Annual report 2008 - Comrod

86 Comrod Communication Group Annual report 2008remuneration of senior executives. The mainpoints are listed in the annual report.Salary and other remuneration for the chiefexecutive officer is defined by the board ata meeting. The board is also informed of theremuneration of senior executives.Remuneration will, in both form and size,encourage long-term value creation in thecompany.The group believes that cautious use ofshare options and/or equivalent instrumentsand/or bonus schemes will encourage longtermvalue creation.Prior authorization must be obtained fromthe AGM for option schemes and otheragreements relating to the allocation ofshares.All components in the remuneration of thechief executive officer and all remunerationof other senior executives will be describedin the annual report.Senior executives and closely related partieswho deal in the company’s shares mustobtain prior authorization.Senior executives and closely related partiesare not permitted to engage in short-termdealing in the company’s shares.Comrod’s information policyThe group’s information policy is basedon openness and equal treatment of allshareholders.All shareholders will receive correct, clear,relevant and up-to-date information.The emphasis will be on information aboutcentral value drivers and risk factors.While the chief executive officer will be thecompany’s spokesperson in normal matters,the chairman of the board will also beinvolved in providing information on mattersof a special character.The group will comply with the Oslo StockExchange’s requirements concerning theavailability of information.The group will provide shareholders with theopportunity to present their views by holdingregular presentations.Takeover bidsIn the event of a potential takeover orin restructuring processes, the holdingsand interests of all shareholders will besafeguarded.Unless special grounds exist for so doing, noattempt will be made to obstruct or impedethe submission of a takeover bid.If a takeover bid is submitted, the board willnot use its authority or take other measuresdesigned to impede the bid without the priorapproval of the general meeting after the bidhas been made known. The board will still bebound by resolutions adopted by previousgeneral meetings.Transactions which would in reality involvedisposal of the entire company’s operationswill be submitted to the general meeting ifthis is deemed necessary.AuditorThe auditor will provide annual writtenconfirmation of his or her impartiality andobjectivity.The auditor will attend board meetings thatdeal with the annual accounts.The auditor will also present a report givinghis/her view of such items as accountingprinciples, risk areas, internal controlprocedures, etc, and plans for implementingtheir own work.All important correspondence from theauditor will be presented to the board.In principle the auditor will not be usedfor assignments other than audit workand matters naturally associated withauditing, such as clarification of accountingregulations, normal tax matters, etc.The AGM will receive a report on theauditor’s fee, broken down into legallyrequired auditing and remuneration relatingto other assignments.[1]) somebody who owns 10 per cent ormore of the company’s shares.