The Board of Directors of Dana consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of Dana for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken throughout the year ended 31 December 2022.
Engagement with all of our stakeholders is an important priority for Dana. We aim to work collaboratively with our people, both our Joint Venture (JV) and supply chain partners, governmental and regulatory authorities, lending banks and the wider communities in which we operate. During 2022 we liaised closely with our JV partners on a variety of projects and development projects including Tolmount, Tolmount East and Captain in the UK and Robin Hood in Denmark.
Dana engages with its owner the Korea National Oil Corporation regularly on both a formal and working level basis. Much of this engagement takes place via informal discussion and dialogue with KNOC secondees based in all three offices and more formally using our Performance Review system. The Dana Board of Directors, that includes local senior management and executives from KNOC, also considers issues and approvals on a formal basis.
Dana recognises the importance of good corporate governance and maintaining the highest ethical standards in all our activities.
Good corporate governance is not just about legal and regulatory compliance – it’s about putting transparency, accountability, fairness and honesty at the heart of our business.
As a company we are also committed to playing our role in supporting Energy Transition and a lower carbon future.
The Board of Directors of Dana consists of a mix of Non-Executive Directors (appointed by the shareholder), Executive Directors and an Independent Non-Executive Director.
In accordance with the company’s Articles of Association, two formal sub-committees have been formed;
The Audit Committee is also supported by an Ethics & Compliance sub-committee which meets quarterly with an annual report to the Audit Committee.
The Executive Committee (ExCo) acts as the primary link to the Dana Board. ExCo is the leadership team appointed by the Dana Board to manage the Dana Group across the UK, Netherlands, Egypt and Denmark. It meets weekly with additional sessions as required to deal with issues of the day.
Directors Duties training continued as required during 2022 to all Directors and various Senior Managers to reinforce Dana’s commitment from the top of the Group to governance and also the importance of active stakeholder management.
To allow Dana to run efficiently the Board have delegated certain financial and non-financial authority to the Dana Chief Executive Officer (CEO) via the DOA. The CEO DOA is cascaded down within the Dana Group.
The DOA is reviewed and updated as required on a regular basis and applied consistently across the Dana Group.
The DOA does not take precedence over applicable laws and the Dana Directors continue to owe duties of care in accordance with the respective company law and the relevant Articles of Association in the UK, Netherlands (including Works Council), Denmark and Egypt. Decisions or commitments beyond the scope of the DOA require Board approval (subject to the CEO power to approve emergency or urgent items).
During 2022, the Board approved over 60 individual items including approval of Business Plans, appointment of new Directors, approval of new credit facilities, distributions to our shareholder to the value of $320M, the execution of an agreement to divest The Netherlands and Denmark business, the K2 and Earn exploration wells and the farm-in to three UKCS exploration licenses.
Our employees and contractors are vital to our success and our relationship with them is shaped by our values.
During 2022 Dana completed a review of the benefits and provisions on offer through a Financial, Emotional and Physical Wellbeing lens. In addition to the already comprehensive range of benefits in 2022 a number of new offerings were introduced.
Our employees and contractors are vital to our success and our relationship with them is shaped by our values.
Financial Wellbeing
2022 saw employees facing increased inflationary pressures and a cost of living crisis. In order to support our employees a one-off payment in December 2022 was made to all UK staff to alleviate some of these pressures.
In addition, a review was undertaken of the Dana pension provision and as a result a pension governance committee was formed, an additional matching contribution of up to 5% was introduced in November 2022. The company also organised a number of pension awareness sessions and pension apps were put in place.
Through our Employee Benefit brokers individuals now have access to a number of online tools including a Financial MOT, pension awareness sessions and one to one pre-retirement discussions.
Emotional Wellbeing
Dana introduced a hybrid working model in the UK that allows onshore employees and contractors to work a 60/40 office/home split. This was primarily established in response to the changing work dynamic created by the restrictions imposed during COVID lockdowns.
A Care Concierge benefit was introduced giving employees access to support in navigating end of life care.
Physical Wellbeing
A health check for all staff was introduced through BUPA providing staff with a MOT of their health and the options of follow up sessions to track progress against health and fitness goals. Sports Membership benefit was also introduced to all UK staff enabling the reimbursement of qualifying fees up to a fixed value.
It is important that our workforce is engaged not only in driving operational performance but also our health, safety and environmental performance. The Directors play an important role in this process and communicate with the workforce on a regular basis via both written, digital and face-to-face channels.
