Annual Report 2011 - Kongsberg Maritime - Kongsberg Gruppen

2 INTRODUCTION
7 DIRECTORS’ REPORT AND
18 FINANCIAL STATEMENTS
64 CORPORATE GOVERNANCE
76 FINANCIAL CALENDAR AND ADDRESSES
68 KONGSBERG Annual Report 2011
technology and dedication.” The values that shall support
the vision are: Determined, Innovative, Collaborative and
Reliable. The values are important to develop a healthy and
strong corporate culture and thereby the basis of good
corporate governance. Further explanation of our values
can be found on the Group’s website; www.kongsberg.com
and the 2011 Corporate Social Responsibility Report.
The Group’s ethical guidelines were last revised in
autumn 2010. They are based largely on international
initiatives and policies related to social responsibility, which
the Group has endorsed, including the UN Global Compact,
OECD Guidelines for Multinational Enterprises and the ILO
Conventions. The guidelines include the topics of human
rights, labor rights, climate and environment, corruption,
our relationship with customers, suppliers and agents,
competence to act and confidentiality. They apply to the
Group’s directors, leaders, employees, all contractor personnel,
consultants, agents and lobbyists and others who
act on behalf of KONGSBERG. See the detailed description
in the Corporate Social Responsibility Report for 2011.
The Group’s social responsibility policy is adopted by the
Board. A new revised policy will be discussed in the Board
during the first quarter of 2012, and a strategy for social
responsibility is being prepared. This will be incorporated
into the Group’s business strategy during 2012. The Group’s
policy and strategy for social responsibility is discussed in
the 2011 Corporate Social Responsibility Report and the
Group’s website.
2. Operations
Kongsberg Gruppen ASA is a company whose object is to
engage in technological and industrial activities in the
maritime, defence and related sectors. The company may
participate in and own other companies. The above stated
is included in §3 of KONGSBERG’s Articles of Association.
The Articles of Association can be found on the Group’s
website, www.kongsberg.com
The Group’s main objectives and strategies are described
in the annual report and the Group’s website,
www.kongsberg.com.
3. Share capital and dividends
Equity
At 31 December 2011, consolidated equity is MNOK 5 484
(4 881), which is equivalent to 35.1 (34.9) per cent of total
assets. The Board of Directors considers this satisfactory.
The company’s need for financial strength is considered at
any given time in the light of its objectives, strategy and
risk profile.
Dividend policy
The Group will strive to achieve an annual dividend over
time of approx. 30 per cent of the Group’s annual profit
from ordinary operations, after tax. The General Meeting
approves the annual dividend, based on the Board’s
recommendation. The proposal is the ceiling for what the
Annual General Meeting can approve.
A dividend of NOK 3.75 per share was paid for 2010, and
the Board proposes to the Annual General Meeting that a
dividend of NOK 3.75 per share be paid for 2011.
Capital increase
The Board has not been given the mandate to undertake
issue of capital.
Purchase of treasury shares
The General Meeting can authorise the Board to acquire up
to 10 per cent of the treasury shares. At the Annual General
Meeting on 9 May 2011, the Board was given authorisation
to acquire treasury shares up to a value of NOK 7 500 000.
That is equivalent to 5 per cent of the share capital. The
authorisation can be used several times and applies up
until the next General Meeting, but not later than until
30 June 2012. The Board’s acquisition of shares pursuant
to this authorisation can be exercised only between a
minimum price of NOK 50 per share and a maximum price
of NOK 300 per share. At 31 December 2011, the Group
owned a total of 74 955 (16 740) treasury shares.
The shares were purchased for the employee share
programme, but can also be sold in the market. Offered to
all employees at a discount (-20 per cent), the shares are
subject to a one-year lock-in period from the date of
acquisition.
4. Equal treatment of shareholders and transactions
between related parties
Class of shares
KONGSBERG’s shares are all Class A shares. Each share
represents one vote. The nominal amount per share is
NOK 1.25. The Articles of Association place no restrictions
on voting rights. All shares have equal rights.
Trading in treasury shares
The Board’s mandate to acquire treasury shares is based
on the assumption that acquisitions will take place in the
market. Acquired shares may be disposed in the market, as
payment for acquisitions, or through the share schemes for
employees.
Transactions with related parties
In 2011, the Board determined that there were no transactions
between the Company and shareholders, directors,
executive personnel or parties closely related to such
individuals that could be described as material transactions.
If such transactions should arise, the Board will ensure that
an independent valuation is made by a third party. For
fur ther information, see Note 27 in the financial statements.