Annual Report 2011 - Kongsberg Maritime - Kongsberg Gruppen

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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
Executive management The CEO appoints members to corporate executive management. Corporate executive management currently consists of ten individuals. In addition to the CEO, corporate executive management consists of the CFO, the presidents of the four business areas Kongsberg Maritime, Kongsberg Oil & Gas Technologies, Kongsberg Defence Systems and Kongsberg Protech Systems, the EVP Business Development, the EVP Public Affairs, EVP Strategy and Analysis and the EVP Corporate Functions. Executive management meets regularly, and otherwise has day-to-day contact on an operational basis. The Group subscribes to the general principle of making binding commitments to agreed targets. Consequently, it practises a decentralised form of corporate governance that gives individual units considerable autonomy, accompanied by the responsibility that entails. Executive management’s main responsibility is the operation of the Group, and KONGSBERG’s overall situation is essential the decisions to be made. Executive management follows up results and budgets on a monthly basis with the various performance centres in the Group. Executive management evaluates its own work and working methods annually. Inter-group Boards of Directors The Group’s subsidiaries have their own Boards of Directors, which are comprised of internal managers and employees. The president of the holding company or a person authorised by the president will chair the Board of the subsidiary. Appointment of the Boards and the board work in subsidiaries are handled in accordance with the Group’s principles for good corporate governance. Guidelines for share trading The company has stipulated in-house guidelines for trading in the company’s shares. These guidelines are updated regularly to maintain compliance with the legislation and regulations that apply at any given time. The Group has internal guidelines for primary insiders, which require internal clearance by the CEO before primary insiders can buy or sell shares in KONGSBERG. 2 INTRODUCTION 7 DIRECTORS’ REPORT AND 18 FINANCIAL STATEMENTS 64 CORPORATE GOVERNANCE 76 FINANCIAL CALENDAR AND ADDRESSES KONGSBERG Annual Report 2011 75
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ANNUAL REPORT 2011
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KEY FIGURES 2011 Beløp i mill. kr
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PRESIDENT AND CEO WALTER QVAM KONGS
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http://www.kongsberg.com/en/kog/inv
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as there are several large contract
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In October, KONGSBERG acquired 100
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The KONGSBERG share and shareholder
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effects of currency fluctuations of
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Salaries and other remuneration to
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CONSOLIDATED STATEMENT OF FINANCIAL
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CONSOLIDATED CASH FLOW STATEMENT 1
Page 23 and 24: control. Goodwill is calculated at
Page 25 and 26: of materials, direct payroll expens
Page 27 and 28: O) Equity (i)Treasury shares Own eq
Page 29 and 30: achieved by ensuring that the Group
Page 31 and 32: Geographical information In present
Page 33 and 34: Change in net pension liabilities r
Page 35 and 36: 11 INTANGIBLE ASSETS Amounts in MNO
Page 37 and 38: 13 FINANCIAL INCOME AND FINANCIAL E
Page 39 and 40: 18 RECEIVABLES Amounts in MNOK 31 D
Page 41 and 42: B) Currency risk and hedging of cur
Page 43 and 44: Cash flow hedges - hedging reserve
Page 45 and 46: F) Summary of financial assets and
Page 47 and 48: Treasury shares KONGSBERG held 74 9
Page 49 and 50: Elements of Management Remuneration
Page 51 and 52: Shares owned by, and compensation t
Page 53 and 54: Norspace AS On 21 September 2011, K
Page 55 and 56: INCOME STATEMENT AND BALANCE SHEET
Page 57 and 58: 1 The financial statements for Kong
Page 59 and 60: approved annually by the Norwegian
Page 61 and 62: STATEMENT FROM THE BOARD OF DIRECTO
Page 63 and 64: 2 INTRODUCTION 7 DIRECTORS’ REPOR
Page 65 and 66: REPORT ON CORPORATE GOVERNANCE KONG
Page 67 and 68: THE NORWEGIAN CODE OF PRACTICE The
Page 69 and 70: Guidelines for directors and execut
Page 71 and 72: management. The same applies relati
Page 73: describing how the requirements for
Page 77 and 78: Design: Ludens Design. Print: RK Gr
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Annual Report 2011 - Kongsberg Maritime - Kongsberg Gruppen

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