CORPORATE GOVERNANCE
BOARD CHARTER
The Board has adopted the following Board Charter:
The business of the Company is managed under the direction of the Board of Directors (the Board). The Board is accountable to shareholders of the Company for the performance of the Company.
The Company’s Constitution and Norwegian law specifies the minimum and maximum number of directors of the Company.
The Directors must elect one of their number as Chairman.
ROLE & RESPONSIBILITIES OF THE BOARD
The Company has established the functions reserved to the Board. The Board has primary responsibility to shareholders for the sustainability and relevance of the Company by guiding and monitoring its business and affairs. The Board is responsible for:
providing leadership and setting the strategic objectives;
appointing a Chairman;
overseeing the Company, including its control and accountability systems;
ratifying the appointment and the removal of senior executives;
providing input into and final approval of management’s development of corporate strategy;
reviewing, ratifying and monitoring risk management, internal control, codes of conduct and legal compliance;
monitoring the performance of staff;
ensuring appropriate resources are available to senior executives;
approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures; and
approving and monitoring financial and other reporting.
CODE OF CONDUCT
As follows:
Directors, officers, employees and consultants to the Company are required to observe high standards of behaviour and business ethics in conducting business on behalf of the Company and they are required to maintain a reputation of integrity on the part of both the Company and themselves. The Company does not contract with or otherwise engage any person or party where it considers integrity may be compromised.
Directors are required to disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director or the interests of any other party in so far as it affects the activities of the Company and to act in accordance with the Corporations Act if conflict cannot be removed or if it persists. That involves taking no part in the decision making process or discussions where that conflict does arise.
Each Director and senior executive is required to advise the Chairman of the Board of any reports of unethical practices by any Director, executive or employee of the Company. The Chairman of the Board will investigate the matter and report back to the Board as a whole.
SHAREHOLDER COMMUNICATION POLICY
The Board seeks to inform security holders of all major developments affecting the Company by:
maintaining the Company’s website and hosting all of the above on the Company’s website;
annually, and more regularly if required, holding a general meeting of shareholders and forwarding to them the notice of meeting and proxy form; and
voluntarily releasing other information which it believes is in the interest of shareholders.
The Company’s investor relations program is based on actively engaging with shareholders at the Annual General Meeting, meeting with them upon request and responding to shareholder enquiries from time to time.
The Company’s website will provide facilities for shareholders to subscribe to email updates and thereby receive communications from the Company by email.