Wentworth Resources plc

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The Wentworth Resources plc Board recognises its responsibility towards good and competent corporate governance.

The Board is aligned in promoting long-term shareholder value and as such has adopted the Quoted Companies’ Alliance Corporate Governance Code (QCA Code). The Board feels that the QCA Code is appropriate to allow Wentworth Resources plc to fulfil its obligations to stakeholders.

The ten principles that form the QCA Code are outlined below, with commentary on how Wentworth Resources plc complies with each:

Establish a strategy and business model which promotes long-term value for all shareholders

The Company is focused on the delivery of long-term sustained shareholder value and growth through both its core Tanzanian Mnazi Bay producing gas asset and through a focused M&A growth strategy.

The Group’s strategy can be found in the Strategic Report contained in the Annual Report and on our website here.

Seek to understand and meet shareholder needs and expectations

The Company seeks an open and transparent dialogue with shareholders with the desire to hear shareholders views on the performance of the Company and to understand shareholders objectives and expectations.

All Directors are available at the AGM to take shareholder questions and the Directors will host a shareholder presentation on the Investor Meet Company platform at that time to enable greater access for all shareholders.

Investor roadshow meetings are conducted after the Full Year and Interim results and both institutional and retail briefings are held. The Executive Director is available throughout the year to shareholders and holds ad hoc face-to-face, video and phone meetings.

Shareholder feedback is frequently discussed at Board meetings.

Katherine Roe, CEO, can be contacted on katherine.roe@wentplc.com.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Wentworth is focused on enabling Tanzania’s energy transformation working with our partners to deliver over 50% of the country’s power generation.

In pursuing our business objectives, the Company is committed to delivering lasting benefit to the local communities where we work as well as protecting the environments in which we operate.

We will shortly be publishing our inaugural sustainability report which will be made available on our website.

Full details of our approach to corporate responsibility can be found here.

The Company supports the Wentworth Africa Foundation registered in the UK and Tanzania and contributes annual donations. Full details of the Wentworth Africa Foundation can be found here.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Group risk register is maintained by the Executive Director.

Details of Wentworth’s internal control and approach to risk management can be found in the Business risk section and in the Chairman’s Corporate Governance statement of the Annual Report.

Maintain the Board as a well-functioning, balanced team led by the Chair

The Board is led by our Chairman, Bob McBean and includes three independent non-executive Directors and one Executive Director, Katherine Roe the CEO.

The Board has five scheduled meetings a year and additional ad-hoc meetings as required.

Full details of the functioning of the Board can be found in the Chairman’s Corporate Governance statement in the Annual Report.

Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

Board appointments are carefully considered and appointments made because of the skills and experience they offer as well as their personal qualities and capabilities. Full details of each Board member and their relevant experience, skills and personal qualities are set out in the Annual Report.

The Directors receive updates from the Company Secretary in relation to corporate governance matters.

Each Director takes responsibility for maintaining his or her own skill set which includes roles and experience with other boards and organisations.

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Nominations Committee is responsible for evaluation of the Board and its Committees. Board performance is considered good following an informal internal review of the skills on the Board including a review of sector, financial and public markets experience as well as consideration of the personal qualities of each board member.

The internal review of Board skills will inform the search criteria for any new appointments to the Board.

The Remuneration Committee assess the performance of the Executive Director against set KPIs determined at the beginning of the financial year.

Succession planning is considered by the Nominations Committee who make recommendations to the Board regarding Board composition and succession planning.

Promote a corporate culture that is based on ethical values and behaviours

Our core values of respect, integrity, honesty and transparency are embedded in our organisation and underpin everything that we do. We are committed to delivering success in a safe and responsible environment and we have increased our focus on our ESG responsibilities over the last 12 months.

The Company’s Code of Ethics and Business Conduct policy sets out the standards of behaviour expected for all our staff and consultants who work with us.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

We are continually seeking to improve our governance framework and strive to be a leading light in our sector regarding our approach to ESG. 

The Chairman leads the Board exemplifying our core values and Company culture. The Role of the Chairman is set out here.

The CEO is responsible for leading the Company and managing the Group’s overall operations and resources as well as implementing the Group’s strategy.

The Senior Independent Director is available to shareholders or any of the directors or employees of the Company who have concerns which cannot be addressed through normal channels. Any reports from the Company’s whistleblowing hotline, which is operated by an independent third party, come to the SID.

Audit Committee

The Audit Committee’s primary purpose is to review and report on the integrity of the consolidated financial statements and to monitor the Company’s internal control arrangements including compliance with Group policies and procedures and its risk evaluation statements. The terms of reference for the Audit Committee can be found here.

Iain McLaren is the Chairman of the Audit Committee: Tim Bushell and John Bentley are members of the Committee. 

Remuneration Committee

The Remuneration Committee ensures executive remuneration is structured to align the performance of the Executive with the expectations of the Company’s stakeholders. It is also responsible for ensuring remuneration of non-executive directors is appropriate and proportionate. The terms of reference for the Remuneration Committee can be found here.

Tim Bushell is the Chairman of the Remuneration Committee: Iain McLaren and John Bentley are members of the Committee. 

Nominations Committee

The Nominations Committee reviews Board composition considering size, composition and balance of skills, experience and personal qualities in place and any areas which need strengthening. The Committee considers succession planning for Board directors and leads any Board recruitment process, including the appointment of search agents. The terms of reference for the Nominations Committee can be found here.

John Bentley is the Chairman of the Nominations Committee: Iain McLaren, Tim Bushell and Bob McBean are members of the Committee.

The Board has adopted a formal written schedule of matters reserved for its review and approval which can be found here.

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Reports of each Board Committee can be found in the Annual Report.

Proxy votes received in respect of the resolutions proposed at the Company’s 2020 AGM can be found here.

At the 2020 AGM the Company received a significant vote against Resolution 6 (ordinary resolution giving the directors authority to allot shares) and Resolution 7 (special resolution dis-applying pre-emption rights over shares equal to 5% of its issued ordinary share capital). The votes were largely attributable to one shareholder and the CEO and Company Secretary had previously engaged in a dialogue with that shareholder and had reduced the number of shares over which the Company was seeking to dis-apply pre-emption rights in order to reach an accord. Unfortunately the shareholder was still not able to support these resolutions and we will continue dialogue with our institutional shareholders regarding these authorities.

The Company’s Annual Report and Accounts for the previous 5 years can be found here. The Company’s Memorandum and Articles of Association can be found here.

The following areas have been identified by the Company as areas of non-compliance with the QCA Code

Whilst the Company was a Canadian domiciled Company both Bob McBean and John Bentley were granted stock options over ordinary shares in the capital of the Company at various different strike prices. The options remain valid. No further options will be granted to Bob McBean or John Bentley and they will not participate in the Company’s LTIP.

The Board, other than the Executive Director, are not currently assessed against clear and relevant objective criteria and no formal evaluation process is undertaken.