Bond Offering Memorandum 23 July 2014 - page 31

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The Group believes opportunities are being presented throughout the greater MENA region as a result of liberalisation
by national oil companies and the maturation of existing fields. With its in-depth understanding of the oil and gas
industry in the countries in which it operates, the Group will seek to establish a long-term operational presence in other
key countries in the greater MENA region. By becoming and remaining a valued partner for both local governments and
other oil and gas companies in the greater MENA region, the Group will seek to take advantage of these opportunities by
deepening and extending its contacts and relationships with governments and oil and gas industry participants throughout
the greater MENA region, both in countries where it currently has operations as well as in new jurisdictions in which it
may seek to invest. The Directors believe that this will provide the Group with a competitive advantage in gaining access
to new opportunities in the region, as it has demonstrated with its licence awards in Iraq, as well as contributing to more
efficient operational processes, cost management, and resolution of any delays or problems. The Group will also
continue to focus on maintaining good relationships with local communities and aims to maintain good community
relations in the communities which host its operations.
The Group believes its technical and operational expertise gained through its experience in managing mature oil and gas
fields, as demonstrated by its successes in its Area A and BEA licences in Egypt will aid in reducing operational risk
associated with the Group’s developed and producing assets. The Directors believe that the core MENA region provides
significant opportunities for experienced operators such as the Group to create and extract greater value from developed
and producing assets, including mature oil and gas assets. These assets usually require more management attention and a
higher level of technical expertise with production enhancement than many less experienced operators can provide.
The Group’s health, safety, sustainability and environmental record illustrates a strong focus on adopting international
best practices in respect of Health, Safety, Sustainability & Environment (“
HSSE
”) systems and controls, which is led
by the Group’s senior management. The Directors believe that this is essential to long-term shareholder value given the
inherent risks of oil and gas exploration, appraisal and development operations. The Directors believe that this approach
to HSSE assists the Group in creating and maintaining its relationships with governments and other oil and gas
companies. These stakeholder relationships, including with local governments, members of the Civil Service, and others,
allow the Group to operate efficiently from a cost perspective, by hiring as many local employees as possible and thereby
also mitigating risks of sabotage, interference or local resistance to the Group’s activities. As part of the Group’s
commitment to international HSSE standards, both as an operator and non-operator of its assets, the Group focuses on
providing training to local employees and enforcing standards which aim to proactively reduce LTIs, and identify and
remedy any weaknesses.
Maintain robust standards of corporate governance with entrepreneurial spirit while operating in a safe manner
The Directors believe robust corporate governance practices are a key element of its strategy and necessary to create
value for shareholders. The Board has established audit and risk, remuneration and nomination committees and has had
such committees in place since 2012. During 2013, the audit and risk, remuneration and nomination committees met on
four, four and three occasions, respectively. The Issuer has established criteria for the evaluation of the Board’s
performance and has also adopted a Delegation of Authority document which establishes the framework for the
management and authorisation of all aspects of the business and affairs of the Issuer. To further enhance the Issuer’s
corporate governance, the Issuer plans to appoint at least two additional Independent Non-Executive Directors and make
any other necessary changes to the composition of the Board, such that the Board will contain at least a majority of
independent directors going forward. Going forward, each member of the Group is committed to ensuring its governance
framework is continuously updated for the benefit of shareholders and other stakeholders.
As the Group grows, the Directors will aim to retain the entrepreneurial spirit, innovation and sense of ownership
developed among its employees since the Group was started. By recruiting employees locally wherever possible, the
Group’s cooperative and locally adaptive approach is intended to give employees and local communities a stake in the
long-term success of the Group, and encourage an approach to operations and growth which is in line with local
conditions. As it grows, the Group is committed to giving primary importance to the safety of its employees and the
public.
Actively manage the Group’s asset portfolio
The Group aims to pursue long-term opportunities in the core MENA region, in which the Group believes it has certain
competitive advantages, by focusing on expanding its operations and presence in the region by pursuing growth through
organic projects, as well as acquisitions that it believes will be able to realise significant value. It will also seek to divest
or reduce its operations in countries where it believes it is able to realise only limited value or which are not aligned with
its longer-term objective to be the leading independent oil and gas exploration and development company in the core
MENA region. For example, the Group is seeking attractive opportunities to sell or monetise the value of these assets or
otherwise exit Pakistan and Latvia in order to reduce its overall exposure to jurisdictions outside the core MENA region
and reduce the extent of management attention and Group financial resources devoted to these assets. In 2013 the Group
resolved to dispose of its operations in Russia and Ukraine. In April 2014 the Group completed the sale of its assets in
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