Annual Report 2011 - Kongsberg Maritime - Kongsberg Gruppen

2 INTRODUCTION
7 DIRECTORS’ REPORT AND
18 FINANCIAL STATEMENTS
64 CORPORATE GOVERNANCE
76 FINANCIAL CALENDAR AND ADDRESSES
74
KONGSBERG Annual Report 2011
13.Information and communications
The annual report and accounts – interim reporting
The Group usually presents preliminary annual accounts in
late February. Complete accounts, the Directors’ Report
and the annual report are sent to shareholders and other
stakeholders in March/April. Beyond this, the Group
presents its accounts on a quarterly basis. The Financial
Calendar is published on the Group’s website and in the
annual report.
The Group’s report on corporate social responsibility is
made available on the Group’s website (pdf version), along
with other information on corporate social responsibility, as
well as in a limited number of paper copies. The report is
verified by a third party.
All shareholders are treated equally as a matter of course.
Other market information
Open investor presentations are conducted in connection
with the Group’s annual and quarterly reports. The CEO
reviews the results and comments on markets and prospects
for the future. The Group’s CFO also participates in
these presentations, as do other members of corporate
management from time to time.
The annual and quarterly reports are made available on
the Group’s website simultaneously with the presentation
of the results. The annual and mid-year results are also
presented on webcast. Beyond this, the Group conducts an
ongoing dialogue with and makes presentations to analysts
and investors.
Informing owners and investors about the Group’s
progress and economic and financial status is considered to
be of great importance. Attention is also devoted to
ensuring that the equity market gets the same information
at the same time. The prudence principle is applied to
guarantee impartial distribution of information when
communicating with shareholders and analysts.
The Group has a separate directive for investor relations,
which includes sections on communication with investors
and how price-sensitive information shall be treated. The
Group has been awarded the Information Symbol and the
English Symbol by the Oslo Stock Exchange since 2004.
The Board of Directors has prepared guidelines for the
Group’s contact with shareholders outside the General
Meeting.
14. Take-overs
There are no defence mechanisms against take-over bids in
the Group’s Articles of Association, nor have other measures
been implemented to limit the opportunity to acquire
shares in the company. The Norwegian Government owns
50.001 per cent of the shares. The marketability of these
shares is subject to parliamentary discretion. The Board’s
rules of procedures contain an item that refers to the
guiding principles for how the Board of Directors shall react
in the event of any takeover bid. The Board of Directors is
responsible for ensuring that KONGSBERG’s shareholders
are treated equally and that operations are not disrupted
unnecessarily.
Where a bid is made for the company, the Board of
Directors shall draw up a statement containing a wellgrounded
evaluation of the bid and, if required, an
independent assessment.
The evaluation shall specify how, for example, a takeover
would affect long-term value creation at KONGSBERG.
15. Auditor
The auditor’s relationship to the Board
The Group’s auditor is elected by the General Meeting.
An summary of the work planned by the auditor shall be
presented to the Audit Committee once a year.
The auditor is always present at the Board’s discussions
of the preliminary annual accounts. At that meeting, the
Board is briefed on the interim financial statements and any
other issues of particular concern to the auditor, including
any points of disagreement between the auditor and
management. The auditor also participates in the meetings
of the Audit Committee.
The Audit Committee arranges annual meetings with the
auditor to review the report from the auditor that addresses
the Group’s accounting policy, risk areas and internal
control routines.
At least one meeting a year will be held between the
auditor, the Audit Committee and the Board without the
presence of the CEO or other members of executive
management.
The auditor submits a written statement to the Board on
compliance with the Statutory Audit Independence and
Objectivity Requirements, cf. the Auditing and Auditors Act.
The Board of Directors has discussed guidelines for the
business relationship between the auditor and the Group.
The Group’s auditing services were put out for tender as
from fiscal 2010. The General Meeting decided to continue
cooperation with the auditing company Ernst & Young. At
the same time, a new engagement audit partner was
appointed. In addition to ordinary auditing, the auditing
company has provided consultancy services related to
accounting, tax and due diligence. For further information,
see Note 10 in the 2011 financial statements.
At regular intervals, the Board of Directors evaluates
whether the auditor exercises a satisfactory level of control.
16. Management and internal procedures
This point is not covered by the Code of Practice.
Chief Executive Officer
The Board has adopted instructions for the CEO, ref
section 9