TGS actively promotes a culture designed to build confidence and trust among its stakeholders. Key elements of this culture include open and honest communication, a well-developed system of controls and policies and a compliance program.
It is the opinion of the Board of Directors that TGS in general complies with the Norwegian Code of Practice of Corporate Governance published 23 October 2012.
Shareholders and Shareholders’ Rights
- One Class of Shares. The Company has only one class of shares and each share gives the right to one vote at the General Assembly. There are no voting restrictions. The Board puts emphasis on, to the extent possible, disclosing and describing the topics of the agenda and the proposed resolutions in the call for the assembly to allow the shareholders to prepare beforehand.
- Limitations on Trade. The independent members of the Board have received restricted shares as a part of their compensation, which must be held for at least one year before they can be traded. There are no other limitations to trading of shares from the Company’s side, other than Insider Trading Rules for employees and the Board.
- The General Assembly. The Company’s General Assembly is open for all shareholders, and any shareholder not attending the General Assembly can give proxy to vote on his/her behalf. Forms of Proxy are sent to the shareholders together with the call for the assembly. The proceedings in the General Assembly follow the agenda outlined in the call. Shareholders who wish to raise a topic in the General Assembly have the possibility to do so, but must then notify the Board of Directors of this in writing and in reasonable time before the call for the assembly is dispatched. The General Assembly may not decide for a higher dividend than the Board of Directors has proposed for that year. It is not at this point accepted that the shareholders can participate in the annual meeting or vote through the internet.
- Equity and Dividend Policy
Following the annual general meeting, held on 4 June 2013, the Board has the following shareholder authorizations:
- To issue up to 10,345,072 new shares in the Company
- To acquire, on behalf of the Company, the Company's own shares for an aggregate par value of NOK 2,600,000, provided that the total amount of its own shares at no time exceeds 10% of the Company's share capital. The lowest price to be paid per share shall be NOK 0.25 and the highest price to be paid per share shall be the price as quoted on the stock exchange at the time of the acquisition plus 5%. Acquisition and sale of the Company's own shares can take place in the manner which the Board of Directors considers to be in the Company's best interest, but not through subscription of new shares. This authority shall be valid for 12 months from the resolution by the Shareholders' meeting and until 4 June 2014.
For further information on these shareholder authorizations, please refer to minutes from the Annual General Meeting.
The Board of Directors
The Board of Directors currently consists of five members elected by the shareholders. The constitution of the Board reflects a strong background that balances specific industry experience with broader industrial, financial and organizational experience. Independent Compensation and Audit committees were established in 2003 in accordance with the proposed Norwegian standards for good Corporate Governance. A brief background description for each board member is found in the Board of Directors section.
The board members have formed the following committees. Click on a specific committee to view the committee’s charter.
The constitution of the committees is described in the Report from the Board of Directors.
Members: Tor Himberg-Larsen (Committee Chair),Christina Stray and Ole Søeberg*
The Nomination Committee is responsible for the nomination of directors to the board and the remuneration payable to the directors. The Committee shall consist of one chairman and two members elected by and amongst the shareholders who shall serve for a period of two years. At the Ordinary General Meeting held on 4 June 2013, shareholders approved the Guidelines for the Nomination Committee.
*Tor Himberg-Larson and Christina Stray were re-elected for two-year terms in June 2013 and they are joined by Ole Søeberg who was elected for a two-year term during the June 2012 General Meeting.
Compensation of Key Employees
TGS compensates its employees according to market conditions that are reviewed on an annual basis by the Compensation Committee. Compensation includes base salary, insurance and retirement benefit programs and a profit-sharing bonus plan based on performance.
The directors do not participate in any bonus or profit-sharing plan.
Independent of the Company’s management, the Audit Committee and the Board of Directors meet annually with the Partner of the Company’s external audit firm.