The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.
Website last updated 22 July 2026.
AIM Rule 26
Rockhopper Exploration website – About Rockhopper
Rockhopper Exploration website – The Board
Rockhopper Exploration website – Committees
Rockhopper Exploration plc is incorporated in England and Wales. Its main country of operation is the Falkland Islands and it is headquartered in Salisbury.
Rockhopper Exploration plc is subject to the UK City Code on Takeovers and Mergers.
Quoted Companies Alliance Corporate Governance Code
Introduction:
Rockhopper Exploration plc (the ‘Group, the ‘Company’ or ‘Rockhopper’) is an AIM listed company and is required by the London Stock Exchange to apply a recognised corporate governance code. The Company is required to give details of how it complies with the chosen code and, where it departs from the code, provide an explanation of the reasons for doing so.
The Board of Directors of the Company (the ‘Board’) is fully committed to high standards of corporate governance and has chosen to apply and report against The Quoted Companies Alliance Corporate Governance Code (2018) as updated in 2023 (the ‘2023 QCA Code’) which has been designed for small to mid-sized companies and which has been adopted by many AIM listed companies.
The Board assesses its compliance with the QCA Code on an annual basis and publishes the status of compliance in its annual report and accounts. As part of the annual review, the Board considers whether it continues to remain appropriate to apply the QCA Code.
Chairman’s Governance Statement
As Chairman of the Company, I believe that strong governance supports the execution of the Company’s strategy and delivery of shareholder value. Along with the rest of the Board, I am committed to ensuring that high standards of corporate governance are maintained and that the Company’s values are promoted and its strategy is clearly communicated across the Group and to shareholders and stakeholders.
Following progressing the Sea Lion Development to Final Investment Decision, I will continue working with the Board in our capacity as a non-operated partner alongside Navitas our Operator with a focus to deliver the project in an environment of good corporate governance and to grow the business in accordance with our values and principles for the benefit of all shareholders and stakeholders.
Simon Thomson, Chairman
Application of the 2023 QCA Code
The 2023 QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business. These principles are:
- Establish a purpose, strategy and business model which promotes long-term value for shareholders;
- Promote a corporate culture that is based on ethical values and behaviours;
- Seek to understand and meet shareholder needs and expectations;
- Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long term success;
- Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation;
- Establish and maintain the Board as a well-functioning balanced team led by the Chair;
- Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up to date experience, skills and capabilities;
- Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement;
- Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
Disclosures
The 2023 QCA Code requires us to apply the ten principles and publish certain disclosures in our Annual Report and on our website.
Website disclosures:
Principle Three: Seek to understand and meet shareholder needs and expectations.
Disclosure: Identify those responsible for shareholder liaison or specification of the point of contact for such matters.
The CEO has primary responsibility for shareholder liaison and the Chairman is available to meet with shareholders if requested. The Chair of the Audit & Risk Committee is the contact for shareholders, employees, consultants, contractors or anyone with concerns which they believe have not been adequately addressed by the Chairman or CEO and contact details are provided on the Company’s website. The Company Secretary is the primary contact for routine questions regarding shareholdings and acts as a liaison with the Company’s registrars.
The Company’s website includes email addresses for general enquiries, press and media information and for the Chair of the Audit & Risk Committee.
Principle Four: Consider wider stakeholder and social responsibilities, including environmental responsibilities and their implications for long term success.
Disclosure: Explain how the business model identifies the key resources and relationships on which the business relies.
The Board recognises its responsibility to promote the success of the Company for the benefit of its members as a whole whilst taking into account the interests of other stakeholders including employees, partners, suppliers and the environment and communities in which it operates.
Disclosure: Explain who is responsible for stakeholder engagement, including whether particular responsibilities lie with any individual director or Board Committee
The Board recognises that pro-active engagement with its stakeholders is an essential for successful delivery of the Company’s strategy. Further details of how the Company engages with its key stakeholders is given in the Strategic Report of the latest annual report and accounts.
