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About Us
Exploration and Investment Philosophy
Mr E Geoffrey Albers LL.B, FAICD (Chairman and Chief Executive Officer)
In 1977 Mr Albers first became involved in oil exploration. At that time, companies associated with him applied for and were awarded exploration permits in the offshore Gippsland and Bass Basins. Exploration in one of these permits, T/14P, led directly to the discovery of the Yolla Gas/Condensate Field in Bass Strait, which is now being produced by Origin Energy Limited and others. In the early 1980's Mr Albers formed Cue Energy Resources Limited and Southern Petroleum N.L. in New Zealand. Cue is ASX-listed and has a significant interest in the Maari oilfield development in New Zealand, the unitised SE Gobe oilfield in PNG and the Oyong oil and gas development in offshore Indonesia. Mr Albers was a director of Cue until August 2009. Southern Petroleum became a successful production company through its interest in the Waihapa oilfield and is now a subsidiary of Shell New Zealand. Mr Albers founded Octanex and is a substantial shareholder in the company. He was also a founder of ASX-listed MEO Australia Limited and is a former director of that company. MEO is pursuing the development of a $2 billion gas processing plant on Tassie Shoal in the Timor Sea, 300 kms north-west of Darwin. He then founded Bass Strait Oil Company Ltd, an ASX-listed company which has developed a portfolio of interests in the offshore Gippsland Basin and is a niche explorer in that basin. Mr Albers was a director of Bass from its formation until August 2009. In 2004 Mr Albers was instrumental in the formation of ASX-listed Moby Oil & Gas Limited, which has interests in various permits in offshore Australia. He is a director of and substantial shareholder in Moby. In addition, Mr Albers is a director of Exoil Pty Ltd, that was listed on NSX until June 2011, and has interests in a number of unlisted public and private companies active in exploration for oil and gas in Australian offshore waters. He is a member of the Petroleum Exploration Society of Australia and has been a Director of Octanex since 2 October 1984. Mr James M D Willis LL.M(Hons), Dip Acc (Executive Director) In 2007 Mr Willis relocated to Australia to take up the role of Managing Director of the Albers Group. Mr Willis is Chairman of Exoil Pty Ltd and was a director of MEO Australia Limited until July 2008, a position he had held for 10 years during a crucial period of its growth. With Mr Albers he was co-founder and later a director of Southern Petroleum NL. Mr Willis has been a Director of Octanex since 18 August 2009. Mr Graeme A Menzies LL.B (Non-Executive Director) Since 1987 he has carried on practice as a sole practitioner under the name of Menzies & Partners. In the course of his legal practice Mr Menzies has been involved in a wide range of activities, including takeovers, litigation in respect thereof, numerous capital raisings and corporate reconstructions. He has been involved as a lawyer in the listing of a large number of public companies ranging from junior explorers to substantial mining companies. Over recent years his activities have focused primarily on corporate reconstructions and capital raisings. Mr Menzies is a director of Moby Oil & Gas Limited and Exoil Pty Ltd, as well of a number of private and unlisted public companies. He has been a Director of Octanex since 26 August 2003. Mr J G (Jack) Tuohy BCA. CA (Company Secretary) In these positions Mr Tuohy has been involved in the various aspects of public and private company administration, especially as this relates to the oil and gas exploration sector and to public listed company activities, obligations and requirements. In 2008 he relocated to Australia and acts as Company Secretary for a number of listed and unlisted public companies: including Moby Oil& Gas Limited and Exoil Pty Ltd and is a director of Bass Strait Oil Company Limited. Mr Tuohy is a chartered accountant in New Zealand. Dr Simon J Sturrock B.Sc.(Hons), PhD. FGS (Consultant Geophysicist / Exploration Manager) Dr Sturrock is a member of the Petroleum Exploration Society of Australia, the American Association of Petroleum Geologists, the Petroleum Exploration Society of Great Britain, the Australian Society of Exploration Geophysicists and the Formation Evaluation Society of Australia, as well as being a Fellow of the Geological Society of London. He has also carried out post-doctoral research at the British Museum that was funded by British Petroleum. Mr Robert J Wright B Bus, CPA (Chief Financial Officer) The Directors are responsible for the strategic direction of the Company, the identification and implementation of corporate policies and goals and monitoring of the business and affairs of the Company on behalf of the Shareholders. This section includes information on how the Company and the Board address, on an ongoing basis, the specific requirements of ASX in relation to corporate governance in general. More specifically, it addresses the operation of the Board itself, Board committees and their charters, the Company’s code of ethics and its share trading policy for designated individuals (as those individuals are defined). Important to a culture of actively addressing the area of corporate governance is the Board’s ongoing review of the Company’s relevant and existing policies and practice. To this end, the Board annually reviews the Company’s corporate governance activities by benchmarking against the latest Corporate Governance Principles and Recommendations (“principles & recommendations”) issued by the ASX Corporate Governance Council (“Council”). The Board has adopted the elements of the eight principles & recommendations that are appropriate to the Company. Details of the governance practices applied by the