AGM Information • Mar 18, 2021
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares, please forward this document together with all accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
The Notice of the Annual General Meeting (the "Notice of AGM") of Hunting PLC (the "Company" or "Hunting") to be held at 5 Hanover Square, London, W1S 1HQ, on Wednesday 21 April 2021 at 2.30 p.m. is set out on pages 6 to 8 of this document.
Enclosed with this document is a form of proxy for use in connection with all the resolutions to be proposed at the Annual General Meeting (the "AGM").
The Directors request that either you: (i) complete and return the enclosed form of proxy to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; (ii) submit votes electronically following the instructions contained in the form of proxy; or (iii) if you are a CREST member, lodge the CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to arrive no later than 2.30 p.m. on Monday 19 April 2021.
For further details, please see the notes which follow the Notice of AGM set out at the end of this document.
GIVEN THE RESTRICTIONS ON SOCIAL GATHERINGS IN LIGHT OF THE COVID-19 PANDEMIC, THE DIRECTORS ARE PROPOSING THAT THE AGM IS HELD AS A CLOSED MEETING. SHAREHOLDERS WILL NOT BE PERMITTED TO ATTEND THE MEETING PHYSICALLY, SAVE FOR THOSE SHAREHOLDERS PERMITTED BY THE CHAIRMAN OF THE MEETING TO ESTABLISH A QUORUM. VOTING AT THE MEETING SHOULD BE COMPLETED VIA PROXY, WITH ALL FORMS OF PROXY TO BE RECEIVED BY THE TIME AND DATE NOTED ABOVE.
SHAREHOLDER QUESTIONS RELEVANT TO THE BUSINESS OF THE AGM CAN BE SUBMITTED AHEAD OF THE MEETING, AS DESCRIBED IN THE LETTER FROM THE CHAIRMAN OF THE COMPANY ON PAGE 3 OF THIS DOCUMENT, AND WILL BE ANSWERED VIA A PRESENTATION TO BE DELIVERED VIA WEBCAST AT THE START OF THE MEETING. THE BUSINESS OF THE AGM WILL THEN FOLLOW THIS PRESENTATION.
Hunting PLC 5 Hanover Square London W1S 1HQ
4 March 2021
On behalf of my fellow Directors, I am pleased to inform you of the Company's AGM which will be held at the Company's Registered Office, 5 Hanover Square, London, W1S 1HQ on Wednesday 21 April 2021 at 2.30 p.m.
The formal Notice of AGM is set out on pages 6 to 8 of this document. The purpose of this letter is to explain the business of the AGM in more detail and the arrangements for the meeting proposed by the Directors.
The past 12 months covers a remarkably difficult year for the world, for the energy sector and for Hunting. No one would have imagined that the COVID-19 pandemic would have disrupted virtually every aspect of global commerce in the way we have seen. As 2021 progresses, the rollout of vaccines and immunisation programmes in many countries will hopefully see life returning to normal in the coming months.
Hunting's ability to adapt to these rapid changes in the sector in which it operates has been admirable, and is testament to our culture, the Company's dynamic leadership and the dedication of our employees. As a supplier to a critical sector, Hunting's operations were allowed to remain open during the year, to support global energy needs. Despite this, the Company saw a severe and rapid decline in industry drilling activity which has led to the trading results reported in the year. Management actions to address this decline were, however, decisive to align our cost base to the prevailing market, which has led to the Company reporting a strong balance sheet at year-end and a healthy cash position. These achievements are detailed in our 2020 Annual Report and Accounts, which accompanies this document.
Hunting's ability to navigate these volatile market conditions has led to a number of decisions being made by the Directors which are outlined in more detail below. Hunting's healthy cash position supports the Directors declaring a final dividend, which reflects our long-term confidence in our business strategy. The Directors are also submitting a new Directors' Remuneration Policy for approval, in line with the requirements of UK law. These changes support the Board's pursuit of alignment to the governance principles published in the UK Corporate Governance Code. The operation of our Remuneration Policy in the year has remained unchanged and is reflected in the Annual Report on Remuneration. With the decline in the Company's trading results, executive remuneration has materially reduced, underlining the strong alignment between the experience of shareholders over the past year and the compensation paid.
During the year, the Board has made difficult decisions with respect to its various stakeholders, however, we remain focused on retaining Hunting's resilience and growing the business as economic conditions continue to improve. Our engagement with our stakeholders has continued with dialogue with our shareholders, customers, suppliers and employees all continuing in the year, which has enabled us to deliver a leaner, stronger Company, following the significant challenges of 2020.
The arrangements for our AGM reflect the Board's desire to keep our shareholders informed about the Company and would encourage you to access the AGM through the internet link referred to below.
