Principles of Corporate Governance

Adopted by the Company’s Board of Directors on 20 April 2007 and updated on 11 April 2019.

1. IMPLEMENTATION AND REPORTING ON CORPORATE GOVERNANCE

1.1 PRESENTATION OF CORPORATE GOVERNANCE

The responsibility for ensuring that the Company has good corporate governance rests with the Board. The Board and management review and annually evaluate the Company’s principles for corporate governance.

 

The Company’s Corporate Governance is based on the Norwegian Code of Practice for Corporate Governance (NUES) as recommended by the Norwegian Corporate Governance Board on 17 October 2018. The Grieg Seafood Group follows the current recommendation from NUES and has updated existing rules and defined values in accordance with changes in NUES 2014.

 

The Company complies with these recommendations according to the “follow or explain principle”. This means that the Company should explain all points where the recommendations are not followed.

 

The Annual Report offers a full report on the Company's principles for corporate governance, which is available on www.griegseafood.com

 

2. BUSINESS

2.1 GRIEG SEAFOOD ASA

The Company's business is defined in the Company's Articles of Association section 3:

 

“The object of the company is to engage in the production and sale of seafood and in naturally related activities, including investment in companies engaged in the production and sale of seafood and in other naturally related activities”.

 

The Company is established and registered in Norway and is required to comply with Norwegian law, including laws and regulations pertaining to companies and securities.

 

2.2 GRIEG SEAFOOD ASA’S VISION AND OVERALL OBJECTIVES 

Grieg Seafood’s vision is: «Rooted in nature - farming the ocean for a better future», creating value for shareholders and other stakeholders through sustainable and cost-efficient growth. Focus areas to meet targets are post-smolt strategy, digitalization, biosecurity and fish welfare, in addition to capacity expansions.

 

The Board of Directors has established objectives and strategies and risk profiles for the business within the scope of the definition of its business, to create value for its shareholders. The Company’s objectives, strategies, and risk profile are subject to annual review by the Board.

 

The Company aims to comply with all relevant laws and regulations and with the Norwegian Code of Practice for Corporate Governance. This also applies to all companies which are controlled by the Group. In as far as it goes, this document of principle therefore applies to all Companies of the Group.

 

2.3 MANAGEMENT OF THE GROUP

Control and management of the Group is divided between the shareholders, represented through the General Meeting, the Board of Directors and the Group CEO, and is exercised in accordance with prevailing company legislation.

 

Divergences from this Code of Practice: None.

 

3. EQUITY AND DIVIDENDS

3.1 EQUITY

At any given time, the Group shall have a level of equity and capital structure which is appropriate in relation to the Group’s cyclical activities. The Board requires that equity consistently stays in accordance with current loan terms, as a minimum.

 

At 31 December 2018, the Company's consolidated equity was NOK 3 884 million, equivalent to 48 % of total assets, and a debt-to-equity ratio of 1.11. The Board of Directors considers the current capital structure to be satisfactory in relation to the Company’s objectives, strategy, and risk profile.

 

3.2 DIVIDEND

The Group’s objective is to give the shareholders a competitive return on invested capital through dividend payments and value appreciation of the share, at a level at least the same as for other companies with comparable risk.

 

The future dividend will depend on the Group’s future earnings, financial situation, and cash flow. The Board believes that the dividend paid should develop in pace with the growth of the Group’s profits, while at the same time ensuring that equity is at a healthy and optimal level. In addition, the Board must ensure that there are adequate financial resources to prepare the way for future growth and investment and taking into account the wish to minimize capital costs.

 

The Board of Directors at Grieg Seafood has adopted a dividend policy whereby the average dividend, over a period of several years, should correspond to 25-35 % profit after tax, adjusted for the accounting effect of fair value adjustment of biological assets.

 

Furthermore, it is reasonable that the Company's net interest-bearing debt per harvested kg is between NOK 15-20. Based on this, the size of the dividend could be corrected both up and down according to the 25 - 35 % share of profit after tax.

