**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 preparatorybody 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 SeniorExecutives, to prepare matters for which the Board of Directors maintain responsibility anddecision making.
***Membership:***
The Committee shall consist of at least two members to be elected by the Board of Directors at itsfirst meeting following the annual shareholders’ meeting, each of whom shall serve at thediscretion of the Board of Directors. A Committee Chairperson will be designated by the Board ofDirectors.
If the Chairperson of the Board of Directors is not an elected member of the Committee, theChairperson shall be notified about and asked to take part in the meeting where the Committeereviews corporate and individual goals and objectives relevant to CEO Total Compensation, andevaluates the CEO’s performance relative to those goals and objectives, and makes a proposal forthe CEO’s Total Compensation level based on this evaluation.
All members of the Committee shall be “independent directors” in accordance with Norwegian law andapplicable provisions of the Securities Exchange Act of 1934 and the listing standards of the NewYork 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 supportsthe Board in the administration and exercise of the Board’s responsibility for supervisoryoversight:
 •  The Committee will make recommendations for Board of Directors approval of all aspectsof 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 CEOTotal Compensation, an evaluation of the CEO’s performance relative to those goalsand objectives, and a proposal for the CEO’s Total Compensation level based on thisevaluation.  ii.  In making a proposal for the long-term incentive component of CEO TotalCompensation, the Committee will consider the Company’s performance, relativeshareholder return, the value of long-term incentive compensation given to CEO’s atcomparable companies, and the awards given to the CEO in past years.
 •  The Committee will review and advise on proposals made by the CEO with regard to theTotal Compensation of Senior Executives of the Company.  •  When fulfilling its responsibilities under Items 1 and 2 (above), the Committee willconsider the Total Compensation of all levels of employees within the Company, in order toprovide an appropriate context for making decisions at the Senior Executive levels.      Revised December 10, 2004 Page 1 of 2
 

 

 •  The Committee will make recommendations to the Board with respect to incentivecompensation and equity-based incentive plans that require shareholder approval, and willact as a preparatory body for the Board of Directors in the management of the Company’sshareholder-approved award and options plan(s).  •  Other duties and responsibilities as may be assigned to the Committee, from time totime, by Board of Directors.  •  The Committee shall review and reassess the adequacy of this Charter annually andrecommend any proposed changes to the Board for approval. The Committee shall conduct anannual performance evaluation of its activities.
***Meetings:***
The Committee shall meet as often as it deems appropriate and necessary. The Committee will meetwhen called by the committee chairperson or by two members or when requested by the chairperson ofthe Board of Directors or the CEO. The committee chairperson and one member shall constitute aquorum.
***Reports to the Board of Directors:***
At least every quarter, the Remuneration Committee shall report to the Board. The Committee shallprepare and submit minutes from its meetings to the Board of Directors. Such minutes shall containrecommendations for Board action and decision when appropriate.
The chairperson of the Remuneration Committee shall ensure that the Board of Directors after everyRemuneration Committee meeting receives a report on the work of the Remuneration Committee and thatall matters before the Remuneration Committee requiring the decision of the Board of Directors isplaced on the agenda of the Board of Directors and that adequate documentation in support of thedecision is provided to the Board of Directors.
 Revised December 10, 2004 Page 2 of 2