Authorised Share Capital - £30,000,000 divided into 600,000,000 ordinary 5 pence shares

 

Issued Share Capital - 318,366,876 ordinary shares of 5 pence each

 

Registered Office

              Lansdowne House

              57 Berkeley Square

              London  W1J 6ER

              United Kingdom

 

Companies on the Alternative Investment Market of the London Stock Exchange are not required to comply with the Combined Code and due to the size of the Company, Regal Petroleum is not in full compliance.

 

The Board of Regal Petroleum consists of a chairman, three executive directors and four non-executive directors. The composition of the Board ensures that no one individual or group dominates the decision making process.

 

The Board is responsible to the shareholders for setting the direction of the Company through the establishment of strategic objectives and key policies. The Board meets on a regular basis and considers issues of strategic direction, approves major capital expenditure, appoints and monitors senior management and any other matters having a material effect on Regal Petroleum. Presentations are made to the Board by senior management on the activities of operations and both executive and non-executive directors undertake regular visits to the Company's operations.

 

All directors have access to management, including the Company Secretary, and to the information that is needed to carry out their duties and responsibilities fully and effectively.

 

Furthermore, all directors are entitled to seek independent professional advice concerning the affairs of Regal Petroleum at its expense. All directors are subject to election by shareholders at the first opportunity following their appointment. In addition, directors will retire by rotation and stand for re-election by shareholders at least once every three years in accordance with Regal Petroleum's Articles of Association.

 

The chairman and a non-executive director are interested in ordinary shares and all non-executive directors hold options in respect to ordinary shares. The Company does not consider that these interests, which serve to align their interests with shareholders generally, adversely affect their independence as non-executive directors.

 

Remuneration Committee

 

The Remuneration Committee, comprising solely of independent non-executive directors and the chairman, who is considered to be independent for this role, is responsible for establishing and developing Regal Petroleum's general policy on executive and senior management remuneration and determining specific remuneration packages for executive directors.

 

The Remuneration Committee presently comprises: Keith Henry (committee chairman), Adrian Coates and Alastair Graham.

 

Audit Committee

 

The Audit Committee, comprising solely of independent non-executive directors and the chairman, who is considered to be independent for this role, meets not less than twice a year and considers the Company's financial reporting (including accounting policies) and internal financial controls.

 

Meetings are normally attended, by invitation, by the Finance Director and a representative of the Company's Auditors.

 

The Audit Committee presently comprises:  Adrian Coates (committee chairman), Keith Henry and Alastair Graham.

 

Nomination Committee

 

The directors do not consider that, given the size of the Board, it is appropriate to have a Nomination Committee. The appropriateness of such a committee will, however, be kept under regular review by the Board.

 

Internal Controls

 

The directors are responsible for the Group's system of internal control and reviewing its effectiveness. Any such system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

 

Internal controls and business risks are monitored through regular Board meetings.

 

Communication with Shareholders

 

The Board recognises that it is accountable to shareholders for the performance and activities of the Group.

 

The annual meetings of Regal Petroleum provide an opportunity for the directors to present to the shareholders a report on current operations and developments and enable the shareholders to express their views about the Company's business.

 

The annual report together with other information about the Group is available on this, the Group's, internet website.