 

During the year, the Company has paid out dividend of NOK 4.00 per share. This corresponds to a pay-out ratio of 68 % of net profit after tax adjusted for fair value adjustments on the previous year’s accounts.

 

3.3 BOARD AUTHORIZATION

The Board can request the AGM to grant a general mandate to pay out dividends in the period until the next AGM. The Board´s proposal must be justified. The dividend will be based on the Group's current policy in accordance with clause 3.2. Dividends should be awarded based on the last financial statements approved within the scope of the Public Companies Act. Upon granted authorization, the Board determines from which date the shares are traded ex-dividend.

 

The Board has general authorization to increase the Company’s share capital through share subscription for a total amount not exceeding NOK 44 664 800 divided into not more than 11 166 200 shares of nominal value NOK 4.00 each. The authorization covers merger decisions as provided for in the Norwegian Public Limited Companies Act, Section 13-5. The board is entitled to increase the share capital on several occasions and to itself determine the amount of the share capital increase in each case.

 

As at 31 December 2018, no shares have been issued pursuant to this authorization.

 

This authorization remains in effect until 30 June 2019.

 

Divergences from the Code of Practice: The Code of Practice recommends that the mandate should be limited to specified purposes to make it possible for shareholders to vote separately on each mandate.

 

The Board has general authorization to acquire the Company’s own shares in accordance with the provisions of Chapter 9 of the Norwegian Public Limited Companies Act for an aggregate nominal amount not exceeding NOK 44 664 800. The Company shall pay not less than NOK 4.00 per share and not more than NOK 150.00 per share when acquiring its own shares. As at 31 December 2018, no shares have been acquired pursuant to this authorization.

 

This authorization remains in effect until the next AGM, but not later than 30 June 2019.

 

The Company will observe the Code of Practice in respect of new proposals to authorize the Board to implement capital increases and acquire the Company’s own shares.

 

Divergences from the Code of Practice: None.

 

4. EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE ASSOCIATES

4.1 SHARE CLASS

The Company has one class of shares, and all shares carry the same rights. At 31 December 2018, the Company had 111 662 000 outstanding shares, including own shares.

 

4.2 OWN SHARES

If the Company trades in its own shares, the Code of Practice on equal treatment for shareholders and transactions with close associates shall be observed.

 

As at 31 December 2018, the Company held 1 228 424 of its own shares.

 

4.3 APPROVAL OF AGREEMENTS WITH SHAREHOLDERS AND OTHER RELATED PARTIES

All transactions of no lesser significance between the Company and a shareholder, Board member, or a senior employee or their related parties, shall be subject to a value assessment by an independent third party. If the consideration exceeds one twentieth of the Company’s share capital, transactions of this kind shall be approved by the General Meeting, in so far as this is required under Section 3-8 of the Norwegian Public Limited Companies Act.

 

There were no transactions with related parties in 2018 pursuant to the requirement above. For more details see note 14, 17 and 22 in this Annual Report.

 

Divergences from the Code of Practice: None.

 

4.4 CAPITAL INCREASES

In the event of a waiver of the shareholders’ preferential subscription right, the Code of Practice shall be observed. There were no capital increases in 2018.

 

5. SHARES AND NEGOTIABILITY

There are no limitations with regards to owning, trading, or voting on the Company’s shares. All shares are freely negotiable to all parties.

 

Divergences from the Code of Practice: None.

 

6. GENERAL MEETINGS

The shareholders represent the Company’s highest decision-making body through the General Meeting (AGM).

 

The Board of Directors will make its best efforts with respect to the timing and facilitation of General Meetings to ensure that as many shareholders as possible may exercise their rights by participating in General Meetings, thereby making the General Meeting an effective forum for the views of shareholders and the Board of Directors.

 

The Company’s AGM shall be held each year before the end of June. The AGM shall consider and, if thought fit, adopt the annual financial statements, the annual report, and the dividend, as well as deciding on other matters which under current laws and regulations pertain to the AGM.

