AKVA group ASA's objetive 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 Norwegian Code of Practice for Corporate Governance, last revised by the Norwegian Corporate Governance Board (the "NCGB"
) on 17 October 2018 (the "Code"
; which recommendations are highlighted in blue text below), the board of directors (the "Board"
) of AKVA group ASA ("AKVA group"
or the "Company"
, and together with its subsidiaries the "Group"
) 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' 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 the Code of Practice, the company must provide an explanation of the reason for the deviation and what solution it has selected.
The board of AKVA group has defined guidelines to ensure that the Company has good corporate governance to, inter alia, support achievement of the Company's core objectives on behalf of its shareholders and to create a strong, sustainable company. The Board believes that good corporate governance involves openness and a trustful cooperation between all parties involved in and with the Group: The shareholders, the Board and the management, employees, customers, suppliers, public authorities and the society in general.
By pursuing the principles of corporate governance, approved by the Board, the Board and management shall contribute to achieving the following objectives:
- Openness and honesty. Communication with the interest groups of AKVA group shall be based on openness and honesty on issues relevant for the evaluation of the development and position of the Company.
- Independence. The relationship between the Board, the management and the shareholders shall be based on independence. Independence shall ensure that decisions are made on an unbiased and neutral basis.
- Equal treatment. AKVA group has equal treatment and equal rights for all shareholders as one of its primary objectives.
- Control and management. Good control and corporate governance mechanisms shall contribute to predictability and reduce the level of risks for shareholders and other interest groups.
The development of, and improvements in, AKVA group's corporate governance principles are considered by the Board as ongoing and important processes.
The individual recommendations in the Code are discussed below. The Code and its recommendations are available on the NCGB website, https://nues.no/. To a large extent AKVA group’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.
Deviation from the Recommendation:
The company’s articles of association should clearly describe the business that the company shall operate.
The board of directors should define clear objectives, strategies and risk profiles for the company's business activities such that the company creates value for shareholders. The company should have guidelines for how it integrates considerations related to its stakeholders into its value creation. The board of directors should evaluate these objectives, strategies and risk profiles at least yearly.
The operations of AKVA group shall be in compliance with the business objective as set forth in paragraph 3 of the Company’s articles of association (the "Articles of Association"
) which reads as follows:
“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 animals.”
The full Articles of Association are included in the annual report. The Company’s strategic goals and objectives are described thoroughly in the report.
The Board has defined clear objectives, strategies and risk profiles for the Company's business activities to ensure that the Company creates value for shareholders. These objectives, strategies and risk profiles are evaluated by the Board yearly.
The Company has established guidelines and a Code of Conduct addressing corporate social responsibility, including matters that relate to human rights, employee rights and social matters, the external environment, the prevention of corruption, the working environment, equal treatment, discrimination, and environmental impact, as well as setting out defined values upon which the Company should base its activities. These are reviewed on a yearly basis and are included in the annual report pursuant to the Norwegian Accounting Act.
Deviation from the Recommendation:
3. Equity and dividends
The board of directors should ensure that the company has a capital structure that is appropriate to the company's objective, strategy and risk profile.
The board of directors should establish and disclose a clear and predictable dividend policy.
The background to any proposal for the board of directors to be given a mandate to approve the distribution of dividends should be explained.
Mandates granted to the board of directors to increase the company’s share capital or to purchase own
shares should be intended for a defined purpose. Such mandates should be limited in time to no later
than the date of the next annual general meeting.
At year end 2019 AKVA group had a consolidated equity of MNOK 991 which accounts for 33% of the total consolidated assets of the Company. The view of the Board is that the above stated equity capital level is appropriate in consideration of the Company’s objectives, strategy and risk profile.
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 aims to give the shareholders a competitive return on investment by a combination of cash dividend and share price increase. The Company’s dividend policy shall be stable and predictable.
When deciding the dividend the Board will take into consideration expected cash flow, capital expenditure plans, financing requirements/compliance, appropriate financial flexibility, and the level of net interest bearing debt. The Company needs to be in compliance with all legal requirements to pay dividend.
The Company will target to pay dividend twice a year.
The dividend policy has been established by the Board and is disclosed on the Company’s website.
AKVA group paid a dividend of NOK 1.75 per share in 2019, in total NOK 58,136,235.
In order to enable the Company to maintain the dividend policy, the Board will propose that the Annual General Meeting to be held in May 2020 authorizes the Board pursuant to the Norwegian Public Limited Liability Companies Act (the "Public Companies Act"
or the "Act"
) § 8-2(2) to approve the distribution of dividends based on the Company’s annual accounts for 2019. The proposed authority may be used to approve the distribution of dividends up to an aggregate amount of NOK 100,000,000. The authorization shall, if adopted by the Annual General Meeting, be in force from the date of the general meeting until the earlier of the time of the Annual General Meeting in 2021 and 30 June 2021.
