2 years ago

Annual Report 2012

Annual Report 2012

area and supervise the

area and supervise the work of the Company’s management on behalf of the Board. The Board evaluates itsperformance and expertise annually.10. Risk management and internal controlThe Board of Directors are kept updated on the company activities through regularly reporting, includingmonthly financial reporting. The Audit Committee ensures that the Company has adequate financial riskmanagement, and effective internal control systems.The Company is also subject to external control by its auditors, the ship classification societies, port and flagstate control, and other regulatory bodies like IMO etc. The Management of Eitzen Chemical monitors that theCompany acts in accordance to applicable law and regulations.11. Remuneration of the BoardRemuneration of the Board is disclosed in note 8 to the financial statements. The remuneration reflects theBoard’s responsibility, expertise, time commitment and the complexity of the Company’s activities. Theremuneration is not linked to the Company’s performance. The Company has not granted any share options tothe Board members. The remuneration is approved at the Annual General meeting.The Chairman was delegated additional tasks by the Board. The remuneration for these additional services wasNOK 140,000 excluding VAT per month.12. Remuneration of executive personnelThe Board has established and the General Meeting has approved the Board’s guidelines for the remunerationof key personnel. The financial interests of the key personnel and the shareholders are aligned through adiscretionary bonus scheme. Further information about remuneration of the CEO and executive managementis disclosed in note 8 to the consolidated financial statements for the Group.13. Information and communicationEitzen Chemical’s communication to the market is based on openness and equal treatment of all participantsin the securities market. Each December the Company publishes the financial calendar for the coming year. Ingeneral the Company presents preliminary annual accounts with the fourth quarter results in February. TheAnnual Report is normally published in March or April. The Company publishes accounts on a quarterly basis.Official communication is published simultaneously on the Oslo Stock Exchange and on the Company’swebsite. In connection with the Company’s presentation of quarterly reports, open investor presentations andwebcasts are conducted. The CEO reviews the results and comments on the performance and the outlook. TheCFO presents the financial figures.In addition, Eitzen Chemical maintains dialog with analysts and investors. It is the Company’s ambition tomaintain an impartial distribution of information when dealing with shareholders and analysts.14. Take-oversThere are no defence mechanisms against take-over bids in the Company’s Articles of Association, nor haveother measures been implemented to obstruct such take-overs. The Board will not seek to obstruct anytakeover bid for the Company’s activities or shares unless there are particular reasons for doing so. In theevent of such a bid the Board will seek to comply with the recommendations made in section 14 in the Codeand other relevant law and regulations.15. AuditorEitzen Chemical has appointed Ernst & Young as auditor. The auditor prepares an annual audit plan which ispresented to the Audit Committee in the autumn each year. The auditor also presents to the Audit Committeethe results of their assessment and testing of the Company’s internal controls. The auditor is present at theAudit Committee meetings and participates at the Board meeting approving the annual financial statements.At these meetings, the auditor reports on any material changes in the Company’s accounting principles, and onfinancial items which include material estimation or judgement. The auditor also reports any material mattersof contention between the auditor and the management. Further, the Board has a session with the auditorwithout the presence of the CEO or other members of the management.78

In order to secure consistency in controls and audits of the Company, Eitzen Chemical generally uses the sameaudit firm for all subsidiaries worldwide. The Board is kept updated on the use of the auditor by the Company’sexecutive management for services other than the audit. The Board report the remuneration paid to theauditor at the Annual General Meeting, including details of the fee paid for audit work and any fees paid forother specific assignments. Such details are disclosed in note 8 to the consolidated financial statements for theGroup.79

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