 

The Board may convene an Extraordinary General Meeting (EGM) at whatever time it deems necessary or when such a meeting is required under current laws or regulations. The Company’s auditor and any shareholder or group of shareholders representing more than 5 % of the Company’s share capital may require the Board to convene an EGM.

 

The Board calls General Meetings at least 21 days before the date of the meeting. During the same period, the notice of meeting and the documents pertaining to matters to be considered at the General Meeting shall be accessible on the Company’s web page. The same applies to the nomination committee’s recommendation. When documents are made available in this manner the statutory requirements for distribution to shareholders do not apply. Still, a shareholder may claim to receive documents concerning matters to be considered at the General Meeting.

 

The deadline to register for the General Meeting is set by the Board in the notice, normally five days prior to the AGM date.

 

Shareholders can vote on each individual matter, including on each individual candidate nominated for election. Shareholders unable to attend may vote by proxy. An authorisation form containing a vote option for each issue will be enclosed with the notice of meeting, and it will also be possible to give authorization to the chair of the Board or the Group CEO.

The Company will publish the minutes of the General Meetings in accordance with the stock exchange regulations in addition to making them available for inspection at the Company’s registered offices.

 

The chair of the Board, member of the Nomination Committee and the Group CEO will be represented at the meeting. The chair of the Board will normally preside at the meeting. The Board of Directors will ensure that the General Meeting also is able to appoint an independent presider if requested by the AGM.

 

The Board shall not contact the Company’s shareholders outside the General Meeting in a manner which could be deemed to constitute differential treatment of shareholders or which could be in conflict with current laws or regulations.

 

The nomination committee proposes Board candidates to the Annual General Meeting.

In 2018, Grieg Seafood Group held its AGM on 12 June. The next AGM will be held on 13 June 2019.

 

Divergences from the Code of Practice: The Code of Practice recommends that all the members of the Board of Directors and the Nomination Committee are present at the General Meeting.

 

7. NOMINATION COMMITTEE

On 13 February 2009 the AGM approved a resolution to establish a nomination committee. This is described in Article 8 of the Articles of Association. At the same time, the AGM adopted instructions for the nomination committee. According to the instructions, the election committee through its work should take care of the interests currently embodied in the Norwegian Code of Practice for Corporate Governance.

 

The present nomination committee was elected at the AGM on 12 June 2018, and comprises Elisabeth Grieg (chair), Helge Nielsen, and Yngve Myhre. Elisabeth Grieg was elected for two years while Helge Nielsen and Yngve Myhre were re-elected for one year. At least 2/3 of the members of the nominating committee shall be independent of the Board and may not be members of the Board. The Group CEO cannot be a member of the nomination committee. The nomination committee shall have meetings with the directors, Group CEO, and relevant shareholders.

 

Details about the nomination committee members are available on the Company´s website.

The nomination committee´s recommendation to the AGM should be submitted in good time and follow the summons to the AGM, no later than 21 days before the meeting. The recommendation of the nomination committee must include information about the candidate´s impartiality, competence, age, education, and professional experience. Upon proposal for re-election, the recommendation should include additional information about how long the candidate has been a Board member, as well as details about participation in the Board meetings.

 

All shareholders are entitled to submit proposals to the nomination committee for candidates for election to the board of directors and other appointments. Proposals must be submitted to the nomination committee no later than two months prior to the AGM. Information on how to propose candidates can be found on the Company’s website.

 

When the recommendation comprises candidates to the nomination committee, it should include relevant information about these candidates.

 

Divergences from the Code of Practice: The Code of Practice recommends that all shareholders should be given the opportunity to submit proposals to the nomination committee for candidates for election to the Board of Directors and other appointments in a simple and easy manner. The Company will observe the Code of Practice in respect of new proposals to facilitate that all shareholders can propose candidate to the Board and the Nomination Committee.

