Guidelines for the CEO & Subsidiary Company Management

1. Purpose

1.1 These guidelines and instructions are approved by the Board in Eqology ASA (the “Company”) in accordance with the Public Limited Companies Act § 6-13 (2). The purpose of these instructions is to clarify the authority and responsibilities for company management.

2. Authority and responsibilities of management

2.1 Daily management should follow guidelines and instructions issued by the Board of Directors.

2.2 The CEO is responsible for the daily operations of the Company.

2.3 The CEO represents the company externally in matters relating to the Company’s daily operation.

2.4 The daily operation of the company does not include matters of an unusual nature or of vital importance to the Company.

2.5 The following matters should always be considered by the Board:

  • Purchase or sale of assets with a total value of more than Nkr. 1000000.
  • Any contract signing for the company with a contract value of more than Nkr. 1million.
  • Introduction or settlement of any litigation or arbitration cases concerning more than Nkr. 1 million
  • Any decision to take out loans or issue guarantees on behalf of outside parties that involve amounts greater than Nkr. 3 million.

2.6 The CEO has the authority to decide matters of an unusual nature or essential nature, including matters referred to in 2.5, if the board’s decision can not be awaited without detriment to the Company. The Board shall be notified of the decision as soon as possible.

2.7 The CEO shall ensure that the company’s operations are in compliance with all applicable laws and of high ethical standards.

2.8 The CEO will ensure that the Company’s financial statements are in compliance with applicable Norwegian laws and regulations and other relevant regulations, and that the Company’s assets are managed responsibly.

2.9 The CEO shall not receive remuneration from any other party in connection with their work for the Company.

3. Obligation to board

3.1 The CEO shall ensure that the board’s decisions are implemented.

3.2 The CEO is, in cooperation with the Chairman, responsible for preparing the matters to be considered by the Board. Such cases shall be prepared and presented in such a manner that the Board receives sufficient information to make its decisions.

3.3 The CEO shall at least once a month report to the Board on the Company’s operations, financial position and financial performance.

3.4 The Board may at any time require reports from the CEO on specific cases.

3.5 The CEO has the right and duty to attend meetings and to express their views, unless the Board determines otherwise from time to time.

4. Disqualification

4.1 The CEO shall not participate in discussions or decisions on issues of particular relevance to his/her own benefit or parties related to himself/herself (ref. Public Limited Companies Act section 1-5) in circumstances where he/she may be regarded as having a material personal or financial interest in the outcome.

4.2 The CEO shall not participate in discussions regarding (i) loans or credit to himself/herself or (ii) loans or credits to parties related to him/herself or (iii) the provision of collateral for their own or related parties’ debt.

5. Confidentiality

5.1 The CEO shall keep secret all information about the company’s contractual relations, economics, technical arrangements, production methods, business analysis and calculations, as well as all other information about the Company that is exempt from public disclosure.