Board of Directors
TGS’ Elected Members

Christopher Finlayson
Chairman
Christopher Finlayson
Chairman
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.

Mark Leonard
Director
Mark Leonard
Director
Mr. Leonard is currently the President of Leonard Exploration, Inc. He retired in 2007 from Shell Oil Company after 28 years of service. During his tenure at Shell, Mr. Leonard held a number of executive positions including Director of New Business Development in Russia/CIS, Director of Shell Deepwater Services, Director of Shell E&P International Ventures and Chief Geophysicist for Gulf of Mexico. Mr. Leonard serves on the board of a privately held company and various nonprofit boards. He was first elected as a Director of TGS in 2009.

Irene Egset
Director
Irene Egset
Director
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 from 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
Director
Grethe Kristin Moen
Director
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
Director
Svein Harald Øygard
Director
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 various prominent positions within McKinsey Company, with a focus on the global oil and gas industry. In 2009, Mr. Øygard served as the Interim Central Bank Governor of the Icelandic Central Bank. From 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, which is listed on the Oslo Stock Exchange. He was first elected as a Director of TGS in 2021.
Director Share and Stock Options
TGS Directors' Holdings of Shares and Stock Options
Per 31 December 2020
Balance Held Options | Balance Held Shares | |
---|---|---|
Mark Leonard | - | 22,750 |
Irene Egset | - | 6,600 |
Christopher Finlayson | - | 6,600 |
Svein Harald Øygard | - | 3,300 |
Grethe Kristin Moen | - | 3,300 |
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 Chris Finlayson
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 is responsible for recommending policies and programs that govern the Company’s annual compensation and incentive award plans.
Members: Mark Leonard (Committee Chair) and Grethe Kristin Moen
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.