Rights and Responsibilities of TGS' Governing Bodies

Key elements of the TGS culture include open and honest communication, a well-developed system of controls and policies, and a compliance program.

It is the opinion of the Board of Directors that TGS, in general, complies with the Norwegian Code of Practice of Corporate Governance, published 30 October 2014.

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. As a part of their compensation, the independent members of the Board have received restricted shares, which must be held for at least two years before being traded. There are no other limitations to the 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

Following the Annual General Meeting, held on 28 June 2024, the Board has the following shareholder authorization:

The Board is authorized to distribute quarterly dividends and make group contributions to entities within the Group (Norwegian: konsernbidrag) on the basis of the financial statements for 2023. The Board shall, when using the authorization in relation to distribution of quarterly dividends, pass its decision in accordance with the Company’s approved dividend policy. The authorization shall be valid until the Company's annual general meeting in 2025, but no later than 30 June 2025.

Following the Extraordinary General Meeting, held on 25 July 2024, the Board has the following shareholder authorizations:

Issuance a minimum of 10,000 and a maximum of 1,900,000 free-standing warrants, however subject to the requirement that the number of issued and outstanding free-standing warrants shall in no event exceed 10 percent of the registered number of shares in the Company. The share capital may be increased with a maximum of NOK 475,000. Valid until 25 July 2029.
The Board is authorized to acquire, on behalf of the Company, the Company's own shares up to 10% of the nominal value of Company's share capital, which pursuant to the current nominal value is up to NOK 4,906,832. The authorization is valid until the annual general meeting in 2025, but no later than 30 June 2025.
The Board is granted the authorization to increase the Company's share capital by up to NOK 4,906,832 through one or more issuances of new shares or bonus issues. The subscription price and other subscription terms will be determined by the Board. The authorization is valid until the annual general meeting in 2025, but no later than 30 June 2025.
The Board is granted the authorization to issue loans for a total amount of up to NOK 2,250,000,000 with the right to require shares to be issued (convertible loans). The share capital may be increased by up to NOK 4,906,832, provided that the combined number of shares that are issued pursuant to this authorization and the authorization in the item directly above shall not exceed 10% of the Company's current share capital. The authorization is valid until the annual general meeting in 2025, but no later than 30 June 2025.

Further information is available here: Minutes of the AGM 2024 and Minutes of the EGM 2024

The Board of Directors

The Board of Directors currently consists of seven 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. Independent Compensation and Audit Committees were established in 2003 in accordance with the proposed Norwegian standards for good corporate governance. A brief background description for each Board member is found in the Board of Directors section.

Board Committees

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

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

Nomination Committee

Glen Ole Rødland, Committee Chair
Ole Jakob Hundstad
Henry H. Hamilton III

The Nomination Committee is responsible for the nomination of directors to the Board and the remuneration payable to the directors. The committee consists of one chairman and up to three members, elected by and amongst the shareholders, who serve for a period of two years. At the Annual General Meeting held on 4 June 2014, shareholders approved the Guidelines for the Nomination Committee.

Compensation of Key Employees

TGS 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 do not participate in any bonus or profit-sharing plan.

Audit

Independent of the company’s management, the Audit Committee and the Board of Directors meet at least annually with the partner of the company’s external audit firm.