Board of Directors
TGS’ Elected Members
Mr. Finlayson, a geologist and petroleum engineer by training, has nearly 40 years of technical and commercial experience in the oil and gas industry. He joined Shell in 1977 and, during his career, held various leadership roles in exploration and production and liquefied natural gas around the world. Mr. Finlayson joined BG Group plc in 2010 as Executive President and Managing Director, Europe and Central Asia. From 2013 to 2014, he served as the Chief Executive Officer and Executive Director of the BG Group. Mr. Finlayson serves as a non-executive Chairman of Siccar Point Energy Ltd., which is listed on the Oslo Stock Exchange, and a board member of one other privately held company. Mr. Finlayson is a Fellow of the Energy Institute. He was first elected as a Director of TGS in 2019.
Ms. Egset currently serves as the Chief Financial Officer of Posten Norge, joining in 2019. From 2008 to 2018, she served in various financial leadership roles with Statkraft, joining as CFO of the Solar Power Unit in 2008, transferring to Statkraft Wind Power and Technologies (WPT) in 2010, and most recently serving as Executive Vice President and CFO of Statkraft from 2016 to 2018. From 2005 to 2008, she was a financial manager for J.F. Knudtzen, and from 2000 to 2005, she served as Controller for Nera SatCom, Ms. Egset held a variety of financial roles at Statoil (now Equinor) from 1992 to 2000. She began her career in 1988 as a financial manager for Ulstein Elektro (part of the Ulstein Group). Ms. Egset serves as a board member for three privately held companies. She was first elected as a Director of TGS in 2019.
Grethe Kristin Moen
Grethe Kristin Moen
Ms. Moen has 40 years of experience in leadership positions within the oil, gas and energy industry, 25 years of which (1982-2007) were within Equinor (Statoil) and four years (2007-2011) within Shell Europe. From 2011 to 2013, Ms. Moen served as Vice President of Petoro AS, a fully Norwegian State-owned oil company managing the State Direct Financial Interest in Joint Ventures (SDFI/SDØE); and from 2013 to January 2021, she served as CEO of Petoro. Ms. Moen serves on the board of directors of OKEA ASA, which is listed on the Oslo Stock Exchange. She currently serves as a board member of two privately held companies. She was first elected as a Director of TGS in 2021.
Svein Harald Øygard
Svein Harald Øygard
Mr. Øygard is a business owner, investor, and independent advisor with substantial expertise in the finance and energy industries. From 1983 to the mid-1990s, Mr. Øygard worked within the Norwegian Ministry of Finance, including as Deputy Minister, and held various other roles within the Norwegian Parliament. From the mid-1990s, Mr. Øygard held prominent positions within McKinsey Company, focusing on the global oil and gas industry. In 2009, Mr. Øygard served as the Interim Central Bank Governor of the Icelandic Central Bank. Since mid-2016, he has been co-owner and Chairman of DBO Energy, a Brazilian oil and gas company. He is also the co-founder of two private companies in Brazil, focused on energy transition, and serves on the Board of several other privately held companies. Mr. Øygard serves as Chairman of the Board of Norwegian Air Shuttle ASA, listed on the Oslo Stock Exchange. He was first elected as a Director of TGS in 2021.
DirectorBorn 1959. Ms. Bachmann has over 35 years of experience as a senior energy and technology leader, beginning her career in 1983 with Shell. During her tenure with Shell, she held a variety of business technical and leadership roles in exploration and development with Shell, working in the Middle East, Africa and Europe, including as Shell’s Vice President for Subsurface and Wells Software in Production from 2009 until 2019. Since 2019, she has been a Managing Director of TwoB Consulting GmbH, a consulting and services company focused on energy technology solutions and digital transformation. Since 2019, Ms. Bachmann has also served as a non‐executive board member of Geoteric, a global leader in the development and commercialization of AI‐driven seismic interpretation technology, and since 2018, as a member of the technical advisory board of EV Private Equity, an independent growth equity firm. From 2017 to 2019, she also served as a member of the board of ENERGISTICS, an Industry Standards Body driving common data standards and open‐source technologies. From 2014 to 2020, Ms. Bachmann served as a non‐executive director of Magseis Fairfield ASA, now a subsidiary of TGS. She also serves as a board member or advisor of various industry‐related non‐profit organizations and was a member of the Board of Trustees for the Shell Switzerland Pension Fund from 2004 to 2019. She holds an MSc degree in geophysics from the ETH in Zuerich.
DirectorBorn 1959. Mr. Araujo has 40 years of experience in the energy and oil and gas industries. Since 2021, he has served as an independent director of Akastor ASA, an oil services investment company with a portfolio of industrial and financial holdings, which is listed on the Oslo Stock Exchange. Since 2021, he has also served as the Chairman of the Board of OceanPact Serviҫos Marítimos S.A., a Brazilian listed company providing maritime services and solutions focused on environment, underwater services, logistics support and engineering. From 2014 to 2020, Mr. Araujo served as Chief Executive Officer of Aker Solutions, a provider of integrated solutions, products and services to the global energy industry. From 2011 to 2014, he held the position as Regional President and Executive Vice‐President for Aker Solutions in Brazil, where he led a major turn‐around of the local operations. Prior to his tenure with Aker Solutions, he was CEO of Wellstream in Brazil (currently part of Baker Hughes GE), and held several senior positions within ABB, FMC Technologies, Vetco Gray and Technip Coflexip. Mr. Araujo serves as the Chairman of the Board (since 2021) of Principle Power, a privately held independent technology and services provider for the floating offshore wind industry, and as a board member (since 2021) of DBO Energy, a privately held Brazilian oil and gas company that plans to merge with Maha Energy in the first half of 2023. He also served as a non-executive director of Magseis Fairfield ASA from 2019 until TGS acquired a majority equity interest in Magseis Fairfield in 2022. Mr. Araujo received his MBA from the University of Edinburgh and his Bachelor of Engineering from Universidade Gama Filho.