Given the current UK Government guidance the AGM is proposed to be a closed meeting and shareholders (or their proxies) will not be permitted to attend the meeting physically. The health and safety of our shareholders and employees is of primary importance at this time and the Directors have decided to limit the attendance at the meeting to a quorum of two shareholders, who will comprise a Director and the Company Secretary.
Voting on all resolutions at the AGM should therefore be completed via proxy, with the forms of proxy to be received by the Company's Registrar no later than 2.30 p.m. on Monday 19 April 2021. Alternatively, you may submit your proxy voting instructions via the internet at www.sharevote.co.uk and it is recommended that you appoint the Chairman of the meeting as your proxy in order that your vote may be counted.
Prior to the formal business of the AGM, a presentation will be delivered by the Chief Executive. At the end of the presentation questions relevant to the business of the AGM and submitted by shareholders ahead of the AGM will be answered.
Access to the presentation and the AGM will be through the internet link:
https://webcasting.buchanan.uk.com/broadcast/5ff59e5bc627bb518d531de6
The situation in relation to COVID-19 continues to develop and the Government may change current restrictions or implement further measures relating to the holding of general meetings. Any changes to the arrangements for the AGM (including any change to the location of the AGM) which the Board considers appropriate will be communicated to shareholders before the meeting through the
Company's website at www.huntingplc.com and, where appropriate, by an announcement through the Regulatory News Service (RNS). Shareholders are advised to check the Company's website for updates.
The Directors have made available to shareholders the ability to submit questions relevant to the business of the AGM ahead of the AGM. These questions will be answered in the form of a presentation noted above. Shareholders are therefore asked to submit all questions, in relation to the business to be considered at the AGM by Monday 19 April 2021, to the Company's Registered Office, for the attention of the Company Secretary. Alternatively, questions can be submitted via email at [email protected]. Shareholders should note the provisions on page 10 of this document in relation to questions and answers.
Resolutions 1 to 13 contained within the Notice of AGM are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 to 17 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Voting on all resolutions at the AGM will be on a poll as the Directors believe that this will result in a more accurate reflection of the views of all shareholders and ensure that their votes are recognised. On a poll, each shareholder has one vote for every share held. The results of the poll and proxy votes cast prior to the AGM will be released, shortly after the AGM, to the London Stock Exchange and published on the Company's website at www.huntingplc.com.
The Directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the Company's audited accounts for the year ended 31 December 2020, together with the Directors' reports (including the strategic report) and the auditors' report on those accounts.
The Company is required to seek shareholder approval of its new Directors' Remuneration Policy (the "Policy"). The Policy is binding which means that once approved, all subsequent payments to Directors by way of remuneration or for loss of office must be made in accordance with the Policy (unless a payment is separately approved by a shareholder resolution). If the Company wishes to change the Policy, shareholders will be required to vote and approve the revised Policy.
If approved, the Policy will take effect from the end of the AGM and will replace the remuneration policy approved by shareholders in 2018. The Policy can be found on pages 98 to 106 of the Company's 2020 Annual Report and Accounts.
The new Policy reflects changes to best practice governance recommendations published in the UK and includes:
The Board consulted with major institutional investors during Q4 2020 on the proposed amendments to the Directors' Remuneration Policy, with supportive feedback being received.
The Companies Act 2006 requires the Company to seek shareholder approval, on an annual basis, for the Annual Report on Remuneration for the prior financial year and the accompanying letter from the Chair of the Remuneration Committee. The vote on this Report and letter is "advisory" which means that payments to the Directors are not conditional on this resolution being approved.
The Annual Report on Remuneration is set out on pages 107 to 118 of the Company's 2020 Annual Report and Accounts and the letter from the Chair of the Remuneration Committee can be found on pages 93 to 95.
A key decision of the Remuneration Committee has been to apply a consistent and fair approach to remuneration in 2020 and to make no adjustments to the fixed or variable pay structures for the workforce, leadership team and executive Directors. Hunting operates in a highly cyclical sector and the Remuneration Committee believes that the current remuneration framework and the Policy aligns closely to overall stakeholder expectations.
Shareholders are asked to approve a recommended final dividend of 4.0 cents for each Ordinary share for payment on 14 May 2021 to those shareholders who are on the register of members at the close of business on 23 April 2021. This is in addition to the interim dividend of 3.0 cents for each Ordinary share that was paid on 15 May 2020 and the interim dividend of 2.0 cents for each Ordinary share that was paid on 23 October 2020, making a total of 9.0 cents for the year for each Ordinary share.
