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Sirius Petroleum plc, the Nigeria focused oil and gas development and production company, has adopted the Quoted Companies Alliance (‘QCA’) Corporate Governance Guidelines wherever applicable. As the Company grows in line with its stated strategy it will continue to develop additional practices and evolve existing ones in accordance with the QCA Corporate Governance Guidelines.

1. Business Description


Sirius has a 40% economic interest under a Financial & Technical Service Agreement has entered into a Joint Operating Agreement (“JOA”) in August 2017 with its indigenous partners Owena Oil & Gas (100% state owned entity) and Guarantee Petroleum, who own 27% and 33% respectively. The mid-case gross recoverable 2C contingent resources are 24mmboe.

Sirius has agreed innovative funding and operating partnerships with global industry leaders to execute the drilling campaign to first oil. The initial Ororo-2 well programme, once drilled, aims at delivering an initial production of 2,700 boepd.

Relations with shareholder – always looking to improve engagement, mindful of the balance with regulatory and commercial environments

The vast majority of our shareholders are retail investors and we seek to engage with them at our Annual General Meetings, where the Directors’ are available to answer questions. The company is also available to discuss any issues shareholders may have between AGMs.

Shareholder enquiries should be directed in the first instance to

The Board continually evaluates the most effective ways of engaging with its shareholders, whilst at the early stages, and particularly during times of little or no newsflow, shareholder engagement has been challenging given the ingerent commercial sensitivities of the Company’s commercial discussions and the disclosure requirements under both the AIM Rules for Companies and . As the company grows it will consider creating shareholders’ forums to meet on a regular basis.

Our Stakeholders

Major stakeholders and Corporate Social Responsibility

The company has identified its major stakeholders as being:

Internal – Employees and consultants in both UK & Nigeria

External - Partners/co-owners

- Key Suppliers

- Customers

- Financial advisors and backers

- Regulators

The Board has regular contact with all of its stakeholders, and feedback is considered on a continuous basis by management. Due to the fast-moving operational phase minor changes to our planned work streams are implemented on a daily basis.

Sirius has a corporate responsibility to operate as safely as possible and to support the local community and landscape. Through employing locally and working to provide benefits to the local community, Sirius aims to become an asset to the local area. Sirius adheres to a Community Relations Policy which aims to benefit the local community. We believe that good community relations will aid Sirius to deliver shareholder value. Corporate Social Responsibility can; create consumer trust and increase sales; create employee morale and attract employees. Our CSR policy is available in full (link).

Risk management – embedded thinking across the Company

We take risk management, and the process of risk management very seriously indeed, as any company should. In our sector, the process is always treated with great respect from the simplest of ‘on-the-ground’ tasks, to in-country analysis and engineering and geophysical analysis.

The Company has recognised the following to be the risks the business faces. Further details of these risks are set out in the admission document dated 30 November 2017(part 3 page 38), which can be found on the following link. The company also sets out how it manages what it considers to be the most relevant of these risks in its Annual Report each year. The Board reviews and revises its risk list and the specific risks regularly and has appointed a dedicated QHSS&E manager.

The Company has fully documented the keys areas of risk (in detail as per the above link to the admission document) and can be assessed in 4 key areas as follows:

1. Risks specific to the Group including operational, commercial and financial

2. Risks common to the oil and gas industry

3. Risks specific to emerging or developing regions of operation

4. Risks relation to AIM and the Company’s Ordinary Shares.

Once again, the Company refers the reader to the admission document dated 30 November 2017(part 3 page 38), which can be found on the following link:

2. Company Directors:

The Sirius Petroleum plc Board is there to lead and assist development of the business and deliver the strategy to grow the business.

The Company supports the concept of an effective board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Company’s expense.

The Board consists of three executive and three non-executive Directors, who bring a breadth of experience and knowledge. This provides a balance whereby the Board’s decision making cannot be dominated by an individual. The Chairman of the Board is Mr Jack Pryde.

Board disclosures

The executive-directors each work in excess of 35 hours per week for the company, and the non-executive directors are expected to work 8 hours per month on average. The three non-executive directors are considered to be independent. Their minor interests in shareholdings and the company’s share option scheme are not considered to be an impediment to their independent status.

