Corporate Governance

Board Responsibilities

The Group is led and controlled by the Board of Gulf Keystone Petroleum Limited. The Board is composed of two Executive Directors, the Chief Executive Officer and Chief Financial Officer, and five Non-Executive Directors, including the Chair.

The Board of Gulf Keystone Petroleum Limited meets regularly to consider strategy and policy, major capital expenditure and all aspects of the Group’s activities and business operations. The Board has a formal schedule of matters reserved specifically for decision by the Board. Effectively, no decision of any material consequence is made other than by the Directors and all Directors participate in the key areas of decision-making. The Board is responsible to shareholders for the proper management of the Group. The Non-Executive Directors have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered.

The Board is committed to high standards of governance and aims to create a culture, which demands the same commitment and performance from all of our employees and contractors and in all our business activities. We continue to build organisational capacity and improve our management processes and procedures as the Company continues to develop. We seek to strike a balance between entrepreneurial risk-taking and prudent risk management, maintaining high standards of corporate governance without compromising Gulf Keystone’s unique culture.

The Board is responsible for the overall Group strategy, the appointment and removal of any Director, the approval of the Group’s annual budget, acquisition and divestment policy, approval of major capital expenditures, the overall capital structure of the Group, the consideration of significant financing and operational matters, and the approval of management incentive schemes. In addition, the Board is responsible for ensuring that major business risks are actively monitored and managed and is responsible to shareholders for the proper management of the Group.

Internal Control

The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The Board regularly reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. The Board is accordingly satisfied that effective controls are in place and that risks have been mitigated to an acceptable level.

Anti-Bribery Policy

Gulf Keystone Petroleum Limited has a zero tolerance approach to bribery and corruption across all its areas of operation. It is committed to acting fairly, ethically and with integrity in all territories in which the Company does business, and complying with the UK Bribery Act 2010.

The policy of Gulf Keystone Petroleum Limited is not to engage in or tolerate bribery or corruption in any form within the Company’s organisation or within organisations that the Company does business with. The Company has appointed an Anti-Bribery Officer and has external Whistleblowing procedures in place.

All officers and staff are required to comply with the Company’s Anti-Bribery Policy and, where practicable, the Company expects all third parties which it engages to do business on the Company’s behalf to take account of our Anti-Bribery Policy and to act in accordance with its provisions when carrying out work on the Company’s behalf.

The Board of Gulf Keystone Petroleum Limited has overall responsibility for bribery prevention and will closely monitor the effectiveness of its Anti-Bribery Policy. To view the Company’s Anti-Bribery Policy and Whistleblowing Policy, please click on the links below.

• Anti-Bribery Policy
• Whistleblowing Policy