Madalena Energy is an independent international upstream oil and gas company whose main business activities include exploration, development and production of crude oil, natural gas liquids and natural gas.
Madalena holds a large land position across 14 concessions/blocks in Argentina and efficiently executes full cycle operations across all aspects of its oil and gas business.
Madalena is focused on the delineation of large petroleum in-place shale and unconventional resources in both the Vaca Muerta and Lower Agrio shales, in addition to multiple tight sand plays throughout the Company's portfolio of assets. The Company is also focused on implementing horizontal drilling and completions technology to develop high impact conventional, and scalable resource plays, for light oil and liquids-rich gas.
Madalena trades on the TSX Venture Exchange under the symbol MVN and in the United States under the OTCQX public market: MDLNF
Madalena is an independent international upstream oil and gas company whose main business activities include exploration, development and production of crude oil, natural gas liquids and natural gas. Madalena's strategy is to create value and provide superior returns to our shareholders through the generation of a balanced portfolio of high quality oil and gas assets in proven hydrocarbon areas characterized by competitive fiscal terms and significant development potential.
Madalena Energy Inc. and its wholly owned subsidiaries have exploration and production assets in Argentina.
Jose D. Penafiel: President and Chief Executive Officer
Mr. Penafiel previously managed Hispania Petroleum and its predecessor for 10 years. He has held positions as director of Permtotineft, Hispania's joint venture with Lukoil, and CEO of the Hispania group. He also managed gasoline and diesel distribution operations in Ecuador and Guatemala for the Hispania group. He led the efforts to consolidate the group's Argentine and Russian upstream assets in Hispania. Mr. Penafiel headed Hispania's Argentina operations out of Buenos Aires for 7 years as General Manager. Mr. Penafiel is a graduate of the University of Oxford where he studied Politics, Philosophy and Economics (PPE).
Ezequiel Martinez Ariet: Chief Financial Officer
An Accountancy graduate from Salvador University with post-graduate diplomas from the Professional Council of Economic Sciences CABA (IFRS and ISAs), the IAE Business School (Business Management) and the Catholic University of Argentina (Finance), Mr. Martinez combines vast proficiency in Accounting, Administration, Tax and Finance with abundant experience in the geographical region. After acting as Head of Accounting at Argentinian energy giant YPF, he moved on to the position of CFO at Petrolera San Jose before leading the financial team as Administrative and Financial Manager at AESA.
Alejandro A Penafiel: VP Growth and Capital
Mr. Penafiel worked in U.S. political campaigns prior to entering the energy sector. He has also worked in European energy derivatives markets in sales and business development positions at Trayport Ltd then a subsidiary of GFI Inc. He previously headed Hispania Petroleum’s corporate operations in Europe and led the day to day operations for the group's U.S. investment vehicles focusing on the Permian basin. He previously served as Interim CFO for Madalena in 2017. Energy Mr. Penafiel holds a BA in Economics from The American University in Washington D.C.
Gus Halas: Director Chairman
Mr. Halas is currently a director of Triangle Petroleum Corporation, Optimize RX and School Speciality Inc. Previously, Mr. Halas was Chief Executive Officer and President of Central Garden & Pet Company from April 2011 through May 2013; prior thereto, Mr. Halas was the President and Chief Executive Officer of T-3 Energy Services Inc. from May 2003 until March 2009 and served as Chairman of the Board from 2004 until March 2009 and as a director from May 2003 until March 2009.
Ruben Etcheverry: Director
Mr. A. Ruben Etcheverry was the Chief Executive Officer and Chairman of the Board of Gas y Petróleo de Neuquén S.A. (GyP) from its foundation in 2008 to 2013. GyP is the oil & gas provincial company and the holder of all provincial petroleum and gas concessions. He is currently a recognized advisor on energy matters for various private companies and organizations. Mr. Etcheverry has more than 25 years experience in the energy sector.
Ralph Gillcrist: Director
Mr. Gillcrist has been the Chief Executive Officer, President and an Executive Director of Oronova Energy Inc. since April 2017. Mr. Gillcrist also served as Executive Director of Petroamerica Oil Corp. ("Petroamerica") from January 2015 to January 2016. Mr. Gillcrist previously served as the Chief Executive Officer and President of Petroamerica from January 2015 to January 2016. Prior thereto Mr. Gillcrist served as Chief Operating Officer of Petroamerica since December 2012 and served as its Executive Vice President of Exploration. Mr. Gillcrist has more than 28 years of international oil and gas experience.