The Board of Directors holds scheduled Board meetings approximately six times per year plus such other ad hoc meetings as are deemed necessary to deal with urgent business matters. All the necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. At Board meetings, there is a formal schedule of matters reserved for consideration by the Board and other matters are delegated are delegated to Board committees.

The Board is responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure, acquisitions and senior personnel appointments.

The Board has established subcommittees of the Board, comprising an Audit Committee, a

Remuneration Committee and a Nominations Committee.

Audit Committee

The Audit Committee comprises Simon Hawkins (Chairman), Toby Hayward. The Audit Committee meets at least half yearly and will be responsible for ensuring that the financial performance of the Group is properly monitored and reported on, as well as meeting the auditors and reviewing any reports from the auditors regarding accounts and internal control systems.

Remuneration Committee

The Remuneration Committee comprises Toby Hayward (Chairman), Simon Hawkins. The Remuneration Committee meets at least twice a year and has as its remit the determination and review of, amongst other matters, the remuneration of Executive Directors and any share incentive plans adopted, or be adopted, by the Company. The remuneration committee has engaged MM&K to advise it.

Nominations Committee

The Nomination Committee, chaired by Jack Pryde, and is joined by Toby Hayward and Simon Hawkins, non-executive directors, deals with succession planning, and additions to the Board. Due to the current size of operations it meets on an ad hoc basis when necessary.

The annual report will include the number of board and committee meetings held each year, together with the attendance records.

Internal control

The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and the Group’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board has considered the need for an internal audit function but has decided the size of the Group does not justify it at present. However, it will keep the decision under annual review.

Members of the Board

Jack Pryde, Chairman

Mr Pryde, aged 72, is a Chartered Certified Accountant and has held various senior management positions in the investment banking industry. He is a former director and head of corporate finance at Henry Ansbacher & Co. and a former Vice President of corporate finance at Canaccord Capital. He left Jefferies International as director of equity capital markets in May 2010. He has extensive experience of advising companies in the resources and energy sectors. He has been the Chairman of Sirius since March 2011.

Jack encourages ideas and opinions from all Board members and maintains a very open dialogue with senior management, always encouraging open-mindedness across all employees. He keeps abreast of regulatory changes affecting AIM listed companies as well as changes to disclosure regulations and IFRS with regard to the Company’s financial statements. He also brings excellent personal skills and experience when working and liaising with employees and the Company’s broad range of other stakeholders.

Olukayode Olufemi Kuti, Chief Executive Officer

Mr Kuti, aged 32, obtained a BA from Duke University, USA. He studied Economics & Psychology and also received a Markets and Management Certificate. Since University he has worked as an Investment Advisor for a South African investment fund, Huxton Capital. He was instrumental in the formation and structuring of the Company’s contact base in Nigeria and has responsibility for maintenance of those relations. He has been the CEO of Sirius since September 2013.

Mark Henderson, Chief Financial Officer

Mr Henderson, aged 48, is a Chartered Accountant and has focused on analysis of the global energy sector for over 20 years. He is a Director and Head of Oil & Gas at Stockdale Securities and a former Director CoHead of European Oil & Gas Equity Research at Credit Suisse Securities. Mr Henderson also held a number of senior roles at a number of oil and gas and investment companies and firms, including serving as an Investor Relations Consultant at Eurasia Drilling Company, conducting project management at Enersol Corporation and serving as a Branch Manager at Wolfgang Steubing AG, as a Senior Equity Analyst at Commerzbank Securities and as an Equity Analyst at Deutsche Morgan Grenfell. In addition, between 1999 and 2003, Mr Henderson served as a Sector Portfolio Manager at the Abu Dhabi Investment Authority.

Mark has developed a thorough understanding of oil and gas markets from his time as an equity research analyst and built a comprehensive network of relationships within the investment community, particularly those with a focus on oil and gas. Mark’s analytical skills and corporate finance experience are important attributes in ensuring that Sirius is successful in taking advantage of the substantial business development opportunities that exist in Nigeria.

