Governance

The Board is committed to good Corporate Governance.

Corporate Governance

The Board is committed to good Corporate Governance.

The Board of Directors of Cindrigo is responsible for the overall corporate governance of the consolidated Group, on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board meets regularly and is responsible for formulating, reviewing and approving the Company’s strategy, budgets, performance, major capital expenditure and corporate actions.

The governance practices are established to ensure good corporate governance having due regard for the principles of the UK Corporate Governance Code to the extent appropriate for a company of this size and nature.

Below are corporate governance practices for the year ended 31 December 2020 and, where applicable, its position for the current financial year.

Leadership

The Company is headed by an effective Board which is collectively responsible for the long-term success of the Company.

The Role of the Board

The Board sets the Company’s strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. The Board is responsible for setting the Company’s core values and standards of business conduct and for ensuring that these, together with the Company’s obligations to its stakeholders, are widely understood throughout the Company.

Board Meetings

The core activities of the Board are carried out in scheduled meetings of the Board and its Committees. These meetings are timed to link to key events in the Company’s corporate calendar and regular reviews of the business are conducted. Additional meetings and conference calls are arranged to consider matters, which require decisions outside the scheduled meetings. During 2020, the Board met on 8 occasions related to the proposed reverse takeover of Cindrigo Energy Limited, board changes, project reviews, a note conversion, and other corporate matters.

Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to discuss any issues of interest they may have relating to the Company or their areas of responsibility, and to keep them fully briefed on the Company’s operations.

Matters Reserved Specifically for the Board

Our executive officers, currently Mr Guldstrand, Mr Patel and Mr Fawcett, are appointed by, and serve at the discretion of, our board of directors. There is no family relationship among any of our directors or executive officers.

The Board has a formal schedule of matters reserved that can only be decided by the Board. The key matters reserved are the consideration and approval of:

  • The Company’s overall strategy;
  • Financial statements and dividend policy;
  • Management structure including succession planning, appointments and remuneration;
  • Material acquisitions and disposal, material contracts, major capital expenditure projects and budgets;
  • Capital structure, debt and equity financing and other matters;
  • Risk management and internal controls;
  • The Company’s corporate governance and compliance arrangements;
  • Corporate policies.

Summary of the Board’s Work in 2020

During 2020, the Board considered all relevant matters within its remit, but focused in particular on financing, board changes and the search for new potential projects.

Attendance at meetings:

Member Meetings held Meetings Attended Attendance
Mark Gustafson 3 3 100%
George Lucan 2 1 50%
Rupert Baring 2 2 100%
Jonathan Tidswell-Pretorius 5 5 100%
Jörgen Andersson 4 4 100%
Lars Guldstrand 5 5 100%
Mustaq Patel 5 4 80%
Dag Andresen 2 2 100%
Lars Frithiof

The Board is pleased with the high level of attendance and participation of Directors at Board meetings.  Due to the early stage of the Company, no meetings of the Audit & Risk Committee or Remuneration Committee were held during the year, with all relevant business instead conducted at Board meetings.

The Chairman sets the Board Agenda and ensures adequate time for discussion.

Non-executive Directors

The non-executive Directors bring a broad range of business and commercial experience to the Company and have a particular responsibility to challenge independently and constructively the performance of the Executive management and to monitor the performance of the management team in the delivery of the agreed objectives and targets.

Non-executive Directors are initially appointed for a term of one year, which may, subject to satisfactory performance and re-election by shareholders, be extended by mutual agreement.

Delegations of Authority

Board committees, the company secretary & other governance matters.

Board Committees

Once the Company grows beyond its early stages and expands its number of directors, the Board intends to delegate suitable matters to two committees, namely an Audit & Risk Committee, and a Remuneration Committee.

The memberships, roles and expected activities of these committees are detailed in separate reports: the Audit & Risk Committee, and the Remuneration Committee within the Annual Report.

Each committee will report to the Board and the issues considered at meetings of the committees are provided by the respective committee chairmen. The terms of reference of each committee are to be reviewed by the Board every other year.

Other Governance Matters

All of the Directors are aware that independent professional advice is available to each Director in order to properly discharge their duties as a Director. In addition, each Director and Board committee has access to the advice of the Company Secretary.

The Company Secretary

The Company Secretary is Mark Taylor who is retained on a consultancy basis. He is available to Directors and responsible for the Board complying with procedures.

Effectiveness

The Directors are of the view that the Board consists of Directors with an appropriate balance of skills, experience, independence and diverse backgrounds to enable them to discharge their duties and responsibilities effectively.

