The Company is subject to the Norwegian Code of Practice for Corporate Governance (“The Corporate Governance Code“), issued by the Norwegian Corporate Governance Board on December 4th 2007.
The Corporate Governance Code is based on a comply or explain principle, which means that the Company must explain non-compliance with the recommendations of the Corporate Governance Code in the annual report of the Company.
In accordance with the Code, the Company will include a report on its corporate governance in the annual report. This report will describe the Company’s corporate governance during the fiscal year and include explanations of any derogations from the Code, in accordance with the “comply or explain” principle.
Principles of Corporate Governance for Eqology ASA
Eqology ASA (the “Company”) aspires to maintain a high standard of corporate governance.
This document summarises the main principles of corporate governance that the company adheres to and presents them in the following appendices:
Appendix 2: Guidelines for the Nominating Committee for Candidates for Election to the Board of Directors
I. Introduction to General Meetings of Shareholders
The highest decision-making body in the company is a general meeting of shareholders. General meetings of shareholders may be either ordinary or extraordinary. All shareholders are entitled to attend general meetings, express their opinions during these meetings and submit topics for discussion at these meetings. Furthermore, by means of exercising their entitlement to voting rights at these general meetings, shareholders exercise the highest ultimate authority in the company.
II. Convening of General Meetings of Shareholders
Annual General Meetings (“AGM”) are held on a yearly basis before the end of June. The Board of Directors may convene extraordinary general meetings at any time. Furthermore, the Company’s auditor or shareholders, representing at least 5% of the total share capital, may demand the Board of Directors call an extraordinary general meeting.The notification and relevant documents for the AGM, including the nominating committee, shall be available on the company website at least 21 days before the meeting and sent to shareholders at least two weeks before the meeting.
III. Purpose of General Meetings of Shareholders
The main issues to be dealt with at general meetings of shareholders are:
- Elect the members and deputy members of the Board of Directors
- Determine the remuneration of the Board of Directors
- Review the Board of Directors proposal for remuneration to senior employees
- Approve the annual accounts of the Company
- Determine other relevant matters to be discussed and dealt with in accordance with the laws governing the Company including its Articles of Association.
IV. The Board of Directors
The Board of Directors (the “Board”) has overall responsibility for management of the Company.
This includes a responsibility to monitor and exercise control of Company activities. Board proceedings and responsibilities are governed by the behavioural rules set out in APPENDIX 1.
V. Election of the Board of Directors
Members of the Board are elected for two year terms at general meetings of shareholders. Each member of the board will be elected separately by means of shareholders exercising their voting rights at these meetings. It is the desire of the Company that members elected to the Board shall be chosen (a) in light of an assessment of the Company’s need for expertise (b) for their capacity to exercise balanced decision-making (c) to ensure the Board can operate independently of special interests and (d) function effectively as a group.
VI. Provision for Election of Independent Members to the Board of Directors
The majority of the shareholder-elected members of the Board of Directors shall be independent of the company’s management and its main business connections. At least two of the shareholder-elected members of the Board of Directors shall be independent of the company’s main shareholder(s).
The Chief Executive Officer (“CEO”) is responsible for day-to-day management of the Company and its assets. The CEO is responsible for ensuring the Company operates in accordance with Norwegian laws and regulations, and other relevant laws pertaining to the Company’s activities. The CEO is appointed by, and reports to, the Board of Directors. The CEO’s powers and responsibilities are defined in the guidelines approved by the Board – Appendix 3 of this document.
VIII. The Nominating Committee for Candidates for Election to the Board of Directors
The Nominating Committee consists of 3 members (including a Chairman) each elected for two year terms. Each member of the Nominating Committee will be elected separately by means of shareholders exercising their voting rights at the AGM. The task of the Nominating Committee is to select candidates for election as members and deputy members of the Board and to make a recommendation when it comes to directors’ remuneration. The remuneration of the Nominating Committee members shall be determined at the AGM. The guidelines and principles for the Nominating Committee and the Committee’s work are set out in APPENDIX 2 and shall be presented at the General Meeting of Shareholders for approval.
IX. Equal Treatment of Company Shareholders
The Company has one class of shares. Each share in the Company carries one vote.
All shareholders will be treated equally. Shareholders shall not be subjected to discriminatory treatment that does not have a factual basis in the Company’s and shareholders’ common interests.
X. Corporate Values and Ethics
The Company wants to create a healthy corporate culture. The Board of Directors has therefore adopted and incorporated ethical guidelines – APPENDIX 4 of this document.
All shares in the company may be transferred without limitations.
XII. Auditor of the Company Accounts
The Board of Directors has adopted and approved guidelines for the Company’s auditor and persons associated with the auditor who may perform non audit-related work – APPENDIX 5 of this document.
XIII. Equity Ratios
The Company should have an equity ratio appropriate to its objectives, strategy and risk profile.
XIV. Investor Relations
The information policy of the Company should be based on openness and equal treatment of all shareholders – APPENDIX 6 of this document.