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Governance
TheBoardof Directors is thehighest
governing bodywithinDolphinEnergy
and consists of ninememberswho are
appointed by the shareholders; 89% are
independent
1
, with theChief Executive
Officer (CEO) theonlymember of the
management team servingon theBoard.
TheBoard overseesDolphinEnergy’s
strategy, integrity, riskmanagement and
performance, andhas theauthority to
appoint the company’sCEO.
TheBoard normallymeets twicea year.
Thesemeetings include engagement with
representatives of the different business
units to discuss the company’s economic,
environment, and social performance,
aswell as any opportunities, risks and
compliance issues arising throughout the
year.
Thesemeetings serveas the
communication channel between theBoard
of Directors and shareholders aswell as
employees, viamanagement. TheBoard
also communicateswithmanagement and
employees through themeetings of the
Board committees and circulation of written
resolutions.
DolphinEnergy’sBoardhas established
committees that reviewand recommend
the best options for crucial company
decisions. These committees are:
•
Audit committee:Assists theBoard in
fulfilling their oversight responsibility
to the shareholders, andothers
relating to: (1) theCompany’s financial
statements and the financial reporting
process, (2) the systems of internal
accountingand financial controls,
(3) the internal audit function, (4) the
annual external audit of theCompany’s
financial statements and (5) the legal
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Non executive and drawn from the three shareholders and in thisway retain independence fromDolphinEnergy.
compliance includingall agreements
and theCodeof BusinessConduct as
established bymanagement and the
Board.
•
Finance committee: Oversees the
financial affairs of the company
and reviews andprovides relevant
recommendations to theBoard.
•
Production review committee:Advises
theBoard regarding the company’s
production and operational affairs.Also
discusses andevaluates any proposed
project anddetermines if it warrants
approval.
DolphinEnergy’sCodeof Business
Conduct (CBC), approvedby theBoardof
Directors, outlines policy and procedures
to helpensure that theBoardof Directors,
management and all Dolphinemployees
conduct business in a legal and ethical
manner and avoidany conflicts of interest.
In addition, all DolphinEnergy’s contracts
and agreements are required to contain
conflict of interest clauses and compliance
with theCBC is a condition of doing
businesswithDolphin.
The legal department of the company
has a role of ensuring compliancewith
laws, regulations and codeof conduct and
theGeneral Counsel is theCompliance
Officer. DolphinEnergy is also committed
to various reportingobligations under loan
covenantswith lenders and investors.
The performanceof theBoard of Directors
is evaluated at theannual shareholder
meeting (General Assembly). Members of
theBoard of Directors are compensated
on anannual basis, with theamount
determinedby the shareholders.
BoardMembers
HisHighnessSheikhHamdanBin
ZayedAl Nahayan (Chairman)
MohamedAl Bowardi (ViceChairman)
AhmedAl Sayegh (CEO –Dolphin
Energy)
Suhail Al Mazroui - (Mubadala)
MohammedAl Mazrouei (Mubadala)
GlennVangolen (Oxy)
Sandy Lowe (Oxy)
Jean-LucGuiziou (Total)
LadislasPaszkiewicz (Total)
