Committees

The Board

Our Board of Directors (the “Board”) is responsible for setting our strategic goals, ensuring that the necessary resources are in place to achieve them, and reviewing our management and financial performance. Our Board directs and monitors the company in accordance with a framework of controls, making it possible for risks to be assessed and managed through clear procedures, lines of responsibility and delegated authority. Our Board is also responsible for establishing our core values and standards of business conduct, and for making sure that these, together with our obligations to our shareholders, are understood throughout the company.

The Board is currently made up of six Directors: Ms. Sylvia Escovar, Mr. Robert Bedingfield, Mr. Constantin Papadimitriou, Mr. Somit Varma, Mr. Carlos Gulisano, and Mr. James F. Park. The Board members are elected annually by our shareholders at the Annual General Meeting. Ms. Escovar is the Chair of the Board, and Mr. Park is GeoPark's Chief Executive Officer. Mr. Bedingfield, Mr. Papadimitriou, Ms. Escovar and Mr. Varma are Independent Directors according to the NYSE and SEC independence rules. The Board meets regularly throughout the year and has established and delegated specific responsibilities to the committees described below.

The Audit Committee

The Audit Committee is currently made up of two independent Directors, as per the SEC’s and NYSE’s definitions of independence. The current members are Mr. Bedingfield (who serves as Chairman of the Committee) and Mr. Papadimitriou.

The main purposes of the Audit Committee, without prejudice of any additional objectives or functions foreseen in its Charter, are to assist the Board in its oversight of: (i) the integrity of the Company’s financial statements and the Company’s accounting and financial reporting processes and financial statement audits; (ii) the independent auditor’s performance, qualifications and independence; (iii) the Company’s compliance with legal and regulatory requirements and the Company´s ethical standards; and (iv) the performance of the Company´s internal audit function.

The Compensation Committee

The Compensation Committee is made up of three Directors, who currently are Mr. Papadimitriou (who serves as Chairman of the Committee), Mr. Bedingfield and Mr. Varma.

The main purposes of the Compensation Committee, without prejudice of any additional objectives or functions foreseen in its Charter, are to (i) evaluate and recommend for approval by the independent members of the Board the remuneration, benefits and incentive compensation arrangements for the key executive officers of the Company; (ii) establish performance indicators against which the key executive officers of the Company will be evaluated; (iii) evaluate and review the identification, recruitment and succession planning for key officers of the Company; and (iv) review and recommend to the Board any changes to the remuneration of the Non-Executive Directors of the Company.

The Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee is made up of three Directors, who currently are Mr. Varma (who serves as Chairman of the Committee), Ms. Escovar, and Mr. Bedingfield.

The main purposes of the Nomination and Corporate Governance Committee, without prejudice of any additional objectives or functions foreseen in its Charter, are to (i) review Board succession planning, including identifying and selecting suitable Board candidates in accordance with the criteria set forth in its Charter and approved by the Board; (ii) review and recommend to the Board the membership and Chair of each Board Committee; (iii) develop, review and monitor the Company´s corporate governance guidelines, processes and structures; and (iv) conduct and oversee the Board’s annual evaluation process.

The Strategy and Risk Committee

The Strategy and Risk Committee is comprised of three Directors, who currently are Mr. Varma (who serves as Chairman of the Committee), Mr. Papadimitriou and Mr. Park.

The main purposes of the Strategy and Risk Committee, without prejudice of any additional objectives or functions foreseen in its Charter, are to assist the Board in (i) its oversight function of understanding the various key risks to which the Company is exposed, and the interlink between the Company’s strategy and such risks; and (ii) its review of new strategic opportunities and transactions (including mergers, acquisitions, divestments and similar transactions).