Odfjell SE Annual Report 2012

THE WORK OF THE BOARD OF DIRECTORS
The Board is responsible for determining the Company's
objectives, and for ensuring that necessary means for
achieving them are in place. Thus, the Board of Directors
also determines the Company’s strategic direction and
decides on matters that are of significant nature in relation
to the Company's overall activities. Such matters include
confirmation of the strategic guidelines including any
changes to the strategic business model, approval of the
budgets as well as decisions on major investments and
divestments. Furthermore, the Board ensures a correct
capital structure and defines the dividend policy. The Board
also appoints the President/CEO and determines his/her
remuneration.
It is the responsibility of the Board to ensure that the
Company, its Management and employees operate in a
safe, legal, ethically and socially responsible manner. To
emphasize the importance of these issues, a Company
specific Corporate Social Responsibility Policy and a
code of conduct are in place and are widely circulated
throughout the organisation. The Code of Conduct focuses
on aspects of ethical behaviour in day-to-day business
activities.
The Board of Directors has issued instructions for its own
work as well as for the Odfjell Management Group with
particular emphasis on clear internal allocation of responsibilities
and duties. The instructions should be evaluated
annually in connection with the annual assessment of the
Board’s performance and expertise.
The Board endeavours to schedule in advance a number
of regular meetings to be held during the calendar year,
normally about eight to ten meetings per year, depending
on the level of the Company’s activities. In addition to
regular board meetings, the Board holds meetings, either
by telephone conference or by written resolution at the
request of the Executive Chairman, the President/CEO
or by any two Board Members. The Board meetings are
chaired by the Executive Chairman unless otherwise agreed
by a majority of the Directors attending. If the Executive
Chairman is not present, the Directors shall elect a Director
to preside over the board meeting.
The Board had eight ordinary meetings and ten extraordinary
meetings in 2012, with 92,4% Director attendance.
The Board has carried out a self-assessment of its work.
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odfjell annual report 2012