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 nine members, whereof four are women. The current shareholder elected directors were appointed at the General Meetings held on 19 August 2011 and 27 September 2011.
Two directors and four deputies, all representing the employees of Noreco, were elected during 2012 as representatives for the employees. 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 www.noreco.com/about_us/board.
In Noreco’s opinion, all the shareholder elected directors are independent of the Company’s executive management and material business contacts.
All of the directors are directly or indirectly currently holding shares in Noreco. Employee elected directors and deputies have options to buy or subscribe for shares in the company. The Company has not issued any option to buy or subscribe for shares to shareholder elected directors.
The work of the Board
In 2012 the Board held 15 board meetings. During 2012, an average of 8.5 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 are 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 are 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 CEO. There is a clear division of responsibilities between the Board and the executive personnel. The 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 three members elected by and among the Board. Hilde Drønen (Chairperson) Eimund Nygaard and Mona Iren Kolnes are currently the members of the committee.In addition, Noreco’s CFO participates in 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 three members elected by and among the Board and the committee’s purpose and responsibilities are stated in a charter approved by the Board. Ole Melberg, (Chairperson) Shona Grant and Arnstein Wigestrand is 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.
No directors elected by the shareholders have assumed special tasks for Noreco beyond what is described in this document, and no such director has received any compensation from Noreco other than ordinary Board remuneration.