Governance

Corporate Governance Code

Although NiQuan Energy does not have public accountability, its own internal governance framework is substantively consistent and in compliance with the principles, recommendations and guidance contained in the Trinidad & Tobago Corporate Governance Code 2013.         

Board Composition

The composition of the Board of Directors of NiQuan Energy Trinidad Limited and its parent company, NiQuan Energy LLC, demonstrates the breadth and depth of knowledge and experience of professionals committed to good governance, providing strategic direction and leadership for the business, supervising the executive management and reporting to shareholders and other stakeholders.  The involvement and commitment of the Board of Directors is clearly evidenced by their regular Board and strategy meeting attendance, their review of Board meeting materials in advance, their availability to consult with other Directors or management as necessary, and their preparation and active participation in Board meeting deliberations and determinations.  The only officer who is currently a member of the Board of both companies is the Group Chief Executive Officer. 

Board Meetings

The Board monitors NiQuan Energy’s progress towards achievement of its goals, business plan and KPIs, and revises and alters its direction in light of changing circumstances.  At every regularly scheduled Board meeting, the Board reviews, amongst other things: recent business developments; the financial position of the company; human, technological and capital resources required to implement the company’s business plan and strategy; and the regulatory, cultural or governmental factors or constraints which are relevant to the business.  

Regular Board meetings are held and comprehensive minutes, actions points and resolutions are documented by the Chief Legal Officer and Board Secretary who has over 25 years’ experience as an English barrister, corporate lawyer and company secretary. 

Board Committees

As the business matures to full commercial operations the Board may establish, seek the recommendations of, and delegate responsibilities to certain Committees of the Board.  Any such delegation will not relieve the Board of its overall responsibilities and the Board will always retain the right to supervise, review and approve Committee activity and business.  The Committees will review specific aspects of NiQuan Energy’s business operations and affairs as will be set out in definitive Committee mandates and terms of references.  The Committees will facilitate smaller and more intimate forums than full Board meetings and will be conducive to stimulating deeper discussion on assigned subjects.  The Committees will be able to make recommendations to the Board for appropriate determination and will not be able to take action or make decisions on behalf of the Board unless specifically mandated to do so.  The Committees which may be established may include any one or more of the following:  Audit and Risk Committee; Governance and Ethics Committee; Health & Safety, Security and Environment Committee; and Human Resources Committee.  The members of such Committees will be “independent” non-executive Directors and certain officers will attend as appropriate.  The Committees will be in addition to other non-Board committees such as the Executive Committee and Project Steering Committee.

Management

The management of NiQuan Energy’s project development, operations and affairs is carried out through the Group CEO, who is responsible for the day-to-day management of NiQuan Energy.  The CEO chairs weekly Executive Committee meetings at which previous minutes and action points are reviewed and new matters deliberated upon with appropriate decisions made.  The Board approves the vision, mission, goals, KPIs, business plan and budget of the business and the objectives and policies within which it is managed and evaluates management performance.  Reciprocally, management keeps the Board fully informed of the progress of the business towards the achievement of its responsibilities and any material deviations in a timely and candid manner. 

Delegations of Authority

In order to further inculcate best international governance practices as well as financial and internal controls, a comprehensive Delegations of Authority (“DoA”) document was approved by the Board on August 22, 2015 and is in place.  It prescribes the various authority levels to commit the company in relation to, amongst other things:  purchase orders; commercial contracts; HR matters including payroll; and recruitment; entertainment expenses; training and business travel.  The DoA also prescribes the authority levels for amongst other things:  the making of payments, the opening and closing of bank accounts, borrowings and any fixed asset write-offs.  One fundamental principle enshrined in the DoA is that every authority to commit or pay must be approved by two individuals from a combination of A, B or C level signatures.  The document also contains explanatory and guidance Notes to aid complete understanding and compliance.  The DoA necessarily interacts with the NiQuan Energy Group’s Procurement Policy and Procedures and is a central document governing expenditure of approved budgets.

Compliance

At the core of the robust governance framework in place is compliance with amongst other things:

• the Company’s Articles of Incorporation;
• its By-Laws;
• the Trinidad and Tobago Companies Act 1995, Chap 81:01; and
• all other relevant laws, regulations and rules. 

Risk Management

The Executive, supervised by the Board, ensures that through robust measures, the principal strategic, project and operational risks to NiQuan Energy’s business and affairs are identified and that measures to mitigate and manage such risks are implemented.  The Board monitors progress on corrective and mitigation actions.  With the assistance of expert professional risk managers (Aon Energy), a comprehensive Risk Register was established and which is reviewed and updated when material developments occur.