10th Nov 2015 12:54
LONDON (Alliance News) - Gulf Keystone Petroleum Ltd on Tuesday said it will hold a special general meeting in early December to seek shareholder approval to change its by-laws to give the company the option of appointing a chairman from the UK and also to allow it to appoint its chief executive to the board.
Under the company's current bye-laws, there are provisions that restrict Gulf Keystone's ability to appoint directors who are classed as UK residents, and also prevents the company from having a chairman who is a UK resident. The bye-laws were put in place when the company was first incorporated in 2001 following legal and tax advice.
The move to change those bye-laws will allow it to appoint Chief Executive Jon Ferrier to its board, but also throws open the possibility that its next chairman could be from the UK,. However, that has not been confirmed by the company.
At the end of March, Gulf Keystone appointed Andrew Simon as its interim non-executive chairman after Simon Murray retired from the board. Prior to becoming the interim chairman, Simon was a senior independent director at the company.
Gulf Keystone began a search for a new permanent chairman immediately, but there has been little development reported by the company since.
On Tuesday, Gulf Keystone said: "The board wishes to remove these restrictions in order to enable the company to identify and appoint suitably qualified and experienced persons to the board, regardless of whether they are UK residents or not, and to remove the restrictions on the ability of the board to conduct meetings."
As well as not being able to appoint directors who are UK residents under its current bye-laws, the company said the board's ability to act is limited in meetings if the majority of directors present are UK residents.
"The board therefore recommends amending the provisions of the bye-laws to remove the UK resident restrictions, which requires the convening of a special general meeting and the resolution being voted upon," said Gulf Keystone.
The EGM will be held on Tuesday, December 8.
Including Interim Chairman Simon, Gulf Keystone currently has just three directors on its board. Sami Zouari holds the role of chief financial officer and is the only executive director on the board, whilst Philip Dimmock holds a non-executive director role. A company spokesperson could not immediately confirm which if any of the three are UK residents.
The board shrunk after Non-Executive Uthaya Kumar resigned back in July, whilst other Non-Executives Joseph Stanislaw and Maria Darby-Walker decided not to seek re-election at the company's annual general meeting held in the same month.
Those three directors resigned following media reports that investors in Gulf Keystone had told the company that they planned to vote against the re-election of those three non-executives.
At the start of June, Gulf Keystone appointed Jon Ferrier as its new chief executive, who took over from John Gerstenlauer, who resigned at that annual general meeting held in July.
Once those three non-executive directors resigned before the annual general meeting, media reports suggested Ferrier could not join the board because that would mean the company had too few directors based outside the UK.
Ferrier is not currently a board member of Gulf Keystone, but if the bye-laws are changed then the company will appoint Ferrier to the board at the "earliest practicable opportunity", according to a company spokesman.
In addition to the board of directors and Ferrier as chief executive, Gulf Keystone has senior management comprised of Legal and Commercial Director Tony Peart, Chief Strategy Officer Nadhim Zahawi, Vice President of Operations John Stafford, Iraq Country Manager Umur Eminkahyagil, Algerian Country Manager Mohamed Messaoudi and Deputy Chief Financial Officer Mary Hood.
Gulf Keystone shares were trading down 1.9% to 26.50 pence per share on Tuesday afternoon.
By Joshua Warner; [email protected]; @JoshAlliance
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