The rationale for dividend distributions has been an area of ongoing discussion by the Board during 2020. The Directors believe that a consistent dividend policy supports our underlying investment proposition to shareholders and reflects confidence in the medium- to long-term prospects of the Hunting Group. In spite of the severe contraction seen in our core trading markets, management has remained successful in generating cash, particularly in the second half of the year, through strong working capital management and the initiatives to right-size our cost base, leading to a robust balance sheet at year-end.
In accordance with the recommendations of the UK Corporate Governance Code, all the Directors will stand for re-election at the AGM.
Biographical details of each of the Directors can be found in Appendix 1 on pages 11 and 12 of this document. In line with the recommendations of the UK Corporate Governance Code, the reasons for re-election and contribution of each Director have been detailed.
The Board is confident that each non-executive Director has the necessary skills and expertise required for the Hunting Group, including significant energy industry experience and/or knowledge of the legal and regulatory environment to which Hunting is required to comply. The Board is also satisfied that each non-executive Director, with the exception of Richard Hunting, remains independent in character and judgement and is free from any relationship or circumstance which is likely to affect, or could appear to affect, his or her judgement.
The resolution seeks shareholder approval for the re-appointment of Deloitte LLP as auditors and also gives the Audit Committee the authority to determine their remuneration. The performance and effectiveness of the auditors was evaluated by the Company's Audit Committee, which recommended to the Board that Deloitte LLP be re-appointed. Deloitte LLP has also indicated its willingness to continue as the Company's auditors for another year.
The Companies Act 2006 provides that the Directors may only allot shares or grant rights to subscribe for or convert any security into shares if authorised by shareholders to do so. Resolution 13 will, if passed, authorise the Directors to allot new shares up to an aggregate nominal amount of £27,490,014 which represents an amount that is approximately two-thirds of the issued share capital of the Company as at 4 March 2021, being the latest practicable date prior to the publication of this document.
As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company) will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third of the issued share capital of the Company) may only be used in connection with a rights issue in favour of Ordinary shareholders. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue.
The authority will expire at the earlier of the date that is 15 months after the date of the passing of the resolution or the conclusion of the next AGM of the Company.
Passing resolution 13 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.
As at 4 March 2021, the Company had 164,940,082 Ordinary shares of 25 pence each in issue.
Resolutions 14 and 15 seek shareholder approval such that the Board, subject to resolution 13 being passed, be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by these resolutions and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale. The authorities in resolutions 14 and 15 are limited to a combined aggregate amount of 10% of the Company's issued Ordinary share capital, as at 4 March 2021, being the latest practicable date prior to the publication of this document.
Resolution 14 seeks shareholder approval to disapply statutory pre-emption rights up to 5% of the Company's issued Ordinary share capital. This part of the authority is designed to provide the Directors with flexibility to raise further equity funding and to pursue acquisition opportunities as and when they might arise. Resolution 14 also gives the Directors flexibility to implement a rights issue, open offer or other pre-emptive issue on terms that do not strictly reflect statutory pre-emption rights where strict compliance would be unduly burdensome (for example, due to overseas securities laws). Resolution 15 seeks shareholder approval to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued Ordinary share capital. In accordance with the Pre-Emption Group's Statement of Principles Disapplying Statutory Pre-Emption Rights, the Directors confirm that this additional authority will be used only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue.
These authorities will expire at the earlier of the date that is 15 months after the date of the passing of the relevant resolution or the conclusion of the next AGM of the Company. In each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the relevant authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
In respect of these authorities, the Directors also confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of disapplication authorities within a rolling three-year period where the Principles provide that excluding any shares issued in connection with an acquisition or specified capital investment as described above, usage in excess of 7.5% of the issued Ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders.
If passed, this resolution will grant the Company authority for a period of up to 15 months after the date of passing of the resolution to buy its own shares in the market. The resolution limits the number of shares that may be purchased to 14.99% of the Company's issued Ordinary share capital as at 4 March 2021, being the latest practicable date prior to the publication of this document. The price per Ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of 25 pence per Ordinary share and a maximum amount (excluding expenses) of the higher of:
This authority will only be exercised if market conditions make it advantageous to do so.
The Directors' present intention is that shares purchased pursuant to this authority will be cancelled immediately on purchase. Alternatively, the shares may be held in treasury, sold for cash or (provided Listing Rule requirements are met) transferred for the purposes of or pursuant to an employee share scheme. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not qualify for dividends). The Directors will only make purchases under this authority if they believe that the effect of such purchases (where such shares are purchased for cancellation) would result in increased earnings per share and would be in the interests of the shareholders generally.
