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GOOD GOVERNANCE AND BUSINESS ETHICSIMPORTANCEEffective 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, and discusses its approach and performance in this area within this chapter. The Company strives to uphold its commitment and demonstrate unwavering integrity by ensuring full compliance with applicable legal requirements.MANAGEMENT APPROACHBOARD COMPOSITION AND GOVERNANCE STRUCTUREValeura has established a transparent governance framework along with supporting policies that integrate transparency, ethical practices, and fairness, aligning with the Company%u2019s commitment to conduct business responsibly. Valeura%u2019s governance structure comprises multiple governance bodies with different roles and responsibilities. The Board, appointed by shareholders provides strategic direction and oversight for Valeura%u2019s business.Male Directors: 5Female Directors: 2Independent Directors: 6Non-Independent Directors: 1Valeura%u2019s Board is appointed through a rigorous nominating process led by the Governance, Nominating, and Compensation Committee (GNC). Nominations are based on a comprehensive assessment of each candidate%u2019s competencies, professional experience, and independence. In addition, the GNC places emphasis on promoting diversity and ensuring fair representation from various groups and disciplines.The Board, chaired by Dr. Tim Marchant, convenes at least on a quarterly basis to provide strategic oversight and guide the organisation in alignment with Valeura%u2019s 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 %u2013 measured against their respective terms of reference and role expectations.This disciplined approach to Board evaluation ensures continued accountability, relevance, and alignment with Valeura%u2019s corporate vision. VALEURA ENERGY INC. 073