10th Nov 2015 09:47
LONDON (Alliance News) - Gulf Keystone Petroleum Ltd Tuesday said it will hold a special general meeting in early December to seek shareholder approval for it to change its by-laws which will give the company the option of appointing a chairman from the UK and allow it to appoint its chief executive to the board.
Under the company's current bye-laws, certain provisions restrict its 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 move to change those bye-laws throws suggestions that its new chairman could be from the UK, and that it plans to appoint its Chief Executive Jon Ferrier to the board. However, the company has not confirmed this.
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 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.
That meeting will be held on December 8.
Including current interim Chairman Simon, Gulf Keystone only currently has 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.
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 that was held in the same month.
Those three directors resigned following media reports that city investors in the 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 it would make this a possibility. A spokesperson from the company could not confirm whether Ferrier will join the board if the bye-laws are changed, nor if the bye-laws were the reason Ferrier was not appointed to the board in the first place.
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 flat at 27.0 pence per share on Tuesday morning.
By Joshua Warner; [email protected]; @JoshAlliance
Copyright 2015 Alliance News Limited. All Rights Reserved.
Related Shares:
Gulf Keystone Petroleum