Annual Report 2011 - PGS

Corporate
Governance
Petroleum Geo-Services is committed to
maintaining high standards of corporate
governance. We believe that effective corporate
governance is essential to our Company’s
success and establishes the framework by
which we conduct ourselves in delivering
services to our customers and creating value
for our shareholders.
Petroleum Geo-Services ASA is registered in
Norway as a public limited liability company,
and our corporate governance model is
based on Norwegian corporate law and the
Norwegian Code of Practice for Corporate
Governance. To the extent practicable, PGS
adheres to requirements applicable to
registrants of foreign securities in the United
States, where our American Depositary Shares
(ADS) are publicly traded. We have also
implemented corporate governance guidelines
particularly suited to our Company and the
industry in which we operate.
The Norwegian Public Limited Companies
Act section 5-6 (4) requires that the Ordinary
General Meeting approves the statement
of Corporate Governance. This report will
therefore be presented to the General Meeting
on May 3, 2012.
Our corporate governance principles, which
have been adopted by our Board of Directors,
are summarized below. Our website provides
full versions of our basic corporate government
documents. These items include the Company’s
articles of association, corporate governance
policy, the Board of Directors’ Rules of
Procedure, and the charters for the Company’s
Audit Committee, Remuneration and Corporate
Governance Committee, and Nomination
Committee. The documents can be downloaded
from our website: www.pgs.com.
In accordance with the Norwegian Accounting
Act section 3-3b PGS is required to give a
statement of our corporate governance in
the Board of Directors report. In the Board of
Directors report we refer to this document.
Code of Conduct and Core Values
We have adopted a Code of Conduct that
reflects our commitment to our shareholders,
customers, and employees to carry out our
business with the utmost integrity. Our Code of
Conduct and Core Values are available in full on
our website: www.pgs.com.
Business
Our business purpose, as presented in the
Company’s Articles of Association, is as follows:
“The business of the Company is to provide
services to and participate and invest in energy
related businesses.”
Our business operations and the goals and
strategies for our business areas are presented
in greater detail on pages 16-37 of this annual
report.
Equity and Dividends
The Board continually monitors the adequacy
of the Company’s equity in light of its
objectives, strategy, and risk profile.
The Board of Directors has adopted a dividend
policy whereby it is the intention to distribute
between 25 percent to 50 percent of net income
as dividends.
The Board of Directors is authorized to buy
back up to 10 percent of the Company’s share
capital. The current such authorization expires
no later than June 30, 2012.
It has been an ongoing practice of PGS
shareholders to grant limited authorizations to
the Board of Directors permitting it to increase
the Company’s share capital and/or acquire the
Company’s shares (treasury shares) for certain
defined purposes. Separate General Meeting
votes are held for (a) authorizations related
to employee stock insentive programs and
(b) authorizations for other purposes. When a
proposed authorization encompasses share
capital increases and/or acquisition of treasury
shares for various purposes, the Company
does not find it practical to hold separate votes
on each proposed purpose. Authorizations are
time-limited; they expire at the next AGM.
Equal Treatment of Shareholders and
Transactions with Close Associates
PGS has a single share class where all shares
46 PGS Annual Report 2011