Disclosure: Explain how the Company obtains feedback from stakeholders and the actions that have been generated as a result of this feedback.
The Company’s stakeholders include joint venture partners, contractors, consultants, staff, regulatory authorities and potential new venture partners. There is regular engagement with stakeholders through both formal and informal channels including public consultations where appropriate. The Company takes every opportunity to ensure that where possible the views of its stakeholders are considered and acted upon when these are believed likely to bring material benefit to the success and integrity of the Company’s business activities.
Principle Seven: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up to date experience, skills and capabilities.
Disclosure: Roles and responsibilities of the Chairman, CEO and other directors who have specific individual responsibilities or remits; and how if at all these have evolved.
There is a clear division of responsibilities between the Chairman and CEO which is set out in writing and has been approved by the Board.
Simon Thomson (Chairman of the Board) is chair of the Nomination Committee. The Chairman is also a member of the Remuneration and Audit & Risk Committees. His key responsibilities are:
- ensuring that the Board delegates responsibility for executive management matters whilst retaining sufficient oversight to ensure the agreed strategy is delivered, objectives are met and board decisions are implemented
- ensuring the effective running of the Board and ensuring that the Board as a whole plays a full and constructive part in the development and determination and approval of the company’s strategy and overall objectives
- setting the agenda for Board meetings and ensuring that the Board receives timely and accurate information to enable it to focus on the key issues facing the company
- ensuring that the Board develops an understanding of the views of the major investors in the Group and are informed of shareholders views and concerns
- ensuring that the overall composition of the Board and Board committees remains appropriate
- overseeing the board performance process
- promoting the highest standards of integrity, probity and corporate governance across the Group.
The key responsibilities of Sam Moody (CEO) are:
- all executive management matters affecting the company
- implementing the decisions of the Board and its committees and delivering against the agreed strategy and objectives
- management of all staff matters below Board level
- maintaining a dialogue with the Chairman on the key issues facing the Group
- ensuring that the management team provides reports to the Board which contain accurate, timely and clear information
- leading and maintaining relationships with key external stakeholders including shareholders, regulators and Governments
- promoting and conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance.
William Perry (CFO) is accountable for the financial performance of the Group and works with the CEO on delivery of the Company’s strategy.
Paul Mayland is the Senior Independent Director and chair of the Remuneration Committee. He is also a member of the Audit & Risk and Nomination Committees. His main responsibilities as Senior Independent Director are:
- providing a sounding board for the Chairman and acting as an intermediary for Board members
- acting as a point of contact for shareholders who have concerns which have not been adequately addressed by the Chairman
- coordinating the Chairman’s appraisal.
Richard Slape (Non-Executive Director) is chair of the Audit & Risk Committee. He is also a member of the Remuneration and Nomination Committees.
Barak Mashraki is a Non-Executive Director.
Disclosure: Describe the roles of any committees setting out their terms of reference and matters reserved for the board for its consideration and how, if at all these have evolved.
The terms of reference of the various committees are available on the Company’s website.
The Audit & Risk Committee meets regularly throughout the financial year and consists of three members, the Chairman of the Board and two Non-Executive Directors. The key responsibilities of the Audit & Risk Committee are:
- reviewing and reporting to the Board on the audit plans of the external auditors
- the Group’s overall framework for financial reporting and internal controls
- the Group’s overall framework for risk management
- the accounting policies and practices of the Group
- the annual and periodic financial reporting carried out by the Group
- the independence and performance of the external auditors.
The Remuneration Committee meets several times during the financial year and consists of three members, the Chairman of the Board and two Non-Executive Directors. The key responsibilities of the Remuneration Committee are:
- considering and reporting on the remuneration policy for the Group
- undertaking the annual remuneration review for executive directors including any bonus awards
- setting the parameters for the annual staff remuneration review
- overseeing the operation of the Company’s share plans including approving awards and vesting of options to employees including executive directors.
