SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Filed
by Registrant
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Filed
by Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to ss.240.14a-12
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GEOGLOBAL
RESOURCES INC.
(Name
of
Registrant as Specified in Its Charter)
NOT
APPLICABLE
(Name
of
Person(s) Filing Proxy Statement if other than Registrant)
Payment
of Filing Fee (check the appropriate box):
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þ
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
Fee Paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the Fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement Number:
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3)
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Filing
Party:
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4)
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Date
Filed:
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GEOGLOBAL
RESOURCES INC.
SUITE
310, 605 - 1 STREET, SW
CALGARY,
ALBERTA T2P 3S9 CANADA
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS
JUNE
20,
2007
Notice
is
hereby given that the Annual Meeting of Stockholders of GeoGlobal Resources
Inc.
will be held at the Calgary Petroleum Club in the Viking Room, 319 - 5 Avenue
SW, Calgary, Alberta T2P 0L5 at 3:00 p.m., local time, on Wednesday, the
20th
of June,
2007 for the following purposes:
1.
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to
elect six (6) directors to hold office until our next Annual Meeting
of
Stockholders and until their respective successors are elected
and
qualified; and
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2.
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to
transact such other business as may properly come before the meeting,
or
any adjournments thereof.
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Information
with respect to the above is set forth in the Proxy Statement which accompanies
this Notice. Only holders of shares of our Common Stock of record at the
close
of business on May 9, 2007 (the "Record Date") are entitled to notice of
and to
vote at the Meeting.
We
hope
that all of our shareholders who can conveniently do so will attend the Meeting.
Stockholders who do not expect to be able to attend the Meeting are requested
to
mark, date and sign the enclosed proxy and return same in the enclosed
pre-addressed envelope which is intended for your convenience.
Patti
Price, Secretary
Dated:
May 15, 2007
TABLE
OF CONTENTS
Caption Page
General
Information 3
Voting
Securities and Principal Holders 5
Election
of Directors 7
Executive
Officers, Compensation and Corporate Governance 8
Committees
and Meetings of the Board of Directors 11
Certain
Relationships and Related Transactions
13
Relationship
With Public Accountants
14
Submission
of Stockholder Proposals or Director Nominations for 2008 Annual Meeting 15
General 15
Proxy
Statement
GENERAL
INFORMATION
Who
May Vote
Holders
of record of our Common Stock at the close of business on May 9, 2007 may
vote
at the Meeting. This proxy statement and the enclosed proxy card are being
mailed to our stockholders beginning on or about May 18, 2007.
How
to Vote
You
may
vote in person at the Meeting or by proxy. We recommend that you vote by
proxy
even if you plan to attend the Meeting. You can always change your vote at
the
Meeting.
How
Proxies Work
Our
Board
of Directors is asking for your proxy. Giving us your proxy means you authorize
us to vote your shares at the Meeting in the manner you direct. You may vote
for
all, some or none of our director candidates.
If
you
are a registered stockholder (meaning your name is included on the
securityholder file maintained by our transfer agent, Computershare Trust
Co.
N.A.), you can vote by proxy in writing by completing, signing, dating and
returning your proxy card in the enclosed envelope.
If
you
give us your signed proxy but do not specify how to vote, we will vote your
shares in favor of the six director candidates.
If
your
shares are held in the name of your bank, brokerage firm or other nominee,
you
will receive instructions from them that you must follow in order to have
your
shares voted. Please note that if your shares are held by a bank, brokerage
firm
or other nominee, and you decide to attend and vote at the annual meeting,
your
vote in person at the annual meeting will not be effective unless you present
a
legal proxy, issued in your name from your bank, brokerage firm, or other
holder
of record.
Matters
to be Presented
We
are
not aware of any matters to be presented other than those described in this
proxy statement. If any matters not described in this proxy statement are
properly presented at the Meeting, the proxies will use their own judgment
to
determine how to vote your shares. If the Meeting is postponed or adjourned,
the
proxies will vote your shares on the new Meeting date in accordance with
your
previous instructions, unless you have revoked your proxy.
Revoking
a Proxy
If
you
are a registered stockholder, you may revoke your proxy before it is voted
by:
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Notifying
our Secretary in writing before the Meeting at the address given
on the
cover page of this proxy statement; or
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Voting
in person at the Meeting.
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If
your
shares are held in the name of your bank, brokerage firm or other nominee,
you
should follow the instructions received from them or contact your broker,
in
order to change your vote.
Webcast
of the Meeting
We
are
pleased to offer an audio webcast of the Meeting. You may listen to our Meeting
by dialing-in via telephone or by internet access as described
below:
North
America Dial-in Number:
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866-713-8395
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International
Dial-in Number:
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617-597-5309
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Participant
Passcode:
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67282723
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Webcast:
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To
listen to a live audio webcast of the Meeting, go to our website
at
www.geoglobal.com
and click
on “AGM Audio Webcast.”
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Webcast
Replay:
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The
webcast replay will be available on our website at www.geoglobal.com
from 5:00 p.m. MT, Wednesday, June 20, 2007 until 5:00 p.m. MT
on
Wednesday, June 27, 2007. Be advised that listening to the webcast
via our
website requires speakers and Windows Media Player.