Independence

The Non-Executive Directors bring a broad range of business and commercial experience to the Company. The Board considers Jordan Oxley and Dag Andresen to be independent in character and judgement.

Appointments

The Remuneration Committee is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regards to any required changes.

Commitments

All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to discharge their duties.

Induction

All new Directors received an induction as soon as practical on joining the Board.

Conflict of Interest

A Director has a duty to avoid a situation in which he or she has, or could have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Company. The Board has satisfied itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the Company. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest.

Board Performance and Evaluation

Cindrigo Holdings Limited (formerly Challenger Acquisitions Limited) has a policy of appraising Board performance annually. Cindrigo Holdings has concluded that for a company of its current scale, an internal process administered by the Board is most appropriate at this stage.

Diversity, Inclusion and Code of Ethics

The company has adopted a Code of Corporate Governance Manual.

Diversity and Inclusion

The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Company gives due consideration to all applications and provides training and the opportunity for career development wherever possible. The Board does not support discrimination of any form, positive or negative, and all appointments are based solely on merit.

Code of Ethics

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, in the ‘Articles of Association’, have helped to ensure that the Board operates independently of management and in the best interests of the Company.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of the Company also serves as a director or officer of another company engaged in similar business activities to the Company, that director must comply with the conflict of interest provisions in the ‘Articles of Association’, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.

Accountability

The Board is committed to providing shareholders with a clear assessment of the Company’s position and prospects.

This is achieved through the annual report and as required other periodic financial and trading statements. The Board has made appropriate arrangements for the application of risk management and internal control principles. Given the size of the company the Board as a whole has performed the duties of the audit and nomination committee.

Nomination

Currently due to the size of the Company there is no Nomination Committee. Nominations are considered by the whole Board. The Directors anticipate that a Nomination Committee will be established in the future when the size of the Company justifies it.

The Nomination Committee will review the composition and balance of the Board and senior management on a regular basis to ensure that the Board and senior management have the right structure, skills and experience in place for the effective management of the Company’s business and are expected to meet twice a year.

Going Concern

The Company’s business activities, together with factors likely to affect its future operations, financial position, and liquidity position are set out in the Strategic and Operational Review and the Financial Review sections of the Annual Report. In addition, note 4 to the financial statements discloses the Company’s financial risk management practices with respect to its capital structure, liquidity risk, interest rate risk, credit risk, and other related matters. The directors consider the uncertainties below, to be applicable over the medium term

At date of the issue of the financial statements the company remains in the process of entering into the acquisition of Cindrigo Energy Limited. Cindrigo have provided funds to Cindrigo Holdings’ solicitors to finance the acquisition and readmission of the company’s shares to the London Stock Exchange.

Given this funding from Cindrigo the director’s consider that the company has adequate working capital available to meet its obligations to creditors as they fall due.

Internal Controls

The Board of Directors reviews the effectiveness of the Company’s system of internal controls in line with the requirements of the Code. The internal control system is designed to manage the risk of failure to achieve its business objectives. This covers internal financial and operational controls, compliances and risk management. The Company had necessary procedures in place during the year under review and up to the date of approval of the Annual Financial Report. The Directors acknowledge their responsibility for the Company’s system of internal controls and for reviewing its effectiveness. The Board confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the Company. A risk assessment for each project is carried out by the Directors before making any commitments.

The Directors are responsible for taking such steps as are reasonably available to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Shareholder Relations

Open and transparent communication with shareholders is given high priority.

Communication and Dialogue

Open and transparent communication with shareholders is given high priority.

All Directors are kept aware of changes in major shareholders in the Company. The Company issues its results promptly to individual shareholders and also publishes them on the Company’s website: www.cindrigo.com. Regular updates to record news in relation to the Company and the status of its projects are included on the Company’s website.

Annual General Meeting

At every AGM individual shareholders are given the opportunity to put questions to the Chairman and to other members of the Board that may be present. Notice of the AGM is sent to shareholders at least 10 working days before the meeting. Details of proxy votes for and against each resolution, together with the votes withheld are announced to the London Stock Exchange and are published on the Company’s website as soon as practical after the meeting.

Corporate Documents

Open and transparent communication with shareholders is given high priority.

2015 Prospectus

Challenger Last Prospectus (2015)

2nd December 2015

Download HERE

Articles of Incorporation

New Articles of Association

August 2020

Download HERE

Shareholder Meetings

AGM Notice 2019

June 2019

Download HERE

AGM Notice 2020

September 2020

Download HERE

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