GeoPark applies corporate governance practices that strengthen our culture of integrity and ensure responsible decision-making at all levels, aligned with the requirements of international markets and supporting our commitment to ethical, transparent and sustainable management.
We comply with the regulatory requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC) and incorporate the principles of the Sarbanes-Oxley Act (SOX), applying global corporate governance standards to strengthen transparency and trust.
Most members of our Board are independent, ensuring balance, external vision, and responsible decision-making.
The Annual General Meeting is key in electing authorities, approving internal rules and reviewing the Company’s performance.
Our committees focus on strategic issues such as auditing, compensation, and sustainability, supporting informed decision-making.
We have policies and procedures that promote an ethical culture, and tools that strengthen accountability at all levels.
GeoPark is committed to ensuring that our corporate governance practices reflect the standards of excellence that we strive to maintain in all areas of our Company. As we evolve, we ensure that our Board of Directors and corporate governance practices are level with best practices in Latin America and across our industry.
Our qualified Board of Directors has defined the Company’s strategy, continuously made improvements in its governance and worked to protect the interests of all shareholders, focusing on our goal of developing energy responsibly and sustainably.
The Board of Directors directs and monitors the company within a control framework that enables it to assess and manage risks through clear procedures, lines of responsibility, and delegated authority. It is also responsible for setting the rules of business conduct, and for ensuring that these, together with our obligations to shareholders, are clear to everyone within the Company. The Board of Directors currently consists of nine Directors who are elected annually at the General Shareholders' Meeting:
Sylvia Escovar Gómez*
Chair
James F. Park
Vice-Chair; Chair, Strategy and Risk Committee; Co-founder
Robert Bedingfield*
Chair, Audit Committee and Ethics Committee
Constantin Papadimitriou*
Chair, Compensation Committee
Somit Varma*
Chair, Nomination and Corporate Governance Committee
Brian F. Maxted*
Chair, Technical Committee
Carlos E. Macellari*
Marcela Vaca
Chair, SPEED Committee
Felipe Bayon
CEO
The independence of our Board members guarantees unbiased decisions that are in the best interests of GeoPark and its shareholders. We follow international standards that define clear criteria to ensure that our independent directors do not have conflicts of interest that could affect their judgment. GeoPark has voluntarily adopted the NYSE definition of independence, in accordance with rule 303A.02 of the NYSE Listed Companies Manual
GeoPark is convinced that a Board of Directors with diverse experiences, backgrounds, and perspectives contributes to better decision-making. Accordingly, we ensure a mix of profiles from the perspectives of gender, nationality, professional training and executive experience. This commitment is supported by our Equality, Inclusion, and Diversity (EID) Policy, and is reflected in nomination, evaluation, and succession processes. Diversity enriches strategic dialogue and strengthens the company’s governance.
We evaluate our Board of Directors every two years, analyzing the performance and dynamics of the Board and its committees. The results enable continuous improvement in the direction and ethical management of our Board of Directors and its committees.
Our Board of Directors meets periodically throughout the year, and establishes and delegates specific responsibilities to Committees, which define guidelines and recommendations for the proper implementation of their resolutions:
The Audit Committee currently consists of four independent Directors, as defined by the SEC and NYSE as independent.
The main functions of the Audit Committee, in addition to any other objectives or functions detailed in its Bylaws, are to assist the Board of Directors in its supervision of: (i) the integrity of the Company’s financial statements and accounting and financial reporting processes and their respective audits; (ii) the performance, qualifications, and independence of the independent auditor; (iii) the Company’s compliance with legal and regulatory requirements and ethical standards; and (iv) the performance of the Company’s internal audit function.
The primary objectives of the Compensation Committee, in addition to any other objectives or functions provided for in its Bylaws, are to: (i) evaluate and recommend for approval by independent members of the Board of Directors the compensation, benefits, and incentive compensation arrangements for the Company’s principal executives; (ii) implement and manage compensation-related policies approved by the Board of Directors; (iii) establish the performance indicators by which the Company’s top executives will be evaluated; (iv) evaluate and review the identification, hiring and succession planning of the Company’s top executives; and (v) review and recommend to the Board of Directors any changes in the compensation of the Company’s Non-Executive Directors.
The main objectives of the Nomination and Corporate Governance Committee, in addition to any other objectives or functions provided for in its Bylaws, are: (i) to review the succession planning of the Board of Directors, including the identification and selection of suitable candidates for the Board in accordance with the criteria set forth in these Bylaws and approved by the Board of Directors; (ii) review and recommend to the Board the composition and chair of each Board Committee; (iii) develop, review and monitor the Company’s corporate governance guidelines, processes and structures; and (iv) conduct and oversee the Board’s evaluation process.
The Strategy and Risk Committee consists of five Directors. Its main functions, in addition to any other objectives or functions provided for in its Bylaws, are to assist the Board of Directors in (i) its supervision of understanding the various key risks to which the Company is exposed, and the interrelationship between the Company’s strategy and such risks; and (ii) the review of new strategic opportunities and transactions (including mergers, acquisitions, divestments and similar transactions).
The Technical Committee consists of three Directors. Its primary functions, in addition to any other objectives or functions provided for in its Bylaws, are to assist the Board in fulfilling its responsibilities by providing strategic oversight on specific technical matters that are beyond the scope or expertise of non-technical Board members: (i) Optimize and ensure technical decision-making on existing assets to ensure that business performance objectives are achieved, as defined by the annual corporate scorecard and long-term plan objectives, including with respect to the design, execution and delivery of exploration and strategy and appraisal plan, as well as field development programs and drilling/production operations; (ii) Review and advise the Board of Directors on the technical analysis of potential new companies and, or, in conjunction with the Strategy and Risk Committee, potential corporate merger and acquisition opportunities, when necessary. and (iii) Provide regular and timely feedback, guidance, and support to the management team and technical staff on all subsurface matters to facilitate the Board’s processes related to work program and budget planning, execution and reporting, as well as review of the performance of individuals and businesses.
The SPEED Committee consists of four Directors. Its primary functions, in addition to any other objectives or functions provided for in its Bylaws, are to assist the Board of Directors in (i) its role in guiding and supervising the Company’s strategy in SPEED matters, including the security of its operations, initiatives to return value to stakeholders, employee welfare, environmental preservation, community development, and any other sustainability-related matters; and (ii) the performance review of the same topics.