The
webcast replay will also be available by dialing-in via telephone
from
5:00 p.m. MT, Wednesday, June 20, 2007 until 5:00 p.m. MT on Wednesday,
June 27, 2007 at the following numbers:
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North
America:
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888-286-8010
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International:
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617-801-6888
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Participant
Passcode:
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35802253
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Conduct
of the Meeting
The
Chairman of our Meeting has broad authority to conduct the Meeting in an
orderly
manner. This authority includes establishing rules for stockholders who wish
to
address the Meeting. Copies of these rules will be available at the Meeting.
The
Chairman may also exercise broad discretion in recognizing stockholders who
wish
to speak and in determining the extent of discussion on each item of business.
The Chairman may also rely on applicable law regarding disruptions or disorderly
conduct to ensure that the Meeting is conducted in a manner that is fair
to all
stockholders.
Additional
Information on the Annual Meeting
If
you
have questions or would like more information about the Meeting, you can
contact
us in any of the following ways:
· |
Via
the Internet:Go
to our website, ,
and click on the "Contact Us" link or send an e-mail directly to
to
request additional stockholder
information.
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By
telephone:+1
403 777-9250.
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By
writing to the following address:
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Patti
Price, Secretary
GeoGlobal
Resources Inc.
#310,
605
- 1 Street SW
Calgary,
Alberta Canada
T2P
3S9
Contacting
our Board
Our
Board
has provided a process for stockholders to communicate with its members.
Stockholders and other interested parties who wish to communicate with our
directors may address their correspondence to the Board, to a particular
director, to the non-employee directors or to any other group of directors
or
committee of the Board, in care of Patti Price, Secretary, GeoGlobal Resources
Inc., at the address given above. You may make any concerns known confidentially
to the non-employee directors by marking your envelope “Confidential” and
addressing the communication to the Board of Directors, in care of the
Secretary.
VOTING
SECURITIES AND PRINCIPAL HOLDERS
Outstanding
Shares and Voting Rights
At
the
close of business on May 9, 2007, the record date, we had outstanding 66,228,256
shares of Common Stock.
Each
holder of Common Stock is entitled to one (1) vote per share at the
Meeting.
In
order
to carry on the business of the Meeting, we must have a quorum. This means
that
a majority of our issued and outstanding shares entitled to vote must be
present
in person or by proxy in order to constitute a quorum at the
Meeting.
Assuming
a quorum is present, the Director candidates who receive the most “for” votes
will be elected to fill the six available seats on our Board. Shares represented
at the Meeting by a proxy reflecting abstentions or broker non-votes will
have
no effect on the result of the votes on the election of Directors. Broker
non-votes occur on a matter when a bank, brokerage firm or other nominee
is not
permitted to vote on that matter without instruction from the owner of the
shares and no instruction is given. Absent instructions from you, your broker
may vote your shares on the election of Directors.
Principal
Stockholders
This
table sets forth information as of May 9, 2007 about persons we know to
beneficially own more than five (5) percent of our voting Common
Stock.
Name
and Address of Beneficial Owner
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Amount
Beneficially Owned (1)
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Percent
of Class
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Jean
Paul Roy
c/o
GeoGlobal Resources Inc.
Suite
310, 605 - 1 Street SW
Calgary,
Alberta T2P 3S9
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32,566,000
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49.2%
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(1)
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For
purposes of the above table, a person is considered to "beneficially
own"
any shares with respect to which he or she exercises sole or shared
voting
or investment power or of which he or she has the right to acquire
the
beneficial ownership within 60 days following May 9,
2007.
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Security
Ownership of Directors and Executive Officers
This
table sets forth information as of May 9, 2007 about the amount of Common
Stock
beneficially owned by our current directors, the executive officers named
in the
Summary Compensation Table below and our directors and executive officers
as a
group.
Name
of Beneficial Owner and Position
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Amount
Beneficially Owned(1)
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Percent
of Class
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Jean
Paul Roy (2)
c/o
GeoGlobal Resources Inc.
Suite
310, 605 - 1 Street SW
Calgary,
Alberta T2P 3S9
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32,566,000
(3)
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49.2%
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Allan
J. Kent
c/o
GeoGlobal Resources Inc.
Suite
310, 605 - 1 Street SW
Calgary,
Alberta T2P 3S9
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925,000
(4)
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1.4%
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Brent
J. Peters
c/o
Northfield Capital Corporation
Suite
301, 141 Adelaide Street West
Toronto,
ON M5H 3L5
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171,567
(5)
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Less
than 0.5%
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Peter
R. Smith
c/o
Andrin Limited
Suite
202, 197 County Court Boulevard
Brampton,
Ontario L6W 4P6
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100,000
(6)
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Less
than 0.5%
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Michael
J. Hudson
439
Mayfair Avenue
Ottawa,
ON K1Y 0K7
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110,000
(7)
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Less
than 0.5%
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Dr.
Avinash Chandra
B-102,
Sector 26
Noida,
Uttar Pradesh
India
201301
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117,767
(8)
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Less
than 0.5%
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All
officers and directors as a group (6 persons)
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33,990,334
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51.3%
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(1) For
purposes of the above table, a person is considered to "beneficially own"
any
shares with respect to which he or she exercises sole or shared voting or
investment power or of which he or she has the right to acquire the beneficial
ownership within 60 days following May 9, 2007.
(2)
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Of
the shares held beneficially by Mr. Roy, an aggregate of 5 million
shares
are held in escrow pursuant to the terms of the agreement whereby
we
purchased the outstanding capital stock of GeoGlobal Resources
(India)
Inc. from Mr. Roy. Under the terms of the escrow agreement, Mr.
