Board of Directors
Christopher Finlayson
Chairman
Christopher Finlayson
Chairman
Mr. Finlayson is a geologist and petroleum engineer by training, with 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 served as the Chief Executive Officer and Executive Director of BG Group plc from 2013 to 2014, after joining BG Group in 2010. During the period between 2014 and 2022, he served as Chairman of the Board of two listed exploration and production companies – InterOil Corporation (acquired in 2017) and Siccar Point Energy Ltd. (acquired in 2022). Mr. Finlayson currently serves on the board of the Abu Dhabi National Energy Company (TAQA), an international diversified utilities and energy company listed on the Abu Dhabi Securities Exchange. He is a Fellow of the Energy Institute. He was first elected as a Director of TGS in 2019 and as Chairperson in 2022.
Luis Araujo
Independent Director
Luis Araujo
Independent Director
Mr. Araujo has 40 years of experience in the energy and oil and gas industries, holding the positions as Chief Executive Officer of Aker Solutions from 2014 to 2021 and other senior level positions in Aker Solutions, Wellstream, ABB, FMC Technologies, Vetco Gray and Technip Coflexip throughout his career. He currently serves as the Chairman of the Board of OceanPact Serviҫos Marítimos S.A., CRC Evans and Principle Power and as a board member of Akastor ASA. 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 was first elected as a Director of TGS in 2023.Bettina Bachmann
Independent Director
Bettina Bachmann
Independent Director
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. She also serves as a non-executive board member of Geoteric and, until 2023, as a member of the technical advisory board of EV Private Equity. 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 is a founding member of Women-in-Tech Switzerland, an organization advocating for women’s empowerment in the STEM and technology industries. Ms. Bachmann was first elected as a Director of TGS in 2023.Trond Brandsrud
Independent Director
Trond Brandsrud
Independent Director
Mr. Brandsrud has over 40 years of financial experience, with 30 years in the oil and gas industry. Since 2019, he has been an advisor and consultant, as well as a non-executive board member for both listed and privately held companies. Prior to the merger of PGS with TGS, he served from 2019 as a member of the Board and Audit Committee of PGS. Since 2016, he has been a non-executive director and chair of the Audit and Risk Committee for AkerBP and since 2023, a non-executive director of Aker Horizons. Since 2019, he has also served as a non-executive director, chair of the Audit Committee and member of the Risk and Remuneration Committees of Lowell, a private equity backed pan-European credit management services company. He has also been the chair of Lowell Finans AS, also affiliated with Lowell, since 2021. He has served as a member of the Board of Waterise, a privately held global desalination company, since 2022. From 2018 to 2019, he was the Nordic Chief Executive Officer and member of the Group Executive Committee of the Lowell Group. From 2017 to 2018, he served as Chief Executive Officer of a group of businesses carved out from Intrum and Lindorff and ultimately sold to Lowell, and from 2016 to 2017, he served as the Group Chief Financial Officer of Lindorff. Mr. Brandsrud served as Chief Financial Officer of the Aker Group from 2010 to 2015 and Seadrill from 2007 to 2010. From 1983 to 2006, he held various senior level positions with Shell, including the role as European E&P Finance Director from 2003 to 2006. Mr. Brandsrud was first elected director of TGS in 2024.
Anne Grethe Dalane
Independent Director
Anne Grethe Dalane
Independent Director
Ms. Dalane has 40 years of business and finance experience, serving in various senior positions in both Yara International (from 2003 to 2023) and Hydro Norsk (from 1984 to 2003). During her tenure with Yara, she served as VP Finance Improvement Projects from 2018 to 2023 and other senior level financial, business and human resources roles prior thereto. At Hydro, she served as Head of Human Resources for Hydro Oil & Energy from 2001 to 2003, VP Strategy for Hydro Corporate from 2000 to 2001 and Chief Financial Officer of Hydro E&P from 2000 to 2006, as well as other financial roles for various Hydro companies from 1984 to 2000. Prior to PGS’ merger with TGS, Ms. Dalane served from 2013 as a member of the Board of PGS, most recently serving as Vice Chair and head of the Audit Committee. She also serves as a member (since 2023) of the Nomination Committee of Elkem ASA and as a member (since 2022) of the Board and Audit Committee of Arendal Fossekompani ASA. Since 2013, she has served as a member of the Board of BW LPG Ltd., and since 2017, as the Head of the Audit Committee. She also served as the Head of the Remuneration Committee for BW LPG from 2013 to 2017. Ms. Dalane was first elected director of TGS in 2024.