As at 4 March 2021, there were outstanding options and awards to subscribe for 11,317,897 Ordinary shares representing in total approximately 6.8% of the Company's issued share capital at that date. If the authority to purchase shares was exercised in full, and those shares were cancelled (but the Company's issued share capital otherwise remained unaltered), outstanding options and awards to subscribe for Ordinary shares would, as at that date, represent approximately 8.1% of the Company's issued share capital.
To enable the Company to preserve the ability to call general meetings (other than an AGM) on 14 clear days' notice, the Company must offer all shareholders the opportunity to appoint a proxy electronically (via the website of the Company or its Registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 17 seeks such approval which, if granted, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed. The Company is in compliance with the requirement to make electronic voting available to all shareholders. It is intended that the flexibility to call general meetings on 14 clear days' notice will only be used for non-routine business and where merited in the interests of shareholders as a whole.
The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
John F. Glick Chairman
4 March 2021
(Incorporated and Registered in England and Wales under Number 974568)
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Hunting PLC (the "Company") will be held at the Company's Registered Office, 5 Hanover Square, London, W1S 1HQ, on Wednesday 21 April 2021 at 2.30 p.m.
Shareholders should be aware that while current COVID-19 restrictions remain in place, it is not intended that shareholders will be permitted to attend the AGM. However, the AGM will be broadcast via the internet, with the Directors providing arrangements to answer questions relevant to the business of the AGM and submitted by shareholders ahead of the meeting. Access to the AGM will be through the internet link:
https://webcasting.buchanan.uk.com/broadcast/5ff59e5bc627bb518d531de6
The arrangements for our AGM reflect the Board's desire to keep our shareholders informed about the Company and would encourage you to access the AGM through the internet link referred to above. Please note that access through the link will not constitute attendance in law at the AGM and shareholders will not have the ability to speak, ask questions or vote through this facility.
The business of the AGM will be to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 13 are proposed as ordinary resolutions and resolutions 14 to 17 as special resolutions. Voting on all resolutions will be by way of a poll.
To re-elect the following:
such authority to expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2022, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if such authority had not expired.
This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 13 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 13 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
This authority shall expire 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2022, except that the Company may, if it agrees to purchase Ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.
By order of the Board
Ben Willey Registered Office: Company Secretary 5 Hanover Square
Ordinarily, copies of the executive Directors' service contracts and letters of appointment for the non-executive Directors would be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding public holidays) until the conclusion of the AGM. However, in light of current circumstances and to minimise public health risks, inspection of these documents is not available at the current time. If you have any questions relating to these documents, the questions should be submitted to the Company Secretary or via email at [email protected].
London 4 March 2021 W1S 1HQ
A member that is a company can appoint one or more corporate representatives (such as a Director or employee of the company) whose attendance at the AGM is treated as if the company were attending in person, or it can appoint one or more persons as its proxy to exercise all or any of its rights on its behalf. However, as further explained in note 4 below, the Company intends to refuse entry to anyone attempting to attend the AGM in person and it is expected that attendance in person at the AGM will be restricted to satisfy the requirements of a quorum. It is therefore recommended that you appoint the Chairman of the AGM as your proxy in order that your vote may be counted.
in all cases so that it is received no later than 2.30 p.m. on Monday 19 April 2021. To appoint more than one proxy, you will need to complete a separate form of proxy in relation to each appointment. A form of proxy for use in connection with the AGM is enclosed with this document.
Full details of the procedure to submit a proxy electronically are given on the website at www.sharevote.co.uk. To use this service, you will need your Voting ID, Task ID and Shareholder Reference Number printed on the form of proxy. If you do not have a form of proxy and believe that you should, please contact the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or call on 0371 384 2173. Overseas shareholders should call on +44 (0)121 415 7047. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding UK public holidays).
If you are appointing more than one proxy you will need to state clearly on each form of proxy the number of shares in relation to which the proxy is appointed and ensure that, taken together, the number of shares stated on the forms of proxy do not exceed your holding. However, please note that as stated above it is recommended that you appoint the Chairman of the AGM as your proxy in order that your vote may be counted.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of the AGM by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
Nationality American.
6 years; appointed to the Board as a non-executive Director in 2015 and is viewed as independent. In 2017, Jay was appointed non-executive Chairman. In September 2020, Jay was re-appointed for a further three-year term. Age 68.
Jay was formerly the president and chief executive officer of Lufkin Industries Inc and, prior to that, held several senior management roles within Cameron International Corporation.
Jay is currently a non-executive director of TETRA Technologies Inc.
Nomination Committee (Chair) and by invitation.
