NOMINATION COMMITTEE GUIDELINES
Adopted by the General Meeting on 28 April 2011.
Pursuant to § 7 of the Articles of Association of Norwegian Energy Company ASA (“Noreco” or the
“Company”), the duties of the Nomination Committee is to prepare a motion for the Annual General
Meeting in relation to;
- Election of members of the Board of Directors and the chairperson of the Board of Directors.
- Election of the members of the Nomination Committee and the chairperson of the committee.
- The remuneration of the directors and the members of the Nomination Committee.
- Any amendments of the Nomination Committee’s Mandate and Charter.
2 COMPOSITION, ELECTION AND REMUNERATION
The Nomination Committee is composed and elected as set out in Noreco’s Articles of Association § 7.
The chairperson and other members of the Nomination Committee are elected by the General Meeting for a period of two years at a time. Any member may be removed or replaced by a resolution of the General Meeting at any time.
The composition of the Nomination Committee should reflect the interest of the shareholders in general.
As far as possible, the following principles should be applied for the composition of members to the Nomination Committee;
- 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 officer or any other executive personnel.
The Annual General Meeting stipulates the remuneration to be paid to the Nomination Committee. The Nomination Committee’s expenses shall be covered by the Company.
The Nomination Committee shall meet as often as it considers necessary.
Meetings of the Nomination Committee shall be convened by the chairperson of the committee. Each of the members of the Nomination Committee, as well as the chairperson of the Board of Directors and the Company CEO jointly, has the right to demand that a meeting be convened.
The chairperson of the committee decides whether the meeting will take the form of a physical meeting, a telephone meeting or otherwise.
The Nomination Committee constitutes a quorum when half or more of the committee’s members participate and all other members of the committee have been given the opportunity to participate. In the case of an equal vote, the chairperson shall have a casting vote.
Written minutes shall be taken of the committee meetings. The minutes shall be signed by all participating members.
In its work, the Nomination Committee may contact shareholders, members of the board, the management and external advisers in order to perform its mandate, ref section 1 above.
Shareholders shall be given the opportunity to propose to the Nomination Committee candidates to the Board of Directors. The Nomination Committee shall give considerable weight to the wishes of the shareholders when making its recommendations. The Nomination Committee shall also give weight to the proposed candidates’ experience, qualifications, and their capacity to serve as officers of the Company in a satisfactory manner.
The Nomination Committee shall also strive to achieve an adequate representation of both genders on the Board of Directors.
The Nomination Committee’s recommendations shall at all times satisfy the requirements relating to the composition of the Board of Directors laid down in applicable legislation, the regulations of any stock exchanges on which the Company’s shares are listed, and any applicable corporate governance recommendations.
Before recommending the proposed candidates, the Nomination Committee shall ask the candidates whether they are willing to serve as a member of the Board of Directors or, if applicable, as the chairperson of the Board of Directors. Only candidates who have confirmed that they are willing to take on such office shall be recommended.
The Nomination Committee shall explain its recommendations and provide relevant information about the candidates. Any dissenting votes shall be stated in the recommendation.
If the Board of Directors has prepared an evaluation of the Board’s work, the Nomination Committee shall examine such report, and take its contents into consideration when making recommendations.
4 PROCESSING OF THE NOMINATION COMMITTEE’S RECOMMENDATIONS
The Nomination Committee’s recommendation to the Annual General Meeting relating to the election of members and deputy members of the Board of Directors shall be available in time to be sent together with the notice of the General Meeting, so that the shareholders have an opportunity to submit their views on the recommendation to the Nomination Committee ahead of the General Meeting.
The chairperson of the Committee, or a person authorized by the chairperson, shall present the committee’s recommendations to the Annual General Meeting, and give an account of the reasons for its recommendations