OREANDA-NEWS.

OPEN LETTER TO THE BOARD
The Board of Directors
Petroceltic International plc

 

Dear Sirs

Re Petroceltic International plc (the "Company")

We are writing to the Board to request answers to the concerns raised by Mr James Agnew's possible involvement in Board and Audit Committee decisions after he notified the board that he would be resigning as a director. 

As a reminder, Mr Agnew's departure from the Board was only announced following Worldview writing to the board of Petroceltic on 11 December 2014. In our letter we expressed our concerns regarding conflicts of interest created by his appointment as a special advisor to KPMG's Capital Advisory Group, given that KPMG are longstanding auditors and service providers to Petroceltic. While the Company announced shortly after our letter that Mr Agnew would be leaving the board in January 2015, it is unclear as to when the Board became aware that Mr Agnew had accepted his appointment with KPMG.

While Worldview obviously welcomed the announcement that Mr Agnew would be resigning, we further wrote to the Board on 18 December 2014 expressing serious concerns about Mr Agnew's abilities to fulfil his fiduciary duties by remaining as a fully functioning director of the Company and Chairman of the Audit Committee until the very moment that he begins his new senior role with the Company's auditors.

We believe that in the interests of good corporate governance Mr Agnew was duty bound to abstain from voting and indeed from participating in discussions on or seeking to influence any such decisions due to his impending departure for KPMG and inherent conflict of interest.

Accordingly, Worldview requests that the Company answer the following questions for the benefit of all shareholders:

·      When did the Board become aware of the fact that Mr Agnew had accepted the appointment with KPMG and would therefore need to resign?

·      Since that time:

o  Has Mr Agnew been involved in any material decisions taken by the Board, including, but not limited to, approving Company budgets, entering into any significant contracts or saddling the Company with any long-term obligations or liabilities, or has he chosen to abstain instead?

o  In his capacity as the Chairman of the Audit Committee, has Mr Agnew been involved in any decisions regarding KPMG's continuous or future involvement as Company's auditor?

o  In light that in each of the past two financial years, KPMG received far higher remuneration for non-audit services than audit services, has Mr Agnew been involved in any decisions awarding advisory services to KPMG?

We wish to inform you that we have also written to KPMG asking for the basis on which KPMG was comfortable from a compliance perspective for Mr Agnew to continue to serve as a director of Petroceltic notwithstanding his imminent arrival at KPMG.


Yours faithfully

Worldview Capital Management