Company and specific instances where the Company has followed alternatives to the Council’s eight principles & recommendations are set out below. Given the size of the Company to date, with limited activities, limited resources, having a Board of three Directors and no employees, it is not able to introduce meaningful diversity policies or practically establish a series of separate committees to address specific areas of corporate governance. Consequently, corporate governance is (generally) dealt with by the Board under the terms of reference of its own charter. It also acts as committees in relation to the various areas or issues required to be considered, utilising formal terms of reference for the activities of those committees. As noted, the capacity of the Company to comply with the principles & recommendations is limited because of the present size and structure of the Company and the Board. Currently, the Board comprises Mr EG Albers and Mr JMD Willis, executive directors who are not independent, and Mr GA Menzies, a non-executive director who is not independent. Mr Albers is the Chief Executive Officer (“CEO”) and is not independent because he and his associates have substantial shareholdings in the Company. Messrs Menzies and Willis are not independent because of past and present professional and commercial relationships with the Company. Separate from its own charter (the main terms of which are detailed below), the Board has developed formal charters that incorporate the terms of reference under which it addresses the areas and functions of audit, compliance, remuneration and nominations - these are also explained below. The charters introduce a formal structure of objectives and functions for the Board to apply when addressing these aspects of the Company’s corporate governance, in anticipation of an expanded Board being able to address these functions via committees constituted with the recommended personnel. The Board has established itself as two committees to separately address the areas of audit & compliance and remuneration & nominations – currently each of the Directors is a member of those committees. The Board has not established separate committees to address risk management or health, safety and environment, with such issues currently dealt with by the Board as a whole. In relevant situations, any interested Director(s) are expected to abstain or be absent from Board or committee deliberations as required either by the Corporations Act 2001 (“Act”) or as necessary to avoid conflict or possible breach of their fiduciary duties. Board Charter The Charter sets out that the primary role of the Board is to create shareholder wealth (with a long term bias) and, in that context, to have due regard to the interests of other stakeholders. The Board is to achieve this by:
The Charter also provides specific provisions and guidance to the Board in relation to:
The Board reviews the Charter at least once a year to ensure it remains consistent with the Board’s objectives and responsibilities. Audit & Compliance Committee Aspects of the audit and compliance function to be addressed by this Committee, as part of its terms of reference, are:
Additional to those aspects, the Board examines any other matters of an audit or compliance nature that come to its attention or are referred to it. At least annually, the non-executive Directors on this Committee may meet separately with the (external) Auditors. Nominations & Remuneration Committee When addressing these areas, the non-interested Directors who carry out these functions have access to independent advice and comparative studies on the appropriateness of remuneration arrangements. In the event of exploration success or expansion of the Company’s operations beyond those currently capable of being undertaken, the remuneration levels of Directors may increase; but not beyond the approved limit for directors’ fees set from time to time by the Shareholders in general meeting. It should be noted that directors’ remuneration as fixed in general meeting does not include salary (and associated benefits, including superannuation) payable to executive Directors. The functions of the Committee in relation to nominations are:
The Board of Directors adherence to the ASX Principles & Recommendations of Corporate Governance Principle 1 – Lay Solid Foundations for Management and Oversight The Board’s primary role is the stewardship of the shareholders’ funds with the objective of creating long term shareholder value. In fulfilling this role, the Board accepts overall responsibility for corporate governance. A board charter, which outlines the framework for its operation and of those functions delegated to the management, has been outlined above. The Company’s senior executives are currently two Executive Directors, the Company Secretary, the Chief Financial Officer (“CFO”) and a Consultant Geoscientist/Exploration Manager – relevant information on each individual is set out above at Directors, Company Secretary and Management. Where necessary, the Company utilises non-executive directors and contractors to provide expertise for technical, legal and administrative services. The performance evaluation of the relevant Director is undertaken together with the other members of the Board. This evaluation comprises a board performance appraisal and director self-assessments that are reviewed by the Chairman. Principle 2 – Structure the Board to Add Value Board Composition Given the size of the Board and the scope of the Company’s activities, the Company does not have a diversity policy, so is unable to comply with this Principle in terms of board composition. Executive activities undertaken by the executive directors include monitoring exploration progress, attending joint venture operator meetings, managing contractor services required