GOVERNANCE Heritage Petroleum Company Limited and our Board of Directors are committed to implementing sound and transparent corporate governance principles that strengthen accountability, oversight, and alignment with our key stakeholders. Our corporate governance efforts are highly focused on effectively managing risk and preserving long-term, sustainable value for the benefit of our shareholders, our employees, and the broader ecosystem in which we operate. Our corporate governance framework is guided by our Certificate of Incorporation, Bye-Laws, Board Committee Charters, Code of Ethics, Ethics and Compliance Charter, and other relevant policies. In addition to these governing documents, which are publicly available on our investor website, more information pertaining to corporate governance can be found in Energy Recovery’s 2020 Proxy Statement. Role of the Board of Directors Among its primary responsibilities, the Board oversees our strategic and business planning processes, monitors corporate performance and assesses the integrity and effectiveness of our internal controls, legal procedures, ethics, and compliance programmes. Beyond these core responsibilities, the Board is also responsible for establishing and maintaining the most effective leadership structure for the company, as well as overseeing the Executive Leadership Team.
50
Heritage ESG Report 2020 - 2021
The roles of the Chairman of the Board and the Chief Executive Officer (CEO) are separate, with the Chairman’s role being filled by an independent director, appointed by the state. This structure affords independent Board leadership while allowing the CEO to focus on the company’s business and operations. Nevertheless, the Board also believes it is both appropriate and strategic to retain discretion and flexibility to occasionally alter its structure to ensure optimal leadership of the company. The Board regularly reviews the skills and experience required to properly oversee the interests of the company and its stakeholders. Our Board believes that the directors and executive officers have the appropriate mix of expertise, experience, skills, qualifications, and attributes necessary to effectively lead the company. Heritage Petroleum Company Limited (Heritage) Board Members: Michael A.A. Quamina (Chairman), Reynold Ajodhasingh (Deputy Chairman), Vincent Bartholomew, Peter Clarke, Newman George, Joel Harding, Selwyn Lashley, George LeonardLewis, Reza Salim, Ryan Toby. All members are non-executive, independent and generally have a two-year tenure that is renewable by Corporation Sole under the Ministry of Finance. Under the State Enterprises Performance Monitoring Manual, Board members have an annual performance appraisal report.
Board Composition Our Board and its five sub-committees provide guidance and oversight for the company. Each committee has adopted formal charters that describe in detail their purpose, organisational structure, and key responsibilities. Our directors bring diverse skills and experiences to the Board, including executive management, leadership, finance, financial reporting, manufacturing, engineering, technology, product commercialisation, expertise in the oil and gas industry and risk management. The Board strongly believes that the current mix of directors provides the company with an appropriate balance of knowledge, experience, and capability, allowing us to leverage institutional experience and knowledge in addition to new viewpoints and ideas.