The general meeting held on 9 May 2019 resolved to grant the Board an authorization to increase the Company’s share capital by up to NOK 2,583,430 through subscription of new shares. The authorization is in force until the earlier of the date of the Annual General Meeting in 2020 and 30 June 2020 and replaced all previous Board authorizations to increase the Company’s share capital. The authorization does not authorize the Board to (i) waive the pre-emptive right of shareholders pursuant to section 10-4 of the Act; (ii) carry out a capital increase by contribution in kind, (iii) incur any special obligations on behalf of the Company, cf. section 10-2 of the Act, (iv) decide on mergers pursuant to section 13-5 of the Act, or (v) use the authorization in connection with the Company’s option program.
The Board proposed that the Annual General Meeting to be held in May 2020 repeats the authorization granted to the Board in 2019 with a limitation corresponding to 10% of authorized share capital, but so that the Board is not authorized to waive the pre-emptive right of shareholders pursuant to section 10-4 of the Act, nor carry out a capital increase by contribution in kind, nor incur special obligations on behalf of the Company, cf. section 10-2 of the Act, and nor decide on mergers pursuant to section 13-5 of the Act, and so that the authorization may not be used in connection with the Company’s option program. The new authorization shall, if adopted by the Annual General Meeting, expire at the earliest on the date of the Annual General Meeting in 2021 and 30 June 2021. It is further proposed that the new authorization shall replace all previous authorizations to the Board to increase the Company’s share capital.
The general meeting in 2019 also resolved to grant the Board authorization to acquire own shares which have been fully paid in accordance with the rules of §§ 9-2 – 9-4 of the Act. The shares to be acquired under this authorization shall not be acquired at a higher value than market terms on a regulated market where the shares are traded. This authorization may be used one or several times. The aggregate maximum face value of the shares which the Company may acquire pursuant to this authorization is NOK 645,857, which equalled approximately 2.5% of the Company’s share capital.
Acquisitions of shares pursuant to this authorization may only take place if the Company’s distributable reserves according to the most recent balance sheet exceed the purchase price for the shares to be acquired. The Board is free to determine how the Company’s own shares will be acquired and sold, provided that an acquisition under this authorization must be in accordance with prudent and good business practice, with due consideration to losses which may have occurred after the balance-sheet date or to expected such losses.
The authorization is valid until the earlier of the date of Annual General Meeting of 2020 and 30 June 2020. This authorization replaced the authorization for acquisition of own shares granted by the Annual General Meeting on 9 May 2019.
The Board has proposed that the Annual General Meeting to be held in May 2020 repeats the authorization granted to the Board in 2019 to acquire own shares of a maximum face value of NOK 833,358 (equal to approximately 2.5%), and that the new mandate shall expire at the earliest of the Annual General Meeting in 2021 and 30 June 2021. It is further proposed that the new authorization shall replace all previous authorizations to the Board to purchase own shares.
Deviation from the Recommendation:
The Board authorizations granted by the Annual General Meeting in 2019 to increase the share capital and to acquire own shares respectively are not limited to defined purposes. The same applies to the Board authorizations to be proposed to the Annual General Meeting in 2020. The Board however believes that it is in the best interest of the Company that the Board has flexibility to use the authorizations as considered necessary and advantageous from time to time at the Board's discretion, always considering the interests of the Company's shareholders and other stakeholders.
4. Equal treatment of shareholders and transactions with close associates
Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the event of an increase in share capital should 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 should 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.
Pre-emptive rights and transactions in own shares
If the proposed Board authorization to increase the share capital referred to above is approved by the Annual General Meeting in 2020, the Board is not authorized to waive the shareholder's pre-emptive rights in connection with a share capital increase under the authorization.
In the event the Board would propose to the general meeting that the pre-emptive rights of shareholders should be waived, this proposal will be justified in the notice of the general meeting and disclosed in a stock exchange notice in connection with the capital increase.
Any transactions carried out by the Company in its own shares will be carried out either on the Oslo Stock Exchange or at prevailing stock market prices. In situations with limited liquidity in the Company’s shares, the Board will consider alternative means to ensure the equal treatment of shareholders.
Transactions between related parties
The Company is not aware of any potential conflicts of interest between the duties owed to the Company by the members of the Board or the Company’s management, and their private interests or other duties. The Company is party to facility lease agreements with companies that are controlled by shareholders of AKVA group; however, these are all based on arm’s length market terms.
