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The Amerisur QCA Corporate Governance Compliance Statement

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It has been my privilege to work with a Board that has seen the benefit in maintaining high standards of corporate governance and is committed to ensuring accountability and transparency as ways to protect the interests of all our shareholders.

The direction of travel for our governance improvements has been positive and overall compliance with governance best practice has improved during the last couple of years. This journey has seen us use the UK Corporate Governance Code as a benchmark of what best practice looks like.

As a further development of this progress we have decided to adopt the Quoted Companies Alliance (QCA) Code as the main benchmark that Amerisur will measure itself against. Amerisur has been voluntarily comparing itself with the provisions of the 2016 and 2014 versions of the UK Corporate Governance Code (the “Code”), and now it is felt that the QCA Principles can also add some value to how we engage upon, and report governance matters. We offer the following disclosure to help shareholders and other stakeholders understand how Amerisur has been effective in the application of the QCA Code to date.


Key changes in governance arrangements during the year

As Chairman of Amerisur I look forward to helping ensure the importance of corporate governance resonates throughout the Company and being responsible for keeping Board governance on our agenda. Our achievements over the last year or so include Board refreshment, investor roadshows and expanded reporting by the Remuneration Committee. In more detail it was reported in our 2017 Annual Report that we are proud we have achieved the following:

•  As part of our succession planning we have welcomed two new high calibre independent Directors to the Board. With this refreshment, we felt we had made progress towards where we wanted to be with regard to the correct mix of skills, experience and independence. The current Board review being undertaken in September 2018 will inform this process further and take us through the next step of development. Initial findings have informed the Board and Nominations Committee actions and they are in the process of: improving the Board gender balance; and have appointed external consultants to assist in the recruitment of a new Director who should have skills in: Corporate Social Responsibility (“CSR”) and developing world experience in the natural resources industry;

•  Our new Senior Independent Director, Alex Snow, is keen to build on the outstanding work done by our previous SID, Stephen Foss, who has done so much to engage with our shareholders to help discuss potential governance improvements, and to lead the work on the revamp of our remuneration practices.

•  Amerisur’s fully independent Audit and Remuneration Committees have continued to expand their reporting, and the Chairmen of these Committees make themselves available for engaging with shareholders.

•  As part of our commitment to shareholder engagement we have been seeking the views of shareholders through outreach campaigns and roadshows. To enfranchise investors, we have been voluntarily putting our Remuneration Report up for shareholder approval, and this is being proposed again for the third successive year.

•  One of the benefits of this process has been the Remuneration Committee completing a review of the remuneration policy and practices, with the support of a respected third-party remuneration consultancy. The changes have been numerous and are explored in the Remuneration Report. The Board’s commitment to ongoing interaction with shareholders will help maintain our progressive stance on governance matters, and investors’ feedback is most welcome in supporting this. We hope the following governance and Committee reports offer the level of detail on our journey that meets shareholders’ expectations.

Additional disclosure on the governance improvements we have made during 2017 can be found in the Statement of Corporate Governance in the Annual Report for 2017. This website compliance statement also serves as an interim update on our governance activities, and how we are applying the QCA Code to supports business success.

During 2018 the Board has continued to review the Group’s corporate governance framework and it was decided to measure our governance against the new QCA Code in August 2018 and that we will do so annually, as required by AIM Rule 26.

At present we feel that we are in full compliance with the QCA Code for the website disclosure element. In order to become fully compliant with the Annual Report QCA Code disclosure requirements we will add additional notes to the 2018 Annual Report, primarily relating to Principle 7 on: the Board evaluation process that is being undertaken at present; disclosure of the “criteria against which board, committee, and individual effectiveness is considered”; and additional disclosure of how the directors are keeping their skills and training updated. With these improvements we would like to think we meet all the requirements for disclosure on compliance with the 10 Principles of the QCA Code.

How Amerisur has met the Principles that relate to website disclosure are as follows:


Shareholder engagement and expectations (Principle 2)

We would specifically like to explain the ways in which the Amerisur has sought to engage with shareholders to meet Principle 2, and that this has been a team effort involving several members of the Board. Recent examples of our commitment to shareholder engagement are:

•  We have been seeking the views of shareholders through outreach campaigns and have undertaken several shareholder engagement and investor relations activities, including: investor roadshows; Board members participation at investor conferences; and attending other events where investors have the opportunity to meet and talk to the Executive Directors;
•  Over the last three years there have been extensive corporate governance roadshows to introduce the Chairman and the senior independent director to key shareholders governance teams. On occasion face to face meetings with shareholders has included meeting their requests to have a specialist present to answer specific questions. For 2017-2018 this has involved the Board member heading a third-party director search being asked questions and the Remuneration Committee Chairman meeting with shareholders;
•  It has been publicly stated in our Annual Report that the Chairmen of our fully independent Audit and Remuneration Committees have made themselves available for engaging with shareholders;
•  Investors are actively encouraged to attend our AGM and all members of our Board were present at the 2018 AGM which they see as an important event in the annual calendar to meet and talk to shareholders; and
•  To further enfranchise investors, we have voluntarily been putting our Remuneration Report up for shareholder approval, and this was proposed again for the third successive year at the 2018 AGM.