by the Company and directing the corporate and administration functions. Government liaison and permit contract services are primarily carried out by Mr Albers and Mr Willis. The Chairman administers the procedure for Directors to seek independent professional advice, at the Company’s expense, to assist them to fulfill their duties and obligations. Independence The Board determined that, where these are available, the specific skills of non-executive directors may be called upon from time to time to assist the Management. The Board has established a level of remuneration paid for those services as a materiality threshold to determine a director’s non- executive status. Role of the Chairman Given the size of the Board and the scope of the Company’s activities, the Company does not have a separate nominations committee, with the functions of such a committee undertaken by the Board under a charter that describes the terms of reference for a Remuneration and Nominations Committee. As noted in Principle 1, ‘board performance appraisals’ and ‘director self-assessments’ are undertaken annually. Principle 3 – Promote Ethical and Responsible Decision-making The Board has established a:
Principle 4 – Safeguard Integrity in Financial Reporting For each financial year, the CEO and CFO have formally recorded that the Company’s financial reports present a true and fair view of the Company’s financial condition and operational results and are in accordance with accounting standards. Given the size of the Board and the scope of the Company’s activities, the Board acts as the Audit Committee; with the functions exercised under the terms of reference of that Committee’s charter. As noted above, because the Company has no independent directors, the composition of the Audit Committee does not comply with this Principle in terms of composition. The number of meetings of the Audit Committee held during each reporting period and the names of the attendees are set out in the relevant Directors’ Report. The Audit Committee has a formal charter that incorporates its terms of reference. As required by that charter, the Board annually reviews the performance and ongoing independence of the (external) Auditors. The need (or not) for rotation of the lead partner or of the Auditors themselves forms part of that annual review. Principle 5 – Make Timely and Balanced Disclosure The Board has established policies and procedures designed to ensure compliance with all applicable Listing Rule disclosure requirements (and consequently continuous disclosure requirements under the Act) such that:
The Chairman, a Director or the Company Secretary authorises all disclosures necessary to ensure compliance with all applicable Listing Rule disclosure requirements. Principle 6 – Respect the Rights of Shareholders The Board has established a policy for communicating with the Company’s shareholders by:
Principle 7 – Recognise and Manage Risk The Board is responsible for overseeing the effectiveness of risk management so as to:
The Company’s activities are currently centred on advancing its inherently high-in-risk exploration projects. Apart from geological risk, material business risks include financial, operational, environmental and technological risk - this is not an exhaustive list of risks faced by the Company. The Board considers the existing policies and procedures for risk oversight to be appropriate for the Company’s current stage of development. At each major milestone of the Company’s projects, specific risk oversight and management policies are developed consistent with activities at that time. The Board categorises the various types of risks facing the Company by assessing their likelihood (as high, medium or low), gauging their consequences (as severe, significant or minor) and seeking to mitigate the related risk (by sharing risk with others (farmout or sale), raising of additional equity capital, employment of consultants, outsourcing, insurance or management process). In relation to any financial reporting period, the Board receives formal assurance from the CEO and CFO that the declaration provided in accordance with section 295A of the Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Principle 8 – Remunerate Fairly and Responsibly Given the size of the Board and the scope of the Company’s activities, the Board acts as the Remuneration Committee; with the functions exercised under the terms of reference of that Committee’s charter. The Board reviews the remuneration packages of Directors and Executive Officers on an annual basis. The Company’s policy for determining the nature and amount of emoluments of the Directors, non-executive and executive, is as follows:
The audited Remuneration Report (that is included in each Annual Report) details all forms of remuneration provided to the Directors during the relevant reporting period. The Company has in place a Code of Ethics (“Code”) which is the framework of standards under which the Directors, Officers and Employees of the Company are expected to conduct their professional lives. The Code is not intended to prescribe an exhaustive list of acceptable and non-acceptable behaviour; rather it is intended to facilitate decisions that are consistent with the Company’s values, business goals and legal and policy obligations, thereby enhancing performance outcomes. The Code is subject to annual review by the Board and is based around articles covering the areas of:
In December 2010, the Company updated its formal Share Trading Policy (“Policy”) to comply with the new ASX requirements and lodged the Policy with ASX. The purpose of the policy document is to detail the policy and procedures for the sale and purchase of the Company’s securities by directors, executives and employees. The Policy covers:
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