In order to avoid conflicts of interest, the Company has guidelines pursuant to which the members of the Board and the company’s management must act.
Deviation from the Recommendation: None other than as stated above.
5. Shares and negotiability
The company should not limit any party's ability to own, trade or vote for shares in the company.
The company should provide an account of any restrictions on owning, trading or voting for shares in the company.
The Company's shares are freely negotiable. The Articles of Association place no restrictions on negotiability.
Deviation from the Recommendation: None.
6. General meetings
The board of directors should ensure that the company's shareholders can participate in the general meeting.
The board of directors should ensure that:
- the resolutions and supporting information distributed are sufficiently detailed, comprehensive and specific to allow shareholders to form a view on all matters to be considered at the meeting
- any deadline for shareholders to give notice of their intention to attend the meeting is set as close to the date of the meeting as possible
- the members of the board of directors and the chairman of the nomination committee are present at the general meeting
- the general meeting is able to elect an independent chairman for the general meeting
- Shareholders should be able to vote on each individual matter, including on each individual candidate nominated for election. Shareholders who cannot attend the meeting in person should be given the opportunity to vote. The company should design the form for the appointment of a proxy to make voting on each individual matter possible and should nominate a person who can act as a proxy for shareholders
The Annual General Meeting in 2019 was in all material respect carried out in accordance with recommendation no. 6 of the Code 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 granting a proxy with voting instructions to the chairman of the meeting, the chairman of the Board or any person appointed by him
- The recommendations of the nomination committee had not been finalised on the date of the notice calling the Annual General Meeting, and were made public 15 days prior to the date of the Annual General Meeting
- The agenda and proxy form for the Annual General Meeting did not open up for voting in individual candidates for the Board. The nomination committee made a recommendation for a board composition reflecting several criteria, where inter alia stakeholder interests, independence, competence and experience have been weighed to provide a representative and skilled board. This would not be possible to achieve with separate voting for individual candidates
The Annual General Meeting in 2019 was chaired by an independent chairman. It is the intention of the Board to nominate an independent chairman also for future general meetings.
Deviation from the Recommendation:
None other than as stated above.
7. Nomination committee
The company should have a nomination committee, and 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, elect the chairperson and members of the nomination committee, and determine the committee’s remuneration.
The nomination committee should have contact with shareholders, the board of directors and the company’s executive personnel as part of its work on proposing candidates for election to the board.
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. 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 should be to propose candidates for election to the board of directors and nomination committee (and corporate assembly where appropriate) and to propose the fees to be paid to members of these bodies.
The nomination committee should justify why it is proposing each candidate separately.
The company should provide information on the membership of the committee and any deadlines for proposing candidates.
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 and for the nomination committee itself. The nomination committee shall consider and recommend resolutions at the general meeting on the following matters:
- Candidates for election as members of the Board
- Candidates for election as members of the nomination committee and the chairman of the committee
- The proposed remuneration of the Board and the members of the nomination committee
- Any proposed amendments to the nomination committee CharterApprove the text in the annual report (Corporate Governance section) of the Company, related to the nomination committee
- Approve the text in the annual report (Corporate Governance section) of the Company, related to the nomination committe
The nomination committee shall consist of three members elected by the general meeting. The general meeting also elects the chairperson of the nomination committee.
The nomination committee’s work is based on the nomination committee Charter approved by the Annual General Meeting in May 2007, which includes appropriate arrangements for shareholders to submit proposals to the committee for candidates for election.
The current nomination committee was elected by the ordinary Annual General Meeting on 9 May 2019 and consists of:
- Eivind Helland, (chair, for 2 years) General Manager, Blue Planet AS
- Bjørnar Mikalsen (for 2 years), Head of Sales, Skretting Nord
- Ingvald Fardal (for 2 years), MsC Business Administration
None of the nomination committee members are members of the Board.
The nomination committee is of the opinion that the composition reflects the common interest of all the company’s shareholders.
The work of the committee
The nominating committee has held 4 meetings since the Annual General Meeting in 2019.
Deviation from the Recommendation:
8. Board of directors: composition and independence
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 general meeting (or the corporate assembly where appropriate) should elect the chairman of the board of directors.
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
According to the Articles of Association, the Board shall consist of four to ten members. The Board currently consists of the following 7 members: Hans Kristian Mong (Chairperson), Anne Breiby (Deputy Chairperson), Anthony James, Kristin Reitan Husebø, Odd Jan Haaland, Hanne Cecilie Pettersen and John Morten Kristiansen. The 3 latter directors have been elected by and from the employees. Knut Nesse was briefly a member and chairperson of the Board before stepping down to become interim and later permanent CEO in Q4 2019.
