Corporate governance

Mosman’s strategic objective remains to identify opportunities which will provide operating cash flow and have development upside, in conjunction with exploration of existing exploration permits and acquiring high potential projects.

The current focus, through its wholly owned subsidiary Mosman Helium Inc, is on acquiring high potential helium assets in the USA to deliver production increases and positive cash flow.

Details relating to the key challenges in the execution of the Group’s purpose, business model and strategy and how the Company addresses these can be found in the principal risks and uncertainties set out in the Strategic Report within the 2024 Annual Report & Accounts. 

The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The Board promotes a strong governance and ethical culture which in turn is used to portray and promote the Group’s business and other dealings with identified stakeholders across all jurisdictions that the Group operates. A large part of the Company’s activities are centred upon what needs to be an open and respectful dialogue with employees, clients and other stakeholders.

The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with AIM Rule 21 the requirements of the Market Abuse Regulation which came into effect in 2016 and subsequently incorporated into UK law by the European Union (Withdrawal) Act 2018.

In view of the current position of the Company and that there is no formal workplace, the Board has taken such steps as it considers appropriate to establish a transparent and accountable corporate culture.

The Board has also established a number of appropriate policies such as Anti-bribery and Corruption and a social media policy.

The Company uses the QCA guidelines as a guiding principle in promoting an ethical and open environment.

Mosman keeps its shareholder base up to date via the Regulatory News Service (RNS) of the London Stock Exchange, as well as investor presentations and interviews, in an effort to communicate with shareholders more effectively. The Company attempts to maintain regular news flow and includes contact details on all its news releases to enhance the information it shares and to ensure ongoing dialogue with shareholders. 

The Company has also engaged a professional service organisation to increase awareness of the Company’s activities primarily via RNS announcements, presentations and videos. 

The Board views the Annual General Meeting as a forum for communication between the Company and all its shareholders and encourages and welcomes their participation in its agenda. The Directors attempt to attend the Annual General Meeting and are available to answer questions.

The combination of these avenues has provided information flow to investors and increased the visibility of the vision of Mosman to shareholders. The Board takes a proactive approach to providing quarterly production data.

The Directors seek to maintain regular contact with significant and engaged shareholders and the Company works with its Nominated Advisor and Brokers in London as a point of contact for all shareholders.

The Company has not put in place a Relationship Agreement with any of its major shareholders such that transactions and relationships between the Company and its major shareholders are at arm’s length and on normal commercial terms. However, this will be considered when appropriate.

The Company website is monitored and regularly updated to be a source of useful information to stakeholders.

The Company’s business model and strategy are clearly laid out in the Annual Report.

Other than shareholders, the Board has identified the Company’s stakeholders to include staff, suppliers, customers, joint venture partners, fellow working interest partners in projects, landowners, local governments and the wider community. The Company uses its local agents to liaise and work closely with all operational stakeholders in the business including suppliers, landowners, government authorities and workers.

Through Mosman Oil USA Inc, Mosman Operating LLC and Mosman Texas USA the Company works with the local Texas Rail Road authorities to ensure compliance with local laws and regulations with respect to operated oil and gas production assets.

Mosman and its Australian subsidiaries have ensured good relations with the Northern Territory Department of Mines and Energy including compliance with annual reporting and expenditure obligations on permits owned by Trident and Oilco. The requirement to work with traditional owners in the indigenous community to coordinate rights of access and working with the indigenous community generally is also acknowledged as a key responsibility of the Company.

The entire Group across all jurisdictions seeks to apply best practices for the protection of the environment and for the benefit of the local community.

At present, the Board does not use Key Performance Indicators (KPIs) or defined forward-looking targets for tracking performance on environmental and social issues that the Board considers material to the Group, as these have not been areas of significance raised by the Company’s shareholders to date, although the Company will consider the need for this should shareholders expect this.

The Company and its directors have identified and keep under consideration the risks facing the Company and its subsidiaries. In view of the current scale of the Company and its activities these are limited.

The Board is responsible for putting in place and communicating a sound system to manage risk and implement. 

The key risks are also outlined in the analysis of risks contained in the Strategic Report within the Company’s annual report.

Management determines the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Company’s process of risk management and internal compliance and control includes:

• establishing the Company’s goals and objectives, and implementing and monitoring strategies and policies to achieve these goals and objectives; 
• continuously identifying and reacting to risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect these risks; and
• formulating risk management strategies to manage identified risks and designing and implementing appropriate risk management policies and internal controls; and (monitoring the performance of, and continuously improving the effectiveness of, risk management systems and internal compliance and controls, including an ongoing assessment of the effectiveness of risk management and internal compliance and control.