Our responsibilities to our stakeholders (Principle 3)

Our business model has identified the key resources and relationships on which our business relies, and we feel the key points are outlined in our ‘Statement of Corporate Governance’ on this webpage here and on page 44 of our 2017 Annual Report which highlights the key internal and external relations that are important to the Company. Our key policies on our relations with communities, governments and stakeholders are also on this webpage, and outlined on pages 44 and 45 of our Annual Report.

Some examples of how we encourage and act upon feedback from stakeholders are:

•  Amerisur has retained the services of a shareholder engagement and proxy solicitation company to help engage with much more of our shareholder base and help court their views on a range of issues. Where shareholders desire meetings and discussions with Company representatives these are then arranged with the appropriate Board members. The Board’s commitment to ongoing interaction with shareholders will help maintain our progressive stance on governance matters, and investors’ feedback is most welcome in supporting this;
•  For 2017 the Senior Independent Director and Chairman have made themselves available to attend meetings with major shareholders without the Executive Directors present. This has been to discuss a range of topics from governance matters, such as the progress reporting on activities to increase the independent representation on the Board, right through to the practical challenges of managing risks in Latin America; and
•  How the Company interacts with the local community is discussed on our Sustainability webpage here and on pages 32 to 35 of our Annual Report and how our workforce is represented is reviewed on page 34.


Evaluating Board performance (Principle 7)

A Board evaluation has been undertaken, and the following changes are related to this process:

•  The Board review conducted in 2017 has helped inform the Board refreshment that has been taking place with three directors retiring from the Board and as part of our succession planning we have welcomed two new high calibre independent Directors to the Board during 2017-2018. These appointments were made as the result of an extensive and independent search process against stringent criteria, which led to the addition of one independent Non-Executive Director with extensive City experience, and one with oil and gas sector experience;
•  There has been another internal Board review conducted during 2018 and the results will be known soon and made publicly available with and will assist our succession planning. There will be disclosure of the outcomes of these activities made in the 2018 Annual Report, and on this website, including the results of the evaluation process, and any actions planned as a result. The Board and Nominations Committee are in the process of acting upon initial findings by making moves on improving the Board gender balance and the recruitment of a Director who should have skills in: Corporate Social Responsibility (“CSR”) and developing world experience in the natural resources industry;
•  Succession planning has been a Board issue for discussion at several meetings during the year. The processes for succession planning have been well developed and helped with the board evaluation process which has led to extensive Board refreshment, including three new Non-Executive Directors over three years, and a new Senior Independent Director; and
•  Board training is conducted upon induction and resources are made available for ongoing professional development. Legal Counsel, the Company Secretary, our nominated financial advisers and our corporate governance advisers provide advice and support to the Board members as requested.


Developing the value/s of our corporate culture (Principle 8)

The Board seeks to ensure that the company has values and behaviours that are recognised and respected. Our approach to ensuring this is outlined in the ‘Our Approach to Sustainability’ webpage here and in the 2017 Annual Report where we highlight the four core segments of how we manage sustainability which are seen as: Community, Our People; the Environment; and Ethical Standards. Key elements of this approach are:

•  Our ethical code is stated as: “Amerisur aims to operate responsibly in its everyday business activities and expects its employees to adhere to high ethical standards. The Company puts importance on safety, integrity and transparency, and treats its employees with respect and fairness”;
•  Amerisur feels that the building and maintaining of good relationships with stakeholders where it operates is not only an important part of Amerisur’s strategy and its commitment to being an ethical business, but also ensures the Company is able to create value for all of its stakeholders. There are some examples of current activities on pages 32 to 35 of the 2017 Annual Report and on our Sustainability page here; and
•  We feel that it has been important to be able to demonstrate this to stakeholders and we are pleased to have been awarded a certification in the international standard for ethics which is ‘SGE 21:2008 Ethical and Socially Responsible Management System.’


Governance structures fit for the future (Principle 9)

As mentioned the Board sees the benefit in maintaining high standards of corporate governance and is committed to ensuring accountability and transparency as ways to protect the interests of all our shareholders. The approach of Amerisur to Corporate Governance has been outlined on our website here.

To help facilitate this:

•  Our Chairman ensures that all Directors are properly briefed and have access to independent professional advice and to the services of the Company Secretary, and receive the appropriate training, as necessary and as determined by an annual review;
•  Additionally, due to the CEO being based in South America there are additional roles the Chairman undertakes, including meetings when it is not feasible for the CEO to attend. These are primarily key stakeholder and governmental engagement meetings and the Chairman is an important element in having built the relationships which have allowed operations to proceed and prosper;
•  The Non-Executive Directors’ role is to constructively challenge, and they can suggest agenda items for Board meetings, and are encouraged to do so; and
•  The Senior Independent Director (SID) is available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or other Executive Directors has failed to resolve or for which such contact is inappropriate.

