akva-listed-oslo-bors-code

Corporate Governance

AKVA group ASA’s objective is to create the greatest possible value for its shareholders over time. Strong corporate governance will contribute to reducing risk and ensure sustainable value creation.

Pursuant to section 3-3(b) of the Norwegian Accounting Act and the Code (as defined below), the board reviews and updates the company’s principles for corporate governance on an annual basis. This report is included in the Company's annual report.

1. Implementation and reporting on corporate governance

The Board of Directors must ensure that the Company implements sound corporate governance.

The Board of Directors must provide a report on the Company's corporate governance in the directors' annual report or in a document that is referred to in the directors' report. The report on the company's corporate governance must cover every section of the Code of Practice. If the Company does not fully comply with this Code of Practice, the company must provide an explanation of the reason for the deviation and what alternative solution it has selected.

The Board of Directors should define the Company’s basic corporate values and formulate ethical guidelines and guidelines for corporate social responsibility in accordance with these values.


AKVA group ASA ("AKVA" or the "Company") has defined guidelines for corporate governance, and the Board has decided to follow the Norwegian Code of Practice for Corporate Governance (the "Code") as approved by the Norwegian Corporate Governance Board ("NCGB"). The Code was last revised 23 October 2012. AKVA has furthermore defined its own corporate Code of Conduct and defined values upon which the Company should build its activity. These principles also apply to AKVA’s subsidiaries to the extent they are relevant. The company will consider defining guidelines for corporate social responsibility.

The individual recommendations in the Code are discussed below. The Code and its recommendations are available on the NCGB website at www.nues.no. To a large extent AKVA’s principles correspond to the Code. Possible deviations from the Code are discussed under the relevant sections below, and any deviation is accounted for and any alternative practice adopted by the company explained.

AKVA group Deviation from the Recommendation: None other than as stated above.

2. ​Business

The Company’s business should be clearly defined in its articles of association. The Company should have clear objectives and strategies for its business within the scope of the definition of its business in its articles of association. The annual report should include the business activities clause from the articles of association and describe the Company’s objectives and principal strategies.


Paragraph 3 in the articles of association states: “The purpose of the Company is to develop, produce, project, sell and market own and purchased products, and everything connected to such activity, including participation in other companies with similar activities. The activities of the Company shall in particular be directed towards technology for farming of fish and animal.” The full articles of association are included in the Annual Report.  The strategic goals and objectives are described thoroughly in the report. 

AKVA groupDeviation from the Recommendation: None

3. Equity and dividends

The Company should have an equity capital at a level appropriate to its objectives, strategy and risk profile. The Board of Directors should establish a clear and predictable dividend policy as the basis for the proposals on dividend payments that it makes to the general meeting. The dividend policy should be disclosed. Mandates granted to the Board of Directors to increase the Company’s share capital should be restricted to defined purposes. If the Annual General Meeting is to consider mandates to the Board of Directors for the issue of shares for different purposes, each mandate should be considered separately by the meeting. Mandates granted to the Board should be limited in time to no later than the date of the next Annual General Meeting. This should also apply to mandates granted to the Board for the Company to purchase its own shares. 

At year end 2012 the Company had a consolidated equity of 325 MNOK which accounts for 48.4% of the total assets of the Company. 

 

Dividend policy:


The Company’s main objective is to maximise the value of the investment made by its shareholders through both increased share prices and dividend payments. The Company will strive to maintain an equity capital level that is appropriate for its objectives, strategy and risk profile, taking into consideration that it is operating in a cyclical industry. In view of the Company’s planned expansion of its business, the Company will regularly evaluate the timing and amount of dividend payments in light of its objectives, strategic development outlook and risk profile. Dividend payments will be subject to approval by the shareholders at the Company’s Annual General Meeting.

The dividend policy is disclosed on the Company’s website.

In order to maintain an equity capital level that is appropriate for the group's objectives, strategy and risk profile, the Board of Directors proposes to the Annual General Meeting that no dividend should be paid for 2012.