Within the identified risk profile of the Company, comprehensive practices are in place that are directed towards achieving the following objectives:

• effectiveness and efficiency in the use of the Company’s resources; 
• compliance with applicable laws and regulations; and 
• preparation of reliable published financial information.

The Board oversees an ongoing assessment of the effectiveness of risk management and internal compliance and control.

There is a majority of Independent NEDs on the Board of Mosman.

The Board considers them to be independent given:

• They do not receive additional remuneration from the Company apart from a director’s fee;
• They are not involved in the day-to-day management of the Group’s operations. 

The Company largely operates using consultants, meaning that the available internal resources outside of the Board are limited.

The CEO plays an active role in the business, taking on management and operational responsibilities. 

The Group retains an outsourced Company Secretary/CFO, Ms Tina Loh, who was appointed on 3 June 2025.  Ms Loh replaced Mr Jarrod White, as Company Secretary/CFO. Ms Loh provides a level of independent review and added management and financial capability to assist the Board. Ms Loh is a Chartered Accountant and partner of CDTL Accountants & Advisors, a Corporate Advisory and Chartered Accounting firm in Sydney Australia. Further details of Ms Loh’s appointment can be found on the Mosman website, as per the link below: 

The Directors are of a view that the Company does not currently require a separate CFO to be appointed to the Board due to the current scale of operations and financial experience of the directors, noting that Mr Dumbrell and Graham Duncan are Chartered Accountants with extensive capital markets experience. 

Remuneration for Director fees is separate to remuneration for additional consulting services performed as required meaning that Directors have the time and motivation to discharge their duties.

The time commitments for the Company’s NED’s is approximately 10 hours per month.

There were 13 meetings held in between 1 July 2024 to 30 June 2025 with attendance as below:

• Nigel Harvey – 13
• Andrew Carroll – 12
• Carl Dumbrell – 12
• Graham Duncan – 4
• Andrew Scott – nil

Outside of board meetings, board discussions and regular ad-hoc management meetings take place regularly, with all ratifications then occurring in the formal board meetings. 

An Audit Committee, comprising Graham Duncan and Carl Dumbrell has been established to determine the application of financial reporting and internal control principles, including reviewing the effectiveness of the Group’s financial reporting, internal control and risk management procedures and the scope, quality and results of the external audit. The audit committee is chaired by Graham Duncan.

Directorial remuneration and remuneration of any other services provided by Directors are set in accordance with contracts established in 2014 or subsequently, and which are disclosed in the Annual Report. Any directors’ option schemes are approved by shareholders in General Meeting. Each of the executive directors will take no part in discussions concerning their remuneration. The remuneration of all directors will be reviewed by the Board.

Given the size of the Company the Board has agreed that appointments to the Board should be made by the Board as a whole so Mosman has not created a nominations committee.  

The Company proposes to depart from certain aspects of the guidelines set out in the QCA Corporate Governance Code, in that Non-Executive Directors may in the future be granted share options. However, options granted to Non-Executive Directors may not be subject to performance criteria. In the event that performance-related remuneration for Non-Executive Directors is introduced, the Company intends to consult with its Significant Shareholders in advance in order to assess their support.

The existing Board of Directors brings a balance of skills and experience to the Company, including legal, financial, mining, petroleum engineering and market expertise. Details of each Director are given in the biographies of each director in the annual report and within the Mosman website, as per the link below:

The Board is responsible for matters that include overall group strategy, approval of major investments, approval of the annual and interim results, annual budgets, dividend policy, and Board structure. It monitors the exposure to key business risks and reviews the annual budgets and their performance in relation to those budgets. There is a clear division of responsibility at the head of the Company. 

The Chairman is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction.

The Chief Executive Officer is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company through the executive team. 

The Company retains the services of independent advisors, including financial and legal advisers that are available to the Directors, who provide support and guidance to the Directors and complement the Group’s internal expertise as well as compliance with the relevant legal and regulatory frameworks which the Company must adhere to.

Where the Board requires additional skills and experience to effectively perform their roles as directors the Company seeks input from professional and strategic advisors.

Where new appointments to the Board are to be considered, the search for candidates will be conducted, and appointments will be made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender.

The Audit Committee determines the application of financial reporting and internal control principles, including reviewing the effectiveness of the Group’s financial reporting, internal control and risk management procedures and the scope, quality and results of the external audit. 

The Remuneration Committee reviews the performance of the executive directors and sets their remuneration, determines the payment of bonuses to executive directors and consider bonus and option schemes. Each of the executive directors will take no part in discussions concerning their remuneration. The remuneration of all directors will be reviewed by the Board.

Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties. The terms of reference of each committee are available at the top of the page.

