Board Charter

1. Role of the Board

The Board is responsible for the governance and oversight of Bridgehampton International Inc. The business and affairs of the Company are managed by or under the direction of the Board under DGCL Section 141, subject to the Certificate of Incorporation, Bylaws, and valid stockholder agreements.

2. Matters reserved to the Board

• Define purpose, strategy, values, risk appetite, and major performance objectives.
• Approve annual budgets, material capital allocation, country entry and exit, major drilling programs, acquisitions, divestitures, joint ventures, financings, guarantees, and equity issuances above delegated limits.
• Appoint, evaluate, compensate, and when necessary remove the CEO; oversee executive succession.
• Approve annual financial statements and oversee the integrity of financial, reserves, operational, sustainability, and stakeholder reporting.
• Oversee HSE, well control, asset integrity, environmental performance, climate risk, security, community relations, human rights, and emergency preparedness.
• Oversee enterprise risk, internal controls, compliance, cybersecurity, insurance, business continuity, and material litigation or investigations.
• Approve governance policies, delegated authorities, committee charters, related-party transactions requiring Board action, and material waivers.

3. Delegation to management

The Board delegates day-to-day management to the CEO within written authorities, budget, strategy, risk appetite, and policy. The CEO may subdelegate but remains accountable for performance, compliance, controls, and timely, accurate reporting to the Board.

4. Board composition

The Board will seek appropriate experience in oil and gas, geology, drilling, engineering, HSE, finance, law, risk, international operations, government relations, communities, trading, logistics, cybersecurity, and capital markets. The Board will evaluate independence, conflicts, diversity, availability, and succession. Directors are elected or appointed under the Certificate, Bylaws, DGCL, and applicable agreements.

5. Chair and leadership

The Chair leads the Board, approves agendas with the CEO and Secretary, promotes constructive challenge, facilitates information flow, and oversees evaluation. If the Chair is not independent, the Board may appoint a Lead Independent Director.

6. Meetings

The Board will meet at least quarterly and additionally as needed. Directors are expected to attend, prepare, maintain confidentiality, declare conflicts, and exercise informed judgment. Management will provide timely, accurate, balanced, and decision-useful materials. Minutes will record decisions, recusals, and follow-up actions.

7. Committees

The Board may establish committees under DGCL Section 141(c). Standing committees may include Audit and Risk, Compensation, Nominating and Corporate Governance, and Sustainability. Each operates under a written charter and reports to the Board. Delegation does not relieve directors of oversight responsibility.

8. Independent advice and access

Directors have reasonable access to management, records, operations, auditors, and advisers. The Board and committees may retain independent counsel, technical experts, or other advisers at Company expense when reasonably necessary.

9. Conflicts and duties

Directors must act in good faith, with due care, loyalty, and in the best interests of the Company and its stockholders. Material interests must be disclosed promptly. Related-party matters will be considered through disinterested procedures consistent with DGCL Section 144 and applicable fiduciary duties.

10. Country and project oversight

Before material commitment in a new jurisdiction, the Board will receive a country-risk and legal-readiness assessment covering license title, fiscal terms, sanctions, anti-corruption, political risk, security, land and community rights, HSE regulation, environmental liabilities, currency controls, tax, dispute enforcement, insurance, and exit options.

11. Performance evaluation

The Board and committees will periodically evaluate composition, performance, decision quality, information flow, culture, risk oversight, and follow-through. Actions arising from evaluations will be tracked.