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, one executive Director and fifteen non-executive Directors. Ten members of the non-executive Directors are “Independent Directors”.
The role of the Directors includes scrutinizing 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.
The Directors are also responsible for determining appropriate levels of remuneration of executive management 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 & Nominations Committee.
The Board Steering Committee
The Board Steering Committee is chaired by Dr. Tawfeeq Abdulrahman Almoayed and is composed of the following members:
- Dr. Adel Khalid Al-Sabeeh
- Mr. Ziad Abdulla Galadari
- Mr. Varouj Abraham Nerguizian
- Mr. Majid Hamid Jafar
- Mr. Rashid Saif Al-Jarwan
- The CEO
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 Audit and Compliance Committee
The Audit and Compliance Committee is chaired by Mr. Varouj Abraham Nerguizian and is composed of the following members:
- Mr. Nasser Mohamed Al-Nowais
- Mr. Abdulaziz Hamad Al-Jomaih
- Mr. Majid Hamid Jafar
- Mr. Salah Abdul Hadi Al-Qahtani
Most of the members of the Audit Committee come from a financial business or banking background and are very familiar with financial and audit operations.
The role of the Audit and 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 Ministerial Resolution No. 518-2009 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; and
- Recommendation relating to the Internal Audit Department’s organisation plus activities.
Corporate Governance, Remuneration & Nominations Committee
The Corporate Governance, Remuneration & Nominations Committee is chaired by Mr. Ziad Abdulla Galadari and is composed of the following members:
1. Mr. Hamid Dhiya Jafar
2. Mr. Abdullah Ali Al-Majdouie
3. Mr. Ahmed Mohamed Al-Midfa
4. Mr. Rashad Muhamad Al-Zubair
5. Mr. Said Youssef Arrata
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; and
- Handling and supervising nominations to the Board of Directors.
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.
The Company makes full disclosure of all material transactions with the controlling shareholders, directors or management, and their affiliates as well as all material shareholder agreements and all trading on Dana Gas shares by Directors and senior managers.