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: See the Board of Directors Report in the 2006 Annual Report. 

As of June 6, 2007 the Board has the following shareholder authorizations:

• To issue a minimum of 20,000 and maximum 900,000 free-standing warrants securing same number of stock options for key employees
• To issue up to 10,570,380 new shares in the company (expires on June 6, 2008).
• To buy back Company’s own shares for an aggregate face value of NOK 15,000,000 provided that the face value of own shares shall at no time exceed 10% of the Company’s share capital  (expires on June 6, 2008).

For further information on these shareholder authorizations, please refer to Minutes from Ordinary General Meeting.  

The Board of Directors

The Board of Directors currently consists of 6 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. The CEO is also a Director of the Board, and as a result independent Compensation and Audit committees were established in 2003 in accordance with the proposed Norwegian standards for good Corporate Governance. All the Directors are shareholders of TGS-NOPEC. A brief background description for each board member is found in the Board of Directors section.  

Board Committees

The board members have formed in the following committees. Click on specific committee to view the committee’s charter.

• Audit Committee
• Corporate Governance Committee
• Nomination Committee
• Compensation Committee

The constitution of the committees is described in the Report from the Board of Directors.   

Compensation of Key Employees

TGS-NOPEC 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, apart from the CEO, do not participate in any bonus or profit-sharing plan.  

Audit

Independent of the Company’s management, the Audit Committee meets annually with the Partner of the Company’s external audit firm.