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Governance
The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Directors have decided that the Company will, from Admission, adopt the QCA Code.
The Board comprises 5 executive directors and 2 non-executive directors, reflecting a blend of different skills, experiences and backgrounds. Gregg Peters and Keith Spickelmeir are considered to be independent for the purposes of the QCA Code.
The Company’s schedule of matters reserved for the Board provides that the Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Company will hold Board meetings every two months and at other times as and when required.
The Company will hold regular Board meetings and the Board will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Company has established the Remuneration Committee and the Audit Committee with formally delegated duties and responsibilities and has adopted a Disclosure Committee, a share dealing code and an anti-bribery and corruption policy:
Audit Committee
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. Under its terms of reference, it is required to meet at least twice a year, at which the executive Directors may attend by invitation, and is responsible for keeping under review the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditors. It also has responsibility for matters of risk, for public reporting and internal controls and for arrangements whereby employees may raise matters of concern in confidence. The Audit Committee is chaired by Ryan Neates and its other members are David Minchin and Keith Spickelmeir, both of whom are deemed to have recent and relevant financial expertise.
Remuneration Committee
The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, it is required to meet at least twice a year and is responsible for ensuring that the executive Directors, officers and other key employees are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group. The Remuneration Committee is chaired by David Minchin and its other members are Ryan Neates and Gregg Peters.
Nomination Commitee
The Nomination Committee will review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes; as well as succession planning and Board performance evaluation. Under its terms of reference, it is required to meet at least twice a year and is responsible for reviewing the general composition of the Board. The Nomination Committee is chaired by Bo Sears and its other members are Ryan Neates and Keith Spickelmier.
QCA Principles
The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business. These principles are:
- Establish a purpose, strategy and business model which promote long-term value for shareholders ;
- Promote a corporate culture that is based on ethical values and behaviours;
- Seek to understand and meet shareholder needs and expectations ;
- Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success ;
- Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation ;
- Establish and maintain the board as a well-functioning, balanced team led by the chair ;
- Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities;
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement ;
- Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture ; and
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
Here follows a short explanation of how the Company applies each of the principles:
Business Model and Strategy
The Group’s purpose is the commercialization of Helium production. The Group has a portfolio of licences and licence applications in Montana and a clear strategy of exploring and developing these opportunities.
Corporate Culture
The Board strives to promote a corporate culture based on sound ethical values and behaviours. To that end, the Group has adopted a strict bribery and anti-corruption policy and whistle-blowing policy. The executive directors ensure that all stakeholders are aware of, and comply with, this policy.
The Group has also adopted a code for directors’ and employees’ dealings in securities, which is appropriate for a company whose securities are traded on AIM. The code is in accordance with the requirements of the Market Abuse Regulation that came into effect in 2016.
The Board is also aware that the tone and culture that it sets will greatly impact all aspects of the Group and the way that employees behave, as well as the achievement of corporate objectives. A significant part of the Group’s activities is centered upon an open dialogue with shareholders, employees and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives
Shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Direct communication with shareholders is achieved primarily through the timely release of regulatory news, via a regulatory information service, which can be accessed through various channels, including the London Stock Exchange website and the Company website.
The AGM is also a key part of the Company’s investor relations strategy and shareholders are encouraged to participate, particularly private investors who have the opportunity to ask questions
and raise issues, either formally during the meeting or informally with directors following conclusion of business.
Considering wider stakeholder, environmental and social responsibilities
The Board recognises that the long-term success of the Group is reliant upon open communication with its internal and external stakeholders: investee companies, shareholders, contractors, suppliers, regulators and other stakeholders. The Group is also aware of the need to maintain the highest environmental standards given the nature of the industry it operates in. The Group is in the process of establishing new close ongoing relationships with a broad range of its stakeholders and will ensure that it provides them with regular opportunities to raise issues and provide feedback to the Group. The Group is committed to delivering lasting benefit to the local communities and environments where we work as well as to our shareholders, employees and contractors however given the current size of operations it is impracticable for the Group to publish details of its carbon footprint. The Group will review their reporting disclosure on an annual basis.
