Sustainability E-Report 2015 English - page 25

Governance
Integrity
TheBoardof Directors is the highest governingbodywithinDolphin
Energy and consists of ninememberswho are appointedby the
shareholders; 89% are independent, with theChief ExecutiveOfficer
(CEO) the onlymember of themanagement team servingon the
Board. TheBoardoverseesDolphinEnergy’s strategy, integrity, risk
management andperformance andhas the authority to appoint the
company’sCEO.
TheBoard normallymeets twice a year. Thesemeetings include
engagement with representatives of thedifferent business units
todiscuss the company’s economic, environmental and social
performance, aswell as any opportunities, risks and compliance issues
arising throughout the year.
Agap analysis ongovernance frameworkswas conducted in 2010 in
order to amend charters, policies andmanagement systems.
The changeswill be finalized and implemented in 2011.
DolphinEnergy’sCode of BusinessConduct (CBC), which is approvedby
theBoardof Directors, outlines policy andprocedures to help ensure that
theBoardof Directors,management and all Dolphin employees conduct
business in a legal and ethical manner and avoid any conflicts of interest.
In addition, all of DolphinEnergy’s contracts and
agreements are required to contain conflict of interest
clauses and contractorsmust be in compliancewith
theCBC inorder to conduct businesswithDolphin.
Every year, each employee is asked to review theCBC
beforedeclaringhis/her compliancewith theCBC.
DolphinEnergy’s legal department ensures
compliancewith laws, regulations and code of
conduct. TheGeneral Counsel is theCompliance
Officer. DolphinEnergy is also committed to
various reportingobligations under loan covenants
with lenders and investors. No incidences of non-
compliance arose in 2010 across all corporate
functions, including financial fines or
non-financial sanctions.
BoardofDirectors
Members:
9
IndependentMembers:
89%
FemaleMembers:
0%
BoardCommittees:
4
AuditCommittee
FinanceCommittee
ProjectReviewCommittee
TenderCommittee
BoardMembers
Chairman
HHSheikhHamdanBinZayedAlNahayan
Ruler’sRepresentativeofWesternRegionof
AbuDhabi Emirate
ViceChairman
HEMohamedAhmedAlBowardi
SecretaryGeneral of theExecutiveCouncil
ofAbuDhabi Emirate
CEOofDolphinEnergy
AhmedAli Al Sayegh
DeputyCEO -wMubadalaOil andGas
Suhail AlMazroui
Advisor to theChairman -Mubadala
MohammedSaifAlMazrouei
SeniorVicePresident -MiddleEast
OxyOil andGas
GlennVangolen
President - InternationalProduction
OxyOil andGas
SandyLowe
PresidentTotalE&PU.A.E.
Jean-LucGuiziou
SeniorVicePresidentMiddleEast –Total
ArnaudBreuillac
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