The Board comprises three directors – a joint chairman and CEO, Jeremy Asher, who has executive responsibilities, including the day-today management and financial control of the Company, and two independent non-executive directors: Dr Mark Enfield and Paula Brancato.
The Board is aware that the QCA Code advises that save in exceptional circumstances, the chairman should not also fulfil the role of chief executive. Given the current size and stage of the Company, Tower notes that this combined role is merited in the short-term, given current resource constraints although this will be monitored as the Company grows.
The Directors are of a view that the Company does not currently require a separate CFO to be appointed to the Board due to the current scale and complexity of operations and the experience of the Directors. In particular, the Company’s Chairman and CEO, Jeremy Asher – who holds an MBA and has chaired the audit committee of several public companies including (currently) Block Energy plc – has considerable financial experience and is supported by the Financial Controller, Andrew Smith, who is an experienced Chartered Accountant within the oil & gas sector and has supported the company in this capacity since 2014.
The Board notes that in recent periods, directors, including the independent non-executive directors, have received director fees in the form of warrants to acquire shares in the Company in order to conserve cash resources. The Board does not consider the payment of director fees in the form of warrants to impugn the independence of the non-executive Directors due to the quantum of warrants issued, its expected temporary nature and their independence from the Executive Chairman and major shareholders.
The Board meets formally at least four times a year but in practice holds many more additional meetings when necessary to transact other business. All the necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively.
There are formally constituted Audit and Remuneration Committees. There is currently no formal Nominations Committee as the Board participates in all relevant decisions. The Company will report annually on the number of Board and Committee meetings that have been held and the attendance record of individual directors in its annual accounts.