Corporate Governance

Zenith’s Board of Directors recognises the crucial importance of effective corporate governance and will take all necessary steps towards complying with TSX corporate governance standards and QCA corporate governance guidelines as far as they are applicable to the Company’s size and stage of development.

The Board

The Board of Directors is responsible for carrying out the Company’s objectives, setting its business strategy and conducting its overall supervision. Acquisitions, divestment and other strategic decisions are all considered and determined by the Board.

The Board has established the corporate governance framework of the Company and has overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company. No Shareholder approval will be sought by the Company in relation to transactions following Admission unless it constitutes a reverse takeover under the Listing Rules or is otherwise acquired under applicable law or regulations.

Committees

To ensure effective corporate governance the Company has established an Audit Committee, a Remuneration Committee, a Corporate Governance Committee and a Nomination Committee with formally delegated duties and responsibilities.

The Audit Committee comprises Erik Larre, José Ramón López-Portillo and Dario Sodero. The Audit Committee is chaired by Dario Sodero and meets at least four times a year and at such other times as required. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing the effectiveness of the Company’s internal control review function and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee has unrestricted access to the Company’s external auditors. The ultimate responsibility for reviewing and approving the annual reports and accounts and the interim reports remains with the Board. The Audit Committee gives due consideration to laws and regulations and the requirements of the Listing Rules. The Company has an Audit Committee Charter.

The Remuneration Committee comprises José Ramón López-Portillo, Dario Sodero and Sergey Borovskiy and is chaired by José Ramón López-Portillo. It is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors and other senior executives. The Remuneration Committee also has responsibility for (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s Shareholders the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the Chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.

The Nomination Committee will determine the composition of the Company’s Board of Directors and appointment of senior management positions. It will develop succession plans as necessary and report to the executive directors of the Company. The Nomination Committee is comprised by Andrea Cattaneo, José Ramón López-Portillo and Luigi Regis Milano. The Committee is chaired by Luigi Regis Milano.

The Corporate Governance Committee comprises Sergey Borovskiy, Dario E.Sodero and José Ramón López-Portillo. The Committee is chaired by Sergey Borovskiy and meets not less than once a year. The Corporate Governance Committee ensures that the Company has in place sufficient procedures, resources and controls to enable it to comply with its continuing obligations as a company admitted to the Official List. The Corporate Governance Committee also monitors the Company’s procedures to approve (a) announcements to ensure that the information disclosed by the Company is timely, accurate, comprehensive and relevant to the business of the Company and (b) any share dealings by directors or employees or announcements made by the Company to ensure compliance with the Company’s policies, the Disclosure Guidance and Transparency Rules and the Listing Rules and such other regulations to which the Company is subject from time to time.

The composition of these committees may change with time and if there are changes in the composition of Zenith’s Board of Directors.

Company Policies

The Company has adopted a Code of Business Conduct and Ethics. The Company’s Corporate Governance Committee (the “CG Committee”) is responsible for setting the standards of business conduct contained in the Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates.

Anti-bribery and corruption policy

The Company has adopted an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.

Media policy

The Company has adopted a media policy to ensure that the information disclosed by the Company is timely, accurate, comprehensive and relevant to the business of the Company. Adherence to this policy is intended to provide an effective and efficient framework to facilitate the timely dissemination of information. The media policy applies to all employees of the Company and its subsidiaries and divisions, as well as the members of its Board of Directors.

Andrea Cattaneo is designated as the Company’s principal media contact and Company spokesperson. Depending on the situation, an individual external to the Group (e.g. an external technical consultant) may be asked to be a spokesperson on a particular issue due to their knowledge, experience and technical expertise.

Public Disclosure of Information

Applicable securities laws require the Company to disclose certain information in various reports that the Company must file with or submit in compliance with the regulations of the TSX Venture Exchange, Alberta Securities Commission and the London Stock Exchange or Financial Conduct Authority.

