Risk and Safety Committee

Terms of reference

1. Meetings

1.1 Members of the Committee shall be appointed by the Board and shall be made up of at least three directors, whereby a majority of members shall be independent non-executive directors.

1.2 Only members of the Committee have the right to attend meetings. However, others may be invited to attend for all or part of any meeting, as and when appropriate.

1.3 The Board shall appoint the Committee Chairman who should be an independent non- executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect another independent non-executive director to chair the meeting.

2. Secretary

2.1 The Chairman of the Committee shall ensure that appropriate minutes of its proceedings are kept. The chairman can request the Company Secretary or his nominee to act as the secretary of the Committee and ensure that the Committee receives information and papers in a timely manner to enable full and proper consultation to be given to all issues. The appointed secretary of the Committee shall keep a record of all minutes and attendances at all meetings.

3. Quorum

3.1 Two members of the Committee shall constitute a quorum. Matters arising at any meeting that require a vote of the Committee shall be decided by a majority of votes. If a vote is required, each member of the Committee present at a meeting of the Committee shall have one vote. A member of the Committee shall not vote in respect of any matter being considered by the Committee in which he has, directly or indirectly, a personal interest and shall not be counted in the quorum at a meeting in relation to any matter on which he cannot vote. If required under circumstances where there is an equal number of votes in favour of and against a particular matter arising, the Committee Chairman shall have a second and casting vote.

4. Frequency of meetings

4.1 Meetings shall be held not less than once a year and at such other times as the Chairman of the Committee shall require.

5. Notice of meetings

5.1 Meetings of the Committee shall be called by or on behalf of the Chairman of the Committee.

6. Minutes of meetings

6.1 The Chairman of the Committee shall make available the minutes of meetings to the Committee, and once agreed, to all members of the Board, unless in the opinion of the Committee Chairman it would be inappropriate to do so.

7. Annual General Meeting

7.1 The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any questions on the Committee's activities.

8. Duties

Risk Management

The management of business and operational risk is a key success factor for the Company, as such the Committee will:

  • report significant changes to the risk profile of the business as necessary;
  • monitor the Company’s risk assessment procedure and action plans for all operational risks;
  • ensure that the controls to prevent and mitigate the most significant risks for the business are in place and functioning;
  • ensure incident recording and reporting procedures are sufficient and in place;
  • ensure staff are trained to use all equipment safely; and
  • ensure procedures are in place to manage the Health, Safety & Environmental performance of high risk contractors

Health, Safety and Environment

The protection of people, the environment and our assets is central to San Leon Energy's values and principles and as such the Committee will:

  • ensure health and safety audits of each operation and country office are carried out at such times that the committee deems appropriate considering the scale and nature of the operations;
  • ensure the Company’s Health, Safety and Environmental Policy (“HSE Policy”) meets or exceeds international oil and gas practice appropriate to the Company’s operations and meets the required legal and regulatory standards for the jurisdictions in which we work by:

i. complying with all relevant environmental legislation, regulations and approved codes of practice;
ii. striving to prevent and minimise our contribution to pollution of land, air, and water;
iii. seeking to keep waste to a minimum and maximise the efficient use of materials and resources;
iv. managing and disposing of all waste in a responsible manner;
v. providing training for our staff so that they work in accordance with the HSE Policy and within an environmentally aware culture;
vi. regularly communicating our environmental performance to our employees and other significant stakeholders;
vii. developing our management processes to ensure that environmental factors are considered during planning, design and implementation of new systems;
viii. monitoring and continuously improving our environmental performance;
ix. ensuring enforcement of the Company’s alcohol and drugs policy

Ethics and Corporate Social Responsibility

The Company will conduct business with the highest ethical values and will be socially responsible in the communities in which we work. The Committee with govern the Company’s ethics policy and code of ethics to ensure ethical business practice. It will also oversee San Leon Energy's corporate responsibility strategy. To these ends, the Committee will:

  • ensure the Company has practical and sufficient polices in place to encourage the highest standards of ethical behaviour during all operations
  • ensure that there is effective training in the code of ethics at all levels
  • ensure that there is effective communication reinforcing ethical values and good practice in the business and censuring unacceptable practice
  • assess reports and oversee investigation and subsequent actions following breaches of the ethics policy or allegations of misconduct
  • review and develop the effectiveness of ethics policies and related policies
  • liaise with stakeholders over ethical issues
  • establish principles for ethical due diligence prior to a merger or an acquisition or the undertaking of a major new project
  • review and endorse CSR plans and monitor performance against those plans


The security of our people and our assets is of paramount importance to the Company, as such the Committee will:

  • ensure appropriate security controls and systems are in place and operational
  • ensure that the Company’s journey management procedure is adequate and functioning


The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

9. Authority:

1. The committee may obtain, at the Company's expense, outside legal or independent professional advice and such advisors may attend meetings as necessary and appropriate. Such advice must be sought at a reasonable cost commensurate with the matter under review.

2. The Committee is authorised to seek any information it requires directly from any director or employee of the company in order to perform its duties

3. The committee is authorised by the Board to ensure that operational risks encompassed in the Company’s Health, Safety and Environmental Policy, the ethical standards of the Company, the Company’s CSR objectives and the security of our people and assets are adequately resourced and have appropriate authority within the Company.

W. Higgs (Chairman), M. Sunmonu, J. Price.



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