Roy has
the voting rights with respect to these
shares.
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(3)
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Includes
32,016,000 shares of Common Stock and 550,000 options to purchase
Common
Stock exercisable within 60 days of May 9,
2007
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(4)
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Includes
375,000 shares of Common Stock and 550,000 options to purchase
Common
Stock exercisable within 60 days of May 9,
2007.
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(5)
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Includes
71,567 shares of Common Stock and options to purchase 100,000 shares
of
Common Stock exercisable within 60 days of May 9,
2007.
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(6)
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Includes
options to purchase 100,000 shares of Common Stock exercisable
within 60
days of May 9, 2007.
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(7)
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Includes
10,000 shares of Common Stock and options to purchase 100,000 shares
of
Common Stock exercisable within 60 days of May 9,
2007.
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(8)
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Includes
51,100 shares of Common Stock and options to purchase 66,667 shares
of
Common Stock exercisable within 60 days of May 9,
2007.
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Section
16(a) Beneficial Ownership Reporting Compliance
Our
directors and executive officers file reports with the Securities and Exchange
Commission indicating the number of shares of any class of our equity securities
they owned when they became a director or executive officer and, after that,
changes in their ownership of our equity securities. They must also provide
us
with copies of these reports. These reports are required by Section 16(a)
of the
Securities Exchange Act of 1934. We have reviewed copies of the reports we
received from the individuals required to file the reports. Based on our
review
of the copies of the reports, we believe that all filings required to be
made by
the reporting persons for the period January 1, 2006 through December 31,
2006
were made on a timely basis.
election
of directors
Our
Board’s Nominating Committee has recommended and nominated the six director
candidates named below, all of whom currently serve as our directors. All
of our
directors are elected for one-year terms. If a director nominee becomes
unavailable before the annual meeting, your proxy authorizes the people named
as
proxies to vote for a replacement nominee if the Nominating Committee names
one.
Each nominee has indicated that he is willing and able to serve as a director
if
elected, and, accordingly, our Board of Directors does not have in mind any
replacement.
The
nominees as Director and their ages are as follows:
Name
|
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Age
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Jean
Paul Roy
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50
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Allan
J. Kent
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53
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Brent
J. Peters
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35
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Peter
R. Smith
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59
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Michael
J. Hudson
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60
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Dr.
Avinash Chandra
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63
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Mr.
Roy
was elected a Director, President and Chief Executive Officer on August 29,
2003. Prior thereto, for more than five years, Mr. Roy had been consulting
in
the oil and gas industry through his private company, GeoGlobal Technologies
Inc. which he owned 100%. Mr. Roy has in excess of 25 years of geological
and
geophysical experience in basins worldwide as he has worked on projects
throughout India, North and South America, Europe, the Middle East, the former
Soviet Union and South East Asia. His specialties include modern seismic
data
acquisition and processing techniques, and integrated geological and geophysical
data interpretation. Since 1981 he has held geophysical positions with Niko
Resources Ltd., Gujarat State Petroleum Corporation, Reliance Industries,
Cubacan Exploration Inc., PetroCanada, GEDCO, Eurocan USA and British Petroleum.
Mr. Roy graduated from St. Mary’s University of Halifax, Nova Scotia in 1982
with a B.Sc. in Geology and has been certified as a Professional
Geophysicist.
Mr.
Kent
was elected a Director, Executive Vice President and Chief Financial Officer
of
our company on August 29, 2003. Mr. Kent has in excess of 25 years experience
in
the area of oil and gas exploration finance and has, since 1987, held a number
of senior management positions and directorships with Cubacan Exploration
Inc.,
Endeavour Resources Inc. and MacDonald Oil Exploration Ltd., all publicly
listed
companies. Prior thereto, beginning in 1980, he was a consultant in various
capacities to a number of companies in the oil and gas industry. He received
his
Bachelor of Mathematics degree in 1977 from the University of Waterloo,
Ontario.
Mr.
Peters was elected a Director of our company on February 25, 2002. Mr. Peters
has been Vice President of Finance and Treasurer of Northfield Capital
Corporation, a publicly traded investment company acquiring shares in public
and
private corporations since 1997. Mr. Peters is the CFO and a Director of
Gold
Eagle Mines Ltd. as well as a Director of Aranka Gold Inc. Mr. Peters has
a
Bachelor of Business Administration degree, specializing in
accounting.
Mr.
Smith
was elected a Director of our company on January 8, 2004. Mr. Smith currently
sits on the Board of Directors of Brampton Brick Limited and the Board of
Toronto Waterfront Revitalization Corporation. Mr. Smith was elected Chairman
of
the Board of the Greater Toronto Transportation Authority (GO Transit) in
March
2004, and a director of Tarion Warranty Corporation (a Canadian new home
warranty company) in April 2004. Since 1989, Mr. Smith has been President
and
co-owner of Andrin Limited, a large developer/builder of housing in Canada.
Mr.
Smith has held the position of Chairman of the Board of Directors, Canada
Mortgage and Housing Corporation (CMHC), from September 1995 to September
2003.
On
February 14, 2001, the Governor General of Canada announced the appointment
of
Mr. Smith as a Member of the Order of Canada, effective November 15, 2000.
Mr.
Smith holds a Masters Degree in Political Science (Public Policy) from the
State
University of New York, and an Honours B.A. History and Political Science,
Dean’s Honour List, McMaster University, Ontario.
