The Directors acknowledge the importance of good corporate governance and accountability to the stakeholders of Greka Drilling. The Corporate Governance Code, published in 2018 by the Quoted Companies Alliance (the QCA Code), has been adopted by the Company as it believes that the QCA Code provides it with the right governance framework: a flexible but rigorous outcome-orientated environment in which we can continue to develop our governance model to support our business.
Principle 1 : Establish a strategy and business model which promote long term value for shareholders
Greka Drilling is the largest independent and specialised provider of unconventional gas services in Asia. We have best-in-class rigs and crews. Our rigs are tailor-made for drilling coal bed methane and our crews are trained to uniform standards at the Greka Training School. Our rig fleets are based in Zhengzhou, China and Durgapur, India.
Greka Drilling has developed the LiFaBriC methodology for the under-saturated brittle and highly faulted coals typically found in China. The LiFaBriC lateral well design does not involve any fracking, it does not use chemicals and results in long well life and easy workover.
Our mission is to ensure our clients extract unconventional gas in the most cost-efficient and environmentally sound manner, while operating to the highest standards.
Our vision is to be globally recognised as the leading provider of drilling services for unconventional gas.
The Company has defined a number of strategies to achieve this vision.
- Grow organically and through strategic acquisitions
- Expand customer base within Asia
- Leverage first mover advantage in China and replicate success to India.
- Capitalise on the proprietary LiFaBriC methodology developed over the last decade and expand expertise from CBM to all unconventional gas reservoirs
Principle 2 : Seek to understand and meet shareholder needs and expectations
Greka Drilling is committed to open communication to the shareholders. The Directors attach importance to the provision of clear and timely information to shareholders and the broader investment community. Information about the Company is available on the company website (www.grekadrilling.com). The Company’s annual and interim reports are also sent to shareholders andmade available through its website.
The Annual General Meeting (“AGM”) is our principal form of dialogue with our shareholders. The AGM is convened by the Board in accordance with the Articles of Association. Extraordinary general meetings (“EGM”) may be convened by the Board or on the written requisition of any member of members entitled to attend and vote at the general meetings. The notice period for convening an AGM or an EGM is 14 days. Notice of a meeting shall specify whether it is an AGM or EGM, the venue, date and time of the meeting, the nature of the business to be transacted and resolutions intended to be proposed and details of entitlement to appoint a proxy. Notice shall be given to the members, Directors and Company secretary of the Company in accordance with the Articles of Association. The Notice of AGM or EGM are published on company website. The Chairman and Board of Directors attend the AGM or EGM to answer questions from shareholders. The number of proxies vote for, against or withheld is announced during the AGM or EGM. The results are subsequently released by RNS and published on the Company’s website.
The Company also communicates with its shareholder and stakeholders through our annual reports; corporate presentations, press release distribution and regulatory announcement (RNS). Greka Drilling provides both operational and financial updates regularly through regulatory announcements (RNS). The Company maintains a dedicated email for investor relations contact (email@example.com). Corporate presentations are available on company website for investors.
Principle 3 : Take into account wider stakeholder and social responsibilities and their implications for long-term success.
Greka Drilling understands our long term success depends on close relationships with its stakeholders. Apart from our shareholders, the Board defines employees, local communities and clients as our important stakeholder groups.
The Directors believe that Greka Drilling’s success is highly dependent on the quality and loyalty of its employees and management team. The company adopts an effective remuneration strategy and recruitment program. The Company elected an incentive reward system; on-going training and career development plan, succession plan as well as Greka Training School. Greka Drilling strives to provide continual technical job training which keeps our people on top of the most advanced innovation and technological know-how. The Greka Training School was launched in the second half of 2011, offering over 20 training modules to our employees. Rig crews all do an intensive 4 week training course covering theoretical and practical aspects of operations such as Drilling Rig Operation, SOP, Directional Drilling, Health Safety Environmental Certification Equipment Maintenance and Management Training.
Our well designs and drilling techniques allow for natural desorption, without the need for fracking. The LiFaBriC methodology has been applied to develop the Coal Bed Methane Basin without the need for fracks and use of chemical, with minimal surface costs and surface interference for local communities. We work closely with the local communities. Our water management process allows farmers to use it for irrigation. Our non-fracking drilling techniques satisfy a broad range of reservoir management and environmental objectives for ourselves and the communities where we operate.
To best serve our clients, we provide a single cost-effective solution for multiple well services combined with best quality management system. These include:
- Obtained ISO 9001 Quality Management Certification
- We have our own set of health safety and environmental protection systems
- We have our own set of quality management system and Standard Operating Procedure
- Expanding LiFaBriC Technologies: MWD, LWD & RMRS
- Fleets of Purpose Built Rigs
Principle 4 : Embed effective risk management, considering both opportunities and threats, throughout the organization
Risk management is central to achieving the Company’s strategy and delivering long term value to all stakeholders. The Board, its Committees and the Executive team are actively engaged in managing both risks and opportunities to the Group. Risks and opportunities can come from a variety of sources and can be directly related to the Company’s operational and commercial activities and support functions, or they can arise externally: from third parties such as Joint Venture partners, suppliers, regulators and competitors; from the economic environment; or from the political climate. The Company operates to ensure that risks are identified, understood, agreed, communicated and acted upon in a timely and consistent manner.
