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Barryroe Offshore Energy
Energy on our doorstep
Corporate Governance Statement
The Company is committed to high standards of corporate governance and recognises the role that good governance plays in delivering long-term growth in shareholder value. As such, the Directors have elected to adopt the QCA’s ten principles of Corporate Governance as a framework to communicate the company’s approach to good corporate governance.
Principle 1 : Establish a strategy and business model which promotes long-term value for shareholders
Barryroe Offshore Energy P.l.c. is an Irish upstream oil and gas company with appraisal and exploration interests, offshore Ireland. Operating for over 30 years, the Group has a well-established background in the Irish oil and gas sector, having worked closely with many major international companies including ExxonMobil, Repsol, Total, Eni, Petronas and Cairn Energy.
The Company’s core strategy is to complete the appraisal of the Barryroe field, with a view to its subsequent development.
A phased Barryroe development is expected to optimise field development returns by accelerating cash flow and progressively increasing reserves. The Group’s objectives are:
- Create value for stakeholders by completing the appraisal of Barryroe, transforming 2C resources into 2P reserves and thus facilitating a firm development project
- Progress a phased Barryroe development designed to generate early cashflow and manage development capex and risk
- Make investment decisions designed to maximise overall return and minimise overall risk
- Design and operate production facilities so as to minimise carbon emissions and comply with all relevant ESG requirements and guidelines.
Principle 2: Seek to understand and meet shareholder needs and expectations
Barryroe Offshore Energy has thousands of shareholders. There is regular communication with all shareholders via announcements, which are available on the Group’s website. The Group also receives regular market feedback from its brokers and advisors. Formal presentations are made at the time of the release of the annual results, half-year results and at the Annual General Meeting (AGM). The Group encourages communication with shareholders throughout the year and welcomes their participation at General Meetings. The Group’s website is www.barryroeoffshoreenergy.com. This website is regularly updated and provides an option for shareholders to subscribe for email alerts to ensures that they receive direct notice of all announcements from the Group. All Board members attend the AGM and are available to answer questions. The agenda of business to be conducted at the AGM includes a resolution to receive and consider the Annual Report and Accounts. The Board regards the AGM as a particularly important opportunity for shareholders, directors and management to meet and exchange views. Notice of the AGM together with the Annual Report & Accounts is sent to shareholders in accordance with the Constitution of the Company and details of the proxy votes for and against each resolution are announced after the result of the hand vote. The formal and informal engagement with shareholders as outlined above has proven to be a useful source of information and feedback in helping the Directors understand shareholders’ views, in turn, has played a key part in helping the Company in its long-term strategic planning. The primary points of contact for shareholders are the Chairman and the Interim Chief Executive.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group recognises it has a significant number of important stakeholders that are core to the successful execution of its strategy and that the Group’s success and performance in turn has an impact on these stakeholders. The list of stakeholders is non-exhaustive and includes Regulators, Shareholders, Employees, Contractors, Advisors, Partners and Service Suppliers. The directors and management promote a culture of open dialogue with all stakeholders. The directors are aware of the Group’s responsibilities to the communities within which Barryroe operates and as such, always strive to maintain a positive and beneficial dialogue with those communities. The environmental impact of the Company’s activities is carefully considered, and the maintenance of high environmental and safety standards is a priority.
Sustainable development
Barryroe Offshore Energy supports the Irish Government commitment to deliver a Carbon Neutral Ireland by 2050 and is assessing technology which, when integrated with Barryroe field development, supports a seamless energy transition process by:
- Actively working to improve Ireland’s energy security by developing indigenous sources of energy
- Supporting the use of domestically produced gas as the preferred transition fuel
- Reducing the carbon footprint associated with the development activities
- Using Irish resources in project development and implementation
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
Our management systems, organisational structures, processes, standards, code of conduct and behaviours together form a system of internal control that governs how we conduct the business of Barryroe Offshore Energy and manage all associated risks. These are reviewed periodically to ensure that they are fit for purpose.
