Corporate Governance
Corporate Governance Statement
The Board of Directors has adopted a Statement of Principles, which identifies how the board will oversee the company and its operations. The key role of the Board is to direct management with a view to optimising Quantum's performance and to increase shareholder wealth by:
- Providing strategic direction and adopting a corporate strategy;
- Identifying the principal risks of QEL's businesses;
- Monitoring the conduct and performance of QEL and of senior management;
- Appointing and appraising the Managing Director and ensuring that there are adequate plans and procedures for succession planning; and
- Ensuring that appropriate procedures are in place so that the business of QEL is conducted in an honest, open and ethical manner.
The Board is composed of two non-executive Directors and the Managing Director. Shareholder approval is required on the composition of the Board.
Non-executive members have the right to seek independent professional advice in the furtherance of their duties as Directors at the Company's expense, with the approval of the Chairman. All other Directors would receive a copy of any such advice received.
The management of Quantum is to be conducted under the supervision of the Managing Director as designated by the Board, and by officers and employees to whom the management function is properly delegated by the Managing Director.
Procedures are in place for Director's dealing in relation to financial or other company matters, including company contracts, company announcements, legal issues, communication with staff and dealings in shares.
The Board members have in place internal procedures to ensure asset movements and expenditures are approved by at least two directors and that the Chairman is aware at all times of any major activity.
Nomination for external auditor is by invitation and the Board considers directly the existing audit scope and quality.
Audit Committee
Quantum Energy Limited has an audit committee consisting of the Chairman and other Directors.
The role of the Committee is to assist the Board in fulfilling its responsibilities in relation to the Company's corporate governance framework, the identification of areas of significant business risks and the monitoring of:
- Adherence to the Company's Statement of Corporate Governance Principles;
- Effective management of business risks;
- Compliance with laws and regulations;
- Business dealings, in particular related party transactions;
- Oversee the existence and maintenance of internal controls and accounting software;
- Oversee the financial reporting process;
- Nominate external auditors; and
- Review the external audit arrangements.
Remuneration Committee
Quantum Energy Limited had a remuneration committee consisting of the Chairman and other Directors.
The committee's responsibilities are to:
- Review and advise the Board annually on the components of remuneration for the Managing Director and executives reporting directly to the Managing Director;
- Review management's recommendations and advise the Board on employee participation schemes, including executive share and share option plans and employee share plans.