Effective governance is essential. It establishes the framework by which we conduct ourselves in delivering services to our customers and value to our shareholders.
As the ultimate parent company in the PGS-group is a public limited company, registered in Norway, the PGS governance model is built on Norwegian corporate law and the Norwegian Code of Practice for Corporate Governance (the NUES Recommendations). PGS adheres to requirements applicable in countries where its shares are publicly traded, including applicable stock exchange listing standards, and otherwise implements corporate governance guidelines beneficial to its business.
The structure and responsibilities of PGS corporate governance organs are established in accordance with Norwegian corporate law.
It is through the general meeting of shareholders that the owners of PGS stock exercise ultimate authority in the company, electing the members of the Board of Directors and the Nomination Committee.
An annual meeting of shareholders (the Annual General Meeting or AGM) is normally held in April / May and notice of the meeting is generally given at least four weeks in advance to the shareholders or their depositary bank.
To vote at the meeting, in person or by proxy, a shareholder must be registered with the Norwegian Registry of Securities. Holders of American Depositary Shares (ADS) may vote in accordance with the shares underlying the ADSs by:
(a) having the underlying shares transferred to an account with the Norwegian Registry of Securities in the name of the holder,
(b) attending the meeting as a shareholder, providing their name and address, and a confirmation from Deutsche Bank, depositary for the ADS, to the effect that they are the beneficial owner of the underlying shares, or:
At the AGM, the shareholders approve the financial statements and any proposed dividend payment.
Further, the shareholders consider and vote on the appointment of the independent auditor, based on the proposal of the Audit Committee, and approve the auditor’s remuneration. The shareholders also consider and vote on the election of directors to the Board and fix the directors’ compensation, each based on proposals from the Nomination Committee.
Board of Directors
The Board of Directors is responsible for the administration, development, and supervision of PGS business activities.
The Board of Directors currently consists of five shareholder representatives and three members elected by employees of PGS companies registered in Norway. Neither the CEO nor any other member of the executive management is a director of the Board.
In accordance with Norwegian corporate law, the Board of Directors has overall responsibility for management of the Company, while the CEO is responsible for day-to-day management. The Board provides oversight of the CEO’s day-to-day management and the activities of the Company in general. It is also responsible for ensuring that appropriate steering and control systems are in place and are followed.
The Board of Directors has adopted internal rules of procedures that establish in more detail its role and responsibilities in relation to the management and supervision of the Company. These include:
- establishing the Directors' qualifications;
- requiring that a majority of the Board of Directors, the Remuneration and Corporate Governance Committee and the Audit Committee are "independent directors";
- holding an annual review and determination of the independence of each Director.
- giving Directors' access to the management of the Company and right to consult and retain independent legal and other advisors;
- giving Directors' an orientation program to familiarize new representatives with the Company, its management structure and operations, its industries, key legal, financial, and operational issues facing the Company, its compliance programs, its Code of Conduct, its internal and independent auditors, the structure and procedures of the Board, and the committees on which the Directors will serve;
- establishing policies and procedures for CEO selection and succession, and review of CEO performance with respect to established goals and objectives; and
- establishing an annual self-evaluation routine, that under the oversight of the Remuneration and Corporate Governance Committee, helps the Board determine whether the Board and its committees are functioning effectively.
Chief Executive Officer
The Board of Directors appoints the Chief Executive Officer (CEO).
The CEO is responsible for the day-to-day management of the Company’s activities and is subject to the guidelines and decisions issued by the Board of Directors.
In accordance with rules of procedure established by the Board of Directors, the CEO has appointed an executive management team and a disclosure committee to further assist in discharging the CEO’s responsibilities:
- Members of the Executive Management Team have a collective duty to promote PGS' strategic and financial objectives, as well as to safeguard the Company's assets, organization, and reputation.
- The Disclosure Committee, chaired by the CFO, considers the materiality of information, determines disclosure requirements, identifies disclosure issues and coordinates the development of an appropriate infrastructure to ensure that information required to be disclosed by PGS in the reports that it files or submits under applicable law, is accumulated and communicated to the management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
The Audit Committee and Remuneration and Corporate Governance Committee, assist the Board in carrying out its duties. The Nomination Committee recommends new directors. Under Norwegian law, the Board can establish committees to assist it in discharging its responsibilities. Decision-making authority remains with the Board of Directors.
The Audit Committee helps to oversee the integrity of the financial statements. It also reviews the qualifications and performance of both the independent and the internal audit functions; as well as compliance with legal and regulatory requirements. Its members satisfy the US Securities & Exchange Commission independence requirements.
The Remuneration and Corporate Governance Committee assists with matters relating to the compensation and benefits of the CEO and other Senior Executives and provides oversight of the corporate governance policies and procedures.
The Nomination Committee evaluates and recommends candidates for Directors as well as Director's remuneration.