The Nomination Committee meets on an ad hoc basis and consists of the Chairman and two Non-Executive Directors. The key responsibilities of the Nomination Committee are to consider Board member succession, review the structure and composition of the Board and its Committees and identify and make recommendations for any changes to the Board.
All Board Committees report back to the Board following a committee meeting.
There is a schedule of matters reserved for the Board to ensure that the Board exercises control over the key matters which could impact on delivery of the Company’s strategy. This is divided into the following categories:
- Strategy and management – long term objectives and commercial strategy, budgets, operations overview, health and safety, new ventures
- Structure and capital
- Financial reporting and control
- Risk management and internal controls
- Major contracts and investments
- Communications with shareholders
- Board membership – succession planning, board committee constitution, company secretary, external auditor
- Delegation of authority – Chairman/ CEO division of responsibilities, terms of reference of Board committees
- Corporate governance
- Group policies
- Miscellaneous – external auditors, advisers, litigation, donations.
Disclosure: Describe any actions taken and/or plans for evolution of the governance framework in line with the company’s plans for growth in the year ahead.
The Company has a strong governance framework in place and the Board, under the guidance of the Chairman, will ensure that it remains appropriate for the Company’s size, strategy and business model.
Following the Final Investment Decision on the Sea Lion Development, the Company is in the process of reviewing and updating its corporate policies to ensure that they are appropriate for the next stage of the Company’s development.
Principle Eight: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.
Disclosure: Include a description of the Board performance evaluation process.
The Board considers that its effectiveness and the individual performance of its directors is vital to the success of the Company. The Board has agreed that an external third-party evaluation will be undertaken in 2027.
An internal performance evaluation of the Board and the Audit & Risk Committee and an appraisal of the Chairman’s performance is generally undertaken each year according to the following processes:
- Board performance appraisal – Board members review a questionnaire which is focused on strategy, risks, performance against objectives, Board processes, relationships and communication and Board structure and development. The key conclusions are discussed at a Board meeting and follow up actions are agreed if necessary. Following the latest internal Board performance evaluation, it was concluded that the Board continued to operate effectively with appropriate focus on strategy, risk management and stakeholder relationships. A number of areas have been identified for future focus now that the Company is in the next stage of its development including risk management, policies, Board paper focus/processes and investor relations. The Board has committed to undertaking an external independent third-party evaluation during 2027.
- Chairman’s performance appraisal – this is coordinated by the Senior Independent Director who consults each individual director for their view on the Chairman’s performance with reference to his areas of responsibility and reports back at a Board meeting.
- Audit & Risk Committee performance appraisal – the chair of the Audit & Risk Committee and Company Secretary review the performance of the Audit & Risk Committee using guidance issued by the Financial Reporting Council’s guidance on the composition, role and responsibilities of the audit committee. The key conclusions are discussed by the Audit & Risk Committee and follow up action is agreed if necessary. Details are included on page 39 of the 2025 Annual Report
Principle Ten: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Disclosure: Disclose the outcome of votes in a clear and transparent manner.
The Company publishes the outcome of votes, including the number of votes and percentage cast, from the Annual General Meeting (‘AGM’) and any General Meetings via Regulatory News Flow as soon as practicable after each meeting.
Disclosure: Where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting, the company should include, on a timely basis, an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.
Should there be a situation where there is a significant vote against a resolution at general meeting the Company will provide an explanation of what action it intends to take to understand the reasons behind the vote result and any action it has taken or will take as a result of the vote.
Disclosure: Include historical annual reports, investor presentations and other governance- related materials, including notices of all general meetings over the last five years, and ensure they are accessible to all types of shareholders.
Historical annual reports, investor presentations and other governance material is available on the Company’s website at www.rockhopperexploration.co.uk.
