Annual report 2012 - Comrod

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