All of the shareholder-elected members of the Board are independent from executive management and material business contacts. Three of the shareholder-elected members of the Board are independent from the main shareholders of the Company. The Board elects the chair and the deputy chair. All the members of the Board are generally encouraged to own shares in the Company.
Hans Kristian Mong represents the largest shareholder of the Company, Egersund Group AS. Anthony James represents Wheatsheaf Investments Ltd, the second largest shareholder of the Company. The other members of the Board 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.
Deviation from the Recommendation: None other than as stated above regarding the Board's competence to elect the chairman of the Board.
9. The work of the Board of Directors
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.
The board of directors should ensure that members of the board of directors and executive personnel make the company aware of any material interests that they may have in items to be considered by the board of directors.
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.
The Board has the final responsibility for the management and 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 operates in accordance with the adopted values and the Code of Conduct as well as with shareholders’ expectations of good corporate governance. The Board primarily looks after the interests of all the shareholders but is also responsible for the Company’s other stakeholders.
The Board’s main task is to ensure that the Company develops and creates value. Furthermore, the Board shall contribute to the shaping of and implementation of the Group’s strategy, ensure appropriate supervision and control of management and in other ways ensure that the Group is well operated and organised. The Board sets the objectives for the financial performance and adopts the Company’s plans and budgets. Items of major strategic or financial importance for the Group are the responsibility of the Board. The Board appoints the CEO, defines his or her work description and authority and sets his or her salary and other compensation. The Board each year produces an annual plan for its work as recommended.
Instructions to the Board
The latest version of the Board’s instructions was approved by the Board in a board meeting on 10 April 2014. The instructions cover the following points: Composition of the Board, the Board’s duties, day-to-day management, calling of Board meetings 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 can decide to deviate from instructions in certain cases. The members of the Board shall pursuant to the instruction to the Board make the Company aware of any material interests that they may have in items to be considered by the Board.
The Board receives regular financial reports on the Group’s economic and financial status.
In accordance with section 6-41 of the Act, AKVA group has established an audit committee, consisting of Anne Breiby (Chair) and Anthony James. 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.
The audit committee has been operating since 2011. 6 meetings were held in the committee during 2019.
The remuneration committee
The Company has established a remuneration committee, and the current Charter for the remuneration 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 salary levels, bonus systems, options schemes, pension schemes, employment contracts etc. The committee submits recommendations to the Board for final approval.
The current members are Hans Kristian Mong (Chair) and Kristin Reitan Husebø. The committee has had 1 meeting since the 2019 Annual General Meeting.
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.
Deviation 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 guidelines etc. for how it integrates considerations related to stakeholders into its creation of value.
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 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 the Company’s management 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 Group is exposed to currency, interest rate, and market risk, as well as credit risk and operational risk.
The Group has implemented a quality control system which further reduces operational risk. AKVA group ASA became ISO 9001:2008 certified as of December 2014.
The Groups' financial guidelines 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 16 to the Group's financial statements and AKVA group’s financial statements.
The Group has developed an authority matrix which is included in its governing documents.
Management regularly prepares performance reports that are reviewed by the Board. The interim financial statements are subject to review in board meetings.
The Board’s work plan
The Board 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 guidelines for how it integrates considerations related to stakeholders into its creation of value.
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 the 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 regard 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 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.
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 fulfil its mandate.
Deviation from the Recommendation: None.
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 is in compliance with the criteria in the recommendation concerning inter alia the Board’s responsibility and expertise.
Furthermore, the following applies to the remuneration:
Deviation from the Recommendation:
- 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.
- The remuneration of the Board is proposed to the general meeting by the nomination committee
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 board of director’s statement on the remuneration of executive personnel should be a separate appendix to the agenda for the general meeting. It should also be clear which aspects of the guidelines are advisory and which, if any, are binding. The general meeting should vote separately on each of these aspects of the guidelines.
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 main principles for the Company’s executive personnel remuneration policy is that the basic salary shall promote value creation in the Company and contribute to common interests between shareholders and executive personnel. The basic salary shall not be of a type or size that may negatively affect the Company’s reputation.
As the industry leader in our sector, AKVA group is dependent on being able to offer salaries that enable AKVA to recruit the most able managers. It is the Board’s policy to employ the most competent managers by offering compensation packages that are competitive with those offered in other similar industries and in the international market.
