The Board comprises four directors – a joint chairman and CEO, Jeremy Asher, who has executive responsibilities, including the day-to-day management and financial control of the Company’s subsidiaries; Exploration Director Mark Enfield, an executive director who has responsibility for technical and sub-surface matters; and two independent non-executive directors: Paula Brancato and Stacey Kivel.
Based on the size of the company and stage of its development the board are comfortable with the re-election of Directors when their reappointment by rotation falls due at the time of the AGM
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 Company’s current size and stage of development, the Company believes that this combined role is merited and appropriate to the current size of the management team and board. However, this is an aspect of the Company’s governance that is reviewed every year.
The Audit Committee is chaired by Paula Brancato (NED) and Stacey Kivel (NED) is the other member; while the Remuneration Committee is chaired by Stacey Kivel (NED) with Paula Brancato (NED) being the other member. Therefore, both committees consist entirely of independent directors as recommended by the QCA code.
The QCA Code also recommends that the Board includes at least two non-executive directors who are identified as independent, as is presently the case at Tower; the Board will also review further appointments as the Group’s scale and complexity grows.
Historically, and in order to conserve working capital, NED compensation fees were paid in the form of warrants. However, going forward it is expected that NED fees will usually be paid in cash, therefore removing any element of performance-related remuneration from the independent non-executive directors.
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. The UK-based directors also meet to review operational and administrative progress with input from technical and administrative consultants at least once a month.
The composition of the board is balanced in terms of gender and nationalities, comprising two UK and two US nationals with widely ranging business, technical, legal and financial experience.
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.