Barry Larson: Director
Chief Executive Officer of Frontera Energy Inc. ("Frontera") since February 2017. Director of Frontera from October 2016 to February 2017. Previously, Vice President, Operations and Chief Operating Officer of Parex Resources Inc. from September, 2009 to December, 2015. Prior thereto, Vice President Operations and Chief Operating Officer of Petro Andina Resources Inc. from February, 2005 to September, 2009.
Leonardo Madcur: Director
Mr. Madcur is currently Director of Corporate Development at the Werthein Group. Prior to this, from January 2011 until December 2011, he was Chief Financial Officer at Uno Medios/Grupo America. From December 2008 until December 2010, Mr. Madcur was Managing Director at Integra Investment. From January 2007 until November 2008, Mr. Madcur was Investment Manager at Corporacion America. Previously, he was Secretary of Technical Coordination in Argentina
Eric Mark: Director
Mr. Mark is currently a Managing Director at Batuta Capital Advisors ("Batuta"), a merchant bank targeting middle market and special situation opportunities in both the public and private markets. Prior to joining Batuta, Mr. Mark was a Senior Analyst/Junior Portfolio Manager at BTG Pactual, a Brazilian investment bank, co-managing a $2 billion portfolio of distressed, high yield and special situation equities. Mr. Mark has over 20 years of investment experience (credit and equity) in the energy, metals & mining, general industrials and telecommunications sectors across North America, South America and Europe.
Alejandro Augusto Penafiel: Director
Mr. Penafiel worked in U.S. political campaigns prior to entering the energy sector. He has also worked in European energy derivatives markets in sales and business development positions at Trayport Ltd then a subsidiary of GFI Inc. He previously headed Hispania Petroleum S.A. ("Hispania") corporate operations in Europe and led the day to day operations for the group's U.S. investment vehicles focusing on the Permian basin. Mr. Penafiel holds a BA in Economics from The American University in Washington D.C. and is a CFA Level III candidate.
Jose D. Penafiel: Director
Madalena's strategy is to create value through the generation of a balanced portfolio of high quality oil and gas assets in proven hydrocarbon areas characterized by competitive fiscal terms and significant development potential.
Value creation for Madalena is achieved by following some basic principles:
The purposes and responsibilities outlined in this Mandate and accompanying Board materials are meant to serve as guidelines rather than inflexible rules and the Board may adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.
The Board is responsible to shareholders and others for the stewardship of the Company. The Board is responsible to oversee management of the business affairs of the Company, as described, and to act with a view to the best interests of the Company, growing value and maximizing return to shareholders.
The Board has plenary power with respect to the Company. Any responsibility not delegated to management or a Committee of the Board remains with the Board.
1. The Board is responsible for the following legal matters oversight:
2. The following business matters are the responsibility of the Board generally:
Nominees for Directors are initially considered and recommended by the Nomination and Corporate Governance Committee of the Board, approved by the entire Board and appointed annually by the Company in accordance with the direction given to the Company by vote of the shareholders of the Company.
The Board will maintain an appropriate number of independent Directors to perform their duties and responsibilities. A majority of Directors comprising the Board must qualify as "independent" Directors in accordance with the definition of "independent" Director from time to time under the requirements or guidelines for Board service under applicable securities laws and the rules of any stock exchange on which the Company's shares are listed for trading. On at least an annual basis, the Board will conduct an analysis and make a determination as to the "independence" of each Board member.
The appropriate number of Directors from time to time will be determined to fairly reflect the investment in Madalena by those shareholders other than a significant shareholder or significant group of shareholders.
Certain of the responsibilities of the Board referred to herein may be delegated to Committees of the Board. The responsibilities of those Committees will be as set forth in their respective mandates, as amended from time to time.
The Board's set of criteria for addressing composition of the Board will include the present and anticipated skill set needed by the Board, experience, ethics, education, time availability, involvement in activities that conflict with Madalena's business, term and the number of other directorships held. Other matters may be included that vary from time to time.
