Annual Report 2011 - Kongsberg Maritime - Kongsberg Gruppen

management. The same applies relative to important
business associates. Arendals Fossekompani ASA, in which
Erik Must directly and indirectly has a substantial stake,
owned 7.96 per cent (7.96) of Kongsberg Gruppen ASA at
year end. The Board of Directors is favourable to long-term
shareholders being represented on the Board. There shall
be no conflicts of interest between owners, the Board,
management and the Group’s other stakeholders.
Among the shareholder-elected directors, there are three
men and two women, i.e. a 40 per cent women.
Election of the Board of Directors
The General Meeting elects the five shareholder-elected
representatives to the Board. The Nominating Committee
draws up a recommendation for the shareholders’ nominees
to the Board in prior to the election. The recommendation
of nominees is sent to the shareholders along with
the notification of the General Meeting. Board elections
take place by simple majority. The Norwegian State
currently owns some 50 per cent of the shares, and could,
in principle, control the election of the shareholder-elected
directors. Three directors are elected directly by and from
among the Group’s employees.
The directors are elected for two-year terms and are
eligible for re-election.
The directors’ shareholdings
At 31 December 2011, the shareholder elected directors
held the following portfolios of shares in the Group: Finn
Jebsen, Chairman of the Board, owns 20 000 (20 000)
shares through his wholly-owned enterprise Fateburet AS.
Erik Must owns 124 600 (124 600) shares personally and
400 000 (400 000) shares through Must Invest AS. John
Giverholt owner 3 200 (3 200) shares personally.
The employee-elected directors had the following
holdings of KONGSBERG shares at 31 December 2011.
Roar Marthiniussen owned 4 268 (4 026 shares) personally.
9. The Board’s work
Board responsibilities
The Board of Directors bears the ultimate responsibility for
managing the Group and for monitoring day-to-day
management and the Group’s business activities. This
means that the Board is responsible for establishing control
systems and for the Group operating in compliance with
the adopted value platform and the Corporate Code of
Ethics, as well as in accordance with the owners’ expectations
of good corporate governance. First and foremost,
the Board of Directors protects the interests of all shareholders,
but it is also responsible for safeguarding the
interests of the Group’s other stakeholders.
Its main tasks are to contribute to corporate competitiveness,
and to ensure that the Group develops and
creates value. Further, the Board of Directors is to
participate in the shaping of and adopt the Group’s
strategy, exercising the requisite control functions and
ensuring that the Group is well run and organised. The
Board sets the objectives for financial structure and adopts
the Group’s plans and budgets. The Board also handles
items of major strategic or financial importance to the
Group. In cases of substantial nature in which the chairmen
and other board members have been actively engaged, this
will be disclosed in the proceedings and considered by the
Board in each case. These tasks are not constant and the
focus will depend on the Group’s needs at any given time.
The Board hires the CEO, defines his or her work instructions
and authority, and sets his or her wages.
Rules of procedure for the Board of Directors
The Board’s rules of procedure are extensive and were
most recently revised on 11 February 2011. The rules cover
the following items: the notification of Board meetings,
notification deadlines, administrative preparations, Board
meetings, Board decisions, the keeping of minutes, the
Board’s competency and items on the Board’s agenda,
segregation of duties between the Board and the CEO,
relations between subsidiaries and the parent company,
independence and disqualification, main principles for the
work of the Board in connection with a possible corporate
takeover, confidentiality and professional secrecy, relations
to legislation, regulations and rules of procedure.
The Board of Directors can decide to deviate from the
rules of procedures in individual cases.
Instructions for the CEO
There is a clear segregation of duties between the Board
and executive management. The Chairman is responsible
for the Board’s work being conducted in an efficient,
correct manner and in compliance with the Board’s terms
of reference.
The CEO is responsible for the Group’s operational
management. The Board has prepared special instructions
for the CEO, which were most recently revised on
17 February 2010.
Financial reporting
The Board of Directors receives monthly financial reports
and comments on the Group’s economic and financial
status. The report is a financial presentation that describes
what has happened in the Group’s operative and administrative
functions during the reporting period. In connection
with reporting on operations, the individual units shall held
meetings to review operating activities. The business areas
present their reports on operations to the Group Executive
Board in separate meetings once reporting has been
concluded.
Quarterly financial reports are reviewed at board
meetings, and these form the basis of the external financial
reporting.
Notice of meetings and discussion of items
The Board schedules regular board meetings each year.
2 INTRODUCTION
7 DIRECTORS’ REPORT AND
18 FINANCIAL STATEMENTS
64 CORPORATE GOVERNANCE
76 FINANCIAL CALENDAR AND ADDRESSES
KONGSBERG Annual Report 2011 71