The Board has established a remuneration committee, which shall make recommendations to the Board with respect to the remuneration of the Company's CEO and other executive personnel.
The Board and the remuneration committee have the responsibility to establish guidelines and recommendations with regards to the remuneration of the CEO and the executive management. Each year the compensation 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. The fixed remuneration and performance-based remuneration is described in the notes to the annual accounts.
The total remuneration to the CEO and other members of the executive management consists of base salary, variable salary, benefits in kind and pension schemes. Performance-related remuneration of the executive management in the form of bonus programmes, share-based incentives or similar shall be linked to value creation in the Company over time. Such arrangements shall incentivise performance and be based on quantifiable factors that the employee may influence. As recommended in the Code, the performance-related remuneration is capped by being limited to a certain fraction of recipients' annual salary. Share based incentive schemes are limited by a maximum number of shares in the Company that can be allocated.
In accordance with the Public Companies Act and the Code, the guidelines for the remuneration of the CEO and the executive management are made available on the Company's website and communicated in the notes to the annual accounts.
Deviation from the Recommendation:
None other than as stated above.
13. Information and communications routine
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 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. The complete annual report including annual financial statements and the Directors’ report is sent to all shareholders and other stakeholders in March/April and presented at the Annual General Meeting. The company also makes its interim accounts publicly available through the Oslo Stock Exchange publication system, as well as through presentations that are open to the public. The Company’s financial calendar is published on the Company’s website and through the Oslo Stock Exchange publication system. All shareholders have equal access to financial and other material company information.
Other market information
Public presentations are conducted in connection with the Company’s interim reports. The interim presentation is also made available on the Company’s website and through the Oslo Stock Exchange publication system.
In the interim 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 short term future prospects. The CFO also participates in these presentations. The CEO and CFO also maintain a dialog with and make regular presentations to analysts and potential investors.
The Company considers it essential to keep shareholders and potential investors informed about its economic and financial development. Significant importance is also attached to securing that the same information is released to the whole market at the same time. From time to time the Company will prepare an updated company presentation which is made available on the Company’s website, http://ir.akvagroup.com/investor-relations/financial-info-/other-presentations-and-reports.
Deviation from the Recommendation:
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 hinder or obstruct take-over bids for the company’s activities or shares.
Any agreement with the bidder that acts to limit the company’s ability to arrange other bids for the company’s shares should only be entered into where it is self-evident that such an agreement is in the common interest of the company and its shareholders. This provision shall also apply to any agreement on the payment of financial compensation to the bidder if the bid does not proceed. Any financial compensation should be limited to the costs the bidder has incurred in making the bid.
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 (or the corporate assembly where relevant).
The Board has established guidelines in the event of an offer for all or a substantial majority of the shares in AKVA group is made.
In the event of a take-over bid for the shares in the Company, the Board shall ensure that shareholders in the Company are treated equally, and that the Company’s business activities are not disrupted unnecessarily. The Board shall ensure that shareholders are given sufficient information and time to form a view of the offer. The Board shall not seek to prevent or obstruct take-over bids for the Company’s business or shares unless there are particular reasons to do so.
Any agreement with a bidder for the shares of the Company that acts to limit the Company’s ability to arrange other bids for the Company’s shares should only be entered into where such an agreement clearly is in the common interest of the Company and the shareholders. This provision shall also apply to any agreement on the payment of financial compensation to a bidder if the bid does not proceed.
In the event of a take-over bid for the Company’s shares, the Board shall not exercise authorizations or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting subsequent to the announcement of the bid.
If an offer is made for the shares in the Company, the Board shall issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board's statement on a bid shall make it clear whether the views expressed are unanimous, and if this is not the case it shall explain the basis on which specific members of the board have excluded themselves from the board's statement. Before issuing its final statement, the board shall arrange for an evaluation of the financial aspects of the bid from an independent expert. The evaluation shall include an explanation and shall be made public no later than at the time the Board's statement is made public.
Deviation from the Recommendation:
The board of directors should ensure that the auditor submits the main features of the plan for the audit of the company to the audit committee annually.
The board of directors should invite the auditor to meetings that deal with the annual accounts. At these meetings the auditor should report on any material changes in the company’s accounting principles and key aspects of the audit, 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 board of directors should at least once a year review the company’s internal control procedures with the auditor, including weaknesses identified by the auditor and proposals for improvement.
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.
An outline of the work planned by the auditor is presented to the Company's audit committee each year. The auditor is always invited to be 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 and other executive management. The board has implemented guidelines in respect of use of the auditor by the executive management for services other than the audit.
Deviation from the Recommendation: