Investor Relations » AIM Rule 26
AIM Rule 26
This information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.BUSINESS DESCRIPTION
View Company ProfileCOMPANY DIRECTORS
Director BiographiesCORPORATE GOVERNANCE
The Directors recognize the importance of appropriate corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Corporate Governance Code does not apply to companies quoted on AIM and there is no formal alternative for AIM companies. The Quoted Companies Alliance has published a set of corporate governance guidelines for AIM companies, which include a code of best practice for AIM companies, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters. However, the Directors have implemented steps to comply with the Corporate Governance Code, so far as it is for the company at its current stage and size.
The Board of Directors
The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision, including matters relating to management structure and appointments, strategic and policy considerations, transactions and finance.
The Board is responsible for establishing and maintaining the Group’s system of internal financial controls and importance is placed on maintaining a robust control environment. The key procedures which the Board has established with a view to providing effective internal financial control include the following:
The Board is responsible for establishing and maintaining the Group’s system of internal financial controls and importance is placed on maintaining a robust control environment. The key procedures which the Board has established with a view to providing effective internal financial control include the following:
- the Company has instituted a monthly management reporting process to enable the Board to monitor the performance of the Group;
- the Board adopts and reviews a comprehensive annual budget for the Group. Monthly results are examined against the budget and deviations are closely monitored by the Board;
- the Board is responsible for identifying major business risks faced by the Group and for determining the appropriate courses of action to manage those risks; and
- fully consolidated management information is prepared on a regular basis, at least half yearly.
The Board recognises, however, that such a system of internal financial control can only provide reasonable, not absolute, assurance against material misstatement or loss. The effectiveness of the system of internal financial control operated by the Group will therefore be subject to regular review by the Board in light of the future growth and development of the Company and adjusted accordingly. The Board includes four non-executive directors. If necessary, the non-executive directors may take independent advice. The Board has delegated specific responsibilities to the committees referred to below.
The audit committee
The audit committee is comprised of Andrew J. Morris, Colin Orr-Ewing and John van der Welle and has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. In addition, it receives and reviews reports from the Company’s management and auditors. The audit committee meets at least three times a year and has unrestricted access to the Company’s auditors.
The remuneration committee
The remuneration committee is comprised of Ian Barby, Colin Orr-Ewing and John van der Welle and, amongst other things, makes recommendations to the Board on matters relating to the remuneration of the executive directors. In addition, it makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration committee meets at least twice a year.
The audit committee
The audit committee is comprised of Andrew J. Morris, Colin Orr-Ewing and John van der Welle and has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. In addition, it receives and reviews reports from the Company’s management and auditors. The audit committee meets at least three times a year and has unrestricted access to the Company’s auditors.
The remuneration committee
The remuneration committee is comprised of Ian Barby, Colin Orr-Ewing and John van der Welle and, amongst other things, makes recommendations to the Board on matters relating to the remuneration of the executive directors. In addition, it makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration committee meets at least twice a year.
INCORPORATION
Madagascar Oil Limited is incorporated in Bermuda and its main area of operation is in Madagascar.NON UK COMPANY
Madagascar Oil is incorporated under the laws of Bermuda and the rights of its shareholders are governed by Bermuda Law and may be different from the rights of shareholders in a UK incorporated company.CONSTITUTIONAL DOCUMENTS
View Memorandum of AssociationTRADING PLATFORMS
Madagascar Oil has not applied or agreed to have any of its securities admitted or traded to any exchanges or trading platforms other than AIM.SHARES IN ISSUE
The number of shares in issue is 531,372,909.MAJOR SHAREHOLDERS
| Benchmark Advantage Fund, Ltd. | 180,032,831 | 33.9% |
| Persistency | 82,691,038 | 15.6% |
| Outrider Management, LLC | 64,637,391 | 12.2% |
| Blakeney Group | 41,345,342 | 7.8% |
| The John Paul DeJoria Family Trust | 30,681,315 | 5.8% |
| MSD | 27,001,067 | 5.1% |
| Artemis Investment LLP | 23,216,433 | 4.4% |
| RAB Special Situations (Master) Fund Limited | 17,299,417 | 3.3% |
The percentage of shares not in public hands is 27.75%.
SHARE RESTRICTIONS
With the exception of restrictions imposed by lock-in and orderly market arrangements and US securities laws applicable to certain of the Company's common shares (further details of which are contained in the Admission Document), there are no restrictions on the transfer of the Company's common shares.