Matters that are reserved for the Board to discuss are:

•  The “formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions, and reporting to the shareholders”, and an obligation “to be aware of the risks facing the Company, mitigate them where possible, insure against them where appropriate and manage the residual risk in accordance with the stated objectives of the Group.” (Source: pages 41 and 56 of the 2017 Annual Report)

To help structure the Board’s activities there are key committees for audit, remuneration and nomination, each of which have clearly set out any terms of reference and disclosed tasks they undertake.

There is a description of the Board Committees on the website here and within the 2017 Annual Report. The Audit Committee’s Terms of Reference is made publicly available on the website as well as here.

Current plans to help ensure the evolution of the governance framework continues. The Board is conducting a review of the most appropriate method for undertaking an annual evaluation of its own performance, and that of its key Board Committees and individual Directors.


Communicating the benefits of good governance with shareholders and key stakeholders (Principle 10)

For the benefit of shareholders to see our progress we provide historical annual reports and other governance-related material. This includes the Financial Statements for the last nine years available here.

As well as having voluntarily put our Directors Remuneration Report up for shareholder approval we announce the vote outcomes on the day of the Company's Annual General Meeting. At the 2018 Annual General Meeting all resolutions presented to shareholders were duly passed with more than 80% support and nearly all with more than 90% support.


Giles Clarke, Chairman

26th September 2018
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Statement of Corporate Governance

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The Directors are committed to maintaining high standards of corporate governance to ensure accountability and transparency and to protect the interests of all of our shareholders. The Company has adopted the Quoted Companies Alliance (QCA) Code as the main benchmark against which Amerisur will measure itself. 

The Company is in full compliance with the QCA Code for both the website disclosure element and the Annual Report.


Governance improvements during 2018

Over the course of 2018, we have continued to make progress and we are proud that we have achieved the following:
  •  Full compliance with the QCA Code, for both website disclosure in September 2018 and the Annual Report disclosure requirements of the QCA Code with this edition of the Annual Report.
  •  As part of our succession planning we refreshed the Board with four new high-calibre independent Directors over the last few years. More specifically for this year, we have welcomed another high-calibre independent Director to the Board in Elodie Grant Goodey. With the Board refreshment that has been in progress for the last couple of years we feel there is the correct mix of skills, experience and independence to take us through the next step of development.
  •  Our new Senior Independent Director (“SID”), Alex Snow, is keen to build on the outstanding work done by our previous SID, Stephen Foss, and continues the pace of governance improvements. This has included internal and external Board reviews and recommending several of the suggestions from this process are adopted.
  •  Amerisur’s fully independent Audit and Remuneration Committees have continued to expand their reporting, and the Chairmen of these Committees make themselves available for engaging with shareholders. In line with recent developments in best practice in this area, the Audit Committee conducted a competitive tender for the external audit. Following the Committee’s recommendation, as described in the Audit Committee report, we appointed BDO as our external auditor.
  •  As part of our commitment to shareholder engagement, we have been seeking the views of shareholders through outreach campaigns and roadshows. To enfranchise investors, we have been voluntarily putting our Remuneration report up for shareholder approval, and this is being proposed for the fourth consecutive year.
  •  The remuneration changes have been numerous and are explored in the Remuneration report including a new Chair of the Remuneration Committee being appointed during the year who has contributed to this process.


The Board of Directors

The Board of Directors is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions, and reporting to the shareholders. The Chairman ensures that all Directors are properly briefed and have access to independent professional advice and to the services of the Company Secretary, and receive the appropriate training, as necessary and as determined by an annual review. All new Directors receive detailed induction training upon joining the Board, covering compliance issues, risk management considerations, Board processes and corporate governance considerations.

The Board met five times during 2018 and all meetings have a formal agenda. Directors also have ongoing contact on a variety of issues between formal meetings. The Non-executive Directors’ role is to constructively challenge and they can suggest agenda items for Board meetings. The Board undertook a detailed, and externally supported, Board review and this is reviewed on pages 46 and 47 of the 2018 Annual Report.


Retirement of Directors

All Directors are submitted for shareholder approval at regular intervals.

The Board of Directors and biographical information on each Director are detailed in the 2018 Annual Report.


Board Composition

The Board consists of six Directors, comprising the Chairman, two Executive Directors and three Independent Non-Executive Directors. 


Role
Date of appointment Independent from Company
Chairman G Clarke 28 February 2007 n/a*
Executive Directors N Harrison 17 April 2007 No
J Wardle 27 February 2007 No
Non-Executive Directors C Jenkins 27 May 2016 Yes
A Snow 10 May 2017 Yes
E Grant Goodey 8 October 2018 Yes

*The Chairman was independent upon appointment


The Board has carefully considered the independence of the current Non-executive Directors and has concluded that the current three Directors, Chris Jenkins, Alex Snow and Elodie Grant Goodey are independent and the Chairman was independent upon appointment. This means that half of the Board is independent.