Principle 5. Maintain the board as a well-functioning, balanced team led by the chair
The Board recognises the importance of sound corporate governance and intends so far as is practicable to ensure that. The Company adopts policies and procedures which reflect such of the principles of the UK Corporate Governance Code as are appropriate to the Company. The Board comprises of one Executive Director, Randeep S Grewal and two non-Executive Directors, Mr. Bryan Smart and Mr. Sean Mulhearn (both of whom are considered independent). The Board believes it has a sufficient balance of knowledge and independence to perform its duties and responsibilities. The Board believes its blend of experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute the Company’s strategy.
The Board holds at least one Board meeting per quarter, two audit committee meetings a year. All of such meetings in 2018 were attended by the relevant Board and committee members. No remuneration committee meetings were held in 2018 and the responsibilities of the committee have been assumed by the Board as a whole. The Chairman is responsible for ensuring that the directors receive accurate, sufficient and timely information ahead of the meeting. Prior to each meeting, a Board Package with agenda and reading materials covering the full range of subjects to the Board are issued by the Chairman. The directors review these materials with careful consideration. Minutes and resolutions were taken and filed of each meeting. The Directors are expected to commit such time to the Company as is required to discharge their duties as directors.
The Company operates an established framework of internal financial controls according to the Company policy and procedure. These include:
- Credit Committee overseen by the CFO and COO to appraise and evaluate investment proposal, merger and acquisition opportunity and capital requirement.
- Greka Policy and Procedure (GPP) system stipulates accounting and financial application and approval authorization level.
- Authorization for Expenditure (AFE) regulates fund requisition and capital expenditure.
- Purchasing and Bidding Process to ensure fairness and transparency
- Monthly financial reporting and review session attend by CEO, CFO and COO.
- Quarterly management meeting and operations performance review
- Comprehensive annual budgeting review and approval by the Executive Management team and the Board.
- Effective Key Performance Indicator for business performance.
The roles of Chairman and Chief Executive are currently combined as the Company seeks to constrain its administrative expenses; this combined Board role is balanced by two experienced independent non-executive directors.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Greka Drilling has assembled a highly experienced board of directors with an extensive track record of capital finance and drilling sector experience.
The profiles of the executive and non-executive directors demonstrate their suitability for the responsibilities with which they have been entrusted are available on the Company’s website.
The Board as a whole is kept abreast with developments of governance and AIM regulations. The Company’s NOMAD provides board room training as to the AIM Rules for Companies and the directors have access to the Company’s advisers.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board considers that its effectiveness, and the individual performance of its directors is vital to the success of the Company. The Company holds regular board meetings throughout the year as the business demands at which reports relating to the Group’s operations, together with financial reports, are considered. The agenda is set with consideration being given to both standing agenda items and the strategic and operational needs of the business.
The Company does not currently carry out a formal review of the Board’s effectiveness as required by Principle 7 of the QCA code although the effective functioning of the Board is the responsibility of the executive Chairman on an ongoing basis.
8. Promote a corporate culture that is based on ethical values and behaviors
At Greka Drilling, we value loyalty, commitment and teamwork, and hard workers have a bright future. We look for people who can take our business forward, and who share our cultures, values and commitment to building a sustainable business and a leader in the drilling services industry in Asia. ;
The Company is dedicated to continuing what we believe to be an excellent employee relations program. At all times, we will maintain the highest standard of code of conduct. We attempt to provide our staff good working conditions, competitive compensation and benefits, open communication, zero injury working environment and employment engagement. This approach is supervised and assessed by the management team in the normal course of business.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The role, responsibility and function of the Director are set forth in their appointment letter. Each director is expected to perform general fiduciary duties and apply the skill and knowledge to contribute to the determination of the followings matters:
- The strategy and long term growth plan of the Company
- The performance and management of the Company, including the extent to which agreed goals and objectives are met
- Present and future availability and use of resources and capital
- Standards of conduct, compliance and control on the Board and in the Company generally
- The appointment and, where appropriate, removal of senior executives, key employees and officers and the determination of appropriate levels of remuneration
- Review and approve financial statement, interim and annual financial report
The Directors are expected to attend at all scheduled Board meetings and general meetings and also to participate in the meetings of the board committees on which they sit.
The role and responsibility of the Chairman are set forth below:
- Review annually the performance of the Board and each committee members of the Board
- Lead and chair each board meeting
The Company has established an Audit Committee with formally delegated duties and responsibilities.
The Audit Committee determines the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has have unrestricted access to, and oversee the relationship with, the Company's auditors.
The Company has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared. The Directors will monitor the suitability of the QCA Code for the Company in the future and revise its governance framework as may be appropriate as the Company evolves.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Greka Drilling communicates to shareholders and stakeholders through the Annual and Interim financial reports, corporate presentations, RNS regulatory announcements (including of all outcomes of shareholder votes), research analyst report. All historical company information is available on company website investor relations page (http://www.grekadrilling.com/investor-financial). The Company follows AIM Rules 26 and all information is updated on the website.