1. Managing the Affairs of the Board and Governance
The Board operates by delegating certain of its authorities, including spending authorizations, to management and by reserving certain powers to itself. The legal obligations of the Board are described under the heading "General Legal Obligations of the Board". Subject to these legal obligations and to the Articles and By-laws of the Company, the Board retains the responsibility for managing its own affairs, including:
2. Management and Human Resources
The Board has oversight responsibility for:
3. Strategy and Plans
The Board has oversight responsibility to:
4. Financial and Corporate Issues
5. Business and Risk Management
The Board has oversight responsibility for the following functions, which may be delegated to one or more Committees of the Board:
6. Policies and Procedures
7. Compliance Reporting and Communications
8. Standards of Liability
Nothing contained in this Mandate is intended to expand applicable standards of liability under statutory, regulatory, common law or any other legal requirements for the Board or members of its Committees. The purposes and responsibilities outlined in this Mandate and accompanying Board materials are meant to serve as guidelines rather than inflexible rules and the Board may adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.
Our Audit Committee Charter outlines the specific roles and duties of the Committee's members.
The Audit Committee is a Committee of the Board of Directors appointed to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) compliance by the Company with legal and regulatory requirements related to financial reporting, (3) qualifications, independence and performance of the Company's independent auditors, and (4) performance of the Company's internal controls and financial reporting process.
The Audit Committee has the power to conduct or authorize investigations into any matters within its scope of responsibilities, with full access to all books, records, facilities and personnel of the Company, its auditors and its legal advisors. In connection with such investigations or otherwise in the course of fulfilling its responsibilities under this charter, the Audit Committee has the authority to independently retain special legal, accounting, or other consultants to advise it, and may request any Officer or employee of the Company, its independent legal counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee also has the power to create specific sub-committees with all of the investigative powers described above.
The Company's independent auditor is ultimately accountable to the Board of Directors and to the Audit Committee; and the Board of Directors and Audit Committee, as representatives of the Company's shareholders, have the ultimate authority and responsibility to evaluate the independent auditor, and to nominate annually the independent auditor to be proposed for shareholder approval, and to determine appropriate compensation for the independent auditor. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee must maintain free and open communication between the Company's independent auditors, Board of Directors and management. The responsibilities of a member of the Audit Committee are in addition to such member's duties as a member of the Board of Directors.
While the Audit Committee has the responsibilities and powers set forth in this charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete, accurate, and in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor (other than disagreements regarding financial reporting), or to assure compliance with laws and regulations or the Company's own policies.
The membership of the Audit Committee will be as follows:
The responsibilities of the Audit Committee shall be as follows:
1. Frequency of Meetings
2. Reporting Responsibilities
3. Charter Evaluation
4. Whistleblower Mechanisms
5. Independent Auditor
6. Hiring Practices
7. Independence Test
8. Audit Committee Meetings
11. Review Process and Results
Annually review this Charter and propose amendments to be ratified by a simple majority of the Board of Directors.
The Chair is appointed annually by and reports to the Board. The Chair's primary role is managing the affairs of the Committee, including ensuring the Committee is organized properly, functions effectively and meets its obligations and responsibilities. The Chair works with the Chief Operating Officer ("COO") of the Company to ensure effective relations with Committee members. The Chair maintains on-going communications with the COO and with such other Officers of the Company as the Chair determines appropriate. The Chair, in conjunction with the Committee, maintains ongoing communications with the Company's external auditors. The Chair has the responsibility to lead the Committee and report to the Board after each Committee meeting.
The Chair also has the responsibility to ensure the Committee is alert to its obligations to the Board and pursuant to law and to chair Committee meetings.
The Chair must also:
The Reserves Committee (the "Committee") is a committee of the Board of Madalena to which the Board has delegated the responsibility for the matters set forth herein in respect of certain responsibilities of the Board in accordance with National Instrument 51-101 ("NI 51-101").
Membership of Committee
1. The Committee will be comprised of at least three (3) directors of Madalena or such greater number as the Board may determine from time to time, a majority of whom shall be:
2. The Board may from time to time designate one of the members of the Committee to be the Chair of the Committee.
The Committee is responsible for:
The Chair is appointed annually and reports to the Board. The Chair's primary role is managing the affairs of the Committee, including ensuring the Committee is organized properly, functions effectively and meets its obligations and responsibilities.
The Chair works with the CEO of the Company to ensure effective relations with Committee members.
The Chair maintains ongoing communications with the CEO and with such other Officers of the Company as the Chair determines appropriate.
The Chair has the responsibility to lead the Committee in overseeing management's formulation of and compliance with reserves policies and procedures and report to the Board after each Committee meeting.
The Chair also has the responsibility to ensure the Committee is alert to its obligations to the Board and pursuant to law and to chair Committee meetings.
The Chair is responsible to: