About Stratic

• Directors and Management
• Company History
• Corporate Information
• Corporate Governance
• Constitutional Documents
• Fraudulent Emails

Corporate Governance

 

The Board is responsible for the stewardship of the Company and for overseeing the conduct of the business of the Company and the activities of management, who are responsible for the day-to-day conduct of the business.

The Board’s primary focus is to preserve and enhance long-term shareholder value and to ensure that the Company meets its obligations on an on-going basis and continues to operate in a reliable and safe manner. The stewardship of the Company involves the Board in strategic planning, key investment decisions, risk management and mitigation, senior management appointments and assessment, communication planning and internal control integrity.

Management is responsible for the day to day operational affairs and decisions in accordance with the strategy, direction and business standards set by the Board. Management reports to the Board on a formal basis at least four times a year and there is frequent informal contact between the management and the Directors. The Company complies with applicable securities laws of Canada and the listing rules of the TSX Venture Exchange and AIM. A copy of the Board's charter can be found here.

 

The Board also follows the principles of the UK Combined Code on Corporate Governance in so far as is practicable and commensurate with the size of the Company, the stage of its development and the interests of shareholders.

 

The Board takes all necessary steps to ensure compliance by the Directors and applicable employees with Rule 21 of the AIM Rules for Companies regarding dealing in Stratic shares. Stratic has adopted a share dealing code which is on similar but stricter terms as the Model Code on share dealings set out in the UK Listing Rules made under Section 73A of the UK Financial Services and Markets Act 2000 as in force as at the date hereof and this share dealing code will apply to the Directors and all employees of the Company. This policy has been communicated to all directors, officers and employees of the Company.

 

In addition, the Company has adopted a written Disclosure Policy, which is based on the model disclosure policy prepared by the Canadian Investor Relations Institute in accordance with the policies of the Canadian Securities Administrators and the TSX Group.

The Board currently has in place three committees of Directors - an Audit and Risk Committee, a Corporate Governance Committee and a Compensation Committee, each of which operates within written terms of reference approved by the Board.

 

Audit and Risk Committee (full terms of reference here)

The Audit and Risk Committee’s mandate is to assist the Board in fulfilling its responsibilities with respect to the Company’s financial statements and other financial information required to be disclosed by the Company to the public, the Company’s compliance with legal and regulatory requirements, the performance of the Company’s external auditor and for developing (and monitoring the performance of) health and safety and environmental policies for the Company.

The Audit and Risk Committee incorporates the Reserves Committee, whose mandate is to assist the Board in fulfilling its responsibilities with respect to the disclosure of the Company’s oil and gas reserves, in compliance with applicable laws and regulations, which includes reviewing and recommending to the Board the appointment of a qualified reserves auditor, ensuring that the reserves auditor has all information necessary to provide an independent reserves report to the Company, reviewing the Company’s procedures for compliance with relevant disclosure requirements and meeting independently of management with the reserves auditor, as necessary.

The Committee currently comprises five Directors: John Weatherall (Chairman), Colin Orr-Ewing, Andrew Childs, Ennio Sganzerla and David Curry.

 

Corporate Governance Committee (full terms of reference here)

The Corporate Governance Committee’s mandate is to assist the Board in fulfilling its oversight responsibilities with respect to addressing corporate governance issues, including the effectiveness of the Board, committees of the Board, individual members of the Board and the chair of the Board and chairs of Board committees and identifying qualified candidates and recommending nominees for director and Board committee appointments.

The Committee currently comprises three Directors: Colin Orr-Ewing (Chairman), John Weatherall and Sir Graham Hearne.

 

Compensation Committee (full terms of reference here)

The Compensation Committee’s mandate is to assist the Board in fulfilling its oversight responsibilities with respect to developing compensation and human resource policies and developing and assessing executive management compensation, development and succession.

The Committee currently comprises four Directors: Andrew Childs (Chairman), Sir Graham Hearne, Colin Orr-Ewing and David Curry.

 

Independence of Directors

Stratic’s Board currently consists of six non-executive Directors and three executive Directors. Under both Canadian and UK rules, Sir Graham Hearne (the Chairman) is classed as “not independent” by virtue of his remuneration arrangements under Canadian rules and because the Chairman of the Company is automatically treated as “not independent” under UK rules. As is common practice in Canada, all non-executive Directors, with the exception of Ennio Sganzerla and David Curry, hold share options in the Company, but the Board considers that the level of options awarded to non-executive Directors classed as independent is modest and is unlikely to affect their judgment or ability to carry out their duties as non-executive Directors. Andrew Childs, Colin Orr-Ewing, Ennio Sganzerla, David Curry and John Weatherall are all considered to be independent under both Canadian and UK rules.

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