Internal Control:
The directors have overall responsibility for the Group’s system of internal control to safeguard shareholders’ investments and the Group assets and have delegated responsibility for the implementation of this system to executive management. This system includes financial controls which enable the Board to meet its responsibilities for the integrity and accuracy of the Group’s accounting records. The board has established a process of compliance involving the board’s responsibility to maintain, review and report on all internal controls, financial and operational, and related risk management. Among the processes applied in reviewing the effectiveness of the system of internal controls are the following: budgets are prepared for approval by executive management and inclusion in a Group budget approved by the board. Expenditure is regularly compared to previously approved budgets. The board establishes risk policies, as appropriate, for implementation by executive management. All commitments for expenditure and payments are compared to previously approved budgets and are subject to approval by personnel designated by the board of directors or by the boards of subsidiary companies. Regular management meetings take place to review financial and operational activities. Cash flow forecasting is performed on an ongoing basis to ensure efficient use of cash resources. Regular financial results are submitted to and reviewed by the board of directors. The directors, through the Audit Committee, monitor the effectiveness of the Group’s system of internal financial control. A review of the effectiveness of the system of internal control is carried out annually. The board has considered the requirement for an internal audit function. Based on the scale of the Group’s operations and close involvement of the board, the directors have concluded that an internal audit function is not currently required.
Risk Management:
Currency Risk – The board reviews its annual Euro, Sterling and US dollar requirements by reference to bank forecasts and prevailing exchange rates and management is authorised to achieve best available rates in respect of each forecast currency requirements.
General Industry Risk – The Group’s business may be affected by the general risks associated with all companies in the oil and gas industry. These risks (the list of which is not exhaustive) include: general economic activity, the world oil and gas prices, the marketability of the hydrocarbons produced, action taken by other oil-producing nations and the extent of governmental regulation and taxation. All drilling to establish productive hydrocarbon reserves is inherently speculative and, therefore, a considerable amount of professional judgement is involved in the selection of any prospect for drilling. In addition, even when drilling successfully encounters oil and gas and a well is completed as a producing oil or gas well, unforeseeable operating problems may arise which render it uneconomical to produce such oil and natural gas. Estimates of potential resources include volumes that are undeveloped. These resources require further capital expenditure in order to bring them into production. No guarantee can be given as to the success of drilling programmes in which the Group has interests.
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
The board is made up of four Non-Executive Directors. The board composition is reviewed periodically to ensure that it is fit for purpose. All the directors bring independent judgement to bear on issues affecting the Group and all have full and timely access to information necessary to enable them to discharge their duties. The directors have a wide and varying array of experience relevant to the Group and the oil industry. The board agrees a schedule of regular meetings to be held in each calendar year and meets on other occasions as necessary. Meetings are normally held in Dublin and/or via Microsoft Teams. Board meetings were held on 38 occasions during 2021. An agenda and supporting documentation are circulated in advance of each meeting.
Director | Resignation Date | Board meeting attended/eligible | Renumeration Committee | Nomination Committee | Audit Committee |
James Menton | N/a | 21/21 | 0/0 | 2/2 | 2/2 |
Andrew Mackay | N/a | 37/38 | 0/0 | 2/2 | 3/3 |
Ann-Marie O’Sullivan | N/a | 15/15 | 0/0 | 0/0 | N/a |
Peter Newman | N/a | 15/15 | 0/0 | 0/0 | 1/1 |
Pat Plunkett | 22 July 2021 | 22/24 | 0/0 | 3/3 | 2/2 |
Alan Linn | 18 October 2021 | 30/30 | N/a | N/a | N/a |
There is an agreed list of matters which the Board has formally reserved to itself for decision, such as approval of the Group’s commercial strategy, trading and capital budgets, financial statements, board membership, acquisitions and disposals, major capital expenditure, risk management and treasury policies. Responsibility for certain matters is delegated to Board Committees. There is an agreed procedure for Directors to take independent legal advice. The Company Secretary is responsible for ensuring that Board procedures are followed, and all directors have direct access to the Company Secretary. All directors receive regular Group management financial statements and reports and full Board papers are sent to each director in sufficient time before Board meetings, and any further supporting papers and information are readily available to all directors on request. The chairman of each committee of the board is available to give a report on the committee’s proceedings at Board meetings if appropriate. The board has a process whereby each year every director will meet the Chairman to review the conduct of board meetings and the general corporate governance of the Group. Following a short period during which the position of Chief Executive was vacant, the Chairman (Mr. James Menton) has resumed a fully Non-Executive role. The board members consider their ability to act independently to be unaffected by participation in the Company’s shares or its options scheme. Each year, one third of the directors retire from the board by rotation and every Director is subject to this rule. Effectively, therefore, each Director will retire by rotation within each three-year period.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
Full biographies for each individual Director can be seen here.