Mr.
Hudson was elected a Director of our company on May 17, 2004. Mr. Hudson
is a
retired partner with the accounting firm Grant Thornton LLP. Mr. Hudson was
with
Grant Thornton for 20 years and with his experience in the oil and gas industry
he was responsible for Assurance services and providing advice to private,
not-for-profit and public company clients listed on Canadian and US exchanges.
Mr. Hudson spent two years in London, England assisting the Institute of
Chartered Accountants in England and Wales with the start up of a consulting
service to members on best practices for the management of their firms including
ethics and governance issues. Upon returning to Canada he went on secondment
for
18 months with the Auditor General of Canada to learn and apply the disciplines
of “value for money” auditing. He was co-director of the comprehensive (value
for money) audit of Statistics Canada reporting in the 1983 Auditor General’s
Report.
Dr.
Chandra was elected a Director of our company on October 1, 2005. Dr. Chandra
has over 44 years of experience in the international as well as the Indian
oil
and gas sector. He was the first Directorate General of Hydrocarbons, at
the
level of Special Secretary to the Government of India for a period of 10
years
until his retirement in 2003. Dr. Chandra received his Ph.D. in petroleum
geology from the Imperial College, University of London, United Kingdom.
His
post graduate work includes a Post Graduate Diploma of Imperial College in
Petroleum Geology and Petroleum Reservoir Engineering as well as a M.Sc.
(Applied Geology) and B.Sc. (Hons) from the Lucknow University in
India.
MANAGEMENT
RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE NOMINEES
EXECUTIVE
OFFICERS, COMPENSATION AND CORPORATE GOVERNANCE
EXECUTIVE
OFFICERS
Our
current executive officers are the following:
Name
|
Age
|
Position
|
Jean
Paul Roy
|
50
|
President
and Chief Executive Officer
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Allan
J. Kent
|
53
|
Executive
Vice President and Chief Financial
Officer
|
Mr.
Roy’s
and Mr. Kent’s employment backgrounds are described above.
SUMMARY
COMPENSATION TABLE
Annual
Compensation
The
following table sets forth the compensation of our principal executive officer
and all of our other executive officers for the two fiscal years ended December
31, 2006 who received total compensation exceeding $100,000 for the year
ended
December 31, 2006 and who served in such capacities at December 31,
2006.
Summary
Compensation Table
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive Plan Compen-
sation
($)
|
Nonqualified
Deferred Compen-
sation
Earnings
($)
|
All
Other Compen-sation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Jean
Paul Roy, (2)
(3)
President
& CEO
|
2006
2005
|
350,000
250,000
|
-0-
60,000
|
-0-
-0-
|
570,500
186,600
|
Nil
Nil
|
Nil
Nil
|
44,280
(5)
40,700
(6)
|
964,780
537,300
|
Allan
J. Kent, (2)
(4)
Exec
VP & CFO
|
2006
2005
|
185,000
120,000
|
-0-
30,000
|
-0-
-0-
|
570,500
186,600
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
755,500
336,600
|
(1) |
Valuation
of the Option Awards are based on the grant date fair value of the
award
determined in accordance with FAS 123(R).
|
(2) |
Messrs.
Roy and Kent are also Directors of our company; however they receive
no
additional compensation for serving in those
capacities.
|
(3) |
The
salary and bonus amounts are paid to Roy Group (Barbados) Inc.(“RGB”), a
Barbados company wholly owned by Mr. Roy, pursuant to the terms of
a
Technical Services Agreement described
below.
|
(4) |
The
salary and bonus amounts are paid to D.I. Investments Ltd., a company
controlled by Mr. Kent, pursuant to an oral arrangement described
below.
|
(5) |
Costs
paid for by the Company included in this amount are $18,780 for airfare
for the immediate family of Mr. Roy to travel to India from their
home two
times during the calendar year and $25,500 for medical coverage for
Mr.
Roy and his immediate family.
|
(6) |
Costs
paid for by the Company included in this amount are $16,800 for airfare
for the immediate family of Mr. Roy to travel to India from their
home two
times during the calendar year, $23,400 for medical coverage for
Mr. Roy
and his immediate family and $500 for professional membership
fees.
|
Narrative
Disclosure to Summary Compensation Table.
On
August
29, 2003, we entered into a Technical Services Agreement ("TSA" )with RGB.
Under
the agreement, RGB agreed to perform such geologic and geophysical duties
as are
assigned to it by us. The term of the agreement, as amended, extends through
December 31, 2007 and continues for successive periods of one year thereafter
unless otherwise agreed by the parties or either party has given notice that
the
agreement will terminate at the end of the term. On January 31, 2006, the
terms
of the agreement were amended to extend the term of the agreement from August
31, 2006 to December 31, 2007 and amended the fee payable from $250,000 to
$350,000 effective January 1, 2006. RGB also is reimbursed for authorized
travel
and other out-of-pocket expenses. The agreement prohibits RGB from disclosing
any of our confidential information and from competing directly or indirectly
with us for a period ending December 31, 2007 with respect to any acquisition,
exploration, or development of any crude oil, natural gas or related hydrocarbon
interests within the area of the country of India. The agreement may be
terminated by either party on 30 days’ prior written notice, provided, however,
the confidentiality and non-competition provisions will survive the
termination.
