Board committees and responsibilities
The Board has established three permanent committees, each operating under it’s own terms of reference setting out the respective scope and responsibilities:
- Audit & Compliance Committee
- Corporate Governance, Remuneration & Nominations Committee
- Board Steering Committee
Recognizing the strategic importance of accurately quantifying the Company’s hydrocarbon resources, the Board has constituted a Reserves Sub-Committee under the Board Steering Committee to provide specialist expertise in this area.
The Board Steering Committee (BSC)
The role of the Board Steering Committee is to support the Board by reviewing and recommending strategies, business plans, budgets, and investment opportunities; proposing annual performance targets and developing corporate scorecards; monitoring progress against those scorecards and advising on adjustments to strategic objectives; evaluating new business development initiatives; considering reports from the Reserves Sub‑Committee, including reserves assessments, engineering reviews, and audit results; and overseeing the Company’s risk management framework to ensure effective governance and continuity between Board meetings.
The Committee is chaired by Mr. Rashid Saif S. Al-Jarwan Al Shamsi and comprises of the following members:
- Mr. Rashed Saif S. Al Jarwan Al Shamsi, (Chairman)
- Mr. Abdul Majid Abdul Hamid D. Jafar, Board MD
- Mr. Younis Al Khoori
- H.E. Najla Ahmed Al-Midfa
For full details please click on the Committee terms of reference.
The Audit & Compliance Committee (A&CC)
The role of the Audit & Compliance Committee is to oversee the organisation’s financial reporting, internal controls, audit processes, risk management framework, and compliance with applicable laws and regulations. The operation of the Committee will adhere to the highest standards of corporate governance to protect shareholder interests and enhance the integrity of financial and non-financial disclosures.
The Committee is chaired by Mr. Younis Al Khoori and comprises of the following members:
- Mr. 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.
Click here to view the Committee’s Terms of Reference.
Corporate Governance, Remuneration & Nominations Committee (CGR&NC)
The role of the Corporate Governance, Remuneration & Nominations Committee is to oversee corporate governance, remuneration of the Board and senior management and the nomination, appointment, and succession planning for the board of directors and senior management positions in alignment with the Company’s strategy, diversity objectives, and regulatory requirements under the Corporate Governance Guidelines.
The Committee is chaired by H.E. Najla Ahmed Al-Midfa and is composed of the following members:
- H.E. Najla Ahmed Al-Midfa (Chairperson)
- Mr. Abdul Majid Abdul Hamid D. Jafar
- Mr. Ziad Abdulla Ibrahim Galadari
- Mr. 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.
Click here to view the Committee’s Terms of Reference.
Reserves Sub-Committee
The Reserves Sub-Committee is tasked with reviewing and approving Company Reserves reports. The Sub-Committee is chaired by Mr. Rashed Saif S. Al Jarwan Al Shamsi and comprises 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
Click here to view the Committee’s Terms of Reference.
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.