At the current stage of the Group’s development, the Board is satisfied that collectively it has sufficiently broad range of technical, financial, communications and risk management experience to ensure that the company is equipped to deliver its strategy. The Board keeps under review its composition to ensure that it has the skill and depth appropriate to the opportunities and challenges it faces.
All appropriate resources (external and internal) that Directors may require to augment, improve and keep their skill set current will be made available to them as needed.
The directors also have access to the Company’s Nomad, legal advisors, tax advisors and auditors and seek advice from other technical professionals as appropriate.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Evaluation of the Board, the committees and individual Directors is undertaken annually by way of discussions, both individually and collectively, between the Chair and each of the other directors to assess the effectiveness and performance of the Board and the contributions made by each director. All issues highlighted in board evaluations are considered by the board and form an integral part of the broad spectrum of feedback the board considers in the evolution of the Company’s strategy and long-term planning.
The board ensures that appropriate processes and systems are in place to support succession planning both at board level and for the executive management of the Company.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board has designed and implemented a code of business ethics which sets out formally the ethics and values we, as a team, wish to adhere to. Our code of business ethics is based on our values and sets clear expectations for how we operate and interact with all stakeholders. It applies to all Barryroe employees, contractors and board members.
Employees, contractors or other third parties who have a question about our code of business ethics or see something that they feel is inappropriate can raise these issues directly with Barryroe or where appropriate, the relevant authorities. We take steps to identify and correct areas of non-compliance and will take further action as appropriate.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board is made up of four Non-Executive Directors, all of whom are independent of management.
Board Committees
The Board has implemented an effective committee structure to assist in the discharge of its responsibilities. All committees of the board have written terms of reference dealing with their authority and duties. Membership of the Audit, Remuneration and Nomination Committees is comprised exclusively of Non- Executive Directors. The Company Secretary acts as secretary to each of these committees.
Audit Committee – The Audit Committee reviews the accounting principles, policies and practices adopted in the preparation of the interim and annual financial statements and discusses with the Group’s Auditors the results and scope of the audit. It also reviews the scope and performance of the Group’s internal finance function and the effectiveness and independence of the external Auditors. The external Auditors are invited to attend the Audit Committee meetings, and the Chief Financial Officer also attends. The external auditors have the opportunity to meet with the members of the Audit Committee alone at least once a year. The Audit Committee comprises two Non-Executive Directors and is chaired by Peter Newman. The partner responsible for the external Audit is changed every 5 years to ensure auditor independence.
Remuneration Committee – The Remuneration Committee comprises the Non-Executive Directors and is chaired by Andrew Mackay. Emoluments of Executive Directors and senior management are determined by the Remuneration Committee. In the course of each financial year the Remuneration Committee determines basic salaries as well as the parameters for any possible bonus payments. The Remuneration Committee applies the same philosophy in determining Executive Directors’ remuneration as is applied in respect of all employees. The underlying objective is to ensure that individuals are appropriately rewarded relative to their responsibility, experience and value to the Group. The Remuneration Committee is mindful of the need to ensure that, in a competitive environment, the Group can attract, retain and motivate executives who can perform to the highest levels of expectation. Annual bonuses, if any, are determined by the Remuneration Committee on the basis of objective assessments based on the Group’s performance during the year in terms of key financial indicators, as well as a qualitative assessment of the individual’s performance.
Nomination Committee – The Nomination Committee comprises the Non-Executive Directors. The Nomination Committee, which is chaired by Ms. Ann-Marie O’Sullivan, formally agrees criteria for new Non-Executive Director appointments, including experience of the industry in which the Group operates and professional background.
Related party contracts
Each of Ann-Marie O’Sullivan and Andrew Mackay has an interest in one of two related party contracts for services to the Group. There are no other related party relationships with the Group.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Shareholders
There is regular communication with the institutional shareholders and presentations, where appropriate, are made at the time of the release of the annual and interim results. The Company encourages communication with private shareholders throughout the year and welcomes their participation at general meetings. The Group’s website is www.barryroeoffshoreenergy.com which is regularly updated. All Board members attend the Annual General Meeting and are available to answer questions.
Substantial shareholdings
So far as the board is aware, no person or company, other than those mentioned in the link below, held 3% or more of the ordinary share capital of the Company as at 30 June 2022.
Please read more about this section here.
Annual Reports & Accounts are available here.
Notifications of AGM’s are available here.
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Dublin Office
Paramount Court, Corrig Road,
Sandyford Business Park
Dublin 18
D18 R9C7
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