The Company shall, according to its Articles of Association, have a nomination committee consisting of three members. The nomination committee is elected by the general meeting and have a period of service for two years unless the general meeting determines otherwise. The nomination committee’s tasks are set out in the Articles of Association and include, amongst other things to; nominate new board members to the general meeting, propose remuneration to the board members at the general meeting, propose remuneration to the members of the nomination committee, and to nominate new members of the nomination committee to the general meeting.
The committee currently comprises of Per Horn, Vigdis Almestad and Dag Marius Nereng.
The Board of Directors has elected an audit committee amongst the members of the Board of Directors. The audit committee comprises of three.
The committee currently comprises of Rikard Appelgren, Liv-Kristne Rud and Hilde Hammervold.
Pursuant to Section 6-43 of the Norwegian Public Limited Liability Companies Act, the audit committee shall:
- prepare the Board of Directors’ supervision of the Company’s financial reporting process;
- monitor the systems for internal control and risk management;
- have continuous contact with the Company’s auditor regarding the audit of the annual accounts; and
- review and monitor the independence of the Company’s auditor, including in particular the extent to which services other than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor.
The Company has established a remuneration committee that consists of
three members of the Board of Directors. The members of the remuneration committee are and shall be independent of the Company’s Management.
The members of the remuneration committee are appointed by the Board of Directors for a period of two years, or until they resign their position as a member of the Board of Directors.
The remuneration committee is a preparatory and advisory committee for the Board that shall prepare matters for the Board’s consideration and decisions regarding the remuneration of, and other matters pertaining to the Company’s Management. The recommendations of the remuneration committee shall cover all aspects of remuneration to the Management, including but not limited to salaries, allowances, bonuses, options and benefits-in-kind.
The Company has adopted separate instructions for the remuneration committee setting out further details on the duties, composition and procedures of the committee.