The general meeting in 2013 resolved to grant the board authorisation to increase the company's share capital by up to NOK 12 917 151 through subscriptionof new shares. The authorisation does not authorise the board to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Public Limited Liability Companies Act (Act), nor carry out a capital increase through payments in non-monetary assets, nor incur special obligations on behalf of the company as set out in section 10-2 of the Act, nor decisions on mergers pursuant to section 13-5 of the Act, and may not be used in connection with the company's option program.

The authorisation shall be in force from the date of the general meeting until the earlier of the date of the annual general meeting in 2014 and 30 June 2014. This authorisation replaces all previous authorisations to the board to increase the company's share capital. 

The general meeting in 2013 also resolved to grant the board authorisation to acquire own shares which have been fully paid in accordance with the rules of §§ 9-2 – 9-4 of the Act. For each single share which is acquired by this authorisation the price to be paid shall not exceed the ordinary stock exchange rate available on the date of purchase. This authorisation may be used one or several times. The highest nominal value of the total number of shares that may be acquired according to this authorisation is fixed at NOK 645 857 which equals about 2.5 % of the issued share capital.

Own shares may only be acquired according to this authorisation when the Company’s free equity according to the latest declared balance sheet at the time of the acquisition exceeds the compensation to be paid for the shares. Beyond that, the Board of Directors will decide the conditions for the acquisition and transfer of own shares, considering the fact that in no incidence can own shares be acquired by this authorisation beyond what is considered consistent with prudent and sound business practice, taking proper account of losses that may have occurred after the balance sheet date, or which may be expected to occur.

The authorisation is valid until the annual general meeting of 2014 however not longer than 30 June 2014. This authorisation replaced the authorisation for acquisition of own shares granted by the annual general meeting on 9 May 2012. 

AKVA groupDeviation from the Recommendation: None

4. Equal treatment of shareholders and transactions with close associates

The Company should only have one class of shares.

Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase in share capital must be justified.  Where the board of directors resolves to carry out an increase in share capital and waive the pre-emption rights of existing shareholders on the basis of a mandate granted to the board, the justification must be publicly disclosed in a stock exchange announcement issued in connection with the increase in share capital.

Any transactions the Company carries out in its own shares should be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way. If there is limited liquidity in the Company’s shares, the Company should consider other ways to ensure equal treatment of all shareholders.

In the event of any not immaterial transactions between the Company and shareholders, a shareholder´s parent company, members of the Board of Directors, executive personnel or close associates of any such parties, the Board should arrange for a valuation to be obtained from an independent third party. This will not apply if the transaction requires the approval of the general meeting pursuant to the requirements of the Public Companies Act. Independent valuations should also be arranged in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.

The Company should operate guidelines to ensure that members of the Board of Directors and executive personnel notify the Board if they have any material direct or indirect interest in any transaction entered into by the Company.

 

Class of shares


AKVA Group has only one class of shares. The Articles of association place no restriction on voting rights. All shares are treated equal. 
 

Transactions between related parties


The Company is not aware of any potential conflicts of interest between any duties to the Company of the members of the Board of Directors or the Company’s management, and their private interests or other duties. The Board is aware of facility lease agreements with companies that are controlled by shareholders of AKVA; however, these are all based on arm’s length market terms.

In order to avoid conflicts of interest, the Company has introduced guidelines pursuant to which members of the Board of Directors and the Company’s management must act. The members of the Company's Board of Directors and the Company’s management meet all these requirements.
 

Guidelines for directors and key management personell


The Corporate Code of Conduct in Section 5 – conflict of interest and integrity – discusses the topic and provides clear guidelines to all employees and management on this matter.  Furthermore the Boards Instruction in Section 7 - Disqualification and conflict of interest – provides guidelines for the Board of Directors.

AKVA groupDeviation from the Recommendation: None other than as stated above

5. Freely negotiable shares

The Company’s shares must, in principle, be freely negotiable. Therefore, no form of restriction on negotiability should be included in a Company’s articles of association.


The shares are freely negotiable.  The Articles of Association place no restrictions on negotiability.

AKVA groupDeviation from the Recommendation: None

6. General meetings

The Board of Directors should take steps to ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the Company, and that general meetings are an effective forum for the views of shareholders and the Board. 