The Company will make regulatory news announcements regarding, inter alia, the progress of its operations and any other developments which require disclosure under applicable securities laws and regulations. Zenith is committed to provide full, fair, accurate, timely and understandable disclosure in reports filed with the securities regulators and other public communications.

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    In particular, unless otherwise determined by the Company and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that any offering of the common shares in the capital of the Company mentioned in the materials (the “Common Shares“) by the Company would be made, directly or indirectly, in or into, the United States, South Africa, Canada, Australia and Japan.

    The information contained in this website, including any materials you may hereafter access, does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any Common Shares by any person in any jurisdiction (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation.

    The distribution of the materials and the offering of the Common Shares in certain jurisdictions may be restricted. Accordingly, persons who obtain access to the materials are required to inform themselves about, and to observe any restrictions as to the offer or sale of Common Shares and the distribution of, the materials under the laws and regulations of any territory, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. The Company does not accept any responsibility for any violation of any of these restrictions by any other person.

    The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act“), or the securities laws of any state or other jurisdiction of the United States or qualified for sale under applicable securities laws of South Africa, Canada, Australia and Japan. Subject to certain exceptions, the Common Shares may not be offered, sold, resold, reoffered, pledged, transferred, distributed or delivered, directly or indirectly, within, into or in the United States or to or for the account or benefit of U.S. persons (as defined in Rule 902 under the Securities Act) or to persons in the United States, Australia, Canada (other than pursuant to exemptions from the prospectus requirement under Canadian securities legislation) or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

    If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

    Access to electronic versions of these materials is being made available on this webpage by Zenith Energy Ltd. in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to Zenith Energy Ltd. that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Common Shares in Zenith Energy Ltd. Further, it does not constitute a recommendation by Zenith Energy Ltd or any other party to sell or buy Common Shares in Zenith Energy Ltd.

    Electronic versions of these materials are not directed at or accessible by persons located in the United States, South Africa, Australia and Japan or any other restricted jurisdiction.

    I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Accept” button, I confirm that I am permitted to proceed to electronic versions of these materials.

  • DISCLAIMER

    PLEASE READ THIS NOTICE CAREFULLY, AS IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE SITE.

    ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY THE COMPANY IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

    Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

    In particular, unless otherwise determined by the Company and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that any offering of the common shares in the capital of the Company mentioned in the materials (the “Common Shares“) by the Company would be made, directly or indirectly, in or into, the United States, South Africa, Canada, Australia and Japan.

    The information contained in this website, including any materials you may hereafter access, does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any Common Shares by any person in any jurisdiction (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation.

    The distribution of the materials and the offering of the Common Shares in certain jurisdictions may be restricted. Accordingly, persons who obtain access to the materials are required to inform themselves about, and to observe any restrictions as to the offer or sale of Common Shares and the distribution of, the materials under the laws and regulations of any territory, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. The Company does not accept any responsibility for any violation of any of these restrictions by any other person.

    The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act“), or the securities laws of any state or other jurisdiction of the United States or qualified for sale under applicable securities laws of South Africa, Canada, Australia and Japan. Subject to certain exceptions, the Common Shares may not be offered, sold, resold, reoffered, pledged, transferred, distributed or delivered, directly or indirectly, within, into or in the United States or to or for the account or benefit of U.S. persons (as defined in Rule 902 under the Securities Act) or to persons in the United States, Australia, Canada (other than pursuant to exemptions from the prospectus requirement under Canadian securities legislation) or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

    If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

    Access to electronic versions of these materials is being made available on this webpage by Zenith Energy Ltd. in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to Zenith Energy Ltd. that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Common Shares in Zenith Energy Ltd. Further, it does not constitute a recommendation by Zenith Energy Ltd or any other party to sell or buy Common Shares in Zenith Energy Ltd.

    Electronic versions of these materials are not directed at or accessible by persons located in the United States, South Africa, Australia and Japan or any other restricted jurisdiction.

    I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Accept” button, I confirm that I am permitted to proceed to electronic versions of these materials.