Through
December 31, 2006, D.I. Investments Ltd., a company controlled by Mr. Kent,
was
paid by us for consulting services. Currently, the services of Mr. Kent are
provided to us pursuant to an oral arrangement for an annual salary of
$185,000.
We
do not
have any employment agreements with any of our named executive officers or
other
significant employees.
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2006.
The
following table provides information with respect to our named executive
officers above regarding outstanding equity awards held at December 31, 2006.
Outstanding
Equity Awards Table
|
|
Option
Awards
|
Stock
Awards
|
Name
|
Number
of securities underlying unexercised Options
(#)
Exercisable/
Unexercisable
|
Equity
Incentive Plan Awards:
Number
of Securities Underlying Unexercised Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of shares or units of Stock held that have not vested
(#)
|
Market
value of shares or units of Stock held that have not vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or payout value of Unearned Shares,
Units or
Other Rights That Have Not Vested
($)
|
(a)
|
(b-c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Jean
Paul Roy
|
300,000
|
-0-
|
$1.10
|
08/31/08
|
-0-
|
-0-
|
-0-
|
-0-
|
|
250,000/
250,000
(1)
|
-0-
|
$3.95/
$3.95
|
07/25/16/07/25/16
|
-0-
|
-0-
|
-0-
|
-0-
|
Allan
J. Kent
|
300,000
|
-0-
|
$1.10
|
08/31/08
|
-0-
|
-0-
|
-0-
|
-0-
|
|
250,000/
250,000
(1)
|
-0-
|
$3.95/
$3.95
|
07/25/16/
07/25/16
|
-0-
|
-0-
|
-0-
|
-0-
|
1) Such
unexercisable options will become exercisable upon vesting July 25,
2007.
DIRECTORS
COMPENSATION
The
following table provides information with respect to compensation of our
Directors during the year ended December 31, 2006. The compensation paid
to our
named executive officers who are also Directors is reflected in the Summary
Compensation Table above.
Directors
Compensation Table
|
Name
(a)
|
Fees
earned or paid in cash
($)
(b)
|
Stock
Awards
($)
(1)
(c)
|
Option
Awards
($)
(1)
(d)
|
Non-Equity
Incentive Plan Compensation
($)
(e)
|
Non-Qualified
Deferred Compensation Earnings
(f)
|
All
Other Compensation
($)
(g)
|
Total
($)
(h)
|
Peter
Smith
|
$3,500
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
106,350
|
Brent
Peters
|
$3,500
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
106,350
|
Michael
Hudson
|
$4,000
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
106,850
|
Dr.
Avinash Chandra
|
$1,500
|
-0-
|
102,850
|
-0-
|
-0-
|
-0-
|
104,350
|
|
(1)
|
Valuation
of the Option Awards are based on the grant date fair value of
the award
determined in accordance with FAS 123(R).
|
Our
non-employee Board members receive cash compensation of $1,000 for personally
attending each meeting and $500 for attending by phone. The Chairman of the
Board may attend certain committee meetings for which he receives compensation
equal to compensation paid for board meetings. Our Directors are also reimbursed
for their out-of-pocket expenses in attending meetings. Pursuant to the terms
of
our 1998 Stock Incentive Plan, each non-employee Director automatically receives
an option grant for 50,000 shares on the date such person joins the Board.
In
addition, on the date of each annual stockholder meeting provided such person
has served as a non-employee Director for at least six months, each non-employee
Board member who is to continue to serve as a non-employee Board member will
automatically be granted an option to purchase 50,000 shares. Each such option
has a term of ten years, subject to earlier termination following such person's
cessation of Board service, and is subject to certain vesting provisions.
For
the purposes of the automatic grant provisions of the Plan, all of our
Directors, other than Messrs. Roy and Kent are considered non-employee Board
members.
Corporate
Governance
Our
Board
has adopted corporate governance guidelines in conjunction with the listing
of
our shares on the American Stock Exchange. These guidelines address items
such
as our Board composition and Director qualifications, Director responsibilities,
the functioning of the Board, Board Committees and other governance practices
and policies. In addition, we have a Code of Business Conduct Policy that
applies to all our officers, directors and employees. The Code is posted
under
the “Investor Info - Reports” section of our website at www.geoglobal.com
.
Amendments to our Code will also be posted on this section of our website.
The
charters of each of the Board’s Nominating, Audit and Compensation Committees
are also posted on our website. More information on our Board and its committees
can be found below under the caption, “Committees and Meetings of the Board of
Directors” in this proxy statement.
Our
Board
has determined that each of our non-employee directors is independent in
accordance with the director independence definition specified in our corporate
governance guidelines, which are posted under the “Investor Info - Reports”
section of our website www.geoglobal.com
and in
accordance with applicable American Stock Exchange rules. Following the annual
meeting, if all director nominees are elected to serve as our directors,
independent directors will constitute 66.6% of our Board.
Director
Nominations
Stockholders
may submit nominations to our Nominating Committee for consideration at next
year’s annual meeting prior to the deadlines set forth on Page 16. Any such
nomination should include information to demonstrate how the proposed nominee
meets the criteria set forth under the caption, “Committees and Meetings of the
Board of Directors--Nominating Committee.” Nominations should be mailed to the
attention of the Nominating Committee c/o our Secretary at our address on
page
1. The Committee will evaluate all recommended nominees based on the criteria
set forth under the caption, “Committees and Meetings of the Board of
Directors--Nominating Committee,” and especially based on whether they will
meaningfully contribute to our success and our operations. We have not, to
date,
paid any fees to any firm in connection with locating or nominating any director
candidates.
