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                                                                    EXHIBIT 15.2

                           PETROLEUM GEO-SERVICES ASA

                         REMUNERATION COMMITTEE CHARTER


PURPOSE:

The Remuneration Committee (the "Committee") is appointed by the Board and shall
act as preparatory body in connection with the Board's supervisory role, with
respect to the Total Compensation (defined as compensation, benefits and
perquisites) of the Company's CEO and other Senior Executives, to prepare
matters for which the Board of Directors maintain responsibility and decision
making.

MEMBERSHIP:

The Committee shall consist of at least two members to be elected by the Board
of Directors at its first meeting following the annual shareholders' meeting. A
Committee Chairperson will be designated by the Board of Directors.

If the Chairperson of the Board of Directors is not an elected member of the
Committee, the Chairperson shall be notified about and asked to take part in the
meeting where the Committee reviews corporate and individual goals and
objectives relevant to CEO Total Compensation, and evaluates the CEO's
performance relative to those goals and objectives, and makes a proposal for the
CEO's Total Compensation level based on this evaluation.

All members of the Committee shall be "independent directors" in accordance with
Norwegian law and applicable provisions of the Securities Exchange Act of 1934
and the listing standards of the New York Stock Exchange. New Committee Members
will receive appropriate training and orientation.

RESPONSIBILITIES:

The following shall be the principal duties and responsibilities for which the
Committee supports the Board in the administration and exercise of the Board's
responsibility for supervisory oversight:

        -      The Committee will make recommendations for the Board of
               Directors approval, all aspects of Total Compensation for the CEO
               of the Company, including, but not limited to:

                    i.   A review of corporate and individual goals and
                         objectives relevant to CEO Total Compensation, an
                         evaluation of the CEO's performance relative to those
                         goals and objectives, and a proposal for the CEO's
                         Total Compensation level based on this evaluation.

                    ii.  In making a proposal for the long-term incentive
                         component of CEO Total Compensation, the Committee will
                         consider the Company's performance, relative
                         shareholder return, the value of long-term incentive
                         compensation given to CEO's at comparable companies,
                         and the awards given to the CEO in past years.


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        -      The Committee will review and advise on proposals made by the CEO
               with regard to the Total Compensation of Senior Executives of the
               Company.

        -      When fulfilling its responsibilities under Items 1 and 2 (above),
               the Committee will consider the Total Compensation of all levels
               of employees within the Company, in order to provide an
               appropriate context for making decisions at the Senior Executive
               levels.

        -      The Committee will make recommendations to the Board with respect
               to incentive compensation and equity-based incentive plans that
               require shareholder approval, and will act as a preparatory body
               for the Board of Directors in the management of the Company's
               shareholder-approved award and options plan(s).

        -      Other duties and responsibilities as may be assigned to the
               Committee, from time to time, by Board of Directors.

        -      The Committee shall produce an annual Remuneration Committee
               Report on Senior Executive compensation for inclusion in the
               Company's proxy statement in accordance with all applicable rules
               and regulations.

        -      Review the Committee Charter shall be reviewed at least annually
               and revised as appropriate. The Committee shall conduct an annual
               evaluation of Committee performance.

MEETINGS:

The Committee shall meet as often as it deems appropriate and necessary. The
Committee will meet when called by the committee chairperson or by two members
or when requested by the chairperson of the Board of Directors or the CEO. The
committee chairperson and one member shall constitute a quorum.

REPORTS TO THE BOARD OF DIRECTORS:

At least every quarter, the Remuneration Committee shall report to the Board.
The Committee shall prepare and submit minutes from its meetings to the Board of
Directors. Such minutes shall contain recommendations for Board action and
decision when appropriate.

The chairperson of the Remuneration Committee shall ensure that the Board of
Directors after every Remuneration Committee meeting receives a report on the
work of the Remuneration Committee and that all matters before the Remuneration
Committee requiring the decision of the Board of Directors is placed on the
agenda of the Board of Directors and that adequate documentation in support of
the decision is provided to the Board of Directors.