All directors and external adviser information can be found within the Information on Directors section of the most recent Annual Report. This can be found on the Mosman website, as per the link below:

All directors attend external training as required by their positions within the Board or professional membership requirements.

During the year ended 30 June 2025, neither the board nor any committee has sought external advice on a significant matter outside of the usual course of business of the Group and other than the Company’s nominated adviser and legal advisers, there are currently no external advisers to the Board or any of its committees that have been engaged.

The Company will continue to monitor the need to bring additional skills onto the Board as appropriate as the Company grows and evolves, including the appointment of an additional Independent Non-Executive Director.

As part of the annual review of the performance of the Board, the appropriate size, composition and terms and conditions of appointment to and retirement from the Board are considered. The level of remuneration for non-executive directors is considered with regard to practices of other public companies and the aggregate amount of fees approved by shareholders. The Board also reviews the appropriate criteria for Board membership collectively.

Given the limited size and complexity of the Company, the Board has not historically had a formal performance evaluation procedure in place, as described and recommended in Principle 8 of the QCA Code. The Board is now implementing a formal board evaluation process which will be closely monitored as the Company’s size and complexity grows.

This Board process will review its own performance and the performance of individual directors and the committees of the Board, annually. Directors are to be reviewed based on their attendance and contributions to meetings of the Board and the relevance of their experience to the operations and decisions of the plan as it executes its objectives.

The Board has concluded that the current team and committee structure are suitable for the Group’s current stage of operations. The Board expects to continue to use the same evaluation process for the next annual review however this may evolve further as operations and the needs of the business become more complex.

The Group maintains Directors’ and Officers’ liability insurance cover, the level of which is reviewed annually, and provides the Directors with indemnity. 

The Board is supported by the Audit and Remuneration Committees. Each of the committees has access to information and external advisers, as necessary, to enable the committee to fulfil its duties. The Board intends to review the Company’s governance and committee framework on an annual basis to ensure it remains effective and appropriate for the business going forward. 

All directors should be submitted for re-election at regular intervals subject to continued satisfactory performance, offering shareholders the ability to consider the performance of that particular Director throughout their last term as a Director. 

The Board has not undertaken any succession planning due to the limited extent of current operations and relatively small number of employees and directors. The Board will evaluate the need for succession planning as the Company’s operations continue to develop.

The Company’s policy is to provide remuneration packages which will attract and retain individuals with the ability and experience required to manage the Company and support the delivery and attainment of the Company’s purpose, business model, strategy, and culture.

The Remuneration Committee will take into account Company and individual performance, AIM benchmarks, market value and sector conditions in determining remuneration. This includes benchmarking against the Company’s key performance indicators. The Company maintains a policy of paying fair salaries compared with peer companies on AIM.  

Directors’ appointments begin on the date of  election (Appointment Date) and, if not terminated sooner, end on the later of: 

• the third anniversary of the Appointment Date; or
• the conclusion of the third annual general meeting of the Company after appointment or subsequent re-election.

The Company has identified three main elements of a Remuneration Strategy: Base Fees, Benefits and Share Options. As part of these arrangements the Company has created a Share Option Scheme. Base salaries are reviewed annually or when an individual changes position or responsibility. No Director can take part in discussions or vote on matters pertaining to their individual performance or remuneration. The Board publishes its Remuneration Report as part of the Annual Report which is then be put to an advisory vote at the Company’s annual general meeting. 

The Company will look to follow the Investment Association guidelines on share options by limiting potential dilution to within 10 per cent. of the existing share capital at any given time. Ahead of any potential significant amendments to existing share schemes or long-term incentive plans, it will consult initially with its largest shareholders. 

A Share Option Scheme has been put in place with the aim of aligning the interests of the Directors with that of Shareholders over the longer term. Future options granted under the Share Option Scheme are intended to have both share price performance and time criteria to vesting, save for those that might be granted to Non-Executive Directors.

The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the Annual General Meeting (AGM) and one-to-one meetings with large existing or potential new shareholders. 

A range of corporate information (including all Company announcements and presentations) is also available to shareholders, investors and the public on the Company’s corporate website

http://mosmanoilandgas.com 

The Annual Report details the work of the Board, Management and various committees that are utilised throughout the year.

The outcome of each vote in the AGM is always reported to shareholders and released as an RNS on the market announcements platform. It can also be obtained on the Company’s website.

Were there to be any significant voting (e.g. 20% of independent votes) against resolutions, the Board will, on a timely basis, provide an explanation of what actions it intends to take to understand the reasons behind such a voting result and any actions undertaken as a result.

The 2024 Annual Report & Accounts contains a dedicated audit and remuneration committee report.