Audit Committee 

Members: Arne K. Maeland (Committee Chair), Colette Lewiner and Kathleen Arthur
The Audit Committee will endeavor to ensure the Company’s trust in the financial market place and by its shareholders, employees and external parties in respect of financial reporting and conduct.

1. The Committee shall consist of three independent directors of which at least one shall have accounting or financial background.
2. The Committee shall review and/or act on the following items:
   1. Annual and quarterly financial reporting prior to board meetings;
   2. Financial information prior to public release to ensure that is complies with policy and Company reality;
   3. The external auditor’s work and consulting services and ensure their independence;
   4. Annual review of the quality of financial reporting in the Company conducted in independent meetings with the external auditors;
   5. The nomination of the external auditor, who will be elected by the shareholders (the external auditor shall normally serve a maximum of five years of continued service);
   6. Annual review of the Company’s risk management system and authorizations.
3. The Committee shall report to the full Board and the Board shall decide upon proposals suggested by the Committee.

 

Corporate Governance Committee 

Members: Elisabeth Harstad (Committee Chair), Colette Lewiner and Arne K. Maeland
The Corporate Governance Committee is responsible for the Company’s management and control systems, ensuring the interests of shareholders, employees and external parties.

1. The Committee shall consist of three independent directors.
2. The Committee shall review and/or act on the following items:
   1. Corporate governance issues not otherwise dealt with by the Audit and Compensation Committees
   2. Issues raised by the Chairman, the Board of Directors, or by the Committee itself;
   3. Ensure that Corporate Governance in TGS-NOPEC is in accordance with Norwegian regulations for public companies.
3. The Committee shall report to the full Board and the Board shall decide.

 

Nomination Committee 

Members: Nils B. Gulnes (Committee Chair), Jarl Ulvin and Tor Himberg Larsen

The Nomination Committee is responsible for the nomination of directors to the board and the remuneration payable to the directors.

1. The Committee shall consist of one chairman and two members elected by and amongst the shareholders. These shall serve for a period of 2 years.

 

Compensation Committee 

Members: Kathleen Arthur (Committee Chair), Colette Lewiner and Elisabeth Harstad
The Compensation Committee is responsible for recommending policies and programs that govern the Company’s annual compensation and incentive award plans.

1. The Compensation Committee shall consist of three independent directors.
2. The Committee shall meet at least two times each year to review and/or act on the following items:
         a.    Compensation for the chief executive officer, executive level officers or TGS-NOPEC and 
                its subsidiaries, and inside directors; 
         b.    Appropriate performance targets, participation and level of awards for incentive award
                plans;
         c.    Administration of compensation plans and compensation for executives at specified salary
                grade levels (not included in a. above);
         d.    Appropriate compensation for outside directors;
         e.    The Company’s various retirement, pension and other benefit plans; 
         f.     Programs for attracting, retaining, and promoting executives and developing future senior 
                management;
         g.    Development of a process for Board evaluation of the chief executive officer and other
                corporate officers.
3. The Compensation Committee shall report to the full Board and the Board shall decide upon proposals suggested by the Committee.