Maurice Nessim
Independent Director
Maurice Nessim
Independent Director
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. In addition to his corporate roles, Mr. Nessim has served as the President of the Society of Exploration Geophysicists (SEG) and as the Chairman of the International Association of Geophysical Contractors (now known as the Energeo Alliance). He was first elected as a Director of TGS in 2023.Svein Harald Øygard
Independent Director
Svein Harald Øygard
Independent 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 and Parliament, lastly as Deputy Minister of Finance. From the mid-1990s, Mr. Øygard held various prominent positions within McKinsey Company, including Global Knowledge Leader Oil & Gas from 2010 to 2014. In 2009, Mr. Øygard served as the Interim Central Bank Governor of the Icelandic Central Bank. From mid-2016, he was the co-founder and Chairman of DBO Energy, which divested assets into the 3R Petroleum initial public offering and subsequently merged with Maha Energy. He is also the co-founder of two private energy transition companies in Brazil and serves on the Board of several other privately held companies. Mr. Øygard serves as Chairman of the Board of Norwegian Air Shuttle ASA (since 2021) and as the Chairman of the Board of DOF Group ASA (since 2023). He is also a director of Maha Energy AB (since 2023). He was first elected as a Director of TGS in 2021.
Emeliana Rice-Oxley
Independent Director
Emeliana Rice-Oxley
Independent Director
Ms. Rice-Oxley is a global energy executive with 35 years’ experience in the oil and gas exploration. From 2016 to 2022, she served as Vice President, Exploration Upstream and before that as Vice President Exploration Malaysia and Senior General Manager Malaysia for Petronas. During her tenure with Petronas, she led the Petronas Leading Women Network and championed Petronas’ Diversity & Inclusion initiatives to bring more women into leadership. She started her career in 1986 with Shell, serving over 25 years, initially in various technical and team leader roles and subsequently as Manager Exploration Portfolio & Planning, Asia Pacific and Manager Hydrocarbon Maturation, US Onshore & Latin America. Ms. Rice-Oxley has received numerous awards, including the 2022 Distinguished Achievements Award from the Offshore Technology Conference Asia, 2020 Global Influencers 275 List from the Women’s Energy Council and 2019 Female Executive of the Year from the Asia Pacific Energy Assembly. Ms. Rice-Oxley currently serves as a member of the Board and Chairman of Sustainability Committee of Affin Bank Berhad (since 2023) and a member of the Board and the Nominating and Remuneration Committees for Hibiscus Petroleum Berhad (since 2022). Prior to PGS’ merger with TGS, she also served as a member of the Board and Audit Committee of PGS (from 2023). She also served as a Business Advisory Board member for the Heriot Watt University Malaysia (2021-2024). Ms. Rice-Oxley was first elected Director of TGS in 2024.
Director Share and Stock Options
TGS Directors' Holdings of Shares and Stock Options
As of November 27, 2024
No. of Restricted Shares Received During 2024 | No. of Shares Held | |
---|---|---|
Christopher Finlayson | 3,700 | 33,000 |
Luis Araujo | 2,000 | 3,650 |
Bettina Bachmann | 2,000 | 5,780 |
Trond Brandsrud | 2,000 | 9,511 |
Anne Grethe Dalane | 2,000 | 6,985 |
Maurice Nessim | 2,000 | 3,650 |
Svein Harald Øygard | 2,000 | 66,950 |
Emeliana Rice-Oxley | 2,000 | 2,000 |
Board Committees
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: Anne Grethe Dalane (Committee Chair), Luis Araujo, Svein Harald Øygard and Trond Brandsrud
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), Emeliana Rice-Oxley, Maurice Nessim and Luis Araujo
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.