Good Governance and Business Ethics
Effective corporate governance and ethical business practices are essential to building trust, ensuring accountability, and driving sustainable value creation. Valeura has identified Governance and Business Ethics as a critical material topic to ensure the ongoing sustainability of its business. The Company is committed to full compliance with applicable legal requirements.
Management Approach
Board Composition and Governance Structure
Valeura’s governance framework embeds transparency, ethical practices, and fairness across the business. Multiple governance bodies with distinct roles and responsibilities within the Board – appointed by shareholders – provide strategic direction and oversight for Valeura’s business.
Valeura’s Board is further organised into four committees, as identified below:
Valeura’s Board is appointed through a rigorous nominating process led by the Governance, Nominating, and Compensation Committee (GNC) with elections on an annual basis. Nominations are based on a comprehensive assessment of each candidate’s competencies, professional experience, and independence. In addition, the GNC places emphasis on diversity and fair representation across various groups and disciplines.
The Board, chaired by Dr. Tim Marchant as non-executive and independent director, convenes at least on a quarterly basis to provide strategic oversight and guide the organisation in alignment with Valeura’s long-term objectives.
To maintain high standards of governance, a structured assessment process is conducted annually. This evaluation covers the performance and effectiveness of the Board as a whole, its committees, the Chairman, and individual directors – measured against their respective terms of reference and role expectations.
This disciplined approach to Board evaluation ensures continued accountability, relevance, and alignment with Valeura’s corporate vision.
Business Ethics
Valeura has established a Code of Conduct and Ethics, which sets out the guiding principles and expectations that guide the behaviour of all employees, reinforcing the Company’s commitment to integrity, transparency, and responsible business practices. To ensure these standards are upheld across all operations, Valeura also requires all service contractors to fully comply with the Contractor Code of Conduct. This forms an integral part of the standard service contract template and is contractually binding. Contractors are expected to act in good faith while delivering services to or on behalf of Valeura and to uphold the Company’s ethical standards at all times.
The Contractor Code of Conduct defines corporate responsibilities across six key areas:
This structured framework reinforces ethical conduct throughout the Company’s supply chain and operational partnerships, safeguarding Valeura’s reputation and aligning external contributors with its core values.
- Each director, officer, employee and contractor must at all times comply fully with applicable law, and must not have a material financial interest in any organisation engaged with Valeura, whether directly or through a family member or associate.
- Anyone engaging in the political process must take care to separate their personal activities from their association with the Valeura.
- Valeura is committed to upholding internationally recognised human rights, aligning with the United Nations Universal Declaration of Human Rights and the UN Guiding Principles on Business and Human Rights.
- If the Board determines that anyone has breached this Code, the Board may sanction the individual, including asking for his or her resignation.
- Prohibition of bribes and improper payments.
- Establish procedures to ensure that Valeura’s business is conducted in an honest and ethical manner in compliance with relevant laws, regulations and the Organisation for Economic Co-operation and Development’s (OECD) Guidelines for Multinational Enterprises relating to bribery.
- Promote diversity of the Board of Directors, senior management, and subsidiaries by appointing highly talented and experienced individuals with diverse backgrounds, and increase female representation throughout the organisation.
Valeura is committed to maintaining full transparency with all stakeholders, including host governments of countries where the Company operates. In Canada, Valeura publishes annual reports detailing specific payments made to local governments and abroad, in line with the Extractive Sector Transparency Measures Act.
The Company also publishes annual reports pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada), also known as the “Modern Slavery Act” to evidence its commitment to ensuring that all forms of modern slavery are excluded from its business and supply chain.
Online self-learning programmes have also been implemented to ensure that all employees fully understand and comply with the Code of Business Conduct and Ethics. Employees are required to review and acknowledge the Code, along with Valeura’s Anti-Corruption Policy, Confidential Information Policy, Reporting of Inappropriate Activity Policy, and Employee Privacy Notice.
Grievance Mechanism
Valeura fosters a culture of transparency and accountability that upholds the rights of all stakeholders. Through the Reporting of Inappropriate Activity Policy, any stakeholder can report concerns related to accounting, auditing or fraudulent financial information with protection from discrimination, retaliation or harassment. This can be done through multiple channels, including direct communications to the Corporate Secretary, an anonymous letter to the General Counsel (governance@valeuraenergy.com), to the Chairman of the Audit Committee, or to the Chairman of the Board of Directors. Importantly, employees and contractors can report concerns about business ethics, human rights violations, discrimination or harassment through an internal grievance channel or legal@valeuraenergy.com.
All complaints reported are promptly and thoroughly investigated with corrective actions in compliance with applicable laws taken for substantiated cases, which may include disciplinary measures or termination for the employee involved. Information disclosed during investigations is kept confidential, except when required to conduct the inquiry.
Evaluation of Performance
Performance
The Company fosters a culture of transparency, which is essential for protecting the organisation’s integrity. In 2025, Valeura had zero identified cases of breach of business ethics, cases of corruption, non-compliance with laws and regulations, or anti-competition. Valeura had zero fines and convictions related to corruption and bribery.
As a company, Valeura refrains from participating in political activities, including lobbying or making political contributions. However, the Company respects employees’ individual rights to personal political affiliations and does not discourage their involvement in political processes in their personal capacity. As part of its commitment to being a responsible corporate citizen, Valeura supports and contributes to non-profit organisations and industry associations that promote knowledge sharing within the oil and gas industry. In 2025, the Company was part of and supported the following organisations in furtherance of knowledge sharing.
Mandatory Training and Refresher on Business Ethics in 2025
Since 2025, Valeura’s Compliance and Legal teams have delivered a series of mandatory training programmes centred on business ethics, reinforcing our organisation’s commitment to lawful and principled conduct.
These sessions were jointly launched via the VE GO1 digital learning platform, ensuring ease of access for all employees regardless of location, while maximising cost-efficiency through shared utilisation across the Company.