DirectorBorn 1957. Mr. Nessim currently serves as the President and Chief Executive Officer of CloudStream Medical Imaging Inc., joining in January 2022. From 1995 to 2022, he served in various leadership roles with SLB, a global technology company focused on energy innovation. Most recently, from 2015 to 2022, he was the President of WesternGeco, an SLB company and one of the largest global geophysical companies, providing expertise, seismic data and digital capabilities to the oil and gas industry, including seismic data imaging services and acquisition technology. In addition to his corporate roles, Mr. Nessim served as the President of the Society of Exploration Geophysicists (SEG) during 2020 and 2021 and as the Chairman of the International Association of Geophysical Contractors (now known as the Energeo Alliance) in 2017 and 2018. He was educated as a quantum physicist, receiving his master’s degree in Nuclear Physics from Cairo University in 1981. Mr. Nessim is also the Founder and Chairman of the charitable foundation, Greener Cleaner Cooler Globe.
Director Share and Stock Options
TGS Directors' Holdings of Shares and Stock Options
Per 30 August 2023
|No. of Restricted Shares Received During 2023
|No. of Shares Held
|Grethe Kristin Moen
|Svein Harald Øygard
The constitution of the committees is described in the Report from the Board of Directors
The Audit Committee will endeavor to ensure the Company’s trust in the financial marketplace and by its shareholders, employees and external parties in respect of financial reporting and conduct.
Members: Irene Egset (Committee Chair), Svein Harald Øygard, and Luis Araujo
The Committee shall consist of three independent directors, of which at least one shall have an accounting or financial background.
The Committee shall review and/or act on the following items:
- Annual and quarterly financial reporting prior to Board meetings, with recommendation for approval of such financial reports, if applicable, to the Board;
- Financial information prior to public release to ensure that is complies with policy and Company reality;
- Annual review of the quality of financial reporting in the Company conducted in independent meetings with the external auditor;
- The external auditor’s work and consulting services, which will include, but not be limited to, the following actions by the Committee:
- Report to the Board regarding the interactions between the Committee and the auditor during the year;
- Discussion with the auditor the most significant risks in the Company's financial statements, treatment of these risks in the auditor's report, and how such risks may impact audit quality;
- Understanding and challenge of the auditor's strategy/plan and competence; and
- Request for reports on how the external auditor's firm ensures audit quality, competence of the external audit team and any findings in FSA/PCAOB inspections;
- Assessment of the external auditor's independence, including without limitation:
- Pre-Approval of any non-audit services to be provided by the auditor firm;
- Ensuring implementation of restrictions on non-audit services, including meeting any fee caps on non-audit services as stipulated by applicable law;
- Ensuring rotation of the external audit firm as mandated by applicable laws (Norway and EU: maximum of 10+10 years) from the date of appointment and no further participation in the audit of the Company within a period stipulated by applicable law (Norway and EU: at least two years); and
- Ensuring compliance with the Audit Committee Auditor Services Approval Guidelines.
- Annual review of the Company’s financial risk management system and authorizations, including assessment of internal control, with feedback from the auditor in this regard, and ongoing evaluation of changes implemented and results therefrom; and
- Conduct of a tender process in the event that the external audit firm is to be replaced (whether by mandated rotation or otherwise), which shall include the presentation to the Board of at least two candidates with a recommendation by the Committee of one of the candidates as external auditor, who, if approved by the Board, will be submitted to the vote of the shareholders.
The Committee will provide oversight on corporate governance issues and the Company’s compliance officer will report to the Committee in this regard.
The Committee shall report to the full Board and the Board shall decide upon proposals suggested by the Committee.
The Compensation Committee recommends policies and programs that govern the Company’s annual compensation and incentive award plans.
Members: Bettina Bachmann (Committee Chair), Grethe Kristin Moen, and Maurice Nessim
The Compensation Committee shall consist of three independent directors.
The Committee shall meet as necessary to review and/or act on the following items:
- Compensation for the chief executive officer, executive level officers of TGS;
- Appropriate performance targets, participation, and level of awards for incentive award plans;
- Administration of compensation plans and compensation for executives at specified salary grade levels (not included in a. above);
- Review compensation benchmarking with industry peers and philosophy for TGS compensation;
- The Company’s various retirement, pension and other benefit plans worldwide;
- Programs for attracting, retaining, and promoting executives and developing future senior management;
- Development of a process for Board evaluation of the chief executive officer and other corporate officers including clear linkage of executive officer compensation to achievement of performance targets.
The Compensation Committee shall report to the full Board and the Board shall decide upon proposals suggested by the Committee.