 

​Such steps should include:

 
  • ​Making the notice calling the meeting and the support information on the resolutions to be considered at the general meeting, including the recommendations of the nomination committee, available on the Company’s website no later than 21 days prior to the date of the general meeting
  • Ensuring that the resolutions and supporting information distributed are sufficiently detailed and comprehensive to allow shareholders to form a view on all matters to be considered at the meeting
  • Setting any deadline for shareholders to give notice of their intention to attend the meeting as close to the date of the meeting as possible
  • The Board of Directors and the person chairing the meeting making appropriate arrangements for the general meeting to vote separately on each candidate nominated for election to the Company's corporate bodies
  • Ensuring that the members of the Board of Directors and the nomination committee and the auditor are present at the general meeting
  • Making arrangements to ensure an independent chairman for the general meeting
 

Shareholders who cannot attend the meeting in person should be given the opportunity to vote. The Company should:

 
  • Provide information on the procedure for representation at the meeting through a proxy
  • Nominate a person who will be available to vote on behalf of shareholders as their proxy
  • To the extent possible prepare a form for the appointment of a proxy, which allows separate voting instructions to be given for each matter to be considered by the meeting and for each of the candidates nominated for election

The annual general meeting for 2013 was held on the 14th of May, and was in all material respect carried through in accordance with item 6 in the recommendation with the following exceptions:
 
  • The company does not appoint an independent proxy to vote on behalf of shareholders. In the company's opinion the shareholder interests are duly protected through participation with a personal proxy or by awarding a proxy with voting instructions to the chairman of the meeting, the chairman of the board or any person appointed by him.
  • The general meeting was, as in previous years, chaired by the chair of the board of directors. The chair of the board of directors is independent of major shareholders and other stakeholders in the Company, and based on this and the matters on the agenda for the annual meeting it is the view of the board that the meeting was chaired in an appropriate way with due regard to the interests of all shareholders. Experience from chairing and arranging several general meetings in the Company has been good, and there are no immediate plans to change the current practice.

There have not been other general meetings in 2013.

AKVA groupDeviation from the Recommendation: None other than as stated above

7. Nomination committee

The Company should have a nomination committee, and the general meeting should elect the chairperson and members of the nomination committee and should determine the committee’s remuneration.

The nomination committee should be laid down in the Company’s articles of association. The general meeting should stipulate guidelines for the duties of the nomination committee.

The members of the nomination committee should be selected to take into account the interests of shareholders in general. The majority of the committee should be independent of the Board of Directors and the executive personnel. At least one member of the nomination committee should not be a member of the corporate assembly, committee of representatives or the Board. No more than one member of the nomination committee should be a member of the Board of Directors, and any such member should not offer himself for re-election to the board. The nomination committee should not include the Company’s chief executive or any other executive personnel.

The nomination committee’s duties are to propose candidates for election to the corporate assembly and the Board of Directors and to propose the fees to be paid to members of these bodies.

The nomination committee should justify its recommendations.

The Company should provide information on the membership of the committee and any deadlines for submitting proposals to the committee.


The Articles of Association provide for a Nomination Committee.  The Nomination Committee shall evaluate and recommend candidates for Directors elected by the shareholders as well as Directors’ remuneration, both for the Board of Directors and for the Nomination Committee itself. The Nomination Committee shall consider and recommend to the shareholders for resolution at the general meeting on the following matters:
 
  • Candidates for election as members of the Board of Directors
  • Candidates for election as members of the Nomination Committee and the Chairman of the Committee
  • The proposed remuneration of the Board of Directors and the members of the Nomination Committee
  • Any proposed amendments to the Nomination Committee Charter
  • Approve the text in the Annual report (Corporate Governance section) of the company, related to the Nomination Commitee


The Nomination Committee shall consist of three members elected by the shareholders at the general meeting. The Nomination Committee chairperson shall be a member of the Nomination Committee and shall be elected by the shareholders at the general meeting.

The nomination committee’s work is based on the Nomination Committee Charter approved by the Annual General Meeting in May 2007.
 

