Charter of the Board of Directors of Addax Petroleum Corporation
Mission Statement
The Board of Directors (the “Board”) of Addax Petroleum Corporation (the “Company”) has adopted this Charter to assist the Board in fulfilling its obligations to all stakeholders.
Composition
The Board shall consist of as many Directors as the Board shall determine from time to time but in any event, not fewer than six and not more than eleven, a majority of which shall be independent as defined by applicable law.
Chair
The Board following each Annual General Meeting of the Company shall designate the Chair of the Board. The initial Chair of the Board shall be Peter Dey. If the Chair is not present at a meeting of the Board, the members of the Board may designate an interim Chair for the meeting by majority vote of the members present.
Meetings
The Chair of the Board, in consultation with the Board members, shall determine the schedule and frequency of the Board meetings provided that the Board will meet at least four times in each fiscal year and at least once in every fiscal quarter. The Board shall convene additional meetings, as circumstances require. The Corporate Secretary of the Company shall be the Secretary of the meetings.
Where possible, agendas for meetings of the Board shall be developed by the Chair of the Board in consultation with management and the Secretary, and shall be circulated to Board members as far in advance of each Board meeting as is reasonable.
The Board shall meet separately at each meeting without management including any member of management who is a Director.
Decisions or recommendations of the Board shall be evidenced by resolutions passed at meetings of the Board and recorded in the minutes of such meetings or by an instrument in writing signed by all members of the Board entitled to vote on that resolution. A copy of the draft minutes of each meeting of the Board and any written resolutions evidencing decisions or recommendations of the Board shall be transmitted promptly by the Secretary to each member for adoption at the next meeting
Resources and Authority
Each Director shall have the authority, subject to the prior approval of the Corporate Governance, Nominating and Compensation Committee (“CGNCC”), to engage outside consultants, independent legal counsel and other advisors and experts as he or she determines necessary to carry out his or her duties. The Company shall reimburse the Director such amounts as may be agreed by the CGNCC.
Responsibilities
The principal responsibility of the Board is to assume a stewardship role in respect of the business and affairs of the Company. In this capacity it is the responsibility of the Board to oversee the Officers of the Corporation who are responsible for the management of the Company.
In discharging its stewardship responsibilities, the Board shall in particular:
- oversee the preparation and implementation of the Company’s strategic plan, its annual work programme and budget and all major capital investment proposals;
- monitor the effectiveness of managements’ Health, Safety and Environmental processes and procedures and ensure that the Company is fully compliant in respect of its obligations in these areas;
- have a full understanding of the principal business risks associated with the Company’s operations and ensure that management adopts appropriate risk management systems and internal financial controls;
- appoint the CEO and other officers of the Company and monitor their performance to ensure the Company’s objectives are met;
- monitor the key personnel succession plans;
- ensure that the Company has an effective shareholder communications programme which communicates with shareholders and can enable feedback from shareholders;
- appoint such Committees as are required by law or deemed advisable by the Board in order to assist the Board in carrying out its responsibilities. Where necessary or desirable such committees shall be comprised of independent directors or a majority of them;
- Comply with the Company’s By-Laws and all legal requirements, whether statutory or otherwise, which apply to Directors of publicly quoted companies.
Limitation on the Oversight Role of the Board
Each member of the Board shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Company from whom he or she receives financial and other information, and the accuracy of the information provided to the Company by such persons or organizations.