Annual Report disclosures:
Our 2025 Annual Report disclosures are as follows:
| Principle | Disclosure | Comment |
|---|---|---|
| Principle One Establish a purpose, strategy and business model which promote long-term growth for shareholders | Explain the Company’s purpose, business model and strategy including key challenges in their execution (and how these will be addressed) | The Company’s purpose is to explore for, develop and produce hydrocarbons safely and responsibly. The Company’s strategy is to create value for all its stakeholders through building a well-funded, full cycle E&P company specifically through the development of the Sea Lion field. See the Strategic Report on pages 2 to 27 and the Company’s website for further information. |
| Principle Two Promote a corporate culture that is based on ethical values and behaviours | Describe the desired company culture within the strategic report. How is the desired corporate culture supportive of the Company’s purpose, strategy and business model? How is the tone from top (board, chief executive and senior management) supportive of this culture? How does the board assess and monitor corporate culture and how were any actions which notably deviated from what is expected addressed? | The Company is committed to ensuring that there is a healthy corporate culture and ethical and transparent behaviour is followed across the Group. The Board believes that strong governance is underpins delivery of the Company’s strategy and business model as it supports effective decision making. The focus on building relationships with partners and stakeholders, particularly the Falkland Islands Government, and ensuring that employees are supported and empowered to contribute to the Company’s strategic aims have been key to delivery of project sanction on the Sea Lion Development. The Company’s corporate culture is set by the Board of Directors and is communicated to all employees by the CEO through regular, all-inclusive internal meetings and supporting policies and procedures. The relatively small size of the team and open communication between the team and the Board of Directors allow for any governance issues to be raised and addressed promptly. The Company also has a whistleblowing process which allows shareholders, employees, consultants, contractors or other interested parties to raise concerns which have not been adequately addressed by the Chair or CEO with the Chair of the Audit & Risk Committee who is the officer responsible for whistleblowing. See page 30 of the Governance Report for further details including the policies and procedures which have been put in place. |
| Principle Three Seek to understand and meet shareholder needs and expectations | a) Describe shareholder engagement activities, including the topics discussed and actions taken in response. b) Provide appropriate quantitative and qualitative reporting of a company’s environmental and social matters to meet investor needs and expectations. | a) The CEO has primary responsibility for shareholder liason. See page 33 of the Governance Report for details of shareholder engagement activities. b) As operations develop, the Board will look to expand its environmental and social disclosures in line with regulatory expectations and applicable reporting frameworks. |
| Principle Four Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success | a) Describe the environmental and social issues that the board has identified as being material to the company with reference to its purpose, strategy and business model. b) Set out any relevant associated KPIs that are used for tracking performance on such matters and, where relevant, key forward-looking targets that have been established. | a) The Board identifies environmental stewardship, health and safety, and stakeholder relations as material to the Company given its purpose, strategy and business model as an E&P company. As the Company moves into its next phase of growth, the Board is focused on ensuring its HSE procedures and policies remain fit for purpose and that there is accountability for HSE across the organisation. HSE is a core focus area in our engagements with the operator and we will challenge them to meet the highest standards of HSE, regulatory compliance and governance as operations progress. The Company is fully compliant with the requirements of Sea Lion’s Environmental Impact Statement, which is available on the operator’s website. The Company ensures that all personnel working on our projects, whether employees or contractors, are appropriately qualified and fully briefed on the environmental, social and health and safety requirements relevant to their role. The Company has been a committed long-term partner of the Falkland Islands since its inception. We have maintained open and constructive dialogue with the appropriate governing bodies and place particular value on in-person engagement, making regular visits to the Islands to maintain these relationships. |
