GoodGovernance
DolphinEnergy’s highest
governingbody is theBoard
of Directors, consistingof
ninemembers appointed
by shareholders. 89%of
theboard is independent
from the company, the sole
exceptionbeing theChief
ExecutiveOfficer (CEO).
TheBoard’s task is to
overseeDolphinEnergy’s
executionof the company’s
strategy, and to ensure that
the company operateswith
integrity. TheBoard alsohas
the authority to appoint the
company’sCEO.
TheBoard normallymeets
twiceper year, andDirectors
are compensatedwith a
standard annual fee. The
Board’s primary focus is the
company’s riskmanagement
andoverall performance
(consistingof the company’s
economic, environmental,
and social performance);
efforts in this regard include
a reviewof all opportunities,
risks, and compliance issues
arising throughout the year.
Furthering thecompany’s
commitment toan
“open-door policy,”
DolphinEnergyhas
createdmechanisms to
allowall employeesand
shareholders toprovide
recommendations to the
Board. Inaddition to the
Board representationgranted
toallmajor shareholders, a
Project ReviewCommittee
(PRC)madeupof non-board
membershasbeencreated to
allowall of DolphinEnergy’s
shareholders toprovidedirect
recommendations to the
Board. Furthermore,General
Manager’s (GM)Meetings
areheld inbothQatar and
theUAE, atwhichemployees
canpresent questionsand
suggestionsdirectly to their
respectiveGMs.Questions
and suggestionsmayalsobe
communicatedduringCEO
Staffmeetingswhicharealso
held regularly.
In2011, DolphinEnergy’s
CorporateGovernance
Manual, includingall related
policies,wasupdated.
Additionally, the Internal Audit
Division (IAD) completed
thecreationof aDelegation
of AuthorityPolicy,which
outlinedauthorities’ assigned
tomajor financial andnon-
financial transactions in the
company’s keybusiness
areas. The IADalsoprovided
EnterpriseRiskManagement
(ERM) training to the
ExecutiveManagement Team.
Management & Integrity
DolphinEnergy’sCode of
BusinessConduct (CBC)
outlines policies and
procedures intended to
ensure that the company
conducts itself in a legal
and ethical manner and
avoids conflicts of interest.
TheCBC is approvedby
theBoardof Directors, and
each employee is required
to review theCBCprior to
declaring annually his or her
compliancewith it.
One feature of theCBC
is awhistle-blowingpolicy,
which encourages
employees todisclose any
malpractice ormisconduct
without fear of reprisal.
Pursuant to this goal, Dolphin
Energy also hosts an Integrity
Helpline, where ethical or
compliance related concerns
canbe raised anonymously.
In2011, theHelpline received
no concerns, but served to
answer a few inquiries. An
e-mail account has alsobeen
established to
receive inquiries.
DolphinEnergy’s legal
department ensures
compliancewith laws,
regulations, and the
DolphinEnergy code of
business conduct. The
General Counsel acts as
theComplianceOfficer.
DolphinEnergy is also
committed to various
reportingobligations
under loan covenants
with lenders and investors.
