Annual report 2012 - Comrod

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Annual report 2012 84/92Strategies and values | Group | Parent company | Corporate governance | ContactBoard and administration Corporate governance General business principlesCorporate governanceIntroductionComrod Communication ASA (Comrod)is a Norwegian Public Limited Companywhich shares are listed on the Oslo StockExchange. The company is thereforesubject to the Corporate Governancerequirements as set out in the NorwegianCode of Practise for CorporateGovernance. The corporate governanceprinciples of Comrod complying withthe Norwegian Code of Practice dated23.10.2012.BusinessComrod is a technology group committed todeveloping and commercializing communicationand composite products based on innovativetechnology.Its goal is to rank among the leading internationalplayers in selected markets, and to gain marketshares through innovative and competitivesolutions in close cooperation with key customers.Activities relating to communication productsare defined as a priority area for the group in itsarticles of association.The Company Policy is to promote equality,ensure equal opportunities and rights and preventdiscrimination based on ethnicity, national origin,ancestry, language, or religion.Equal treatmentComrod has only one class of shares.In the event of capital increases, all shareholderswill normally be treated equally. If this is not84
Annual report 2012 85/92Strategies and values | Group | Parent company | Corporate governance | ContactBoard and administration Corporate governance General business principlesthe case, the other shareholders will, as far aspossible and through the adoption of subsequentmeasures, be restored to the position they wouldhave held had they participated in the capitalincrease.Transactions by the group in its own shares will beconducted through the stock exchange.Special care will be exercised in respect oftransactions with other parties in which thegroup’s shareholders, directors, management orclosely related parties have a financial or personalinterest.Not insignificant transactions with other partiesin which the group’s shareholders, directors,management or closely related parties have afinancial or personal interest will be evaluated byan independent third party.A power of attorney to the Board of Directorsto acquire own shares is to be approved by TheGeneral Meeting on a yearly basis.Free marketabilityAll shares in Comrod are freely marketable.Annual general meetingThe final deadline for registering to attend theannual general meeting is three days in advance.Shareholders who are unable to attend may voteby proxy.Invitation to attend the general meeting will besent to shareholders no later than three weeksbefore the date of the AGM. All other relevantdocumentation will simultaneously be availableto shareholders on the company’s website www.comrod.com.Composition and independence of the BoardThe main emphasis in the Board’s compositionwill be to assemble sufficient expertise to makeindependent evaluations of the group’s operationsand to act as a well-functioning collegial body.At least half the shareholder-elected directorsshould be independent of the group’smanagement and principal business connections.In this context, independent means:- directors receive no remuneration other thantheir Director’s fees- director’s fees are not bonus-linked- directors have no close family ties to thechief executive officer- directors do not have or representany significant business relationships with thecompany.At least two of the shareholder-elected directorsshould be independent of the company’s principalshareholder.The chief executive officer will not have a seat onthe Board.The period of election for Directors is two years.Nomination committeeThe group has a separate nomination committeeelected by the AGM.85
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Annual report 2012 - Comrod

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