Governing Bodies

The General Meeting is the highest authority of the Company. All shareholders in the Company are entitled to attend and vote at General Meetings of the Company and to table draft resolutions for items to be included on the agenda for a General Meeting.

The overall management of the Company is vested in the Board of Directors and the Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company’s business ensuring proper organisation, preparing plans and budgets for its activities ensuring that the Company’s activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties.

The Management is responsible for the day-to-day management of the Company’s operations in accordance with Norwegian law and instructions set out by the Board of Directors.

 

Board of Directors

The Articles of Association provide that the Board of Directors shall consist of a minimum of 7 and a maximum of 9 members.
The composition of the Board of Directors is in compliance with the independence requirements of the Norwegian Code of Practice for Corporate Governance dated 30 October 2014, meaning that the majority of the shareholder-elected members of the Board of Directors is independent of the Company’s executive management and material business contacts, at least two of the shareholder-elected members of the Board of Directors are independent of the Company’s main shareholders, and  no members of the Company’s executive management are on the Board of Directors.
All members of the Board of Directors are independent of the Company’s significant business relations. All members of the Board of Directors are independent of the Company’s large shareholders (shareholders holding more than 10% of the Shares in the Company, except for Nigel Wilson who represents the Lead Selling Shareholder. All members of the Board of Directors are independent of the Management.