It is considered to be best practice that the Board should appoint one of the independent Non-executive Directors to be the Senior Independent Director to provide a sounding board for the Chairman and to assist in building relationships between major shareholders and the Board. The Senior Independent Director is available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or other Executive Directors has failed to resolve or for which such contact is inappropriate.

Alex Snow was appointed as the Senior Independent Director on 10 May 2017, and prior to this Stephen Foss had undertaken the role since 5 January 2015.

Due to the CEO being based in South America there are additional roles the Chairman undertakes, including when it is not feasible for the CEO to attend. These are primarily key stakeholder and governmental engagement meetings and the Chairman is an important element in having built the relationships which have allowed operations to proceed and prosper.


Board and Committee meetings 2018



Committee meetings attendance

(Entitled to attend/Actually attended)

Director Board Chair:
Giles Clarke
Nomination Chair:
Giles Clarke
Audit Chair:
Chris Jenkins
Remuneration Chair:
Stephen Foss
G Clarke 9/9 3/3

J Wardle 9/9 3/3

N Harrison 9/9


S Foss1 8/9 3/3 6/6 2/2
C Jenkins 9/9 3/3 6/6 2/2
D Coffield2 9/9
6/6 2/2
D Ellenor3 9/9
6/6 4/4
A Snow 7/9 3/3
1/2
E Grant Goodey4 3/3

1/1

1 Resigned on 1 February 2019 and was replaced as Chairman of the Remuneration Committee from the start of 2019
2 Deceased on 23 April 2019
3 Retired from the Board on 31 December 2018 and the Audit Committee during 2018
4 Appointed 8 October 2018


Board Committees

The Board has established Nomination, Remuneration and Audit Committees, with formally delegated duties and responsibilities. The terms of reference for these Committees are available on this website.


Audit Committee

The key responsibilities of the Audit Committee are to:
•  monitor the integrity of the annual and interim financial statements, including focus on significant judgements and estimates used in the accounts
•  keep under review the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems; and
•  oversee the relationship with our external auditor, including: reviewing its plans and audit findings; ensuring its continuing independence; appraising the effectiveness of its work prior to considering its reappointment; and considering whether to put the external audit contracts out to tender. 

Best practice recommends the Audit Committee should comprise at least two independent Non-executive Directors and at least one member should have recent and relevant financial experience. Amerisur meets this guideline.

The members of the Audit Committee, both of whom are deemed to be independent Non-Executive Directors by the Company are:
•  Chris Jenkins (Chairman)
•  Alex Snow (joined the Committee on 1 January 2019) 

Alex Snow joined the Committee on 1 January 2019, succeeding Stephen Foss. Chris Jenkins has recent and relevant financial experience and the other members contribute a range of financial, oil industry, investment and risk management experience.

The activities of the Committee for 2018 are outlined in the Audit Committee Report on page 48 of the 2018 Annual Report. 


Nomination Committee

The current members of the Nomination Committee are:
•  Giles Clarke (Chairman)
•  John Wardle
•  Chris Jenkins and
•  Alex Snow

The Nomination Committee’s key responsibilities are: to review the size, structure and composition of the Board in order to recommend changes to the Board and to ensure the orderly succession of Directors; to formalise succession planning and the process for new Director appointments; and to identify, evaluate and recommend candidates for appointment as Directors taking into account the balance of knowledge, skills and experience required to serve the Board. The terms of reference of the Committee were reviewed by the Board in May 2015.

The Committee’s full terms of reference are available on request, and an overview of the Committee’s activities in 2018 can be found on page 46 of the 2018 Annual Report.

A brief overview of key responsibilities includes:
•  identifying, evaluating and recommending nominees for the role of Director
•  reviewing the merits of the candidates and the relevance of their background, and that appointees do not have time commitment issues
•  periodically reviewing the succession planning for Directors and other Senior executives
•  ensuring that upon appointment Non-executive Directors receive a formal letter of appointment setting out what is expected of them, and what training might be required, and
•  making recommendations to the Board on the reappointment of any Non-Executive Directors, including a review of their performance, contributions to date and ability to commit enough time to the role. 

This Committee is structured in line with the Code’s recommendations that a majority of the Committee’s members are independent; and the Chairman chairs this Committee. 


Remuneration Committee

The members of the Remuneration Committee, all of whom are deemed to be independent Non-executive Directors by the Company, are:
•  Chris Jenkins
•  Alex Snow and
•  Elodie Grant Goodey 

The Remuneration Committee is responsible for determining and reviewing compensation arrangements for the Directors and the executive management. The Committee ensures that the remuneration practices of the Company move towards best practice in light of the Company’s size and profile and with the interests of shareholders. 

