Governance > Corporate Governance

CORPORATE GOVERNANCE

Our group is headed by GeoPark Limited, a company incorporated in Bermuda and listed on the New York Stock Exchange (NYSE). Its legal and regulatory framework is defined by the law of Bermuda and the regulation of the NYSE and the Securities Exchange Commission (SEC) as well as the Sarbanes-Oxley (SOX) Law, which has different guidelines for reporting, compliance and internal control.

During 2019, we reaffirmed our commitment to the best practices and the highest standards of corporate governance so that the Company continues to operate in a profitable and sustainable way for shareholders, seeking the well-being of our workers, suppliers and customers, as well as the development of our neighboring communities through open and transparent dialogue. The Board of Directors and the Management Team systematically monitor the management of sustainability and employees’ health and safety training, supervise the relationship between operations and local environment and communities, and establish performance Indicators for 2020 regarding the environment, social matters and the development of human capital.

Our Board of Directors and the members of our Management Team have the mission of promoting and fostering a culture of collaboration and the development of all the people that make up the Company. With the same conviction, our Board seeks to exercise leadership in line with environmental, social and corporate governance sustainability, which allows GeoPark to achieve its long-term objectives under a clear business plan while managing risks.

BOARD OF DIRECTORS

In 2019, our Board of Directors was made up of eight (8) members*, who are elected annually by majority vote at the Annual Shareholders’ Meeting. They are highly trained professionals with solid experience in different industries, who meet in person at least four times a year and at other times in virtual meetings, to direct Company interests and strategy.

Mr. Gerald
OʼShaughnessy

Executive Chairman and Co-Founder of the Company in 2002 (USA)

Mr. James F.
Park

CEO and Co-Founder of the Company in 2002 (USA)

Mr. Juan
Cristóbal Pavez

Non-executive Director (Chile)

Mr. Carlos
Gulisano

Non-executive Director (Argentina)

Mr. Robert A.
Bedingfield

Non-executive Director (USA)

Mr. Pedro E.
Aylwin Chiorrini

Legal & Governance Director (Chile)

Mr. Jamie B.
Coulter

Non-executive Director (USA)

Mr. Constantin
Papadimitriou

Non-executive Director (Switzerland)

* GeoPark announced changes to its Board of Directors in 2020, with the appointments of Ms. Sylvia Escovar Gomez and Mr. Somit Varma, effective August 1, 2020, and the resignations of Mr. Jamie Coulter and Mr. Juan Cristobal Pavez, effective June 10, 2020.

COMMITTEES

Our Board has established and delegated specific responsibilities to four (4) committees: Audit, Compensation, Nomination and Technical.

Audit Committee

The Audit Committee is made up of three independent Directors, according to the NYSE and SEC definitions of independence. It helps the Board in supervising the financial results of the Company, as well as its accounting processes and financial information. The Committee reviews the Company’s interim and annual financial results and recommends their approval to the Board. The Audit Committee work includes an annual review of the performance and independence of our external auditors. In 2019 Price Waterhouse & Co. S.R.L. completed its 10th year of auditing, and the Management Team proposed a rotation.*

The Audit Committee also carries out a central role in the supervision of the Company’s risk management, internal control and compliance policies, effectiveness practices and threats, and cybersecurity.

Compensation Committee

In 2019, the Board reviewed its corporate governance practices to draw up an action plan whose first measure, considering that independence is one of the pillars of good corporate governance, consisted of selecting a Compensation Committee made up entirely of independent members, in accordance with NYSE criteria. Its main responsibilities are to review and recommend to the Board the remuneration of the CEO and the stock-based incentives plans.

Nomination Committee

The Nomination Committee is made up of four Directors and its responsibilities include reviewing the size, structure and composition of the Board and Committees, and reviewing Corporate Governance processes and structures. This Committee considers succession planning, identifying the best candidates for the Board and the management of vacancies as they arise.

Technical Committee

The Technical Committee is made up of three Directors and the Operations Director. Its members have the technical experience in the oil and gas industry to manage the committee’s business and agenda. Its responsibilities include the supervision of technical studies, property evaluations and proposals for the Company to acquire new properties and/or to withdraw from existing ones; review project plans; review the annual reserves report and the Company’s environment, safety and security programs; and provide an idea and solutions forum for key technical staff within the company.

SENIOR MANAGEMENT

Our senior management team is responsible for the management and representation of the Company, and consists of the following people:

NamePositionWith the Company since
James F. ParkChief Executive Officer2002
Andrés OcampoChief Financial Officer, Director2010
Pedro E. Aylwin ChiorriniLegal & Governance Director2003
Augusto ZubillagaChief Operating Officer2006
Rodolfo Martín TerradoOperation Director2018
Alberto MatamorosAtlantic Region Director (Colombia, Ecuador y Peru)2014
Adriana La RottaConnections Director2018
Marcela VacaPacific region (Colombia, Ecuador y Peru) Director2012
Salvador MinnitiExploration Director2007
Norma Yolanda SánchezSocial and environmental  management Dierector2012
Agustina WiskyCapacities and culture Director2002
Ignacio MazariegosNew Bussines Director2010
Stacy SteimelShareholder Value director2017

SHAREHOLDERS AND THE PERFORMANCE OF OUR SHARES

The following graph shows the real ownership of our shares at December 31, 2019:

    

For more information on the GeoPark shareholding structure, see the “Major Shareholders” section of the 20-F Report filed by the Company with the SEC (https://www.geo-park.com/en/investor-support/)..

Our shares have traded on the New York Stock Exchange (NYSE:GPRK) since 2014, one of the most important and demanding capitals markets in the world and which presents the challenge of fulfilling high standards of transparency and corporate governance. In GeoPark, all of our shareholders have one voting right per share; the main shareholders do not have different or special voting rights.

Regards our share performance, the international investment community notes and rewards GeoPark’s success, and the accumulated increase of 413% in the last three years makes us the oil and gas company with the best share performance on the NYSE.

Award for the Investor Relations team

The US financial publication Institutional Investor rewarded the excellence and professionalism of our Investor Relations team by awarding us the prizes of Best Team and Best Investor Relations Program in the Oil, Gas & Petrochemicals sector in Latin America. Furthermore, our Shareholder Value Director, Stacy Steimel, won the distinction of being the best Investor Relations professional, and we were awarded first prize for Best ESG Metrics thanks to our SPEED value system.

GOVERNANCE
ETHICS AND
COMPLIANCE