Election and composition of the Board of Directors
The General Meeting elects the shareholder-elected representatives to the Board of Directors. The Nominating Committee prepares the nominations for shareholder-elected board members prior to the election. Importance is attached to the combined Board of Directors having expertise in the work of boards and the company’s principal operations, in addition to possessing the necessary independence in relation to the company’s day-to-day management and the company’s principal shareholders. Resolutions concerning the composition of the Board of Directors are made on the basis of a simple majority.
The Board of Directors elects its own chairman and deputy chairman. This deviates from the Norwegian Code of Practice for Corporate Governance, which states that the Board Chairman should be elected by the General Meeting. Three new board members were elected by the shareholders at the General Meeting in 2008. Three board members were elected by and from among the employees in 2007. Shareholder-elected board member Turid Grotmoll resigned from her board position in 2008.
The shareholder-elected board members are then: Ib Kunøe (Board Chairman), Cathrine Foss Stene, Kristine M. Madsen, Sven Madsen and Sigrun Hjelmquist. Ib Kunøe is associated with Consolidated Holdings A/S and System Integration ApS, both of which are among the company’s largest shareholders. Sven Madsen is financial director in Consolidated Holdings A/S.
The other board members are independent in relation to the company’s largest shareholders and the company’s management. The board members are elected for a term of two years and may stand for re-election.
Independence of the Board of Directors
The Board of Directors considers itself to be independent of the Group’s administrative management. Importance is attached to there not being any conflicts of interest between the shareholders, Board of Directors, corporate management and the company’s other stakeholders.
Remuneration of the Board of Directors
The General Meeting determines the annual remuneration to the Board of Directors.
This remuneration shall reflect the Board of Directors’ responsibility, expertise, and time spent, and it is not dependent on results. The full annual remuneration is:
- NOK 300 000 to the Chairman of the Board
- NOK 150 000 to each shareholder-elected Board Member
- NOK 100 000 to each Board Member elected by the employees.
For a detailed account of the remuneration paid to board members and their shareholdings in the company, see Notes 12 and 19, respectively, to the annual accounts.
Work of the Board of Directors
The Board of Directors has primary responsibility for management of the Group. The Board of Directors shall ensure proper organisation of the business operations, draw up plans/strategies and budgets, keep itself informed of the company’s financial position and ensure that the operations, accounting and asset management are subjected to proper scrutiny. The function of the Board of Directors is primarily to safeguard the interests of all the shareholders; however, the Board of Directors also bears responsibility for the company’s other stakeholders.
The guidelines for the work of the Board of Directors are set forth in separate rules of procedure. The rules of procedure contain, for example, provisions relating to board meeting notices, the Board of Directors’ administrative procedures, division of work between the Board of Directors and the President and CEO, the Board of Directors’ obligations and authority, impartiality requirements, confidentiality requirements, and the handling of insider information.
Internal control
To ensure that the company’s operations are carried out in accordance with the current legislation and framework determined by the Board of Directors, guidelines have been adopted to ensure good internal control. These guidelines include routines for financial and economic reporting, communication and information management, authorisation, risk management, and ethics. The guidelines are followed up by regular reviews with the management of the Group’s companies. The Company has as from 2009, an audit committee. Members of the audit committee are for the time being Sven Madsen and attorney Kristine Madsen. The responsibilities of the audit committee are amongst other things; (i) prepare the board’s quality assurance of the financial reporting, (ii) monitor the company’s internal control and the company’s risk evaluation systems, (iii) have continuous contact with the company’s auditor regarding audit of the annual accounts and the group accounts, (iv) review together with the company’s auditor and monitor the auditor’s independence, hereunder other services than auditing that has been delivered by the auditor and (v) provide its recommendations to the company’s board with respect to election of auditor.
Notice and structure of meetings
The Board of Directors schedules fixed meetings every year. Normally six to eight meetings are held annually. Additional meetings are called as required. A total of 6 meetings were held in 2008.
Board members regularly receive information on the company’s operational and financial performance, including monthly operating reports. The company’s business plan, strategy, and risk are subjected to review and evaluation by the Board of Directors. The board members are free to consult the company’s management if they feel a need to do so. The Board of Directors’ discussions and minutes of meetings are confidential, unless the Board of Directors determines otherwise, or if there is clearly no need for such treatment. In addition to the board members, the President and CEO, Chief Financial Officer and the company secretary participate in the meetings. Other participants are invited as required.
All matters of significant importance shall be submitted to the Board of Directors. This applies, for example, to approval of the annual and quarterly reports, strategy and strategic plans, acquisition and sale of businesses, and investments. Any guarantees or contracts beyond the limits defined in the authority granted by the Board of Directors to the President and CEO shall be approved by the Board of Directors.
Use of Board committees
The Group shall have a Nominating Com
mittee pursuant to the Articles of Association. The Board of Directors has evaluated whether additional Board Committees should be established. In the opinion of the Board of Directors there is no need to establish Board Committees, other than the company’s audit committee.
Insider trading
The Board of Directors has adopted instruc
tions for Atea ASA’s primary insiders, which regulate trading in financial instruments and include provisions relating to the prohibition of trading, investigation and reporting requirements, ban on giving advice, duty of confidentiality, etc. The company has also established special guidelines for how insider information shall be handled.
Board of Directors’ self-evaluation
The Board of Directors perform an annual evaluation of how the board members function individually and as a group.
Remuneration of the President and CEO and key executives
The President and CEO’s terms are set by the Board of Directors. In the opinion of the Board of Directors the President and CEO’s terms shall be competitive. The remuneration of the President and CEO is specified in Note 19 to the annual accounts. The Board of Directors has established guidelines for remuneration of the company’s key employees, and it will submit a separate statement to the General Meeting for its approval.