The Committee’s summarised terms of reference are available on the Board Committees page of the Company website and in the 2018 Annual Report. A brief overview of the principal responsibilities of the Committee includes:
•  determining and recommending to the Board the remuneration policy for the Chairman, Executive Directors and Senior Executives
•  ensuring this policy, “to recruit, motivate and retain individuals of a high calibre with significant technical and strategic expertise”, is carried out
•  rewarding key employees on a basis which is aligned to the performance of the Company
•  setting salaries for individual members of the management team which are competitive, but not egregious
•  reviewing the design of any share-based incentive plans
•  aligning management rewards to the interests of shareholders and
•  overseeing the work of external remuneration consultants where hired. 


Internal Relations

Amerisur aims to operate responsibly in all its business activities. The Company puts importance on safety, integrity and transparency and treats its employees with respect and fairness. Amerisur recognises that employees and how they operate are critical to business success and, in recognition of this, has in place a suite of policies addressing: ethical conduct, human rights, employment, health and safety and diversity.

Ethical Conduct Statement: Amerisur conducts its business with a high ethical standard. The Company helps to manage its ethical conduct risks and protect its licence to operate through its approach to anti-bribery and corruption risk and fraud detection and awareness.

Conflicts of Interest Policy: Amerisur’s Board is committed to ensure that any conflicts of interest are managed fairly. The Conflicts of Interest Policy aims to take reasonable steps to maintain and operate effective requirements to identify and manage conflicts of interest.

Human Rights Policy: Amerisur wants its employees and wider stakeholders to be treated with dignity and respect. Amerisur endorses the UN Declaration of Human Rights. The Company does not tolerate child labour and forced labour. Amerisur respects freedom of association and the rights of employees to be represented by trade unions and work council and does not discriminate based on gender, religion, age, disability or ethnicity. We encourage all who work with Amerisur to adhere to the same principles.

Modern Slavery and Human Trafficking Statement: Amerisur is committed to identifying and combating slavery and trafficking in all parts of its business and supply chain. The Company’s risk policies and processes seek to identify high risk areas. Training is provided for all employees and ongoing review of the relevant Company policies; audit processes and due diligence arrangements are in force. The Disclosure Statement is also available here.

The Board has also taken the view that a deep knowledge of corporate responsibility (“CR”) is important to managing risks and has recruited a new Board member with CR experience to provide oversight on progress in this area.

Amerisur is committed to continual improvement and understanding in identifying and managing risks associated with modern slavery. In 2019, the Company will continue to monitor the effectiveness of its approach to ensure modern slavery and human trafficking is not part of its supply chain.

During 2018, the Company did not identify any issues related to modern slavery and human trafficking.

Health and Safety Statement: Amerisur is committed to the safety of its staff and workplace. To support this aim we have achieved the OSHAS 18001:2007 Occupational Health and Safety Management System standard for our operations, which is intended to help control occupational health and safety risks.

Employee Compensation Statement: Amerisur wants to provide the opportunity for staff to be part of a team and mutually share in our success. To help achieve this aim the Group operates an equity-settled share-based compensation plan for the remuneration of its employees.

Employee Engagement Statement: Due to the operational nature of the Company the management team work closely with employees ‘on the ground’ and there is a developed workplace engagement programme which help contribute to organisational success. These activities interlink with how we pursue our goals and values, as well as our external relations activities.

Employment of Disabled Persons Policy: The Group maintains a policy of giving fair consideration to applications from physically disabled persons, bearing in mind their respective aptitudes and abilities. In the event of employees becoming disabled, every effort is made to ensure that their employment with the Company continues and that the appropriate training is arranged.

Diversity Statement: Amerisur recognises the benefits of diversity, including gender diversity, throughout the Company and on the Board, to help ensure there is an appropriate balance of skills and experience within the Company.

Quality Statement: Amerisur focuses on quality management and has in place an effective system to manage and improve the quality of its products or services. In support of this the Company has held the ISO 9001:2008 Quality Management System standard since October 2012.


External relations

Environment Policy Statement

Amerisur is committed to limiting its environmental impact in the areas where the Company operates and has a formal environmental policy and framework in place to protect the environment biodiversity and ecosystems. The Company aims to comply with all relevant regulatory and legislative requirements and industry best practice and has been awarded the following certificates: OHSAS 18001:2007 Occupational Health and Safety Management System; ISO 14001:2004 Environmental Management System; and ISO 9001:2008 Quality Management System.

To help manage its environmental risks the ISO 14001:2004 Environmental Management System standard has been in place since October 2012 and the Company communicates its environmental policy to all employees and agents. The standard is valid until October 2018 and there is a yearly review in order to check compliance and processes are regularly reviewed by external parties. The whole Board regularly discusses issues relating to the environment as is deemed appropriate for a company in our sector.

Relationships with communities

Amerisur is committed to building and maintaining good relationships with the communities within the localities of its operations. The Company focuses on responsible behaviour and risk management. Areas of activity are in:
•  respect for communities’ rights, culture and heritage
•  engagement in open dialogue
•  responding and listening to grievances and
•  supporting community development.


Relationships with Governments

The Company did not make any political donations during the 2018 financial year.


