Principles and values for Corporate Governance in Eidesvik Offshore ASA
Eidesvik Offshore ASA has implemented guidelines for corporate governance based on the Norwegian Code of Practice for Corporate Governance of October 17, 2018 (the Code).
The purpose of the guidelines for Corporate Governance in the Company is to clarify the roles between shareholders, General Meeting, the Board and executive management exceeding what is evident by legislation.
The principles and core values for corporate governance in Eidesvik Offshore ASA are set out in the following documents:
The Board’s Annual Report for the Company’s Corporate Governance.
- Articles of Association of Eidesvik Offshore ASA of May 20, 2020.
- Instructions for the Board of Directors.
- Instructions for CEO.
- Guidelines for planning and budgeting.
- The Company’s core values and ethical guidelines.
- The Company’s guidelines for social responsibility.
- Guidelines for handling price-sensitive information and insider trading.
- Guidelines for determination salaries and other remuneration to management.
- Guidelines for use of the auditor as an advisor to the Company.
- Guidelines for information from the Company.
The Company shall be based on open interaction and coordination between the Company’s shareholders, Board and management, as well as other stakeholders such as employees, customers, suppliers, creditors, public authorities and society in general. The Company’s core values and ethical policy are set out in “Ethical guidelines and core values for Eidesvik Offshore ASA”, and its social responsibility policy is covered by the “Code of Conduct policy” and “Environmental policy”.
The Company’s business is described in Article 3 of its Articles of Association. The Board determines the Group’s overall goals, strategy and risk profile. The strategic plan is revised annually. The mission statement in the Articles of Association and the Company’s goals and strategies are set out in the Annual Report, which is also published on the Company’s website.
Equity and dividends
The Board shall ensure that the Company holds equity commensurate with the risk from and scope of the Company’s operations, cf. “Instructions for the Board of Directors”.
The Board determines the Company’s dividend policy, and presents this with its proposed dividend to the Company’s General Meeting.
Equal treatment of shareholders and transactions with close associates
Eidesvik Offshore ASA has only one class of shares. In the event of an increase in share capital, the principle of equal rights for all shareholders to buy shares applies.
Own shares are bought on the stock exchange at market value. For transactions between companies of the Group, there are guidelines in “Instructions for the Board of Directors”.
For significant transactions between the Company and shareholders, Board members, senior executives or persons related to them, an independent valuation must be obtained. This does not apply when the General Meeting is to discuss the matter according to the provisions of the Public Limited Liability Companies Act. The same applies to transactions between companies in the Group where there are minority shareholders.
The instructions for the Board, the instructions for the CEO, and the ethical guidelines have rules for impartiality.
Shares and negotiability
The shares in the Company are listed and freely negotiable. The Articles of Association do not impose any form of restriction on negotiability.
The notice of and procedure for the Company’s General Meeting follow the regulations given by the Public Limited Liability Companies Act with regard to contents and deadlines. The registration deadline is set as close to the meeting as practicable. Shareholders who are unable to attend may vote by proxy.
Notice of the meeting, proposed resolutions, proxy forms, other case documents and information on shareholders’ right to raise matters at the General Meeting are made available at the Company’s website as soon as they are present.
The Board and the chair of the General Meeting must arrange for the general meeting to vote for each candidate nominated for election to corporate bodies.
The minutes of the General Meetings are made available on the Company’s website as soon as possible.
The Nomination Committee shall make proposals for election of Board Members and members of the Nomination Committee to the General Meeting. The Nomination Committee shall consist of three to five members. The General Meeting may adopt guidelines for the Nomination Committee.
Board of Directors: composition and independence
The composition of the Board of Directors of Eidesvik Offshore ASA is made to safeguard the interests of shareholders and the Company’s need for competence, capacity and diversity. Every effort is made to ensure that the Board can function well as a collegial body.
The Board is composed in such a way that it can act independently of special interests.
The majority of the members elected by shareholders are independent of the Company’s executive management and major business associates.
At least two of the members elected by shareholders are independent of the Company’s main shareholders.
Representatives of the executive management are not members of the Board.
The Chairman is elected by the General Meeting, as the Company does not have a corporate assembly.
The Board members are elected for two years at a time. In the Annual Report, the Board provides details of the Board members’ competence and capacity, as well as which Board members are considered to be independent.
The provisions of the Limited Liability Companies Act on employees’ right to representation on the Board and the corporate assembly were changed in Norway in 2018 to include companies engaged in international shipping, if the employees request representation. In 2019 the Board of Directors of Eidesvik Offshore ASA was approached by employees seeking representation at the Company’s Board. A change of the Company’s Articles of Association was resolved by the Annual General Meeting in 2019. The Board was pleased that the Company’s employees wanted to contribute to the work of the Board. The Company entered into an agreement with four groups of employees after the Annual General Meeting, which gave the employees the right to elect a Board member and a deputy member.
Board members are encouraged to own shares in the Company.
The work of the Board of Directors
A separate instruction for the Board of Directors of Eidesvik Offshore ASA has been prepared.
Risk management and internal control
According to the instruction for the Board of Directors of Eidesvik Offshore ASA, the Board ensures that the Company has good internal control and appropriate systems for risk management. The Board receives monthly status reports on Company operations, including consolidated accounts with deviation analyses and liquidity forecasts.
Remuneration of the Board of Directors
The remuneration of the Board is determined by the General Meeting and does not depend on results. Information on remuneration is given in the Annual Report.
Remuneration of executive personnel
The Board has adopted guidelines for remuneration for executives stating the main principles of the Company’s executive remuneration policy. This is submitted annually to the General Meeting.
Information and communications
The Board has adopted guidelines for the Company’s contact with shareholders outside the General Meeting. These are set out in the Board’s Annual Report. The Company publishes a financial calendar each year, and all interim reports and results presentations are published on the Company’s website and the Oslo Stock Exchange.
The Board has not prepared guiding principles for how to act in the event of a takeover bid.
The Board has an annual plan for the audit and the auditor’s attendance at Board meetings. This is to give the Board a good insight into the auditor’s work, and to benefit from the auditor’s knowledge and competence in connection with the Board’s discussion of the annual accounts.