COMMITTEES
AND MEETINGS OF THE BOARD OF DIRECTORS
Board
of Directors
Our
Board
of Directors held two meetings during the year ended December 31, 2006, of
which
one meeting was held by conference telephone call in which all directors
participating were able to hear one another. Each of our Directors participated
in all the meetings of the Board except for Dr. Chandra who was unable to
attend
one meeting.
We
urge
but do not require Board members to attend annual meetings of stockholders.
All
of our Directors attended our annual meeting of stockholders held on June
14,
2006 in Calgary, Alberta, Canada.
Audit
Committee
Our
Board
of Directors has appointed an Audit Committee consisting of Messrs. Hudson,
who
is the Chairman, Mr. Peters and Dr. Chandra, each of whom has been determined
to
be an “independent director.” Under our Audit Committee Charter, adopted as
amended on March 6, 2005, our Audit Committee’s responsibilities include, among
other responsibilities, the appointment, compensation and oversight of the
work
performed by our independent auditor, the adoption and assurance of compliance
with a pre-approval policy with respect to services provided by the independent
auditor, at least annually, obtain and review a report by our independent
auditor as to relationships between the independent auditor and our company
so
as to assure the independence of the independent auditor, review the annual
audited and quarterly financial statements with our management and the
independent auditor, and discuss with the independent auditor their required
disclosure relating to the conduct of the audit.
Our
Board
of Directors has determined that Mr. Michael J. Hudson has the attributes
of an
Audit Committee Financial Expert.
Our
Audit
Committee had five meetings during the year ended December 31, 2006, of which
four meetings were by conference telephone call in which all participants
were
able to hear one another.
On
March
29, 2007, our Audit Committee discussed our audited consolidated financial
statements with management and discussed with Ernst & Young, LLP, our
independent registered accountants, the matters required to be discussed
by
Statement of Auditing Standards No. 61 and received the written disclosures
and
the letter from Ernst & Young, LLP as required by Independence Standards
Board Standard No. 1 which confirmed Ernst & Young, LLP's independence as
auditor. Based on that review and those discussions, our Audit Committee
recommended that our audited consolidated financial statements be included
in
our Annual Report on Form 10-KSB for the year ended December 31, 2006 for
filing
with the Securities and Exchange Commission.
Audit
Committee Report
Our
Audit
Committee has reviewed and discussed our company’s audited consolidated
financial statements with management. Further, the Audit Committee has discussed
with our registered independent public accountants the matters required to
be
discussed by the Statement on Auditing Standards No. 61 (SAS 61 - Communication
with Audit Committees), as amended, relating to the accountants’ judgment about
the quality of our company's accounting principles, judgments and estimates,
as
applied in its financial reporting.
The
Audit
Committee also has received the written disclosures and the letter from our
independent public accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) that relates to the
accountants’ independence from our company and its subsidiaries and has
discussed with the registered independent public accountants their
independence.
Based
on
the reviews and discussions referred to above, the Audit Committee recommended
to the Board that the audited financial statements be included in our company's
Annual Report on Form 10-KSB for the year ended December 31, 2006, for filing
with the Securities and Exchange Commission.
Audit
Committee
Michael
J. Hudson, Chairman
Brent
J.
Peters
Dr.
Avinash Chandra
As
provided under the rules of the Securities and Exchange Commission, the
foregoing Audit Committee Report shall not be deemed to be “soliciting
material:”, or to be “filed” with the Securities and Exchange Commission or
subject to Regulation 14A, other than as provided in Item 407 of Regulation
S-B,
or to the liabilities of Section 18 of the Securities Exchange Act of 1934,
as
amended.
Compensation
Committee
Our
Compensation Committee consists of Mr. Hudson whom is the Chairman and Mr.
Peters, each of whom has been determined to be an “independent
director.”
Our
Compensation Committee, which has adopted a charter, among other things,
exercises general responsibility regarding overall employee and executive
compensation. Our Compensation Committee sets the annual salary, bonus and
other
benefits of the President and the Chief Executive Officer and approves
compensation for all our other executive officers, consultants and employees
after considering the recommendations of our President and Chief Executive
Officer. To date, our Compensation Committee has not delegated any of its
authority to others and has not retained any compensation consultants. The
Compensation Committee held no meetings in 2006. The grant of options to
Mr. Roy
and Mr. Kent in 2006 was approved by a majority of the disinterested directors
of the board.
None
of
the members of our Compensation Committee were officers or employees of our
company during the year ended December 31, 2006 or were former officers of
our
company or had any other relationship with our company requiring
disclosure.
Inasmuch
as we reported and filed periodic reports as a Small Business Issuer, as
defined
in Regulation S-B under the Securities Exchange Act of 1934, as amended,
during
the year ended December 31, 2006, no Compensation Committee Report has been
provided.
Nominating
Committee
Our
Nominating Committee consists of Mr. Smith, who is the Chairman, Mr. Peters
and
Mr. Hudson, each of whom has been determined to be an “independent director.”
Our Nominating Committee, among other things, exercises general responsibility
regarding the identification of individuals qualified to become Board members
and recommend that the Board select the director nominees for the next annual
meeting of stockholders. Our Board of Directors has adopted a charter for
the
nominating committee. The Nominating Committee did not hold any meetings
during
the year ended December 31, 2006.