Toby Jonathan Hayward, Non-Executive Director and Senior Independent Director

Mr Hayward, aged 59, is a chartered accountant and has been an investment banker since 1984. He was a director of corporate finance at Singer & Friedlander Limited and Henry Ansbacher & Co. Limited before becoming Head of Oil and Gas Equity Capital Markets at Canaccord Adams. He joined Jefferies International Limited as a managing director in 2005 with responsibility for the UK Equity Capital Markets and listed clients in the exploration and production sectors. He also undertook nominated adviser responsibilities. He left Jefferies in June 2008 to concentrate on a number of private initiatives. He has also previously held the positions of chairman and non-executive director at Severfield plc and Non-executive director and interim CEO at Afren plc.

Toby has experience of running UK-listed company boards and is a senior independent member of the Sirius Petroleum plc Board. He is also Chairman of the Remunerations Committee. He is very experienced in the UK market regulatory environment both AIM Rules for Companies, UKLA and the latest disclosure obligations under the European Market Abuse Regulations (MAR) designed to provide a uniform and transparent legal framework of investor protection across EU capital markets.

Simon John Lindsay Hawkins, Non-Executive Director and Company Secretary

Mr Hawkins, aged 57, has over 30 years of experience in oil and gas finance, having worked in both the industry and in investment banking. Having had nine years international experience with the Royal Dutch Shell group of companies in London, The Netherlands and Nigeria, he became a director and equity analyst at UBS, Dresdner Kleinwort, Ambrian Partners, MF Global and N+1 Singer. After two years at Afren plc, where he was the global head of investor relations, Mr Hawkins served for a year on the board at Sirius. He is a member of the Chartered Institute of Public Finance & Accountancy, holds a BSc Econ (Hons) in Economics from the University of Wales and a postgraduate certificate in Oil and Gas Financial Management from the University of North Texas. Mr Hawkins was ranked number one by Thomson Extel for his coverage of European Gas while at UBS.

Having developed considerable experience in both the oil and gas industry and the financial markets, Simon has a calm and measured approach which he brings to the Board. He has a strong sense of creativity, but at the same time he is uncompromising in choosing the right path in difficult circumstances. He keeps up to date with AIM Rule changes and UK Companies law as part of his role as Company Secretary and NED.

Board Composition

The Board is aware that it does not conform to good Corporate Governance recommendations in relation to the diversity of its board. The Board currently comprises six directors all of whom are male and from similar backgrounds. As the company grows and the size of the board increases the Company intends to rectify this. Our senior management team is drawn from diverse backgrounds throughout the world.

The Board and its committees obtain advice from the following external sources:

MM&K Limited (remuneration committee)

Grant Thornton LLP (audit committee)

Fladgate LLP – (legal advice to both Board and committees)

Cantor Fitzgerald Europe - (Nomad providing advice to both Board and committees)

Separate transaction advisors are used as appropriate.

Evaluating board performance against primary objectives

The Board recognises that its primary objective is to ensure it delivers shareholder value in the medium to long term. In addition to this it recognises that individual Board members and committees have various responsibilities and objectives. At this stage of development, the Company has not identified criteria against which the Board, committees and individual Directors are measured although, in line with the Company’s corporate culture and its strategy, it makes best efforts to operate in an ethical and honest manor with all of its employees, operational and funding partners, asset co-owners and other stakeholders at all times and continue to strive to be innovation and efficient in delivering value for shareholders and other stakeholders in the business.

The Sirius Corporate Culture – always looking to innovate and improve

The Company’s ethos is to provide a working environment which promotes innovation and efficiency whilst also being mindful of the core values of honesty, empathy and commitment, which the Company makes best efforts to support with each member of the Sirius team. In addition, the Company always looks to support the personal and professional progression of each member of the team where it is able to do so.

This ethos is replicated with the Company’s operational partners, co-owners and funding partners, where the Company’s policy is committed to a working ethos that is both innovative and productive for each stakeholder working in partnership with the Company.

As yet at early stages in its development, the Company’s corporate culture will also be translated into the community-based projects that it commits to in the future.

Maintain governance structures and processes that support good decision-making by the Board

As the Company grows the Board will be diligent as to the balance between its Corporate Governance framework and theCompany’s strategic growth plans and always aims to maintain a degree of balance so that achieving growth in line with the strategy can sit comfortably alongside the Company’s corporate culture and ethos.