Risk Management
The Board is responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and manage the significant risks faced by the Group. It has an established framework of internal financial controls to address financial risk and is regularly reviewing the non-financial risks to ensure all exposures are adequately managed. The Group maintains appropriate insurance cover in respect of legal actions against the Directors as well as against material loss or claims against the Group. The principal risks and uncertainties are as set out in Appendix P An internal audit function is not considered necessary or practical due to the size of the Company and the close control exercised by the Board as a whole.
Establish and maintain a balanced board of directors
The Board currently consists of three Executive and two Non-executive directors, The Company believes that the Directors have wide ranging experience working for/and/or advising businesses operating within the natural resources sector. They also have an extensive network of relationships to reach key decision-makers to help achieve their strategy.
The Board recognises that it currently does not have a female Director and is aware, that as it grows, it will look to recruit and develop a diverse and more gender-balanced team.
Biographies of the Board are included in the Corporate Governance section of this report.
Appropriate Skills and Experience of the Directors and Maintenance of Governance Structures and Processes
There is no formal process to keep Directors’ skill sets up-to-date given their wealth of experience. However, the Company’s lawyers, auditors, Company Secretary and Nominated Adviser provide regular updates on governance, financial reporting and AIM Listing rules and the Board is able to obtain advice from other external bodies when necessary.
The Chairman leads the Board, ensuring good corporate governance is embedded in everything the Company does, and defines the Company’s culture. He is responsible for the management, development and effective performance of the Board.
The Senior Independent Non-Executive Director is available to any shareholder or any of the directors or employees of the Company who have concerns which cannot be addressed through normal channels.
As Chief Executive Officer, Bo Sears is responsible for proposing the strategic focus and direction to the Board, implementing the strategy once it has been approved as well as managing the group’s overall operations and resources, acting as the main point of communication between the Board of Directors and corporate operations and demonstrating the Company’s culture on a day-to-day basis.
The Chief Financial Officer has specific areas of responsibility, with regards providing leadership, direction and management of the finance and accounting team in addition to managing the processes for financial forecasting and budgets and overseeing the preparation of all financial reporting.
The Board is supported by three Board committees with delegated authority to review certain specific matters in detail and then to make recommendations to the Board. The final decisions are made by the Board. The Board has set out the roles and responsibilities for each committee in their Terms of Reference which are set out below.
Audit Committee – The Audit Committee is comprised of independent directors only and meets at least twice a year. The Company’s auditor participates in meetings of the Audit Committee. The Committee’s primary purpose is to review and report on the integrity of the consolidated financial statements and to monitor the Company’s internal control arrangements and its risk evaluation statements. All non-audit work is required to be submitted to the Audit Committee for its approval prior to the commencement of work.
Remuneration Committee – The Remuneration Committee ensures executive remuneration is structured to align the performance of the Executive with the Company’s strategy and effective risk management. The Remuneration Committee agrees Key Performance Indicators on an annual basis with senior executives against which their performance will be measured and recommends approval to the full Board of the compensation of the senior executive management, and grants of stock options to individuals.
The Board has a formal written schedule of matters reserved for its review and approval. Matters reserved for the Board include:
- Vision and strategy
- Financial statements and reporting
- Financing strategy, including debt and other external financing sources
- Budgets, acquisitions and expansion projects, divestments and capital expenditure and business plans
- Corporate governance and compliance
- Risk management and internal controls
- Appointments and succession plans
- Directors’ remuneration.
Nomination Committee – The primary responsibility of the Nomination Committee is to ensure that the board of directors is composed of individuals with the right skills, experience, and diversity to effectively oversee and guide the Company. The Committee will regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes.
