respectful dialogue with representatives, regulators and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through everything that the Group does. The Directors are focused on ensuring that the Group maintains an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Group has adopted, a code for Directors' dealings in securities which is appropriate for a company whose securities are traded and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016. Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery and corruption and has recently put an anti-bribery and corruption policy in place to protect the Group, its employees and those third parties to which the business engages with.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. They will be encouraged to attend the AGM, and the Group is actively looking to increase its online presence to give a more accurate depiction of the operations of the Group.
The Board recognises that the long-term success of the Group is reliant upon open communication with its internal and external stakeholders: investee companies, shareholders, employees, contractors, regulators and other stakeholders. The Group has created close ongoing relationships with a broad range of its stakeholders and will ensure that it provides them with regular opportunities to raise issues and provide feedback to the Group. Impact of operations on the community and environment The Company is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. The Directors are aware that the environmental impact of the Group will continue to increase however currently and for the foreseeable future the environmental impact is infinitesimal. Until the Group is able to enter into the commercial production phase of any of its prototypes than any environmental impact will remain materially insignificant. The Board recognises the growing focus on climate-related disclosures and environmental governance in UK markets. While the Company, as an AQSE Growth Market issuer, is not subject to the FCA’s Listing Rules on climate reporting, the Board will continue to monitor developments in this area and consider proportionate disclosures as appropriate to the business.
The Board is responsible for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the risks faced by the Group. It is in the process of establishing a framework of internal financial controls to address financial risk and regularly reviews the non-financial risks to ensure all exposures are adequately managed. The Group maintains appropriate insurance cover in respect of legal actions against the Directors. The principal risks and uncertainties are as set out in the Strategic Report.
Financial controls have been established so as to provide safeguards against unauthorised use or disposition of the assets, to maintain proper accounting records and to provide reliable financial information for internal use.
Key financial controls include:
• a schedule of matters reserved for the approval of the Board;
• evaluation, approval procedures and risk assessment for acquisitions; and
• close involvement of the Directors in the day-to-day operational matters of the Group.
• Involvement of independent contractors to oversee transactions and other business matters.
The Group has re-appointed Edwards Veeder as auditors to the Group. The Board will meet with the auditor at least once a year to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and objectivity and the effectiveness of the audit process. It also considers the nature and extent of the nonaudit services supplied by the auditor reviewing the ratio of audit to non-audit fees and ensures that an appropriate relationship is maintained between the Group and its external auditor. The Group has a policy of controlling the provision of non-audit services by the external auditor in order that their objectivity and independence are safeguarded. As part of the decision to recommend the appointment of the external auditor, the Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor and considers whether there should be a full tender process. The Companies auditors currently remain within the ethical permitted amounts and there have not been any breaches. There are no contractual obligations restricting the board’s choice of external auditor.
The Board intends to maintain a balance of executives and non-executive directors. Currently, there are two executives, including one independent non-executive director. The QCA code requires independent non-executive Directors to make up at least half of the Board. Due to various recent changes within the Company, this has been challenging to maintain. However, the Board is committed to recruiting and retaining experienced non-executive Directors to restore an appropriate balance to the Board, in line with the requirements of the QCA Code.
The board composition and the complimentary skills of the executive team are regularly reviewed to ensure the most efficient team to take the Group forward. There are no mandatory hours for Directors to be available for the business of the Group; however, over the year they have evidenced their willingness to meet whenever necessary.
The Group believes that the Directors have wide-ranging experience with which they can suitably run and advise the Group on executing its business strategy. They also have an extensive network of relationships that enables them to reach key decision-makers and help achieve their strategy. Overall, the Board has a well-balanced skill set to effectively manage the Group as they look to realise their goals.
Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed.
No remuneration committee has been established, with all matters to be considered by the Board as a whole. The Board determines the level and structure of remuneration for both Directors and key management personnel, including terms of service and the grant of share options, with due regard to the interests of shareholders and the long-term success of the Company. The Board is committed to ensuring that remuneration arrangements are simple, transparent, and aligned with the Company’s strategic objectives and shareholder values. The Company does not currently award performance-related pay to Non-Executive Directors, and any future consideration of such will be subject to prior shareholder consultation.
Given the Company's size, the Board will not undertake binding votes on remuneration policy; however, it remains committed to maintaining transparent dialogue with shareholders on all material remuneration matters.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in compliance with regulations applicable to companies quoted on the AQUIS growth segment. All shareholders are encouraged to attend the Company's Annual General Meeting where they will be given the opportunity to interact with the Directors. Investors also have access to current information on the Group through its website, [ADD NEW WEBSITE LINK].
The Board takes feedback from a wide range of shareholders (large and small) and endeavours at every opportunity to proactively engage with all shareholders and engage with any specific shareholders in response to particular queries they may have from time to time. The Board considers that its key decisions during the year have impacted equally on all members of the Group.
The Group uses a regulatory news service and its corporate website [ADD NEW WEBSITE LINK] to ensure that the latest announcements, press releases and published financial information are available to all shareholders and other interested parties.
The Annual General Meeting is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the Annual Report and Financial Statements. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution after it has been dealt with by a show of hands.
Registered office: 6 Heddon Street, London, W1B 4BT
energy B plc is incorporated in England and Wales with registration number 13508782. Our main country of operation is the UK.
neil@nrgbtc.com
