Greenfields is an oil and natural gas exploration and development company focused on the development and production of proven oil and gas reserves in Azerbaijan. The Company has been listed on the TSX-V since 16 November 2010, trading under the ticker “GNF”.

The Company owns Bahar Energy, which on 22 December 2009 entered into an agreement relating to the exploration, rehabilitation, development and production of an offshore block in Azerbaijan, including the Bahar Gas Field and the Gum Deniz Oil Field (the “ERDPSA”). The parties to the ERDPSA are Bahar Energy, the State Oil Company of the Republic of Azerbaijan (“SOCAR”) and the SOCAR Oil Affiliate (“SOA”). Bahar Energy has an 80 per cent participating interest and SOA has a 20 per cent participating interest in the ERDPSA. Bahar Energy formed Bahar Energy Operating Company Limited, a company incorporated in Dubai, UAE (“BEOC”) for the purpose of conducting operations on behalf of Bahar Energy and SOA under the ERDPSA in accordance with the terms of the Joint Operating Agreement.

The names and brief biographical details of the Company's directors are available on our Board & Management page (CLICK HERE).

 Corporate Governance and Board Responsibilities

The Board comprises six Directors of which two are executives and four are non-executives (including the Chairman). Details of the Company’s current Directors are set out in our Board & Management page (CLICK HERE).

The Board is committed to the highest standards of corporate governance. The Board complies with the corporate governance requirements of the TSX-V and applicable securities laws, including National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, National Policy 58-201 – Corporate Governance Guidelines, and TSX-V Policy 3.1 – Directors, Officers, other Insiders & Personnel and Corporate Governance. The Company is not required to comply with the all of provisions of the UK Corporate Governance Code, issued from time to time by the Financial Reporting Council (formerly the Combined Code). The Directors have, however, determined to follow the Corporate Governance Code 2018 published by the Quoted Companies Alliance (“QCA Code”).

The Directors are responsible for overseeing and embedding effective internal controls and promoting a culture of positive business and operational risk management to ensure that proper accounting records are maintained and that the financial and other information upon which business decisions are made, and which is issued for publication, is reliable and that the assets of the Company are safeguarded.

Corporate governance guidelines applicable to the Company as a result of its listing on the TSX-V recommend that the board of directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. Under the guidelines, a Director is considered independent if he or she has no direct or indirect “material relationship” with the Company, which could, in the view of the Board, reasonably interfere with the exercise of that Director’s independent judgement.

John Harkins (the President and CEO) and Jose Perez-Bello (CFO) are deemed to be “inside” or management directors.  Geir Sagemo is not considered independent by virtue of his position as executive of Vitol, which is an “affiliated entity” of the Company. Accordingly, John Harkins, Jose Perez-Bello and Geir Sagemo are not considered to be “independent” within the meaning of the relevant guidelines. Michael Hibberd is considered by the Board to be “independent” within the meaning of the relevant guidelines as are Lindsay Thomas and Martin Brown. The QCA Code requires that a Board comprises of at least two independent non-executive directors, and therefore the Company meets this particular requirement.

 The Board currently has the following corporate governance procedures and policies in place:

Ethical Business Conduct

The Board has adopted a formal written Code of Ethics and Business Conduct (the “Conduct Code”). The purpose of the Conduct Code is to maintain the highest level of integrity in all corporate dealings and is applicable to all directors, officers and employees. All new employees are required to read the Conduct Code as part of the orientation process. On 20 April 2018, the Board adopted a Business Integrity Policy that explicitly addresses bribery and corruption.

Audit Committee

According to the Company’s Audit Committee Charter, the role and responsibility of the Audit Committee is as follows: (a) assist the Board of Directors in its oversight role with respect to: (i) the quality and integrity of financial information; (ii) the independent auditor’s performance, qualifications and independence; (iii) the performance of the Company’s internal audit function, if applicable; (iv) the Company’s compliance with legal and regulatory requirements; and (b) prepare such reports of the Audit Committee required to be included in the Annual Information Form (“AIF”) in accordance with applicable laws or the rules of applicable securities regulatory authorities.

The members of the Audit Committee are Michael Hibberd (Chairman), Geir Sagemo and Martin Thomas. The Audit Committee is constituted in accordance with applicable securities laws and the policies of the TSX-V. The relevant applicable regulations provide that a member of an audit committee is independent if the member has no direct or indirect material relationship with the issuer, which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of the member’s independent judgement. The Chair of the Audit Committee, in the view of the Board, is “independent” as that term is defined in the relevant applicable regulations. Such regulations also provide that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements. All of the Audit Committee members are financially literate as that term is defined in the relevant applicable regulations.