| Principle Five Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation | a) Describe how the board has embedded effective risk management and internal controls to execute and deliver on the stated corporate purpose and strategy. This should begin with clear articulation of the risk appetite of the company (how much risk is it prepared to take). Supporting disclosures should describe what the board does to ensure the identification, assessment and management of risk, both current and emerging, and how it gets assurance that the risk management and related internal controls in place are effective. b) Risk and control information should be disclosed as required in the strategic report and corporate governance statements, including the non-financial reporting narrative. Risk governance and processes should support the board’s assessment of future prospects and viability/resilience considerations. c) Explain the company’s governance around climate-related risks and opportunities; the process for identifying, assessing and managing climate-related risks and how these processes are integrated into the company’s overall risk management framework. d) Explain how the audit committee has monitored and formally considered auditor independence during the corporate reporting cycle. | a) The Board approves the risk register on an annual basis and otherwise as required, for example as part of a fundraising. It considers any changes to the principal risks facing the Company at the beginning of each meeting and discussions take place against this background. The Audit & Risk Committee is responsible for reviewing the systems of internal control and risk management to ensure that they remain appropriate and effective and reports to the Board on such matters. b) The Company’s approach to the identification and management of risk is set out in the Principal Risks and Uncertainties section of the Strategic Report contained on pages 16 to 25. c) HSE risks are incorporated into the Company’s principal risks, which are set out on page 24. The Board maintains active oversight of operational risks and seeks assurance that effective control systems are in place. Employees are expected to engage in identifying and reviewing HSE risks, which are escalated to and discussed at Board level as required. The Board recognises the increasing regulatory focus on climate-related risk reporting. As the Company evolves, it will look to formally integrate climate-related risks into its principal risk register and, in due course, consider reporting in line with relevant frameworks such as TCFD. |
| Principle Six Establish and maintain the board as a well-functioning, balanced team led by the chair | a) Identify each director and describe the relevant experience, skills and capabilities that each director has brought to the board’s agenda during the year. b) The statement should demonstrate how the board contains (or will contain) the necessary mix of experience, skills and capabilities – including with reference to diversity characteristics – to adequately inform and oversee the execution of the company’s strategy for the benefit of the shareholders over the medium to long term. c) Identify those directors who the board considers to be independent. Where there may be grounds to question the real, or perceived, independence of a director this must be adequately addressed by the board. d) Describe the time commitment required from directors (including non-executive directors and part-time executive directors) and any restrictions on both executives and non-executives to assuming external roles. e) Include the number of meetings of the board (and any committees) during the year, together with the attendance record of each director. f) Where performance-related remuneration for non-executive directors has been introduced, the company must disclose how it has consulted its shareholders and how their support was obtained. | a) Information on each director can be found on page 29. Each director has a wide range of skills and experience including financial, operational, legal, technical and public markets. b) The experience, skills and capabilities of the Board members were key factors in ensuring that the Company met its strategic targets for 2025 of delivering a Final Investment Decision on the Sea Lion Development and strengthening and protecting the Company’s balance sheet. The directors have extensive experience within the energy sector at a strategic, financial and operational level which will be key as the Company works with the operator on delivery of Phase 1 of the Sea Lion Development. Since the year end, Richard Slape has been appointed as a Non-Executive Director and brings significant experience and knowledge of the energy sector to the Board. c) The Board considers the Chair, Alison Baker (Senior Independent Director) and Paul Mayland and Richard Slape (both Non-Executive Directors) to be independent. Richard Slape was briefly employed by Rockhopper over 10 years ago. Nothwithstanding his previous position with the Company, the Board considers that Richard Slape is independent in both character and judgement. Further details are given under ‘Board Composition’ on page 30. d) The CEO is expected to devote substantially the whole of his time to his role with the Company. He does not currently have any outside appointments. The appointment letters of the Chair and Non-Executive Directors sets out the expected time commitment which is around 20 days a year. Non-Executive Directors undertake on joining the Board that they are able to allocate sufficient time to discharge their responsibilities effectively and are required to keep the Board updated of any changes in respect of their other commitments and any proposed appointment prior to this taking place. The Nomination Committee has considered the time required from Non-Executive Directors and has concluded that each Non-Executive Director spends sufficient time to fulfil their duties. e) See pages 32, 38 and 40 of the Governance Report and page 47 of the Remuneration Report. f) The Chair and Non-Executive Directors do not receive any performance-related pay. |
