10 May 2012 16:40
FOR IMMEDIATE RELEASE
10 May 2012
Melrose Resources plc
Notice of Annual General Meeting
Documents Available for Inspection
FSA Disclosure and Transparency Rules
Melrose Resources plc ("Melrose" or "the Company") announces that the Annual General Meeting of the Company will be held at 2.00pm on Thursday 7 June 2012 at Tods Murray LLP, Edinburgh Quay, 133 Fountainbridge, Edinburgh EH3 9AG.
The following documents have been mailed to the registered shareholders of Melrose:
¨ Annual Report and Accounts 2011;
¨ Notice of Annual General Meeting;
¨ Form of Proxy;
¨ Letter regarding electronic communications with shareholders.
The Company also announces that copies of each of the above documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com.nsm.do .
The Annual Report and Accounts will also be available for viewing on the Company's website at www.melroseresources.com or a copy can be obtained by writing to the Company Secretary, Melrose Resources plc, 5th floor, Exchange Tower, 19 Canning Street, Edinburgh EH3 8EG.
The Appendices to this announcement contain additional information required pursuant to Disclosure and Transparency Rules 4.1 and 6.3.5. This information is extracted from the Annual Report and Accounts and page references are to pages of the Annual Report and Accounts. The Company's Annual Results for the year ended 31 December 2011 were announced to the London Stock Exchange on 28 March 2012.
For further information please contact:
Melrose Resources plc | |
Alasdair Robinson, Group Company Secretary | 0131 221 3360 |
Pelham Bell Pottinger | |
Mark Antelme/Henry Lerwill/Charlie Stewart | 0207 861 3232 |
Appendix 1
Directors' responsibility statement
Page 43 of the Annual Report and Accounts contains a responsibility statement which includes the following extract:
To the best of the knowledge of the Directors:
¨ the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and
¨ the management report, comprising the Chairman's Statement, the Operational Review, the Financial Review, the Health, Safety, Environmental and Social Review and the Corporate Governance Report together, include a fair review of the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Appendix 2
Risk factors and internal control
Page 34 of the Annual Report and Accounts contains a description of the principal business risks facing the Company and the internal controls that are in place to manage these risks which includes the following extract:
An element of risk is central to the activities of oil and gas exploration and development and it is the Board's objective to be aware of the risks, to evaluate them and to mitigate them where possible, to insure against them where appropriate and to manage any residual risk.
The Board has categorised risk into six principal categories, each with a number of sub-categories. These are as follows:
Principal category | Sub-categories |
Strategic | Mix of oil and gas assets Geographical spread Financial resources Corporate and asset acquisitions |
Political | Egypt Bulgaria Romania France Turkey |
Bribery and Corruption | Employees and consultants Service providers, associated persons Adequate procedures Facilitation payments |
Operational | HSE and CSR Exploration techniques Rig availability and contracts Control of assets Project execution Lease/concession commitments Reservoir/production performance |
Financial | Ability to raise finance Oil and gas price volatility Fiscal change Group tax structure Internal and overseas office accounting Uninsured events |
Corporate | Information technology Succession planning Corporate governance Management processes Human resources Shareholder sentiment |
Each sub-category of risk is analysed on a regular basis to assess the extent of the risk, the mitigants in place, and what action items are required to address the risk, if any. The risk is then categorised according to the level of the risk and the timing of implementing the identified action plan. Depending upon the outcome of this review, action items will be allocated to certain members of the senior management and Executive Director team for their overall responsibility.
In addition to this process, the Board will also seek to identify certain specific risks within each category of the risk register. These risks are then analysed and plotted on a risk matrix which demonstrates the likelihood of that risk arising and the impact it would have on the Company. Any such risk which is plotted above a certain tolerance threshold entails auctioning of immediate mitigation measures. Those risks below this threshold may also cause mitigation measures to be auctioned depending on the context of the risk.
The Directors believe that the frequency of Board and Executive Committee meetings and the level of detail presented at these meetings provide the appropriate process to identify, evaluate and manage these risks on an ongoing basis. In addition, a report is prepared twice each year by the Group Company Secretary for the Board following consultation with senior management throughout the Group. The process is regularly reviewed by the Board and accords with the guidance for Directors in the Code.
The Board confirms that the Group has complied with the Code provisions on internal control, having established the procedures necessary to implement the guidance originally issued in 1999 as the Turnbull committee report, updated in 2008, and by reporting in accordance with that guidance.
The Board considers that the system of internal financial controls which may have been developed and implemented over many years meet the needs, risks and opportunities of the Company. These controls provide reasonable, but not absolute assurance against material mis-statement or loss. The system of internal financial control is designed to give confidence that proper accounting records are maintained and that the financial information which is prepared for management and which is provided to shareholders is accurate and reliable. The Board has reviewed the operation and effectiveness of the Group's system for the period up to the date of approval of the financial statements in order to ensure that they are effective in managing risks to which the Group is exposed and are satisfied that this is the case.
The key elements of the system of internal controls are as follows:
Risk identification
As detailed above, the Board has established a process of identifying, evaluating and managing the key risks facing the Group's business. This risk identification and review process has been in place during the year under review and up to the date of approval of the Annual Report and Accounts. The key business risks identified are taken into account by the Board when assessing the Group's internal controls.
Controls and procedures
The Group has in place detailed operating and financial controls and procedures. The key points of the internal financial controls are the imposition of authority limits, division of responsibility, regular reporting of transactions and balances and review procedures. The operation of the Company's administrative teams is closely supervised by the Executive Directors in Edinburgh and overseas. The Board has considered the need for an internal audit function but has decided that the size of the Group does not justify it at present. This decision is kept under review.
Monitoring of financial performance, operations and capital investment
A strategic planning process is in place whereby financial performance is measured against a detailed annual budget prepared for the Group, the Company and for each operating subsidiary. A comprehensive budgeting system with an annual budget, based on production forecasts which are prepared internally, is reviewed by the Executive Directors and approved by the Board. The Board also monitors the regular revision of forecasts for the year, monitors financial performance and the appropriate delegation of authorities, monthly financial reports, including production, income statement information, analysis of expenditures, a cash flow statement and balance sheet details are prepared for and discussed by the Executive Directors and the Board. Capital expenditures are controlled within the budget by a stringent procedure for the authorisation of expenditures.
Appendix 3
Related party transactions
Page 77 of the Annual Report and Accounts contains the following disclosure:
Under the terms of a Net Profit Interest Agreement relating to the Galata gas field and originally entered into in 1998 an amount of $ nil (2010: $ nil) is payable in respect of 2011 to Orbis Holding Ltd, a company in which David Archer has a 50 percent beneficial interest.