Each member of the Audit Committee has served in senior positions within their respective organisations and/or served as directors of public and private companies, which has afforded them the opportunity to gain familiarity with financial matters relevant to Greenfields. Each member of the Audit Committee has: (a) an understanding of the accounting principles used by the Company to prepare its financial statements; (b) the ability to assess the general application of those principles in connection with the accounting for estimates, accruals and reserves; (c) experience in preparing, auditing, analysing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting.

Compensation Committee

The Compensation Committee exercises general responsibility regarding overall compensation of executive officers and employees of the Company. It is responsible for the annual review and recommendation to the Board of: (i) executive compensation policies, practices and overall compensation philosophy; (ii) total compensation packages for all executive officers; (iii) bonuses and awards of options under the Stock Option Plan and of share-based awards; and (iv) major changes in benefit plans. Final approval of all compensation items rests with the Board.

The members of the Compensation Committee are Lindsay Brown (Chairman), Martin Thomas and Geir Sagemo. All of the members of the Compensation Committee have direct experience that is relevant to their responsibilities regarding executive compensation of the Company. Specifically, Michael Hibberd has previously acted as an executive officer of privately-held and publicly-traded natural resource sector issuers and also has extensive experience acting as a director of other publicly-traded oil and gas issuers and is currently a member of the compensation committees of other public issuers. Because of this collective experience, the Compensation Committee has knowledge of typical day-to-day responsibilities and challenges faced by the Company’s management team, the role of a board of directors in reviewing the executive compensation of a reporting issuer, and first-hand knowledge regarding executive compensation policies and practices in the natural resources sector, all of which are beneficial to the Compensation Committee in the context of its review of the Company’s compensation policies and practices.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s mandate includes: (i) identifying individuals qualified and suitable to become Board members and making recommendations to the Board in that regard; and (ii) assisting the Board in its oversight role with respect to the development of the Company’s corporate governance policies, practices and processes, the effectiveness of the Board and its committees and the contributions of individual directors. The Corporate Governance and Nominating Committee is comprised of Martin Thomas (Chairman), John Harkins and Michael Hibberd.

Reserves Committee

The Reserves Committee’s general mandate is to oversee and monitor the Company’s process for calculating the reserves and the procedures for compliance with applicable legislation and conformity with industry standards and disclosure of information. It reviews, reports and, when appropriate, makes recommendations to the Board on the Company’s policies and procedures related to the Company’s reserve estimates. The Reserves Committee is composed of three members: Lindsay Brown, (Chairman), Martin Thomas and John Harkins.

Other Board Committees

At the present time, the only standing committees of the Board are those mentioned above. The Board expects it will constitute additional formal standing committees, if and to the extent required as the Company’s operations and management structure become more complex, such as a Health, Safety and Environment Committee. The Board intends that such committees will be governed by written charters and composed of at least a majority of independent Directors.

Insider Trading and Related Party Transactions Policy

The Company has an insider trading and related party transactions policy in place which applies, inter alia, to all Directors and senior officers of the Group, employees who may be in possession of or have access to unpublished price-sensitive information concerning the Company, their spouses, civil partners, children under 18 and any other person who is otherwise classified as a person discharging managerial responsibility and their closely associated persons under MAR (together the “Designated Persons”). The policy applies to the Designated Persons whether they are acting directly or through another person or company. All dealings in securities in the Company (including convertible securities) by the Designated Persons must be pre-cleared by the Chief Executive Officer or the Chief Financial Officer (or by the Chairman of the Audit Committee in the case of the Chief Executive Officer). Clearance will not be given during prohibited periods, defined as being:

• blackout periods: these are not regularly scheduled but prescribed from time to time by the Chief Executive Officer or Chief Financial Officer as a result of special circumstances, i.e. where the Company or Designated Persons are in possession of any unpublished price sensitive information concerning the Company that is not generally known to the public or at any time it has become reasonably probable that such information will be required to be disclosed to the market under stock exchange policies and applicable legislations; blackout periods end on the opening of trading of the second trading day after the information has been made public and the market appropriately cleansed; and
• closed periods: being (i) the period 30 days immediately preceding announcement of the Company’s financial results (annual and interims), or if shorter, the period from the end of the relevant financial period up to and including the time of announcement; (ii) any period where there exists unpublished price sensitive information in relation to the Common Shares and the proposed trading would take place after the time it has become reasonably probable that an announcement will be required (iii) and any period when the Designated Person or the person responsible for granting clearance has reason to believe the trading would be in breach of the policy.