Relations with shareholders

The Board is committed to maintaining ongoing communications with the Company’s shareholders through regulatory releases, general presentations, face to face meetings and reports to shareholders twice a year at its annual and interim results. In addition, the Company uses its website to communicate with shareholders. 

As part of Amerisur’s ongoing engagement programme with shareholders, their views on key matters have been discussed at Board level during the 2018 financial year. For 2018, the Senior Independent Director and Chairman have made themselves available to attend meetings with major shareholders without the Executive Directors present. This has been to discuss a range of topics from governance matters, such as the progress reporting on activities to increase the independent representation on the Board, right through to the practical challenges of managing risks in Latin America. 

The Group dispatches the notice of its Annual General Meeting, together with a description of the items of special business, at least 21 days before the meeting and shareholders are encouraged to participate. Each substantially separate issue is the subject of a separate resolution and all shareholders have the opportunity to put questions to the Board at the AGM. All of the Company’s Directors attended the AGM to answer questions which were relevant to their responsibilities. 

The Company has also decided to engage with all key shareholders, including those that had not voted in support of the Board’s recommendations to better understand their thinking on the issues in question; this will continue for 2019. This is to understand their reasoning and see to what extent their position can be accommodated by the Board.

Vote outcomes relating to the 2018 AGM:

Resolution Vote outcome
Report and accounts Passed
Approve the Directors’ remuneration report Passed
Elect Alex Snow as Director Passed
Re-elect Nick Harrison as Director Passed
Re-elect Stephen Foss as Director Passed
Reappoint Grant Thornton UK LLP as auditor Passed
Authorise Board to fix remuneration of auditor Passed
Authorise issue of equity with pre-emptive rights Passed
Authorise issue of equity without pre-emptive rights Passed
Authorise issue of equity without pre-emptive rights for an acquisition or other capital investment Passed
Authorise market purchase of ordinary shares Passed



All resolutions have passed at the recent AGMs with a minimum of 85% support.


This page was last updated on 26th April 2019
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Board Committees

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Nomination Committee

The Nomination Committee is responsible for ensuring that the Board is well equipped to continue to discharge its responsibilities and to canvass future candidates for the position of Director, to ensure that the Company continues to be governed by suitably qualified people. Thus, the Committee is responsible for ensuring that the Board has the appropriate structure, competencies, experience, skills and independence of oversight to ensure effective functioning. The Committee recommends and reviews nominees for the appointments of new Director to the Board, and ensure there is due process used in selecting candidates.

The current members of the Nomination Committee are:

•  Giles Clarke (Chairman)
•  John Wardle
•  Chris Jenkins
•  Alex Snow

The Nomination Committee Terms of Reference can be found here (PDF).


Remuneration Committee

The Remuneration Committee is responsible for determining and reviewing compensation arrangements for the Directors and the executive management. The Committee ensures that the remuneration practices of the Company move towards best practice and are linked with the interests of shareholders.

The members of the Remuneration Committee are:

•  Chris Jenkins
•  Alex Snow
•  Elodie Grant Goodey
•  tbc

The Remuneration Committee Terms of Reference can be found here (PDF).


Audit Committee

The key responsibilities of the Audit Committee are to:
•  Monitor the integrity of the annual and interim financial statements, including focus on significant judgements and estimates used in the accounts;
•  Review the effectiveness of financial and related internal controls and associated risk management (the full Board being responsible for oversight of strategic and operational risks); and
•  Oversee the relationship with our external auditors, including: reviewing their plans and audit findings; ensuring their continuing independence; and appraising the effectiveness of their work prior to considering their reappointment.

The members of the Audit Committee, all of whom are independent Non-executive directors, are:

•  Chris Jenkins (Chairman)
•  Alex Snow

The Audit Committee Terms of Reference can be found here (PDF).



This page was last updated on 23rd April 2019

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Board & Management Team

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Amerisur has a strong Board and senior management team in place with significant technical and strategic expertise.

The Board comprises a Chairman, two Executive Directors and three independent Non-executive Directors, exceeding the expected level of independent director representation for an AIM-listed company.


Giles Clarke CBE DL (Chairman)

Following his appointment, together with John Wardle, Giles Clarke (65) reorganised the Company, closed three offices and raised £15m of new capital at 6 pence. Giles Clarke has considerable experience in the City and a number of commercial interests as well as being an experienced entrepreneur who: founded Majestic Wine in 1981 and built it into a national chain of wine warehouses; co-founded Pet City plc in 1990, which he expanded nationwide before it was listed and subsequently sold in 1996 for $150m; and co-founded Safestore plc and orchestrated the sale of the company to Bridgepoint in 2003. He is currently chairman of Westleigh Investments Holdings Ltd, a shareholder in the Company, as well as Ironveld plc and Kazera Global plc and chairman of several private organisations.

Giles Clarke focuses on the Company’s relations with Governments and their agencies, as well as major investors, partners and Board governance. He has extensive experience of building shareholder value, and of selling companies, and brings considerable commercial and City experience to the Board. In recognition of the key role Giles Clarke undertakes for the Company he is defined as being a Chairman rather than as a Non-executive Chairman.


