Annual report 2012 - Comrod

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Annual report 2012 86/92Strategies and values | Group | Parent company | Corporate governance | ContactBoard and administration Corporate governance General business principlesThe nomination committee consists of threemembers, one of whom must be a Director.The nomination committee proposes candidatesfor election as directors.The nomination committee will in closeco-operation with the Chairman of the Boardpropose the compensation to be paid to directors.Remuneration to the Board will reflect itsresponsibilities, expertise and use of time, and thecomplexity of its activities.Remuneration of the Board will not be bonuslinked.Directors may be included in any share optionschemes for senior executives in the group.Directors, or companies with which they areconnected, will not normally undertake specialtasks for the company in addition to their boardduties.In special cases, a director may be asked toassist the Chairman of the Board, the CEO or themanagement team in particular matters. Suchassignments must be approved by the Chairmanof the Board and the board will also be informed.Remuneration will reflect normal competitiveconsultancy fees for the type of assignmentinvolved. Such assignment and remuneration mustbe mentioned in the annual report.The nomination committee’s recommendationsand relevant information on the candidates will beavailable with other documentation for the AGM.Work of the BoardRegulations have been drawn up to govern thework of the Board.The Board organizes its work on the basis of anannual schedule.Regulations for the chief executive officer havebeen drawn up.The Board will work with the chief executiveofficer and the auditor to ensure that the groupis run in accordance with its basic values, ethicalguidelines and corporate social responsibility.An evaluation by the Board of its own work will beconducted yearly.A Board committee for remuneration ofmanagement has been established.Remuneration of senior executivesGuidelines have been drawn up for theremuneration of senior executives as perCompany Framework remuneration policyapproved by the Board.86
Annual report 2012 87/92Strategies and values | Group | Parent company | Corporate governance | ContactBoard and administration Corporate governance General business principlesRemuneration will, in both form and size,encourage long-term value creation in thecompany. Prior authorization must be obtainedfrom the AGM for option schemes and otheragreements relating to the allocation of shares.All components in the remuneration of the chiefexecutive officer and all remuneration of othersenior executives will be described in the annualreport.availability of information.Takeover bidsIn the event of a potential takeover or inrestructuring processes, the holdings and interestsof all shareholders will be safeguarded.Unless special grounds exist for so doing, noattempt will be made to obstruct or impede thesubmission of a takeover bid.Senior executives and closely related parties whodeal in the company’s shares must obtain priorauthorization.Senior executives and closely related parties arenot permitted to engage in short-term dealing inthe company’s shares.Comrod’s Information PolicyThe Group’s Information Policy is based onopenness and equal treatment of all shareholders.If a takeover bid is submitted, the board will notuse its authority or take other measures designedto impede the bid without the prior approval ofthe general meeting after the bid has been madeknown. The board will still be bound by resolutionsadopted by previous general meetings.Transactions which would in reality involvedisposal of the entire company’s operations will besubmitted to the general meeting if this is deemednecessary.All shareholders will receive correct, clear,relevant and up-to-date information.The emphasis will be on information about centralvalue drivers and risk factors.While the chief executive officer will be theGroup’s spokesperson in normal matters, thechairman of the Board will also be involved inproviding information on matters of a specialcharacter.The Group will comply with the Oslo StockExchange’s requirements concerning theAuditorThe auditor will provide annual writtenconfirmation of his or her impartiality andobjectivity.The auditor will attend board meetings that dealwith the annual accounts.The auditor will also present a report giving his/her view of such items as accounting principles,risk areas, internal control procedures, etc, andplans for implementing their own work.All important correspondence from the auditor87
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Annual report 2012 - Comrod

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