 The policy states that the purchase of shares by Designated Persons should be for long term investment and not short term speculation. It therefore prohibits dealing in puts and calls, short selling and other such speculative behaviour, in relation to the Common Shares, and acquiring shares in a company which the Company is contemplating acquiring or with whom they are otherwise negotiating significant business arrangements. The policy also requires Designated Persons to make certain filings with Canada’s on-line System for Electronic Disclosure by Insiders (“SEDI”) and the Financial Conduct Authority in the United Kingdom (“FCA”) in relation to their trading in Common Shares. It also sets out the notification requirements for any related party of the Company and/or the Group contemplating a related party transaction and the associated approval process.

The Company is incorporated in the Cayman Islands and its registered office is located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. The Company is registered at the Cayman Islands Registrar of Companies with the number 256952.

The Republic of Azerbaijan (CLICK HERE for more information).

Takeover regulations

United Kingdom

The City Code does not currently apply to the Company and will not apply to the Company upon admission to the Alternative Investment Market (AIM) of the London Stock Exchange. The City Code in the United Kingdom applies to offers for all listed companies which have their registered offices in the UK, the Channel Islands or the Isle of Man and public companies which have their registered offices in the UK, the Channel Islands or the Isle of Man and which are considered by the Takeover Panel to have their place of central management and control in the UK, the Channel Islands or the Isle of Man. The Company has not adopted “code equivalent” provisions in the Articles. Accordingly, the Common Shares are not subject to the provisions of the City Code and therefore Shareholders will not receive the benefit of the takeover offer protections provided by the City Code.

Canada

Canadian securities legislation and applicable Canadian corporate legislation govern takeover bids for companies listed on a Canadian stock exchange and therefore will apply to the Company. A takeover bid is generally defined as an offer to acquire outstanding voting or equity securities of a class, made to any holder in the local jurisdiction of the securities, if such securities, together with the securities held by the offeror and any person acting in concert with the offeror would constitute 20 per cent or more of the outstanding securities of that class, in the aggregate, at the date of the offer. A takeover bid must be made to all holders of securities of the class subject to the bid who are in the local jurisdiction (with limited exceptions) and must allow those holders 105 days to deposit securities pursuant to the bid.

CLICK HERE for AIM Admission Document

CLICK HERE for Articles of Association

CLICK HERE for Financial Reports

CLICK HERE for Regulatory News

CLICK HERE for Shareholder Information Notices

The Company’s shares trade on the Toronto Stock Exchange Venture Exchange (TSX-V) and the Alternative Investment Market (AIM) of the London Stock Exchange.

Share Capital

Information at XX December 2018

Common Shares issued:        

17,980,781 (to be updated after offering is completed)

Percentage of Common Shares not in Public Hands (as defined by the AIM Rules for Companies)

XX% (to be updated after offering is completed)

Significant Shareholders

 Shareholders with holdings of more than 3% of the share capital of the Company at XX December 2018:

As the Company is incorporated in the Cayman Islands, shareholders' rights may be different from the rights of shareholders in a UK incorporated company.

Trading of the Company’s common shares is unrestricted save for trading restrictions imposed on the shares pursuant to the policies of the TSX Venture Exchange and applicable securities lawas. For the avoidance of doubt, common shares transferred to the Company’s Jersey branch register during this period will be subject to these restrictions.

Strand Hanson Limited
26 Mount Row
Mayfair
London
W1K 3SQ
United Kingdom

Mirabaud Securities Limited
5th Floor
10 Bressenden Place
London SW1E 5DH
United Kingdom

Pannell Kerr Forster of Texas,P.C.
5847 San Felipe, Suite 2600
Houston, Texas 77057
United States of America

Legal Advisers to the Company as to English and Canadian Law

McCarthy Tétrault Registered Foreign Lawyers and Solicitors
26th Floor
125 Old Broad Street
London EC2N 1AR
United Kingdom

McCarthy Tétrault LLP
Suite 4000, 421 7th Avenue SW
Calgary, AB T2P 4K9
Canada

Legal Advisers to the Company as to Cayman Islands Law

Walkers
190 Elgin Avenue
George Town, Grand Cayman, KY1-9001
Cayman Islands

Legal Advisers to the Company as to Azeri Law

Dentons Europe (Central Asia) Ltd (Azerbaijan Branch)
Hyatt International Center – Hyatt Tower 2
Izmir Street
Baku AZ1065
Azerbaijan

Legal Advisers to the Nominated Advisor

Fieldfisher LLP
Riverbank House
2 Swan Lane
London EC4R 3TT
United Kingdom

Canadian Registrar

Alliance Trust Company
#1010, 407 – 2nd Street S.W.
Calgary, Alberta
Canada T2P 2Y3

Jersey Branch Registrar

Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES

Depositary

Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol BS13 8AE
United Kingdom