Dana Gas’ corporate governance structure is designed to ensure that the rights of all stakeholders in the company are respected.

The Board of Directors

The Board of Directors of Dana Gas is responsible for setting the Company’s strategy and business priorities, as well as guiding and overseeing managerial performance.

The Board comprises the Chairman, the Chief Executive Officer, one executive Director and fourteen non-executive Directors. One third of non-executive Directors are “Independent Directors” with no other personal, family or business links to Dana Gas.

The role of the non-executive directors is to contribute to the development of strategy; to scrutinise the performance of management; to ensure that financial information is accurate and that the financial controls and systems of internal control and risk management are robust and effective.

They are also responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and removing senior management, together with key position succession planning. The non-executive directors meet as a group at least once per year without the Chairman or the executive directors present. The Board of Dana Gas meets at least six times each year.

Board Committees & their Responsibilities

There are three Board Committees: the Board Steering Committee, the Audit & Compliance Committee and the Corporate Governance & Remuneration Committee.

The Board Steering Committee, chaired by the Chairman, oversees the executive management and follows up on issues delegated by the Board of Directors. To achieve this effectively, it receives regular management reports on key areas of the business.

The Audit & Compliance Committee, comprised of non-executive directors, assists the Board in carrying out its financial oversight functions. It reviews and approves the quarterly financial statements, oversees the financial reporting process, including internal control structures and procedures for financial reporting, monitors the integrity and appropriateness of the financial statements, reviews risk management and internal control processes, recommends the selection and remuneration of the external auditors, and recommends the structure and processes for internal audits.

The Corporate Governance & Remuneration Committee, the majority of whose members are independent directors, ensures the effectiveness of Board processes and assists in the appointment of key executives, It recommends appropriate Corporate Governance standards and guidelines, and monitors Board processes and performance to ensure compliance, it monitors the standards of nonfinancial disclosure and shareholder communications, reviews and make recommendations to the Board on remuneration principles, structures and practice applicable to the Directors and the Company, reviews and approves the Company’s succession plans, and ensures that the Company maintains appropriate investor relations.

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 or ideas of Dana Gas 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 share dealing. 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.

The Company will make full disclosure to shareholders of all material transactions with affiliates of the controlling shareholders, directors or management, all material shareholder agreements and all trading on Dana Gas shares by Directors and senior managers.