Our
Nominating Committee will seek out nominees for new directors as vacancies
become available using the following criteria: A majority of the directors
must
be independent, as determined by the Board under applicable rules; nominees
shall possess expertise in general business matters and in such other areas
as
are relevant to Committees on which they are expected to serve (such as
financial expertise, for Directors expected to serve as Audit Committee
members); and nominees shall be individuals with the background, character,
skills and expertise such that they will meaningfully contribute to our success
and our operations .
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On
March
27, 2003, GeoGlobal entered into a Participating Interest Agreement (“PIA”) with
Roy Group Mauritius ("RGM"), a corporation wholly owned by Jean Paul Roy,
our
President, Chief Executive Officer, a Director and principal stockholder,
whereby GeoGlobal assigned and holds in trust for RGM subject to the Government
of India ("GOI") consent, 50% of the benefits and obligations of the Production
Sharing Contract ("PSC") covering the Exploration Block KG-OSN-2001/3 ("PSC-KG")
and the Carried Interest Agreement ("CIA") leaving GeoGlobal with a net 5%
participating interest in the PSC-KG and a net 5% carried interest in the
CIA.
Under the terms of the PIA, until the GOI consent is obtained, we retain
the
exclusive right to deal with the other parties to the PSC-KG and the CIA
and are
entitled to make all decisions regarding the interest assigned to RGM. RGM
has
agreed to be bound by and be responsible for the actions taken by, obligations
undertaken and costs incurred by us in regard to RGM's interest, and to be
liable to us for its share of all costs, interests, liabilities and obligations
arising out of or relating to the RGM interest. RGM has agreed to indemnify
us
against any and all costs, expenses, losses, damages or liabilities incurred
by
reason of RGM's failure to pay the same.
Subject
to obtaining the government consent to the assignment, RGM is entitled to
all
income, receipts, credits, reimbursements, monies receivable, rebates and
other
benefits in respect of its 5% interest which relate to the PSC-KG. We
have a
right of set-off against sums owing to us by RGM. In the event that the Indian
government consent is delayed or denied, resulting in either RGM or us being
denied an economic benefit either would have realized under the PIA, the
parties
agreed to amend the PIA or take other reasonable steps to assure that an
equitable result is achieved consistent with the parties' intentions contained
in the PIA. In the event the consent is denied, neither party is entitled
to
assert any claim against the other except as is specifically set forth in
the
agreement. We have not yet obtained the consent of the GOI. As a consequence
of
this transaction, we report our holdings under the PSC-KG and CIA as a net
5%
Participating Interest.
RGM
further agreed in the PIA that it would not dispose of any interest in the
agreement, its 5% interest, or the shares of RGM without first giving notice
to
us of the transaction, its terms, including price, and the identity of the
intended assignee and any other material information, and we have the first
right to purchase the interest proposed to be sold on the terms contained
in the
notice to us.
On
August
29, 2003, we entered into a TSA with RGB, a corporation wholly owned by Mr.
Roy,
whereby under the agreement, RGB agreed to perform such geologic and geophysical
duties as are assigned to it by us. The term of the agreement, as amended,
extends through December 31, 2007 and continues for successive periods of
one
year thereafter unless otherwise agreed by the parties or either party has
given
notice that the agreement will terminate at the end of the term. On January
31,
2006, the terms of the agreement were amended to extend the term of the
agreement from August 31, 2006 to December 31, 2007 and amended the fee payable
from $250,000 to $350,000 effective January 1, 2006. RGB also is reimbursed
for
authorized travel and other out-of-pocket expenses. The agreement prohibits
RGB
from disclosing any of our confidential information and from competing directly
or indirectly with us for a period ending December 31, 2007 with respect
to any
acquisition, exploration, or development of any crude oil, natural gas or
related hydrocarbon interests within the area of the country of India. The
agreement may be terminated by either party on 30 days’ prior written notice,
provided, however, the confidentiality and non-competition provisions will
survive the termination. RGB received $350,000 from us during 2006, $250,000
plus a bonus of $60,000 in 2005, $250,000 in 2004 and $83,333 in 2003, under
the
terms of this agreement, including its amendments.
RGB
was
also reimbursed for medical insurance and expenses, travel, hotel, meals
and
entertainment expenses, computer costs, and amounts billed to third parties
incurred by Mr. Roy during 2006 totaling $134,637. At December 31, 2006,
we owed
RGB $29,976 for services provided and expenses incurred pursuant to the TSA
which amount bears no interest and has no set terms of repayment.
During
the year ended December 31, 2006, D.I. Investments Ltd., a corporation wholly
owned by Mr. Allan J. Kent, our Executive Vice President, Chief Financial
Officer and a Director, was paid $185,000, $120,000 plus a bonus of $30,000
in
2005, $120,000 in 2004 and $61,715 in 2003 by us for consulting services
of Mr.
Kent which are provided to us pursuant to an oral arrangement amended effective
January 1, 2006. D.I. Investments Ltd. was also reimbursed $38,442 for office
costs, including rent, parking, office supplies and telephone as well as
travel,
hotel, meals and entertainment expenses incurred throughout 2006.
Messrs.
Roy and Kent devote substantially all their time to our affairs. Neither
of such
persons is our direct employee and we do not have any employment agreements
directly with either of such persons.