| Principle Seven Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up-to-date experience, skills and capabilities | a) Explain how each director keeps their skillset up-to-date, setting out how the company provides the necessary resources for updating and developing each director’s knowledge and skills b) Set out any board sub-committees that have been established to facilitate more focussed discussions and/or oversight of particular subject matters c) Where the board or any committee has sought external advice on a significant matter, this must be described and explained d) Where external advisers to the board or any of its committees have been engaged, explain their role. | a) The Board receives an annual briefing from the Company’s NOMAD on the AIM Rules and briefings on an ad hoc basis from the Company’s legal advisers advisers including in relation to directors’ duties and the Market Abuse Regulation. The Board has agreed to support any director who has training and development requirements. Directors attend external briefings and courses, for example on remuneration matters, to assist them in performing their roles. b) The Company has established Audit & Risk, Remuneration and Nomination Committees. Details of the role of the various committees are given in the Governance and Remuneration Reports. The terms of reference of the committees are on the Company’s website. c) During the financial year, the Board received advice from various external advisers in relation to equity and debt financing for Phase 1 of the Sea Lion Development, taxation and portfolio management. During 2025, the Remuneration Committee engaged remuneration consultants to provide advice on the Company’s remuneration policy and practices for Executive and Non-Executive Directors and on the structure of a new long-term incentive plan. Further details are given in the Remuneration Report. d) The Board has access to the Company Secretary, the Company’s NOMAD and lawyers and can obtain advice from other external bodies as required. |
| Principle Eight Evaluate board performance based on clear and relevant objectives, seeking continuous improvement | a) Include a high-level explanation of the board performance review process. Provide a brief overview of the board performance review undertaken in the past year, how it was conducted and its results and recommendations. Progress against previous recommendations should also be addressed. Where an in-year event triggered a review, this should be similarly disclosed. b) Set out when the last externally facilitated board review took place and when the next one is planned for. c) Where an externally facilitated review has not taken place and there are no plans to have one, this must be explained. d) Provide an outline description of the succession planning process including any indicative timelines for expected appointments (to the extent practicable). | a) See page 32 of the Governance Report b) An external Board performance evaluation was undertaken previously with specific focus on the skillset and structure of the Board. The Board has committed to undertake an externally facilitated performance review in 2027. c) See above d) See the Nomination Committee Chair’s report on page 40. |
| Principle Nine Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture | Explain how the remuneration structure and practice supports the delivery and attainment of the company’s purpose, business model, strategy, and culture | The Company’s Long Term Incentive Plan, which was approved by shareholders at the 2025 Annual General Meeting, ensures that executive and senior management incentives are aligned with the Company’s business strategy and shareholders’ interests by linking an element of remuneration to the creation of shareholder value. The Remuneration Committee has regard to the Company’s strategic objectives when setting performance targets for the LTIP. The Company operates an annual discretionary bonus scheme with targets which are directly linked to the Company’s KPIs for each financial year. See the Remuneration Report on pages 41 to 50 for further details. |
| Principle Ten Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders | a) Within the corporate governance report, reflect on challenges experienced in the year and signpost to how these were addressed at the board and whether any changes were made to board structure or process b) Include an audit committee report c) Include a remuneration committee report d) If the company has not published one or more of the disclosures set out under Principles 1-9, the omitted disclosures must be identified and the reason for their omission explained. | a) During 2025, the Board was focussed on its key target of reaching FID on Phase 1 of the Sea Lion Development and ensuring that the right resources and support structures were in place to achieve this. b) See the report of the Audit & Risk Committee Chair on page 38. c) See the Remuneration Report on page 41. d) The Company has published all of the disclosures set out under Principles 1-9. |
The company’s shares are not listed on any other exchanges. The company’s shares are traded on the AIM.
Rockhopper Exploration website – Shareholder Analysis
There are no restrictions on the transfer of securities.
Rockhopper Exploration website – Reports
Rockhopper Exploration website – Announcements
Rockhopper Exploration website – Shareholder documents
The Company is subject to the rules of the UK City Code on Takeovers and Mergers.