Report - Kongsberg Gruppen 2007 - Kongsberg Maritime ...

THE GROUP VISION, OBJECTIVES AND DIRECTORS' REPORT & ACCOUNTS BUSINESS ACTIVITIES CORPORATE GOVERNANCE AND SUSTAINABILITY REPORT
1–11 STRATEGY 12–19 20–75 76–101 FINANCIAL STATEMENTS 102–125 126–160 113
achievement of goals related to improve -
ments and a long-term perspec tive.
Conditions
Remuneration to executive management
and the Board is described in Note 32.
Departures from the Code of Practice:
None.
13 Information and communications
The board of directors should establish guidelines
for the company's reporting of financial and other
information based on openness and taking into
account the requirement for equal treatment of
all participants in the securities market.
The company should publish an overview each
year of the dates for major events such as its
annual general meeting, publication of interim
reports, public presentations, dividend payment
date if appropriate etc.
All information distributed to the company's share -
holders should be published on the com pany's web
site at the same time as it is sent to shareholders.
The Board of Directors should establish guidelines
for the Group's contact with shareholders outside
the AGM.
The annual report and accounts – interim
reporting
The Group normally presents provisional
annual accounts in late February. Com -
plete accounts, the Directors' Report and
the Annual Report are sent to share -
holders and other stakeholders in March/
April. Beyond this, the Group presents its
accounts on a quarterly basis. The Group's
Financial Calendar is published on the cor -
porate website and in the Annual Re port.
The Sustainability Report is part of the
Annual Report sent to all shareholders.
All shareholders are treated equally as a
matter of course.
Other market information
Open investor presentations are conduct -
ed in connection with the Group's annual
and quarterly reports. There, the CEO re -
views results and comments on markets
and prospects for the future. The Group's
CFO also participates in these presenta -
tions, as do other members of corporate
management from time to time.
The presentations of the annual and
quarterly reports are posted on the Group's
website at the same time as they are pre -
sented. The annual and mid-year results
are also made available through webcasts.
Beyond that, the Group maintains an on -
going dialogue with and makes presenta -
tions for analysts and investors.
It is considered essential to keep
owners and investors informed about the
Group's progress and economic and finan -
cial status. Importance is also attached to
ensuring that the same information is re -
leased to the entire equity market at the
same time. Care is taken to maintain an
im partial distribution of information when
dealing with shareholders and analysts.
The Group was awarded distinctions for
Good Information and Good English by
the Oslo Stock Exchange in 2004.
The Board of Directors has drawn up
guide lines for the Group's contact with
shareholders outside the AGM.
Departures from the Code of Practice:
None.
14 Take-overs
The board of directors should establish guiding
principles for how it will act in the event of a takeover
bid.
During the course of a take-over process, the
board of directors and management of both the
party making the offer and the target company
have an independent responsibility to help ensure
that shareholders in the target company are
treated equally, and that the target company's
business activities are not disrupted unnecessarily.
The board of the target company has a particular
responsibility to ensure that shareholders are given
sufficient information and time to form a view of
the offer.
The board of directors should not seek to hinder
or obstruct take-over bids for the company's
activities or shares unless there are particular
reasons for this.
Where an offer is made for the Group's shares,
the Group's Board should not take advantage of
its share issue authorisation or initiate other mea -
sures to impede the offer, unless this is approved
by the AGM once the offer is made public.
If an offer is made for a company's shares, the
company's board of directors should issue a state -
ment evaluating the offer and making a recom -
mendation as to whether shareholders should
or should not accept the offer. If the board finds
it self unable to give a recommendation to share -
holders on whether or not to accept the offer, it
should explain the background for not making
such a recommendation. The board's statement
on a bid should make it clear whether the views
expressed are unanimous, and if this is not the
case it should explain the basis on which specific
members of the board have excluded themselves
from the board's statement. The board should
consider whether to arrange a valuation from an
independent expert. If any member of the board
or executive management, or close associates of
such individuals, or anyone who has recently held
such a position, is either the bidder or has a
particular personal interest in the bid, the board
should arrange an independent valuation in any
case. This shall also apply if the bidder is a major
shareholder. Any such valuation should be either
appended to the board's statement, be reproduced
in the statement or be referred to in the statement.
Transactions that are in reality disposals of
business activities should be decided by the AGM,
except where the law states that such decisions
are to be taken by the Corporate Assembly.
There are no defence mechanisms against
take-over bids in the Group's Articles of
Association, nor have other measures been
implemented to limit opportunities to ac -
quire shares in the company. The Nor we -
gian state owns 50.001 per cent of the
shares. The negotiability of these shares is
subject to parliamentary discretion.
A new section has been added to the
Board's instructions, and it refers to the
main principles for how the Board should
react to any takeover bid. The Board is re -
sponsible for ensuring that Kongsberg's
shareholders are treated equally and that
operations are not disrupted unnecessarily.
In the event a bid is made for the com -
pany, the Board shall make a statement
containing a well-grounded evaluation of
the bid. The evaluation shall specify how,
for example, a takeover would affect
long-term value creation at Kongsberg.
Departures from the Code of Practice:
None.
15 Auditor
The auditor should submit the main features of
the plan for the audit of the company to the board
of directors annually.
The auditor should participate in meetings of the
board of directors that deal with the annual
accounts. At these meetings the auditor should
review any material changes in the company's
accounting principles, comment on any material
Kongsberg – Annual Report and Sustainability Report 2007