Dana aims to provide an environment where our people have easy access to the information they need in order to do an excellent job, collaborate effectively, identify business improvements and shape their own development.
We do this by holding regular staff meetings, conducting surveys, sending regular email communications and providing a purpose-built ‘state of the art’ intranet to keep everyone informed about the company’s operational performance as well as its priorities and longer-term strategy.
Dana must have a strong working relationship with the governmental and regulatory authorities in all of our operating jurisdictions. The company aims to maintain a constructive and cooperative relationship with all the bodies that regulate our business and its processes.
We have regular contact at a working level for day-to-day operational activities including the Health and Safety Executive and North Sea Transition Authority (NSTA) in the UK, Energie Beheer Nederland (EBN) in the Netherlands, the Egyptian General Petroleum Company (EGPC) and South Valley Egyptian Petroleum Holding Company (GANOUPE) and the Danish Energy Agency. Dana’s senior management also attends meetings on matters of mutual interest including current and future projects, investment programmes and decommissioning as well as environmental issues.
North Sea Transition Authority (NSTA)
The NSTA Strategy (“Strategy”) is clear that operators and licensees operating in the UK Continental Shelf (UKCS) should develop good Environmental, Social and Governance (“ESG”) practices in their plans and daily operations.
Furthermore, the Strategy has introduced a new Governance supporting obligation which states that licensees of an offshore license must apply good and proper governance at all times, including complying with any governance principles and practices as the NSTA may from time to time direct.
In doing so, they will also meet investor requirements, as vital climate-related information will be included alongside other key metrics in oil and gas operators and licensees’ financial reports.
Dana is committed to supporting the NSTA to actively promote the importance of ESG for investors, supporting clarity in disclosure and reporting, and working with industry in the development of exemplar practices.
Collaborative working with JV partners and our supply chain is vital in achieving success. In recent years, Dana has sent its managers on collaboration training and made significant efforts to improve its performance in this area.
At the working-level, we hold operating and technical committee meetings in order to create open dialogue with our partners. These relationships are further enhanced by regular senior management meetings.
As an Operator we aim to involve our partners on a close working basis. Our primary objective is the safe and reliable operation of our shared assets to deliver value.
Dana recognises the importance of managing supply chain activities to enhance safe efficient operations and deliver business critical projects. We have adopted a partnership model working with suppliers in long-term relationships that creates mutual advantage.
The company is an active member of Offshore Energies UK (OEUK), taking part in senior and working-level committees and meetings, responding to industry consultations and providing feedback and support as a
responsible operator. Dana was awarded a Supply Chain Principles Gold Award by OEUK’s Working as One survey, which identified the company as a leading performer ranking highly amongst peer organisations and strongly aligning with our Supply Chain Principles. The company is also a member of the East of England Energy Group (EEEGR) and the Netherlands Oil and Gas Exploration and Production Association (NOGEPA).
At Dana we recognise that oil and natural gas continues to play critical roles in today’s energy and economic systems, and that affordable, reliable supplies of liquids and gases (of different types) are necessary parts of a vision of the future and a transition to sustainable energy sources. We acknowledge that the company has a role to play in the energy transition. Dana is committed to building environmental sustainability, social responsibility and effective corporate governance into all aspects of our business.
Our Environmental, Social and Governance (ESG) position reflects our commitment to improving how our business decisions and policies address opportunities for sustainability. We expect this policy statement to be upheld by all employees, including executives, and others who work on behalf of Dana.
Environment
We see environmental sustainability as an ethical and commercial imperative. Managing our carbon footprint is aligned with the strategic requirement to operate efficiently, supporting the global drive to achieving a low carbon economy.
Social
Dana aims to foster an environment that values and nurtures each of our employees’ unique talents within a culture of inclusivity. We are committed to cultivating and empowering change by building a workplace where all talents can thrive. We seek to make a positive impact in the communities we work within and continue to support local charitable activity.
Governance
We hold ourselves to high ethical standards and operate in full compliance with all the relevant legislation affecting our business
It is important to Dana that the company engages with the local communities in which we are based. We encourage our staff and contractors to contribute and participate in charitable and community events. The company supported AberNecessities in Aberdeen throughout 2022 with various fund-raising activities. We also continued our relationship with Mental Health Aberdeen and match funded several individuals in support of their own charitable activity.
Signed on behalf of the Board:
Ewan Wildgoose
Director
July 2023
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