Composition


The current nomination committee was elected by the ordinary Annual General Meeting on 14. May 2013 and by the extraordinary General Meeting on 3. January 2014 and consists of: 
 

  • Haakon Skaarer (chair for 1 year), CEO Enonic AS
  • Eivind Helland (for 2 years), General Manager Blue Planet AS
  • Therese Log Bergjord (2 years), Managing Director Compass Group Norway 
 

None of the nomination committee members are a member of the Board of Directors. The Nomination Committee is of the opinion that the composition reflects the common interest of the community of shareholders.
 

The work of the Committee

 
The Nominating Committee has held 2 meetings since the 2012 general meeting.

AKVA groupDeviation from the Recommendation: None

8. Corporate assembly and Board of Directors: composition and independence

The composition of the corporate assembly should be determined with a view to ensuring that it represents a broad cross-section of the Company’s shareholders.

The composition of the Board of Directors should ensure that the Board can attend to the common interests of all shareholders and meets the Company’s need for expertise, capacity and diversity. Attention should be paid to ensuring that the Board can function effectively as a collegiate body.

The composition of the Board of Directors should ensure that it can operate independently of any special interests. The majority of the shareholder-elected members of the Board should be independent of the Company’s executive personnel and material business contacts. At least two of the members of the Board elected by shareholders should be independent of the Company’s main shareholder(s).

The Board of Directors should not include executive personnel. If the Board does include executive personnel, the Company should provide an explanation for this and implement consequential adjustments to the organisation of the work of the Board, including the use of Board committees to help ensure more independent preparation of matters for discussion by the Board, cf. Section 9.

The chairman of the Board of Directors should be elected by the general meeting so long as the Public Companies Act does not require that the chairman must be appointed either by the corporate assembly or by the Board of Directors as a consequence of an agreement that the Company shall not have a corporate assembly.

The term of office for members of the Board of Directors should not be longer than two years at a time.

The annual report should provide information to illustrate the expertise of the members of the Board of Directors, and information on their record of attendance at Board meetings. In addition, the annual report should identify which members are considered to be independent.

Members of the Board of Directors should be encouraged to own shares in the Company.

 

Composition of the Board of Directors


The Board of Directors consists of 8 members, and currently has the following composition: Hans Kristian Mong (Chairperson), Anne Breiby (Deputy Chairperson), Ingvald Løyning, Aino Olaisen, Frode Teigen, Tore Obrestad, Eivind Brendryen and Kjell Arne Corneliussen. The 3 latter directors have been elected by and from the employees.

Hans Kristian Mong and Frode Teigen are the largest shareholders of the Company through Egersund Group AS. The other members of the board of directors are independent of shareholders and other stakeholders. Further details of the individual directors can be found in the Annual Report.

The nomination committee’s recommendation of candidates, including the basis of the recommendation, will be appended to the notice for the annual general meeting, which will be published on the company’s website and on the Oslo Stock Exchange’s reporting site, www.newsweb.no.

AKVA groupDeviation from the Recommendation: None

9. The work of the Board of Directors

The Board of Directors should produce an annual plan for its work, with particular emphasis on objectives, strategy and implementation.

The Board of Directors should issue instructions for its own work as well as for the executive management with particular emphasis on clear internal allocation of responsibilities and duties.

In order to ensure a more independent consideration of matters of a material character in which the chairman of the Board is, or has been, personally involved, the Board's consideration of such matters should be chaired by some other member of the Board.

The Public Companies Act stipulates that large companies must have an audit committee. The entire Board of Directors should not act as the Company’s audit committee. Smaller companies should give consideration to establishing an audit committee. In addition to the legal requirements on the composition of the audit committee etc., the majority of the members of the committee should be independent.

The Board of Directors should also consider appointing a remuneration committee in order to help ensure thorough and independent preparation of matters relating to compensation paid to the executive personnel. Membership of such a committee should be restricted to members of the Board who are independent of the Company’s executive personnel.

The Board of Directors should provide details in the annual report of any Board committees appointed.

The Board of Directors should evaluate its performance and expertise annually.


Board responsibilities


The Board of Directors has the final responsibility for the organisation of the Company and supervising routine management and business activities. This involves that the Board is responsible for establishing control arrangements to secure that the Company operate in accordance with the adopted value norms and Code of Conduct as well as with the owners’ expectations of good corporate governance. The Board of Directors primarily looks after the interests of all the shareholders, but is also responsible for the Company’s other stakeholders.

