Board committees – Dana Gas

Board committees and responsibilities

The Board has three permanent committees, each having a written charter setting out the respective scope and responsibilities. These committees are:

Audit & Compliance Committee
Corporate Governance, Remuneration & Nominations Committee
Board Steering Committee

In addition, in the light of the importance of the quantification of the Company’s hydrocarbon resources the Board has appointed a Reserves Sub-Committee to the Board Steering Committee to provide it with specialist knowledge in this area.

The Board Steering Committee (BSC)

The role of the Board Steering Committee is to assist the Board in supervision and control of the activities of the Executive Management of the company, and to take decisions between the meetings of the Board in relation to certain matters including urgent matters relating to capital and operating expenditures, and new business opportunities. The Board Steering Committee is chaired by Mr. Rashid Saif S. Al-Jarwan and is composed of the following members:

Mr. Rashed Saif S. Al Jarwan Al Shamsi, (Chairman)
Mr. Abdul Majid Abdul Hamid D. Jafar, Board MD
H.E. Younis Al Khoori
Ms. Najla Ahmed Al-Midfa

The Audit & Compliance Committee (A&CC)

The Audit & Compliance Committee is chaired by Mr. Jassim Alseddiqi Alansaari and is composed of the following members:

H.E. Younis Al Khoori (Chairman)
Mr. Shaheen Mohamed Abdulaziz Rubayea Almheiri
Mr. Omar Al Mulla
Mr. Mohamed Al Hashimi
Mr. Mohammed Khalil Foulathi

Most of the members of the Audit & Compliance Committee come from a financial business or banking background and are very familiar with financial and audit operations.

The role of the Audit & Compliance Committee is to assist the Board of Directors in performing its function of supervision over the finances of the company and ensuring compliance with applicable regulations. The committee exercises the functions prescribed by the Governance Guide for Public Joint Stock Companies Attached to SCA Board Chairman`s Decision No . 3 of 2020 as amended including:

Reviewing the quarterly financial statements
Supervising the preparation and compiling of the company’s financial statements, and the procedure for preparation of financial reports
Ensuring the soundness and correctness of the company’s financial statements
Review of risk management and internal control procedures
Recommendation of the fees of the company’s external auditors
Recommendation relating to the Internal Audit Department’s organisation plus activities

Corporate Governance, Remuneration & Nominations Committee (CGR&NC)

The Corporate Governance, Remuneration & Nominations Committee is chaired by Mr. Varoujan A. Nerguizian and is composed of the following members:

Ms. Najla Ahmed Al-Midfa (Chairman)
Mr. Abdul Majid Abdul Hamid D. Jafar
Mr. Ziad Abdulla Ibrahim Galadari
H.E. Younis Al Khoori
Mr. Ahmed Abdulhamid Alahmadi

The majority of the members of the Committee including its Chair is independent and is possessed of considerable knowledge and expertise in corporate governance, remuneration and salaries and benefits policies.

The Committee ensures the effectiveness of the procedures and processes of the General Assembly and the Board of Directors and assists the Board in relation to the appointment of senior executives, appraisal of executive performance, succession plans, remuneration policies and nominations to the Board of Directors membership. The Committee exercises the following functions:

Establishing remuneration, salary, benefits and incentives policies
Developing human resources policies
Recommending corporate governance standards and guidelines
Reviewing directors’ remuneration and making appropriate recommendations to the Board
Review and approval of senior employees’ succession plans
Ensuring and maintaining good relationships with shareholders, investors and regulators
Handling and supervising nominations to the Board of Directors

Reserves Sub-Committee

The Reserves Sub-Committee is chaired by Mr. Hani Abdulaziz Hussain Al Terkait and is composed of the following members:

Mr. Rashed Saif S. Al Jarwan Al Shamsi (Chairman)
Mr. Ziad Abdulla Ibrahim Galadari
Mr. Omar Al Mulla
Mr. Mohamed Al Hashimi
Mr. Mohammed Khalil Foulathi

The role of the Reserves Sub-Committee is to review and approve reserve reports. The Committee exercises the following functions:

Ensure that the Company is properly assessing and reporting the reserves that result from exploration and development operations
Ensure that the reserve estimate updates are timely, professionally accurate and compliant with international standards
Contract with an independent engineering and reserve auditing firm (currently Gaffney, Cline and Associates) to do annual updates
Meet annually to review the changes to oil and gas reserves with the Company’s technical management and the independent engineers

Protecting minority shareholder rights

All Directors of Dana Gas are shareholders in the Company, although the level of shareholding varies widely. Determined to treat all shareholders equally, the Board of Dana Gas constantly reviews current arrangements and any potential future arrangements with any companies connected to any Board member, or their families, to ensure that this is the case.

Directors must maintain strict confidentiality of any information, discoveries, intellectual property and commercial secrets of the Company which have been acquired as a result of being a Director. They must also ensure that their actions conform to the regulations of the Abu Dhabi Securities Exchange (ADX) with regard to dealing in the securities of the Company. Directors provide on an annual basis, a disclosure document covering the issues listed. A directory of Board members’ interests, as disclosed, is maintained and continually updated by the Corporate Secretary.