Valiant-Petroleum Plc

Corporate Governance

The Company is committed to maintaining high standards of corporate governance and the Directors intend, so far as it is practicable and appropriate having regard to the Company’s size and the composition of the Board, to comply with the Combined Code. The Board meets at least quarterly throughout the year with regular updates in the intervening period. The Board of Directors is currently made up of a Non-Executive Chairman, two Non-Executive Directors and three Executive Directors.

The Board
The Company does not consider it necessary at the current time to establish a nominations committee but will keep this situation under review along with a potential appointment of a senior Non-Executive Director. If necessary, the Non-Executive Directors may take independent professional advice at the Company’s expense. The Board has delegated specific responsibilities to the committees described below:

The Remuneration Committee
The Remuneration Committee comprises Kevin Lyon (Chairman), Michael Bonte-Friedheim and Gordon Stollery. The Remuneration Committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the Executive Directors and such other members of the Senior Management as it will be designated to consider. It will be responsible for determining the individual remuneration packages including, where appropriate, bonuses, incentive payments and share options. The remuneration of the Non-Executive Directors will be set by the Board. No Director may participate in any meeting at which discussion or any decision regarding his own remuneration takes place. The Remuneration Committee will also administer the Company’s share option schemes.

The Audit Committee
The Audit Committee comprises Gordon Stollery, Michael Bonte-Friedheim (Chairman) and Kevin Lyon. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditor’s reports relating to accounts and internal control systems. The terms of reference for the Audit Committee provide for it to have unrestricted access to the Company's auditors.

The Share Dealing Code
The Company will take all reasonable steps to ensure compliance by the Directors and the Company's employees with the provisions of the AIM Rules relating to dealings in securities of the Company and has adopted an appropriate share dealing code for this purpose.