Shareholder Policy
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
There are no other limitations to trading of shares from the Company’s side, other than Insider Trading for employees and Board members.
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.
Dividend Policy
Because of the highly cyclical nature of the oil services industry, TGS' Board of Directors remains convinced that the TGS Group's unique business model, strong balance sheet and strong cash position are essential to its financial health, risk management and future growth. With this in mind, the Board will continue to carefully evaluate investment opportunities for growth.
It is the ambition of TGS to pay an annual cash dividend that is in line with its long-term underlying cash flow. When deciding the annual dividend amount, the TGS Board of Directors will consider expected cash flow, investment plans, financing requirements and a level of financial flexibility that is appropriate for the TGS business model. In addition to paying a cash dividend, TGS may also buy back its own shares as part of its plan to distribute capital to shareholders.
At the Ordinary General Meeting held on 7 June 2011, shareholders approved the Board’s proposal to distribute dividend for 2010 of NOK 5 per share of which NOK 2 was a non-recurring distribution. This dividend was paid on 22 June 2011. During 2011, TGS also bought back a total of 1,248,600 of its own shares for USD 30.0 million.
At its quarterly meeting on 8 February 2012, the Board of Directors decided to propose to the shareholders at the June 2012 ordinary general meeting a dividend of NOK 6 per share of outstanding common stock from the Company’s 2011 earnings.
At its meeting on 22 March 2012 to approve the annual accounts, the Board of Directors decided to propose 6 June 2012 as the ex-dividend date and 20 June 2012 as the dividend payment date.
Following the Ordinary General Meeting held on 7 June 2011, the Board has the following shareholder authorizations:
- To issue up to 10,391,356 new shares in the Company
- To acquire, on behalf of the Company, the Company's own shares for an aggregate par value of NOK 5,000,000, 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 6 June 2012.
Investor Relations Policy
TGS' investor relations policy is designed to inform the stock market and all shareholders of the Company’s activities and status in a timely and accurate manner. The Company submits quarterly and annual financial reports to the OSE as well as any interim information of significance for assessing the Company’s value. This information is also available via the Company’s web site.
The Company places great emphasis on providing the same information to all investors; national and international, and all press releases and news are published in English only. To this end, the Company’s quarterly earnings presentations are recorded and made available as webcasts or Powerpoint presentations in real time. The Company also makes national and international presentations and roadshows throughout the year to inform existing and potential investors about TGS.