Directors Committees

Corporate Governance

Spitfire Oil Limited (“the Company”) is incorporated in Bermuda which does not have a formal overarching corporate governance code. Under common law in Bermuda, shareholders are entitled to have the affairs of the Company conducted in accordance with general law and the Company’s memorandum of association and bye laws. The directors have, however, adopted and applied the principles of the UK Quoted Company (“QCA”) corporate governance code. The directors seek to add value, manage risks and minimise costs to ensure the long term sustainability of the Company and its business.

The board of directors includes a number of non-executive directors who are considered to be independent as their shareholdings are less than 0.2% of the Company’s issued share capital and are free from any business or other relationship which could materially interfere with the exercise of their independent judgement. The Board meets regularly and is responsible for the overall strategy of the Group, its performance, management and major financial matters. All directors are subject to re-appointment annually at each annual general meeting of the Company’s shareholders.

Pending the potential acquisition of a new business / assets, the main board of the directors has taken responsibility for all matters pertaining to the Company and corporate governance.

In view of the size of the Company and limited activities much of the principles and guidelines recommended by the QCA corporate governance code are yet to be applied or held in abeyance pending expansion of the Company’s interests and activities.

As required by Bermuda company law all the directors are shareholders in the Company to align their interests with that of the shareholders.

The Company and its directors having reviewed and considered the various corporate governance codes have adopted the Corporate Governance Code published by the UK Quoted Company Alliance (“QCA”) and the principles contained therein. The directors recognise the principles in the QCA code and have applied these where appropriate. In this regard:

  • Strategy: Spitfire through its wholly owned subsidiary Spitfire Oil Pty Ltd holds a retention licence over the Salmon Gums Lignite Deposit (“the Deposit”) in Western Australia. Lignite is a low-rank form of brown coal which has properties that allow it to be converted into oil. Spitfire is seeking to establish a mine and processing facilities at the Deposit to exploit the lignite resource by applying either its proprietary Lignite-to-Value conversion process (“L2V”) or in the event the L2V process does not prove feasible, another proven process in conjunction with other parties. However, this project remains on hold pending increased oil prices and / or further funding. In the mean time the directors are seeking other natural resource projects.
  • Shareholder expectations: The directors maintain regular contact with significant shareholders and the Company retains an office in London as a point of contact for all shareholders, in order to gauge the needs and expectations of shareholders in the Company.
  • Stakeholders: The Company through Spitfire Oil Pty Limited and its local agents liaise and work closely with the local community and neighbours at Salmon Gums and seeks to apply best practices for the protection of the environment and for the benefit of the local community.
  • Risks: The Company and its directors have identified and keep under consideration the risks facing the Company and its subsidiaries (“the Group”). In view of the current position of the Company and its activities these are limited.
  • Board of directors, structure: The board of directors is headed by a Chairman and a further three independent non executive directors.
  • Board of directors, skills: The existing board of directors brings a balance of skills and experience to the Company, including legal, financial, mining, geological and market expertise. Details of each director are given in the biographies of each director in the annual report and within the Company’s web site under Company Background.
  • Board performance: In view of the current position of the Company and minimal activities the performance of the directors is not formally monitored.
  • Corporate culture: In view of the current position of the Company and minimal activities a corporate culture has yet to be developed.
  • Governance structures: At present the Company’s personnel is limited to its directors assisted by advisers and agents, including geological consultants, tenement agents, and professional advisers all of whom report to the Board of directors.
  • Shareholder communications: The Company publishes annual and interim reports, makes regulatory news releases, and maintains a web site. All directors are re appointed annually at the Company’s annual general meeting of shareholders.