AIM Rules and UK MAR compliance committee – The Committee shall monitor the Company’s compliance with the AIM Rules for Companies and AIM Rules for Nominated Advisors), as published by the London Stock Exchange and amended from time to time (including the AIM Note for Mining, Oil and Gas Companies) (the “AIM Rules”) and the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“UK MAR”).
Evaluation of Board Performance
While the Board is very much aware of the needs of the Company in ensuring effectiveness of Board performance and the periodic refreshment of the composition of the Board, the Board believes that due to the relatively short period of membership for the majority of the board, the directors do not believe it practical to undertake an external or wide ranging evaluation of the performance of board members. This will be kept under review. Upon admission the following procedures will be put place which the Group believe are sufficient for monitoring Board performance (Refer to section 7):
- Internal Board Evaluations- Establishment of a structured internal evaluation process that allows board members to assess their own performance and the performance of their colleagues. This will involve self-assessment questionnaires or interviews conducted by an independent committee or board chair.
- Peer-to-Peer Assessments- Board members will provide confidential feedback on their peers’ performance, to help identify areas of improvement and promote constructive dialogue within the board. This feedback will be gathered through surveys or facilitated discussions.
- External Expertise- Periodically seeking external consultants to provide an independent assessment of the board’s performance.
The Board is also of the opinion that the Company has appropriate measures in place to ensure any refreshment of the Board occurs in a timely manner, and always with the best interests of the shareholders in mind.
The Remuneration Committee assesses the performance of the Executive director against Key Performance Indicators which are determined at the beginning of each financial year and reviewed at the end of the performance period.
The Board as a whole is responsible for succession planning and for recommending whether to add or replace a director. Board composition is regularly reviewed to consider the balance of skills, personal qualities and diversity.
Remuneration policy
Our Company is committed to adhering to Principle 9 of the 2023 QCA Code, which emphasizes the importance of a remuneration structure that supports the long-term success of the Company and aligns with the interests of shareholders and stakeholders. To this end, the remuneration policy is designed to attract, retain, and motivate high-caliber individuals who will contribute to the Company’s growth and sustainability. The policy ensures that remuneration packages reflect the individual’s role, experience, and contribution to the Company’s performance, while also being fair and competitive within the industry.
The remuneration structure includes a mix of fixed and variable components, with the latter being linked to the achievement of strategic objectives and the Company’s performance. The variable component is structured to reward sustainable value creation over the long term, with clear criteria for performance evaluation. The policy also includes provisions for clawback and deferral to ensure that remuneration is aligned with the Company’s risk profile and time horizons. The Remuneration Committee, which is composed of independent non-executive directors, oversees the implementation of this policy, ensuring transparency, fairness, and consistency with the Company’s strategic goals and governance practices.
Shareholder Communication
The Company ensures a printed Annual Report is delivered to each shareholder, and also made available on the Company’s website. All RNS announcements are released in a timely manner, while also ensuring all announcements are drafted in a clear and concise fashion. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. The outcome of all shareholder votes are disclosed in a clear and transparent manner via a RNS.
The Company includes historical Annual Reports, Notices of General Meetings and RNS announcements over the last five years on its website. The Company also lists contact details on its website, should shareholders wish to communicate with the Board.
The Company intends to include, where relevant, in its Annual Report, any matters of note arising from the Audit or Remuneration Committees.
Given the size of the Company, the Board is of the opinion that no formal communication structures are required at this time.
The Company does however ensure continued disclosure of all items in conjunction with AIM Rule 26 on its website https://www.helixexploration.com.
The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared. The Board will monitor the suitability of this Code on an annual basis and revise its governance framework as appropriate as the Company evolves.
Governance Documents
| Date | File Name |
|---|---|
| 09 April 2024 | GDPR PolicyGDPR Policy |
| 09 April 2024 | Audit Committee Terms of ReferenceAudit Committee Terms of Reference |
| 09 April 2024 | Nomination Committee Terms Of ReferenceNomination Committee Terms Of Reference |
| 09 April 2024 | Remuneration Committee Terms of ReferenceRemuneration Committee Terms of Reference |