About the board of directors

Bullet

The Company’s Board of Directors has the overall responsibility for corporate governance in Noreco.

The Board: Composition and Independence

The board is organised in accordance with the PLCA and the Articles of Association, and the board currently exists of three members, of which one is female.

The chairman of the Board is elected by the General Meeting.

The directors are elected for a two-year period, cf. PLCA section 6-6, unless the General Meeting decides otherwise. This period of service is not deviated in Noreco’s Articles of Association.

All the directors elected by the shareholders have a wide experience and represent both industry specific and professional expertise from national and international companies. Further information on each director is available on http://www.noreco.com/en/About-us/Board-of-directors/.

The work of the Board

In 2015 the Board held 41 board meetings. During 2015, an average of four directors participated in the board meetings.

The Board has the overall and ultimate responsibility for the management of Noreco and for supervising its day-to-day management and activities in general.

Their main duties are to develop Noreco’s strategy and monitor its implementation. The Board also exercises supervision responsibilities to ensure that the Company manages its business and assets in a prudent and satisfactory manner, and that an appropriate level of internal control and risk management systems is upheld.

In accordance with the provisions of the PLCA, the terms of reference for the Board are set out in a formal mandate that includes specific rules on the work of the board and decision-making. The chairman of the Board is responsible for ensuring that the work of the Board is carried out in an effective and proper manner in accordance with the relevant legislation.

The Board prepares annually a work plan for the upcoming year especially emphasizing their objectives, strategies and implementation.

The Board issues a mandate for the work of the Group CEO. The Group CEO is responsible for the operational management of the Group and reports to the Board on a regular basis.

The Board is informed of Noreco’s financial position and ensures adequate control of the Company’s activities, accounts and asset management. The Board receives monthly reports on the Company’s commercial and financial status. Noreco also follows the timetable laid down by the Oslo Stock Exchange concerning publication of interim and annual reports.

The board has established an audit committee consisting of members elected by and among the board. Silje Augustson is currently the only member of the committee. In addition, Noreco’s CFO and the group finance manager attends the audit committee meetings. The board has resolved a charter stating the purpose and responsibilities of the committee.

According to the audit committee charter, the audit committee shall, inter alia, act as preparatory body in connection with the supervisory role of the Board with respect to financial control and review and external audit of Noreco’s financial statements and propose to the Board, who then propose to the General Meeting, the election of the independent auditor of Noreco.

Further, a remuneration and corporate governance committee has been established. The committee consists of two members elected by and among the Board and the committee’s purpose and responsibilities are stated in a charter approved by the Board. Julien Balkany and Riulf Rustad are presently the members of the committee.

The remuneration and corporate governance committee charter states, inter alia, that the remuneration and corporate governance committee shall act as preparatory body in connection with the supervisory role of the Board with respect to remuneration compensation and other benefits of Noreco’s CEO and other senior executives and make proposals for long-term incentive schemes applicable to Noreco’s CEO and other senior executives.

The Board carries out an annual evaluation of its own work, competence and performance. A similar evaluation of the CEO is also carried out annually. Further, the Board carries out an annual risk- and internal control review evaluating inter alia Noreco’s reporting routines, monitoring, internal audit functions and the Company’s ability to cope with a variety of potential changes.

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.

Remuneration of the Board

The Nomination Committee proposes the remuneration of the directors. The General Meeting approves the remuneration to the directors and reflects the responsibility, qualifications, time commitment and the complexity of their tasks and Noreco in general. The remuneration of the directors is not linked to Noreco’s performance. Noreco has not granted share options to the directors elected by the shareholders. The remuneration to the directors is included in the notes to the annual accounts.