Operational locations include Angola, Brazil and Australia
The Board is committed to maintaining high standards of corporate governance and in this it is guided by the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). The QCA Code sets out 10 principles that are listed below together with a short explanation of how the Company applies each of the principles and reasons for any non-compliance.
Corcel is focused on building a portfolio of upstream and producing oil and gas assets across Angola and Brazil.
The Company delivers its business strategy with tightly controlled overheads, supplementing its financial resources through corporate transactions, JVs and partnerships, as well as trading and disposals or exchange for listed shares of non-core assets.
The Company also takes into consideration various risks and mitigation measures in order to minimise impacts on the environment and communities when executing its business strategy. The Company seeks to grow its business and make acquisitions and disposals to crystallise value-added and enhance shareholder value.
The Board understands the needs and expectations of its various shareholders, who all share a desire to maximise the value and growth of the business but may do so with different time frames and outcomes in mind.
The Board recognises that in order to ensure a good match between the shareholder profile and the Company’s business model and the plans for implementation of that model, it needs to manage shareholder communications clearly regarding Company plans, expectations and timelines.
The Company does this by giving regular updates on developments via RNS announcements, Twitter at @CorcelPlc, Company interviews with, the use of other similar services, and informal and formal meetings, including online Q&As and video meetings, in order to serve the needs of private and institutional investors as well as analysts.
The Company also participates in relevant industry investor shows, including investor presentation evenings, so that shareholders can meet us in person to answer their queries and management can provide information on current developments at the Company.
The Company takes into consideration shareholders’ views and suggestions and uses all opportunities to encourage shareholders to call or e-mail the management at their publicly available numbers and addresses.
Group site visits are offered to shareholders expressing interest in particular investments where a visit to a site or project can be expected to add significant value and understanding of local operations.
Shareholders are also encouraged to attend the Company’s Annual General Meetings of which the shareholders are notified via Company’s website as well as e-mail or post, where they have an opportunity to share their views on the business and ask questions. Management try to contact as many shareholders as possible before the meeting to encourage their attendance. The Company recognises that the global pandemic has meant that shareholders have not had the opportunity to meet with the Company at the 2020 Annual General meeting.
The Company is mindful of this and will continue to engage with shareholders as best it can through electronic means until conditions allow for more direct interactions once again. The Company advises potential shareholders to do their own research on the Company and its long-term investment projects, evaluating all possible investment risks before becoming a shareholder.
The Board currently consists of five Directors and it is considered that the current Board continues to provide a good balance of resource sector, technical, financial, accounting, legal and public markets skills.
Scott Gilbert is an experienced energy executive, investor, and entrepreneur with almost 20 years of international experience in the oil and gas sector, primarily across Africa and Latin America. He began his career in Angola in 2008 in the oilfield services industry as an engineer and went on to hold senior commercial and executive roles, including serving as Managing Director for Angola at Weatherford, where he led a multi-product, multi-functional business of over 500 employees.
Scott has built a successful track record as an investor and entrepreneur, founding and scaling multiple businesses across the energy sector. He brings to Corcel plc extensive expertise in international, complex M&A, deal origination, and strategic growth initiatives. He holds a BEng in Electronics and Electrical Engineering from Robert Gordon University.
He is fluent in Portuguese and Spanish, reflecting his work across Lusophone and Latin American markets.
Geraldine Geraldo brings over 20 years of experience in the oil and gas sector, with expertise across Angola and a range of international markets. She began her career at the World Bank before joining Chevron as a lawyer, later progressing into a range of commercial roles across the United States, Kazakhstan, and Angola. She led an Angolan government task force involved in drafting legislation for marginal fields and gas commercialisation.
Geraldine is also an active investor and entrepreneur, having successfully founded and developed multiple businesses from inception, including several social projects in Angola. She brings a strong combination of legal, commercial, and strategic expertise, particularly in navigating complex and evolving markets.
She holds an LLB from the University of Namibia and an LLM in Human Rights from the University of Pretoria, and is fluent in Portuguese, French, and Afrikaans.
The Board has responsibility to govern the Company rather than to manage it and in doing so act in the best interests of the Company as a whole, establishing and maintaining corporate structures and processes in line with current legislation, its business aspirations and its corporate culture, that are appropriate to its size and complexity, capacity and tolerance for risk.
The Interim Non-Executive Chairman is the leading representative of the Company, presenting the Company’s aims and policies to the outside world. The Chairman’s responsibilities include taking the Chair at Board Meetings and General Meetings, where he is responsible for ensuring the appropriate supply of information. The Chairman is also responsible for leading the development and execution of the Company’s long-term strategy, overseeing matters pertaining to the running of the Company and ensuring that the Company meets all legal requirements and corporate responsibilities. The Chairman assists in the response to shareholder inquiries and meets or speaks to shareholders as required.
The Chief Executive Officer is responsible for the day to day management of the business and works with the Interim Non-Executive Chairman to develop and execute the long-term strategy of the business and is responsible for its implementation. He shares responsibility for ensuring that the Company meets its legal requirements and corporate responsibilities. He works jointly with the Interim Non-Executive Chairman on shareholder and communication issues.
Currently the Company has an Independent Non-Executive Director, namely Andrew Fairclough, who chairs the Audit Committee, while Yan Zhao, Non-Executive Director, is a member of the Audit Committee. Yan Zhao, Non-Executive Director, chairs the Remuneration Committee and Andrew Fairclough, Independent Non-Executive Director, is a member of the Remuneration Committee. Pradeep Kabra, Independent Non-Executive Chairman, chairs the ESG Committee and Geraldine Geraldo, Executive Director – Chief Commercial and Strategy Officer, is a member of ESG Committee.
The Remuneration Committee is responsible for making recommendations to the Board on Directors’ remuneration, which also recommends and monitors the level and structure of remuneration for senior executive management, ensuring safeguards are in place to prevent awards made for poor performance. The Remuneration Committee comprises Yan Zhao (Chairman) and Andrew Fairclough. Other senior personnel attend the Remuneration Committee’s meetings as requested by the Committee, which meets at least twice a year. The Remuneration Committee Terms of Reference can be found here.
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