The Board’s main tasks are to contribute to corporate competitiveness, and to ensure that the Company develops and adds value. Furthermore the Board of Directors shall contribute in the shaping of and in the implementation of the Company’s strategy, employ the necessary control functions and in other ways ensure that the Company is well operated and organised. The Board sets the objectives for financial structure and adopts the Company’s plans and budgets. Items of major strategic or financial importance for the Company are handled by the Board. The Board hires the CEO, defines his or her work instructions and authority and sets his or her wages. The Board produces each year an annual plan for its work as recommended.
 

Instructions to the Board of Directors


The Board’s instructions were approved by the Board in a board meeting on 21 September 2006. The instructions cover the following points: Composition of the Board, the Board’s duties, day-to-day management, Board meetings - conveyance and related issues, the Board’s decisions, Board minutes, disqualification and conflict of interest, confidentiality obligation, convening general meetings, insider rules and ethical guidelines for conduct of business.

The Board of Directors can decide to deviate from instructions in certain cases.


Financial Reporting


The Board of Directors receives regular financial reports on the Company’s economic and financial status.


Audit Committee


In accordance with section 6-41 of the Act AKVA has an established Audit Committee, consisting of Anne Breiby (chair) and Hans Kristian Mong. The group CFO acts as the secretary of the committee. The mandate and work of the audit committee is described in further detail under item 10 below.

2011 was the first full functional year for the Audit committee. 6 meetings were held in the committee during 2012.  
 

The Compensation Committee


The Charter for the compensation committee was approved by the Board in a Board meeting on 21 September, 2006. The Committee’s tasks revolve around the CEO’s terms of employment and the remuneration of the executive management including wage levels, bonus systems, options schemes, pension schemes, employment contracts etc. The Committee forwards recommendations to the Board of Directors for final approval.

The current members are Aino Olaisen (Chair) and Ingvald Løyning. The Chairperson of the Board generally also participates in the meetings. The Committee had 1 meeting since the 2012 general meeting.  The Compensation committee charter is available on www.akvagroup.com.
 

The Board’s self-evaluation


The Board completes a self-evaluation annually in terms of efficiency, competence and the Board’s duties in general. The evaluation is made available for the Nomination Committee. 

AKVA groupDeviation from the Recommendation: None

10. Risk management and internal control

The Board of Directors must ensure that the Company has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the Company’s activities. Internal control and the systems should also encompass the Company’s corporate values, ethical guidelines and guidelines for corporate social responsibility.

The Board of Directors should carry out an annual review of the Company’s most important areas of exposure to risk and its internal control arrangements.


The Board of Directors and internal control


The board ensures that the company has appropriate internal control procedures and appropriate risk management systems tailored to its business.
Managing operational risk primarily takes place within the operational subsidiaries, but with AKVA as an active driving force through its positions in the boards of the subsidiaries. Generally, the subsidiaries have established adequate practices for such risk management.

The AKVA group is exposed to currency, interest rate, and market risk, as well as credit risk and operational risk.

Financial guidelines in AKVA ensure the monitoring of financial risk. Management of exposure in financial markets, including currency, interest rate and counterparty risk, is emphasised in the company’s governing documents.

Further details on these principles are provided in note 18 to the group's financial statements and note 19 to the parent company's financial statements.

The company has developed an authority matrix which is included in its governing documents.

Management regularly presents performance reports that are sent for review of the Board. The quarterly financial statements are subject to review in Board meetings. 
 

The Board’s work plan


The Board of Directors has established an annual work plan that includes an annual review of compliance of external and internal laws and regulations, risk and the HSE-situation, financial risks and identification of risk related to the strategic goals and risk handling. By carrying out the established work plan, the Board controls that the Company has sound internal control and systems for risk management for the Company’s activities, including systems suitable for controlling the compliance with the Company’s corporate values and ethical guidelines. The guidelines for corporate social responsibility will be included in the same work when defined.   
 

