TIDMNOG
RNS Number : 0644J
Nostrum Oil & Gas PLC
30 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
London, 30 November 2018
Further statement in relation to AGM vote on Directors'
Remuneration Report and Remuneration Policy
Nostrum Oil & Gas PLC (LSE: NOG) ("Nostrum", or "the
Company"), an independent oil and gas company engaging in the
production, development and exploration of oil and gas in the
pre-Caspian Basin, today issues a further statement in relation to
AGM vote on Directors' Remuneration Report and Remuneration
Policy.
In the 2018 AGM results announcement, the Board of Directors of
Nostrum Oil & Gas PLC ("Nostrum", or "the Company") noted that
all resolutions were passed with the requisite majority, although
there was a significant minority vote against approval of the
directors' remuneration report (24.83%) and remuneration policy
(34.51%).
In response to feedback received from shareholders and
shareholder advisory bodies prior to the AGM regarding the
remuneration report and remuneration policy, as previously
announced the Company's non-executive directors who had been
granted awards under the Company's Long-Term Incentive Plan
("LTIP") agreed to renounce such awards and agreed that they will
not accept any future LTIP awards from the Company.
Following the AGM Nostrum's Board and Remuneration Committee
continued their consultations with shareholders and have discussed
at length the views of shareholders in relation to these two items.
The main themes expressed by some shareholders and shareholder
advisers during the engagement process in relation to the
remuneration report and remuneration policy were:
-- That non-executive directors should not be eligible for participation in the LTIP.
-- That the performance period under the LTIP be extended from one to three years.
-- That the vesting period for LTIP awards be increased from three to five years.
-- That the LTIP be modified to remove the provisions for
accelerated vesting of awards in the event of certain sales of the
Company.
-- That there be additional clarity that targets for certain
bonuses were agreed in advance by the Remuneration Committee.
-- That the Remuneration Committee be comprised solely of
independent non-executive directors and the Company chairman.
Nostrum's Remuneration Committee and the Board continue to
believe that the Company's remuneration policy is appropriate and
is aligned with Nostrum's strategy and business needs. However, as
a result of its engagement with shareholders Nostrum has taken a
number of specific actions:
-- Following the decision mentioned above by Nostrum's
non-executive directors who had been granted LTIP awards, the
Company has amended the terms of its LTIP to make non-executive
directors ineligible to participate in the LTIP;
-- The Board has resolved to propose to shareholders at its next
AGM that the remuneration policy be modified to prohibit
non-executive directors from participating in the LTIP;
-- The composition of the Remuneration Committee has been
changed such that it is now comprised solely of independent
non-executive directors; and
-- The Remuneration Committee will endeavour to provide
additional information and clarity regarding KPIs for bonuses for
executive directors in future in the remuneration report published
in the Company's annual reports.
After discussing the other points mentioned above the Board and
the Remuneration Committee concluded that the current provisions of
the LTIP relating to the performance period, vesting period and
accelerated vesting of awards upon a sale of the Company are
appropriate and aligned with the interest of shareholders, so that
modifying such provisions of the LTIP at this time would not be the
right course of action.
The Board and the Remuneration Committee are committed to
continuing their engagement and dialogue with the Company's
shareholders and their advisory bodies on these and other matters
and welcome their feedback.
A final update on these matters will be included in the
Company's next annual report.
Disclosure of inside information in accordance with Article 17
of Regulation (EU) 596/2014 (16 April 2014) relating to Nostrum Oil
& Gas PLC.
LEI: 2138007VWEP4MM3J8B29
Further information
For further information please visit www.nog.co.uk
Further enquiries
Nostrum Oil & Gas PLC - Investor Relations
Kirsty Hamilton-Smith
Amy Barlow
+44 203 740 7433
ir@nog.co.uk
Instinctif Partners - UK
David Simonson
George Yeomans
+ 44 (0) 207 457 2020
Promo Group Communications - Kazakhstan
Asel Karaulova
Irina Noskova
+ 7 (727) 264 67 37
Notifying person
Thomas Hartnett
Company Secretary
About Nostrum Oil & Gas
Nostrum Oil & Gas PLC is an independent oil and gas company
currently engaging in the production, development and exploration
of oil and gas in the pre-Caspian Basin. Its shares are listed on
the London Stock Exchange (ticker symbol: NOG). The principal
producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye
field, in which it holds a 100% interest and is the operator
through its wholly-owned subsidiary Zhaikmunai LLP. In addition,
Nostrum Oil & Gas holds a 100% interest in and is the operator
of the Rostoshinskoye, Darinskoye and Yuzhno-Gremyachenskoye oil
and gas fields through the same subsidiary. Located in the
pre-Caspian basin to the north-west of Uralsk, these exploration
and development fields are situated between approximately 60 and
120 kilometres from the Chinarevskoye field.
Forward-Looking Statements
Some of the statements in this document are forward-looking.
Forward-looking statements include statements regarding the intent,
belief and current expectations of the Company or its officers with
respect to various matters. When used in this document, the words
"expects", "believes", "anticipates", "plans", "may", "will",
"should" and similar expressions, and the negatives thereof, are
intended to identify forward-looking statements. Such statements
are not promises or guarantees, and are subject to risks and
uncertainties that could cause actual outcomes to differ materially
from those suggested by any such statements.
No part of this announcement constitutes, or shall be taken to
constitute, an invitation or inducement to invest in the Company or
any other entity, and shareholders of the Company are cautioned not
to place undue reliance on the forward-looking statements. Save as
required by the Listing Rules and applicable law, the Company does
not undertake to update or change any forward-looking statements to
reflect events occurring after the date of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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