John Wardle (Chief Executive Officer)

John Wardle (59) holds a BSc in mining engineering from the University of Nottingham and a PhD in rock mechanics and geophysics from the University of Wales. He began his career with Britoil/BP and has held a number of senior management positions with E&P companies. John Wardle first arrived in Colombia in 1994, when he was working for BP Exploration Colombia, and subsequently was general manager for Emerald Energy in Colombia, where he was responsible for the discovery of the Campo Rico and Vigia oilfields.

John Wardle has been a key driving force behind the growth and positioning of the Company, as well as the OBA pipeline. He has very close and long-standing professional relationships at all levels within Colombia, Paraguay, Ecuador and the UK and is recognised as one of the most experienced oil executives in the areas in which the Company operates, with a proven track record of successful contract negotiation, exploration and field development. John Wardle brings a wealth of local knowledge, strategic vision, leadership and technical expertise to the Board.


Nick Harrison (Chief Financial Officer)

Nick Harrison (60) is a graduate of the University of Liverpool. He is a Chartered Accountant having qualified with Arthur Andersen and subsequently held senior positions at Deloitte, Midland Bank (International) and Coopers & Lybrand. He has held board positions at a number of public and private companies with international activities. He is currently a non-executive director of Ironveld plc and Kazera Global plc, both with international extractive activities.

Nick Harrison is a qualified accountant and has extensive experience of running the finances of successful businesses, including chief executive positions at a number of organisations. He brings considerable commercial, international and financial expertise to the Board.


Alex Snow (Senior Independent Non-Executive Director)

Alex Snow (50) has had a successful career in the City and has most recently been CEO of Lansdowne Partners LLP, the leading institutional investor. He was founder and CEO of Evolution Group PLC, the investment bank created in 2001 and subsequently sold in 2012 to Investec for £230m. Alex Snow became chairman of the investment banking division and member of the board at Investec Bank PLC before leaving in 2013 to become CEO of Lansdowne Partners LLP. He stepped down from Lansdowne Partners on 31 December 2016.

Alex Snow was appointed to the Board as Senior Independent Director, taking over from Stephen Foss, and brings significant City and financial experience to the role.


Chris Jenkins (Independent Non-Executive Director)

Chris Jenkins (64), a Chartered Accountant (FCA), was a partner for more than 20 years in KPMG’s London office, during a 30-year career with the firm. He was lead audit partner for six FTSE 100 companies. At KPMG, he fulfilled various leadership roles in the global energy and natural resources (“ENR”) practice, including UK head of ENR and, in the global ENR team, initially head of audit and then EMA regional chairman. Chris Jenkins continues to work with KPMG as a consultant. He is also an independent member of the Audit and Risk Assurance Committee at the Department for International Trade, having previously been a member of the same committee at UK Trade & Investment (“UKTI”).

Chris Jenkins brings considerable governance and financial expertise to the Board.


Elodie Grant Goodey (Independent Non-Executive Director)

Elodie Goodey (46) spent 17 years at BP, initially joining the Government and Public Affairs team followed by the Investor Relations team and the North Africa business unit. Elodie subsequently became the Head of Communications for E&P between 2008 and 2010, before heading up the Societal Issues and Stakeholder Engagement team. As part of her role as the Head of Societal Issues and Stakeholder Engagement, Elodie was the relationship manager for major international NGOs and was responsible for investor engagement globally. Her focus was on social policies related to human rights and impacts on communities across the countries in which BP operates. During her 25-year career, Elodie has worked on an array of high-profile stakeholder engagement programmes in places such as Argentina, Libya and the Gulf of Mexico.

Elodie currently works as an independent consultant where she advises companies on their social performance and is involved in the Advisory Board for a professional services group in Albania.

Elodie brings considerable expertise to the Board on sustainability and social policies relating to human rights and communities across a wide spectrum of countries as well as being a Spanish speaker.



This page was last updated on 26th April 2019

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Our History

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Key events in Amerisur Resources’ journey to becoming a cash generative producer are summarised below.

 

2019

• Increase in 1P reserves (+27.8%) to 17.82 MMBO and 2P reserves (+23.6%) to 25.59 MMBO due to drilling success at CPO-5

• 50% WI in PUT-8 acquired for USD$19.1m, taking total WI to 100%

• Optimisation of production across Platanillo, including the Lower U Sand perforated at Platanillo-8

• The Mariposa structure declared a commercial discovery by the ANH

 

2018

• Oil discovered at Indico-1X prospect on CPO-5 in the Llanos basin

• $93.25m farm-out signed with Occidental Andina, across Putumayo-9, Terecay, Tacacho and Mecaya* which accelerates the Company’s work programme and significantly reduces its future capex requirements

∘ For a 50% interest in each block, Occidental Andina will fund a $93.25m exploration and appraisal program between 2019-2021

∘ Occidental Andina will fund 85% of the total planned 2D seismic cost expenditure of US$65,000,000 and 100% of the US$38,000,000 planned drilling program

