Annual Report 2010 - Scana Industrier ASA

94Annual Report 2010 Scana Industrier ASASHARES AND SHAREHOLDERS 2010Group aim and ownershipThe Practice for Corporate Governance in Scana shallensure that the Company’s business management isin keep with universal and recognized principles andcodes, together with Law and Secondary Law. Scanaaim to follow the principles set out in the NorwegianCode of Practice for Corporate Governance to the extentapplicable.registered share capital as at the AGM in 2010. Thisauthority expires on May 4th 2011, and the authority inconnection with potential acquisitions will be proposedfor renewal by the annual general meeting in 2011.Guidelines have been drawn up to ensure that boardmembers and senior employees obtain prior approvaland report any trading of the Scana share. There are noturnover restrictions on the share.The principles for Corporate Governance is specified indifferent governing documents for Scana’s business. Theprinciples aim to ensure a good interaction between theCompany’s different interest groups, such as customers,employees, governing bodies, management and thecommunity as a whole.The main aim of the group is to increase the shareholders’values.The following primary strategies have been determinedon this basis:1. Continued organic growth in all business areas2. Maintain a good operating margin and effectivefinancial management3. Strengthen the group’s strategic position throughacquisitions­ in order to strengthen the market position­ in order to increase capacity­ in order to supplement the product range or value- chain4. Develop the repair and service concept within theMarine and Oil & Gas areasScana’s shareholder policy is to give its shareholders acompetitive return in the form of dividends and increasein market value. Scana will pursue a conservativeshare issue policy, in which the interests of existingshareholders are given precedence.Satisfactory long-term growth and financial performanceshould provide shareholders with a good value developmentoverall. The company’s dividend policy musttake into consideration the need to maintain adequatelevels of capital and allow for added value throughnew investment. Based on this, the board believes it isappropriate that the long-term dividend constitutes 1/3 ofthe profit for the year. The remainder shall ensure growthand a satisfactory shareholders’ equity.Scana Industrier ASA has one class of share, with eachshare carrying one vote. Each share has a nominalvalue of NOK 1.25. The company has the authority tobuy its own shares in connection with the company’sshare option program and/or connected to potentialacquisitions for up to 10 per cent of the company’sThe group’s supreme management body is theannual general meeting in Scana Industrier ASA.The annual general meeting elects board membersin Scana Industrier, and the group’s external auditor.It also approves fees for the board members and theauditor. The annual general meeting also deals withissues pursuant to the Limited Liability CompaniesAct (Norway), including the annual accounts for thegroup and the parent company. All shareholders in thecompany are entitled to attend and vote at the annualgeneral meeting. The notice of meeting and agenda forthe annual general meeting are distributed no later than21 days prior to the date of the said meeting. The annualgeneral meeting appointed an election committee in2006 consisting of three external members. The Articlesof Association were changed in 2008 to reflect this.Scana currently does not have a supervisory board.In accordance with the company’s Articles ofAssociation, the company’s board of directors shallconsist of 3-5 members who are elected by the annualgeneral meeting for a two-year term. The age limit forboard members is 68; board members must step downat the first annual general meeting following their 68thbirthday. The board’s duties and responsibilities aredetermined by Norwegian legislation, and include theoverall management and control of the group. The boardin Scana Industrier is conscious of its responsibilityto protect the interests of all shareholders, and has inits work prioritised balancing traditional control andsupervisory duties with discussions on strategy andother relevant topics. The composition of the boardtakes account of the requirement for independence fromthe company’s management. The board has drawnup guidelines for the board and its work. Accordingly,the board is responsible for the management of thecompany’s activities and for ensuring that legislation andregulations are complied with. The board’s main dutiesinclude strategy, organisation, control and special tasks.The annual general meeting in 2010 decided that itshould be included in company’s articles of associationthat the entire board shall act as the audit committeeof the company. The board normally convenes fivetimes a year. No profit-related remuneration or option