Overview

The Board of Directors is committed to maintaining high standards of corporate governance. Strong corporate governance establishes and maintains a legal and ethical environment in which we can preserve all of our stakeholder’s best interests.

Board of Directors

The Board comprises 7 directors, 4 of whom are independent non-executive directors.

Noble benefits from their objective judgement on corporate affairs and collective experience in the areas of accounting and finance, business and management, industry knowledge, strategic planning and customer-based experience or knowledge.

The directors constructively challenge and help develop proposals on strategy, review the senior management team’s performance in meeting agreed goals and objectives, and monitor the reporting of performance.

Company Secretary

The directors have separate and independent access to the Company Secretary. Ensuring that all board procedures are followed and, together with key management staff, the Company Secretary assists with ensuring that Noble complies with applicable requirements, rules and regulations.

Under the Chairman’s direction, the Company Secretary’s responsibilities include ensuring information flows within the board and its committees, and between senior management and non-executive directors. The Company Secretary also facilitates orientation and assists with directors’ professional development as required.

Internal Controls

The Board believes Noble has an effective system of internal controls which address financial, operational, compliance and information technology controls, and risk management systems.

This view is endorsed by the Audit Committee, and is based on the internal controls established and maintained by Noble, work performed by the internal and external auditors, and reviews performed by management and various committees.

The Board notes that the system of internal controls maintained by Noble’s management provides reasonable, but not absolute, assurance against material financial misstatements or loss. This includes the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulation and best practices, and identification and containment of business risk.

The Board further notes that no system of internal controls can provide absolute assurance against human errors, including errors in judgment in the course of decision-making. In addition, no such controls can provide absolute protection against fraud or similar misconduct.

The Audit Committee reviews the adequacy of Noble’s internal financial, operational, compliance and information technology controls, and risk management policies and systems established by management.

The Audit Committee also ensures that a review of the effectiveness of Noble’s internal controls is conducted at least annually. Where such review is carried out by external auditors, the Audit Committee is required to satisfy itself that the independence of the external auditors is not compromised by any other material relationship with Noble.

Shareholder Communication

The Board welcomes shareholders’ views on matters affecting Noble, whether at shareholders’ meetings or on an ad hoc basis.

Code of Conduct

Noble has a Code of Conduct that applies to all employees, and each of its subsidiaries’ directors, officers and employees.

The Code sets out principles to guide employees in carrying out their responsibilities to the highest standards of personal and corporate integrity when dealing with Noble, its customers, suppliers, competitors and the community.

Ethical Conduct

Noble is committed to a high standard of ethical conduct. It has implemented a policy where employees may, in confidence, raise concerns about possible corporate improprieties in matters of unlawful activity, policy or practices, suspected fraud, corruption, dishonest practices or other matters. There are also arrangements in place for an independent investigation of such matters, and for appropriate follow up action where necessary.