RE: Happy new year6 Jan 2026 20:31
Rom
The role of a Non-Executive Director comes with significant legal obligations and the Exec Directors have an obligation to comply with corporate governance requirement, irrespective of the CEO’s shareholding. There are many listed groups (particularly on AIM) where the CEO has a very significant shareholding but they are still required to comply with a Corporate Governance or risk being struck off. It is a very different world for Listed and private Companies and a Listed Company NED would (or at least should) resign if a CEO was abusing his Board approved authority. Even on AIM the Nomad is required to ensure there is a functioning and experience Board.
I am surprised you know that the BP NED’s were not informed of the Ineos deal. Also, Ineos was and is a private company and as such is not subject to stringent Corporate Governance obligations and, within reason, Sir Jim can do whatever he likes. In all seriousness, The Board of Shell/BP et al will have defined the size or other threshold of acquisition/disposals requiring Board approval and this will be relative to size of group. A £0.5b deal for Shell would possibly be below Board threshold. A relatively small acquisition for Enq would likely be above threshold and, as described in the 2024 Financial Statements, the Vietnam acquisition was subject to Enq Board approval (but probably not Harbour’s Board due to relative size).
We are probably overthinking this. My observation was simply that the recently joined NED’s had waited 18 month prior to buying their first shares and I surmised that this was because they were restricted due to closed period and progressing M&A and were not allowed to purchase shares until October 2025 (as the deals they were aware of had gone to other buyers). My logic was that if they had been aware of material progressing acquisition prior to October 2025, why would they not be aware of material acquisitions progressing at or immediately after October 2025.