Audit Committee


The mandate of the committee is to monitor and evaluate the group’s financial reporting, including to evaluate substantial accounting issues, accounting principles and procedures applied by the group in its financial reporting to Oslo Stock Exchange. The committee is to evaluate the work of the group’s external auditor, including the auditor’s independence from management and compliance with rules and regulations in regards to services beyond financial audit. The committee also discusses the scope of the audit with the external auditor as well as evaluates reports from the auditor to the Board of Directors and management of the group. The Audit Committee nominates external auditor for the group as well as propose compensation for the external auditor to the Board of Directors.

The Audit Committee is also monitoring the groups internal control systems, including managements operational and financial risk management. 

The Audit Committee is free to address any other issue it finds necessary to fulfill its mandate.  

AKVA groupDeviation from the Recommendation: None other than as stated above

11. Remuneration of the Board of Directors

The remuneration of the Board of Directors should reflect the Board’s responsibility, expertise, time commitment and the complexity of the Company’s activities.

The remuneration of the Board of Directors should not be linked to the Company’s performance. The Company should not grant share options to members of its Board.

Members of the Board of Directors and/or companies with which they are associated should not take on specific assignments for the Company in addition to their appointment as a member of the Board. If they do nonetheless take on such assignments this should be disclosed to the full Board. The remuneration for such additional duties should be approved by the Board.

Any remuneration in addition to normal directors’ fees should be specifically identified in the annual report.


It is the Board’s opinion that the size of the remuneration of the Board of Directors is in compliance with the criteria in the recommendation concerning the Board’s responsibility, expertise etc.

Furthermore, the following applies to  the remuneration:
 

  • The remuneration is not linked to the Company’s performance, and the Board members are not granted share options
  • None of the Board members and/or companies with which they are associated, have taken on specific assignments for the Company in addition to their appointment as a member of the Board.

AKVA groupDeviation from the Recommendation: None

12. Remuneration of the executive management

The Board of Directors is required by law to prepare guidelines for the remuneration of the executive personnel. These guidelines are communicated to the Annual General Meeting.

The guidelines for the remuneration of the executive personnel should set out the main principles applied in determining the salary and other remuneration of the executive personnel. The guidelines should help to ensure convergence of the financial interests of the executive personnel and the shareholders.

Performance-related remuneration of the executive personnel in the form of share options, bonus programmes or the like should be linked to value creation for shareholders or the Company's earnings performance over time. Such arrangements, including share option arrangements, should be an incentive to good performance and be based on quantifiable factors over which the employee in question can have influence. Performance-related remuneration should be subject to an absolute limit.


Guidelines and terms


The Board of Directors and th Compensation Committee has the responsibility to establish guidelines and recommendations with regards to the remuneration of the CEO and the executive management. Each year the Committee undertakes a thorough review of the remuneration and other salary to the CEO and the executive Management. The review is based upon market sampling of similar positions. The structure and level of the remuneration and incentive system for the CEO and the executive management is determined by the Board of Directors. The fixed remuneration and performance-based remuneration - including option scheme to the executive management and the Board of Directors - is described in the notes to the annual accounts.

In accordance with the Act, the guidelines are communicated to the Annual General Meeting.

AKVA groupDeviation from the Recommendation: None

13. Information and communications

The Board of Directors should establish guidelines for the Company’s reporting of financial and other information based on openness and taking into account the requirement for equal treatment of all participants in the securities market.

The Company should publish an overview each year of the dates for major events such as its Annual General Meeting, publication of interim reports, public presentations, dividend payment date if appropriate etc.

All information distributed to the Company’s shareholders should be published on the Company’s web site at the same time as it is sent to shareholders.

The Board of Directors should establish guidelines for the Company’s contact with shareholders other than through general meetings

 

Annual and periodic accounts


The Company normally presents provisional annual accounts in late February. Complete financial statements, the Directors’ Report and the annual report are sent to the shareholders and other stakeholders in April/May. Further to this the Company presents its accounts on a quarterly basis. The Financial calendar is published on the Company’s website. All shareholders are treated equally as a matter of course.
 

Other market information


Open investor presentations are conducted in connection with the Company’s quarterly reports. The quarterly presentation is also made available on the groups website.

