GEOPARK LTD filed this 20-F on Mar 31, 2022
GEOPARK LTD - 20-F - 20220331 - ACCOUNTANT_FEES

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, effective control over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projections of, and any evaluation of effectiveness of the internal controls in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer, our Chief Financial Officer, and our Director of Legal and Governance, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control - Integrated Framework of the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Based on this assessment, management believes that, as of December 31, 2021, its internal control over financial reporting was effective based on those criteria.

C.    Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, has been audited by Pistrelli, Henry Martin y Asociados S.R.L., an independent registered public accounting firm, as stated in their report which is included on page F-4 to F-5 of this annual report.

D.    Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 16.  RESERVED

ITEM 16A.  Audit committee financial expert

We have determined that Mr. Constantin Papadimitriou and Mr. Robert Bedingfield are independent, as such term is defined under SEC rules applicable to foreign private issuers. In addition, Mr. Robert Bedingfield is regarded as audit committee financial expert.

ITEM 16B.  Code of Conduct

We have adopted a code of conduct applicable to the board of directors and all employees. Since its effective date on September 24, 2012, we have not waived compliance with or amended the code of conduct.

ITEM 16C.  Principal Accountant Fees and Services

The independent registered public accounting firm for the fiscal year ended December 31, 2021, and December 31, 2020, was Pistrelli, Henry Martin y Asociados S.R.L. (member of Ernst & Young Global).

The following table provides detail in respect of audit, audit related, tax and other fees billed by the independent registered public accounting firm for professional services:

    

2021

    

2020

(in millions of US$)

Audit fees

 

1.02

 

0.93

Audit related fees

 

0.07

 

Tax services fees

 

0.05

 

0.04

Total

 

1.14

 

0.97

156

Fees are shown net of VAT and other associated tax charges.

Audit Fees

Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our Consolidated Financial Statements and other services that generally only the independent accountant reasonably can provide, such as statutory audits.

Audit-Related Fees

Audit-related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our Consolidated Financial Statements and not reported under the previous category. These services would include, among others: comfort letters, consents and assistance with and review of documents, accounting consultations and audits in connection with acquisitions, attestation of services that are not required by statue or regulation and consultation concerning financial accounting and reporting standards.

Tax Fees

Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.

Pre-Approval Policies and Procedures

Following the listing of our common shares on the NYSE, the Audit Committee proposes the appointment of the independent auditor to the Board of Directors to be put to shareholders for approval at the Annual General meeting. The Audit Committee oversees the auditor selection process for new auditors and ensures key partners in the appointed firm are rotated in accordance with best practices. Also, following our NYSE listing, the Audit Committee is required to pre-approve the audit and non-audit fees and services performed by the Company’s auditors in order to be sure that the provision of such services does not impair the audit firm’s independence.

All of the audit fees, audit-related fees and tax fees described in this item 16C have been approved by the Audit Committee.

ITEM 16D.  Exemptions from the listing standards for audit committees

None.

ITEM 16E.  Purchases of equity securities by the issuer and affiliated purchasers.

The following table presents purchases of our common shares by the company and “affiliated purchasers” (as that term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) during 2021:

    

    

    

Total Number of

    

Maximum Number (or 

 

Total 

 Shares Purchased as 

Approximate Dollar Value) of 

 

Number of

Part of Publicly 

Shares that May Yet be 

 

 Shares 

Average Price

Announced Plans or 

Purchased Under the Plans or 

 

2021

Purchased

 Paid per Share

Programs

Programs

 

January 1 to January 11, 2021

17,303

12.78

17,303

5,942,711

shares

May 1 to May 31, 2021

37,000

15.76

37,000

5,905,711

shares

June 1 to June 30, 2021

39,702

13.84

39,702

5,866,009

shares

July 1 to July 31, 2021

45,936

12.44

45,936

5,820,073

shares

August 1 to August 31, 2021

82,718

10.60

82,718

5,737,355

shares

September 1 to September 30, 2021

223,934

11.61

223,934

5,513,421

shares

October 1 to October 31, 2021

104,128

15.09

104,128

5,409,293

shares

November 1 to November 30, 2021

138,150

12.95

138,150

5,935,850

shares

December 1 to December 31, 2021

271,583

11.28

271,583

5,664,267

shares

157