Jay is a long-standing leader within the oil and gas sector, and has led businesses through previous market cycles. Jay's leadership of the Board during the year has led to increased dialogue between the Directors in the early months of the pandemic, and in particular he oversaw the delivery of regular operational and financial reports, given the reduction in revenue and profits during the year.
Nationality British.
27 years; appointed to the Board as a Director and Finance Director in 2020. Age 49.
Bruce is a Chartered Management Accountant and has held senior financial and operational positions within the Group since 1994. Between 2003 to 2011, Bruce was the financial controller of the Group's European operations. From 2011 Bruce held the position of managing director of Hunting's EMEA operating segment and has been a member of the Executive Committee since its formation in 2018.
None.
By invitation.
Bruce was appointed a Director following the AGM in April 2020, as the Group entered the market downturn. He has led Hunting's finance function through extremely challenging market conditions, ensuring the Company maintained strong liquidity and a strong cash position at the year end. Bruce has undertaken regular dialogue with shareholders and analysts during the year.
29 years; appointed to the Board as a Director and Chief Executive in 2017. Age 60.
Jim held senior management positions within Hunting from 1992 up to his appointment as Chief Operating Officer of the Group in 2011. In this role he was responsible for all day-to-day operational activities of the Company. Jim is a member of, and Chairs, the Executive Committee.
None.
By invitation.
Jim's effective leadership has ensured that the Company has retained a strong balance sheet, despite the reduced trading results reported during 2020. Hunting has continued to deliver for its key stakeholders and the Group has progressed its strategic objectives, including the acquisition of Enpro Subsea, divesting the Drilling Tools business unit as well as restructuring other parts of the Group to align to current trading conditions.
Non-executive Director
American.
6 years; appointed to the Board as a non-executive Director in 2015 and is viewed as independent. In February 2021, Annell was re-appointed for a final three-year term. Annell is Chair of the Remuneration Committee and is also the Company's designated non-executive Director for employee engagement. Age 65.
Annell was formerly a vice-president of global exploration at Marathon Oil Corporation and, prior to that, vice-president of Americas Exploration at Shell Exploration and Production Company.
Annell is currently a non-executive director of Apache Corporation and Verisk Analytics Inc.
Nomination Committee. Remuneration Committee (Chair). Audit Committee.
Annell's knowledge of the international exploration and production segment of the global oil and gas industry has supported Hunting through an extremely volatile year. Annell's leadership of the Remuneration Committee has ensured that executive remuneration has been closely monitored and scrutinised given the market backdrop, in addition to leading the preparation of a new Directors' Remuneration Policy which is being submitted for shareholder approval at the AGM.
American and British.
3 years; appointed to the Board as a non-executive Director and is viewed as independent. Carol is Chair of the Audit Committee. Age 58.
Carol is a Fellow of the Institute of Chartered Accountants in England and Wales. Carol was formerly the Group Financial Controller and, latterly, the Company Secretary, of Halma plc.
Carol is currently a non-executive director of Renishaw plc, IQE plc and Biffa plc.
Nomination Committee. Remuneration Committee. Audit Committee (Chair).
Carol has overseen the work of the Audit Committee, which included monitoring Deloitte LLP as auditors to the Company. Carol has maintained close dialogue with the internal and external auditors and the senior finance team throughout the year, as the performance and position of the Group was scrutinised by the auditors, given the reduced trading.
Non-executive Director
British.
48 years; elected an executive Director in 1989 and was Chairman from 1991 to 2017. Richard remains on the Board as a non-independent, non-executive Director and was re-appointed for a further three-year term in September 2020. Age 74.
Richard has previously held a variety of management positions around the Hunting Group.
External appointments None.
By invitation.
Richard brings significant industry and Company experience to the Board and his input has included constructive challenge to the capital allocations made in the year including the Company's capital investment plans and dividend policy. Richard is not viewed as an independent Director, given his length of service on the Board and formerly holding executive roles.
Senior Independent non-executive Director
Nationality British.
3 years; appointed to the Board as a non-executive Director in April 2018 and appointed Senior Independent Director in August 2018. Age 62.
Keith was formerly the non-executive Chairman of Gulf Keystone Petroleum plc and previously held a number of executive positions within other energy-related companies including British Energy plc and LASMO plc.
Keith is currently the non-executive Chairman of Rockhopper Exploration plc and Southern Water and a non-executive director of Cairn Energy PLC.
Nomination Committee. Remuneration Committee. Audit Committee.
Keith has supported the Board's discussions on strategy and has encouraged the development of more detailed disclosures on environmental, social and governance matters. With Jay Glick, Keith has spoken to shareholders during the year to discuss governance and other matters.
Hunting PLC Registered office: 5 Hanover Square, London W1S 1HQ.
Registered in England and Wales No. 974568.
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