In the quarterly report the CEO reviews the result for the past period and comments on the development for the various products and market segments. Furthermore the CEO provides a summary of the market outlook and prospects for the near future. The CFO also participates in these presentations. Further to this the CEO and CFO maintains a dialog with and makes presentations to analysts and investors.

The Company considers it essential to keep owners and investors informed about its economic and financial development. Importance is also attached to securing that the same information is released to the whole market at the same time.

AKVA groupDeviation from the Recommendation: None

14. Take-overs

The Board of Directors should establish guiding principles for how it will act in the event of a take-over bid.

In a bid situation, the company´s Board of Directors and management have an independent responsibility to help ensure that shareholders are treated equally, and that the Company’s business activities are not disrupted unnecessarily. The Board has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer.

The Board of Directors should not seek to hinder or obstruct take-over bids for the Company’s activities or shares. 

Agreements entered into between the company and the bidder that are material to the market's evaluation of the bid should be publicly disclosed no later than at the same time as the announcement that the bid will be made is published. 

In the event of a take-over bid for the Company’s shares, the Company’s Board of Directors should not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting following the announcement of the bid.

If an offer is made for a Company’s shares, the Company’s Board of Directors should issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board’s statement on the offer should make it clear whether the views expressed are unanimous, and if this is not the case it should explain the basis on which specific members of the Board have excluded themselves from the Board’s statement.

The Board should arrange a valuation from an independent expert. The valuation should include an explanation, and should be made public no later than at the time of the public disclosure of the board´s statement.

Any transaction that is in effect a disposal of the Company’s activities should be decided by a general meeting, except in cases where such decisions are required by law to be decided by the corporate assembly.


The Board of Directors has established guidelines in the event of an offer for all or a substantial majority of the shares in AKVA is made. The guidelines for such take-over bids are published on the Company’s web pages. 

AKVA groupDeviation from the Recommendation: None.

15. Auditor

The auditor should submit the main features of the plan for the audit of the Company to the audit committee annually.

The auditor should participate in meetings of the Board of Directors that deal with the annual accounts. At these meetings the auditor should review any material changes in the Company’s accounting principles, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the executive management of the Company.

The auditor should at least once a year present to the audit committee a review of the Company’s internal control procedures, including identified weaknesses and proposals for improvement.

The Board of Directors should hold a meeting with the auditor at least once a year at which neither the chief executive nor any other member of the executive management is present.

The Board of Directors should establish guidelines in respect of the use of the auditor by the Company’s executive management for services other than the audit.

The Board of Directors must report the remuneration paid to the auditor at the Annual General Meeting, including details of the fee paid for audit work and any fees paid for other specific assignments.


An outline of the work planned by the Auditor is presented to the Audit committee every year. The Auditor is always present during the Board’s discussion of the annual accounts. At this meeting the Board is briefed on the annual accounts and any other issues of particular concern to the Auditor. Part of the meeting is also executed without the presence of the CEO or other executive management. The Chairman of the Board also has an annual separate meeting with the Auditor.

AKVA groupDeviation from the Recommendation: None.

16. Management and internal procedures

This point is not covered by the Corporate Governance Recommendation

 

CEO


The CEO is in charge of the routine management of the business, including responsibility for the Company being organised, run and further developed in accordance with legislation, the Articles of Association and decisions taken by the Board of Directors and the Annual General Meeting.
 

Executive Management


The executive management consists of 6 individuals. In addition to the Chief Executive Officer, the executive management consists of the Chief Financial Officer, the Chief Operating Officer Americas, the Chief Operating Officer  Nordic, the Chief Operating Officer Exports and the Chief Operating Officer Technology and Software.

The Corporate Managers meet monthly with a fixed agenda in addition to fixed weekly meetings and day-to-day contact on an operational basis and a number of other scheduled meetings and business reviews through the year.
 

Evaluations


Corporate Management evaluates its own work and working methods annually. The evaluation is submitted to the Boards Compensation Committee, and a condensed version of this is presented to the Board of Directors.
 

Intra-Group Boards


The Group’s subsidiaries have their own Board of Directors, staffed by in-house managers.
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