During
the year ended December 31, 2006, Amicus Services Inc. a company controlled
by
Mr. Vincent Roy, a brother of Mr. Jean Paul Roy, received from us $56,257
as
consulting fees for services rendered. Amicus Services Inc. was also reimbursed
$5,379 for office costs, including parking, office supplies and telephone
as
well as travel and hotel incurred throughout 2006.
RELATIONSHIP
WITH PUBLIC ACCOUNTANTS
Our
Audit
Committee has selected Ernst & Young, LLP as the company’s independent
registered public accounting firm for the fiscal year ended December 31,
2007.
The same firm was our independent registered public accounting firm for the
fiscal year ended December 31, 2006. We do not require a representative of
Ernst
& Young, LLP to be present at the Meeting but we do expect a representative
to be present and available to respond to appropriate questions or make a
statement if they desire to do so.
We
retained Ernst & Young LLP ("E&Y") on February 26, 2004 as our principal
accountants to audit our consolidated financial statements as of December
31,
2002 and for the period from August 21, 2002 (inception) to December 31,
2002
and as of and for the years ended December 31, 2003, 2004, 2005 and 2006.
Audit
and Related Fees
The
following sets forth fees we incurred for services provided by Ernst & Young
LLP for accounting services rendered during the years ended December 31,
2006
and December 31, 2005.
|
Audit
Fees
|
Audit
Related Fees
|
Tax
Fees
|
All
Other Fees
|
2006
|
88,281
|
26,452
|
--
|
37,425
|
2005
|
70,815
|
32,300
|
--
|
9,271
|
Our
Board
of Directors believes that the provision of the services during the years
ended
December 31, 2006 and December 31, 2005 is compatible with maintaining the
independence of Ernst & Young LLP. Our Audit Committee approves before the
engagement the rendering of all audit and non-audit services provided to
our
company by our independent auditor. Engagements to render services are not
entered into pursuant to any pre-approval policies and procedures adopted
by the
Audit Committee. The services provided by Ernst & Young LLP included under
the caption Audit
Fees
include
services rendered for the audit of our annual financial statements and the
review of our quarterly financial reports filed with the Securities and Exchange
Commission. Audit
Related Fees
include
services rendered in connection with a follow-up the review of other filings
with the Securities and Exchange Commission. Tax
Fees
include
services rendered relating primarily to tax compliance, consulting, customs
and
duties. All
Other Fees
include
administration fees to cover various expenses and SOX related work performed
to
date.
SUBMISSION
OF STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR 2008 ANNUAL
MEETING
Any
proposals or director nominations which stockholders intend to present for
a
vote of stockholders at our 2008 annual meeting and which such stockholders
desire to have included in our proxy statement and form of proxy relating
to
that meeting must be sent to our executive office and received by us not
later
than January 13, 2008. Our Board has the right to review stockholder proposals
to determine if they meet the requirements for being included in the proxy
statement as such requirements have been established by the Securities and
Exchange Commission. See also our policy entitled, “Director Nominations,” on
Page 12 of this proxy statement.
GENERAL
The
cost
of soliciting proxies will be borne by us. In addition to solicitation by
use of
the mails, certain officers and regular employees may solicit proxies personally
and by telephone and we will request banks, brokerage houses and nominees
and
fiduciaries to forward soliciting material to their principals and will
reimburse them for their reasonable out-of-pocket expenses.
Our
Annual Report on Form 10-KSB for the year ended December 31, 2006, as amended,
including financial statements, is being mailed to shareholders herewith.
However, that report is not part of the proxy soliciting
information.
By
Order
of the Board of Directors
Allan
J.
Kent, Executive VP and CFO
Dated:
May 15, 2007
APPENDIX:
FORM
OF
PROXY
GEOGLOBAL
RESOURCES INC.
SUITE
#310, 605 - 1 STREET S.W.
CALGARY,
ALBERTA T2P 3S9 CANADA
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Jean Paul Roy, President and Chief Executive
Officer
and Allan J. Kent, Executive Vice President and Chief Financial Officer or
either of them, with power of substitution, to represent and to vote on behalf
of the undersigned all of the shares of common stock, par value $.001 per
share
("Common Stock"), of the Company which the undersigned is entitled to vote
at
the annual meeting of stockholders to be held at the Calgary Petroleum Club
in
the Viking Room, 319 - 5 Avenue SW, Calgary, Alberta T2P 0L5 at 3:00 p.m.,
local
time, on Wednesday, the 20th
of June,
2007, and at any adjournments or postponements thereof, hereby revoking all
proxies heretofore given with respect to such stock, upon the following
proposals more fully described in the notice of the meeting and proxy statement
(receipt whereof is hereby acknowledged).
1.
Election of Directors
|_| For
all
nominees listed below (except as marked to contrary below)
|_| Withhold
Authority to vote for all nominees listed below
INSTRUCTION:
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW.
Jean
Paul
Roy Brent
J.
Peters
Allan
J.
Kent Michael
J. Hudson
Peter
R.
Smith Dr.
Avinash Chandra
2.
In
their discretion, the Proxies are authorized to vote upon such other business
as
may properly come before the meeting.
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF ALL SIX NOMINEES FOR DIRECTOR.
PLEASE
SIGN EXACTLY AS NAME APPEARS BELOW. PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
AS
EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH.
IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
Dated:
___________________, 2007
________________________________________
Signature
Title
(if
required)
______________________________________
Signature
(if held jointly)