3. Director’s Responsibilities

There are currently Non-Executive Directors and Executive Directors on the Board. The Non-Executive directors are responsible for preparing the accounts in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The accounts are required by law to give a true and fair view of the state of affairs of the group and of the company and of the profit or loss of the group for that period.

In preparing the Company’s accounts, the directors are required to:

· select suitable accounting policies and then apply them consistently

· make judgements and estimates that are reasonable and prudent

· state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts

· prepare the accounts on the going concern basis unless it is inappropriate to presume that the group will continue in business

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors have implemented such corporate governance procedures and establish such committees of the Board as are required, including audit and remuneration committees, for it to comply with the terms of the QCA code for small and medium businesses, in so far as is appropriate for a company of its size. The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed in light of significant acquisitions and adjusted accordingly.

Takeover code
The UK Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.

4. Incorporation

Sirius Petroleum Plc is incorporated in England and Wales (Company no. 05181462) and its main country of operation is UK with operating subsidiaries in Nigeria.

5. Constitutional Documents

Copies of the Company’s constitutional documents can be downloaded below:

Articles of Association

Memorandum of Association

6. Shares in issue

The number of shares in issue is 3,689,299,651 and there are no shares held in treasury. Insofar as the Company is aware, the percentage of AIM securities that is not in public hands is 2.4%

7. Major shareholdings

As at 27 March 2019, the Company is aware of the following shareholders holding 3 per cent. or more of the issued share capital of the Company:

OwnerNo of Shares%
JIM NOMINEES LIMITED158,874,6024.31%

TR1 notices should be sent to

8. Share restrictions

There are no restrictions on the transfer of Sirius Petroleum’s shares.

9. Exchange/trading platforms

The securities of Sirius are traded on AIM, the market of that name operated by London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platforms.

10. Shareholder Voting

Result of Voting from Proxys received prior to General Meetings during the last 12 months

Annual General Meeting 27 December 2017


In Favour


















General Meeting 18 December 2017


In Favour


































11. Financial reports

The most recent published annual reports, interim reports, publications and shareholder circulars can be accessed here in addition to the Company’s AIM Admission document. Right click and save as to download:

Sirius Petroleum Annual Report and Financial Statements year ended 31st December 2018

Half Year Report For The Six Month Period Ended 30 June 2018

Form of Proxy

Annual Report for the Year Ended 31 December 2017

Half Year Report for the six month period ended 30 June 2017

Final Results for the year ended 31 December 2016

Interim results for the 6 month period ended 30 June 2016

Final Results for the year ended 31 December 2015

Interim Results for 6 month period ended 30 June 2015

Sirius Final Results for the year ended 31 December 2014

Interim Results for 6 month period ended 30 June 2014

Sirius Final Results for the year ended 31 December 2013

Sirius Petroleum’s Interim Results June 2013

Sirius Annual Return 2012 FINAL

Interim Results for 6 months ended 30 June 2012

Annual Report and Financial Statements for 12 months ended 31 December 2011

Interim Results for 12 months ended 30 June 2011

Annual Report and Financial Statements for 17 months ended 31 December 2010

Annual Report and Financial Statements for the year ended 31 July 2009

Annual Report and Financial Statements for the year ended 31 July 2008, AGM Notice & Form of Proxy

Sirius Petroleum AIM Admission document

Circular - EGM Notice - Name change to Sirius Petroleum plc

Annual Report and Financial Statements for the year ended 31 July 2007

Annual Report and Financial Statements for the year ended 31 July 2006

Proposed Acquisition and notice of ECM, May 2005

12. All notifications made by the Company in the last 12 months

A copy of the Company’s last 12 months of press releases can be accessed here.

13. Advisers

Company Secretary

Simon Hawkings

Nomad & Broker

Cantor Fitzgerald Europe
One Churchill Place
E14 5RD
tel:+44 20 7894 7000


Grant Thornton LLP
Grant Thornton House
Melton Street, Euston Square
London NW1 2EP


Fladgate LLP
25 North Row
London W1K 6DJ


Capita Asset Services
The Registry
34 Beckenham Road
Kent BR3 4TU

14. Reports & Publications

Ororo Field CPR – 2016

Admission Document 30 November 2017