∘ There will be a dedicated transport capacity in the OBA for the transport of oil from the Farm-out Blocks, with a commercial tariff charged for Occidental Andina's share

• Acquisition of outstanding interest in Mecaya, bringing the Company to 100% working interest holder and Operator from 58% effective economic interest

• Chiritza pumping station commissioned on time and budget in November, increasing our minimum OBA throughput to 9,000 bopd

• Pintadillo-1 well spudded in August - N Sands dry, but potentially commercial hydrocarbon bearing reservoir confirmed in the T and U sands. Flow testing of the T and U sands to commence shortly as of September

• Acquired a 100% working interest* in the Putumayo block from Gulfsands Petroleum in July

• In March, the Company made its first complete tanker loading from Esmeraldas, in Ecuador, loading 350,000 BO, which was sold to Shell for $20.9m

• Entered into a $35m working capital facility with Shell Western Supply and Trading Limited

• Two million barrels of oil transported through the OBA, generating savings of $20m in 15 months of operation

*Subject to ANH approval

 

2017

• Successfully delivered exit rate target in excess of 7,000 bopd

• Platanillo-27 successfully drilled to 9,600ft in December

• Mariposa-1 discovery on CPO-5 successfully drilled and commenced production in November

• Platanillo-25 successfully side tracked to 8,620ft in October

• Platanillo-21 placed on commercial production in September

• Asset acquisitions made in Caguan-Putumayo Basin (additional 60% Put-9, 58% Mecaya, 100% Terecay, additional 50.5% Tacacho)

• Platanillo-22 drilled from Pad 2N. Management estimate the structure being drilled from Pad 2N is capable of delivering up to 7.82MMBO of recoverable reserves

• Platanillo 24 successfully drilled and placed on commercial production at a rate of approximately 420 BOPD

• Dana Coffield appointed as an Independent Non-Executive Director

• Alex Snow appointed as Senior Independent Non-Executive Director

 

2016

• As at 31st December 2016, certified 1P gross field reserves were 15.11MMBO after production of 1.13MMBO during the period. 2P gross field reserves were 24.47MMBO

• Chris Jenkins appointed to the Board as a Non-Executive Director

• Successfully drilled Jaguarete-1 well in Paraguay and the infill well at Platanillo 8

• Successfully acquired Platino Energy (Barbados) Ltd from COG Energy for a total consideration of US$7 million

• Successful placing of new ordinary shares of 0.1 pence each in the Company to raise net proceeds of approximately US$35 million

• Drilling commenced on well Platanillo 24

 

2015

• Successfully acquired Petro Dorado South America SA Assets, which include a 30% working interest in the CPO-5 (ONGC Videsh Ltd holds a 70% working interest) and a 49.5% working interest in the Tacacho contract (Pacific Stratus Energy holds 50.5%)

• Loto-2 was drilled to a total depth of 10,320 ft MD, and a liner run and cemented. Two zones within the Mirador formation, L1 and L3 were tested, where electric log analysis indicated the existence of 54ft net pay

• Stephen Foss appointed to the Board as a Senior Independent Non-Executive Director

 

2014

• Successfully drilled Platanillo 7,17,16,15,18 and 20

• Platanillo-20 produced light oil from the T sand, confirming it as a separate oil reservoir and demonstrating future upside at Platanillo

• Joint venture agreement signed with Talisman Colombia, 50% each for Put-30

 

2013

• Successfully re-entered and side-tracked Platanillo 1, 2 and Alea-1

• Successfully drilled Platanillo 10, 11, 12, 14

 

2012

• Successfully drilled Platanillo 3, 4, 5, 9 and 6

• Successfully completed a placing of £26.5million

• Acquired a 60% working interest  and Operatorship of Put-12

 

2011

• Acquired two new licences within the Piriti and Pilar sedimentary basins in Paraguay

• Commercial agreement reached with Reto Petroleum Limited Columbian Branch to develop the Fenix Block together

 

2010

• Successfully drilled Isabel-1 in the Fenix block

• Extended the Platanillo exploration area

• Successfully completed a placing of £13.7 million

 

2009

• Acquired 100% interest in Platanillo block, in line with strategy of gaining controlling interest in prospects

• Commerciality declared in Platanillo with Alea 1 and Platanillo 2 in production- 24 year term with option to extend

• Successfully drilled Iguasa-1 in the Fenix block

• Acquired 100% interest in two Paraguayan blocks – San Pedro and Curupayty

 

2008

• Appointed Operator of the Platanillo block

• Drilled Platanillo 1 and 2

 

2007

• Amerisur Resources was created in 2007 out of a shell listed Company on the London Stock Exchange

• Board strengthened with the appointment of Giles Clarke as Chairman, John Wardle as Chief Executive Officer and Nick Harrison as Finance Director

• Company name changed to Amerisur Resources to reflect its area of interest

 

2005

• Company enters Colombia through a farm-in agreement with Repsol to appraise & develop the Alea discovery in the Putumayo Basin

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