 

8. BOARD OF DIRECTORS:

COMPOSITION AND Independence

8.1 NUMBER OF BOARD MEMBERS

Pursuant to the Articles of Association Section 6, the Company’s Board of Directors comprises up to seven members elected by the General Meeting.

 

The chair of the Board is elected by the Board. In the event of a tied Board vote, the chair has the casting vote. The managing director is appointed by the Board and has both a right and a duty to attend Board meetings. The managing director is only entitled to vote on Board decisions if he is elected as a member of the Board.

 

8.2 ELECTION PERIOD

All board members are elected by the AGM for a period of two years. Board members may be re-elected.

 

8.3 INDEPENDENT BOARD MEMBERS

At 31 December 2018, the Board of Directors consisted of the following six members:

The Company's annual report and the website provides information to illustrate the expertise of the members of the Board of Directors. An overview of the Board members’ ownership of shares in the Company appears in the relevant note to the accounts in this Annual Report.

Divergences from the Code of Practice: None.

 

9. THE WORK OF THE BOARD OF DIRECTORS

9.1 DUTIES AND WORK PLAN

The Norwegian Public Limited Liability Companies Act regulates the duties and procedures of the Board of Directors. In addition, the Board of Directors has adopted supplementary rules of procedures, which provides further regulation on inter alia the duties of the Board of Directors and the chief executive officer (CEO), the division of work between the Board of Directors and the CEO, the annual plan for the Board of Directors, notices of board proceedings, administrative procedures, minutes, board committees, transactions between the Company and the shareholders, and confidentiality.

 

The Board has overall responsibility for the management of the Group and for overseeing the daily management and business activities. The Company shall be managed by an effective Board of Directors (the Board) who has shared responsibility for the success of the Company. The Board represents and is accountable to the Company’s shareholders.

 

The Board’s duties include drawing up the Group’s strategy and ensuring that the adopted strategy is implemented, effective supervision of the Group CEO, control and supervision of the Group’s financial situation, internal control, anti-corruption, and the Company’s responsibility to and communication with the shareholders. The Board shall initiate any investigations it considers necessary at any given time to perform its duties. The Board shall also initiate such investigation that is requested by one or more Board members.

 

To ensure an unbiased and satisfactory consideration of matters under consideration, members of the Board of Directors and executive management cannot consider items in which they have a special and prominent interest. For cases under consideration the Board of Directors jointly assesses each Board member´s partiality.

 

Divergences from the Code of Practice: None.

 

9.2 INSTRUCTIONS

The Board has drawn up instructions for its members and the management, which contain a more detailed description of the Board’s duties, meetings, the Group CEO’s duties in relation to the Board, the meeting schedule for the Board, participation, separate entries in the minutes and duty of confidentiality.

 

The respective roles of the Board and the Group CEO are separate, and there is a clear division of responsibility between the two. The Group CEO is responsible for the Company’s senior employees. The Board underlines that special care must be exercised in matters relating to financial reporting and remuneration to senior employees.

 

In matters of importance where the chair of the Board is or has been actively involved, Board discussions shall be chaired by the vice chair.

 

Board members and senior employees shall inform the Board if they have any significant interest in a transaction to which the Company is a party. For further information, please refer to note 22 «Related parties» in the Grieg Seafood Group annual accounts for 2018.

 

The instructions for the Board and Management were last revised by the Board on 20 September 2017.

 

9.3 ANNUAL ASSESSMENT

Each year, the Board shall carry out an assessment of its work in the previous year. The assessment is based on results from questionnaires completed anonymously by each member of the board and members of group management

 

9.4 AUDIT COMMITTEE

The Board has set up a sub-committee (audit committee) comprising a minimum of two and a maximum of three members elected from among the Board’s members and has drawn up a mandate for its work.

 

The committee assists the Board in the work of exercising its supervisory responsibility by monitoring and controlling the financial reporting process, systems for internal control and financial risk management, external audits, and procedures for ensuring that the Company complies with laws and statutory provisions, and with the Company’s own guidelines.

 

The audit committee currently consists of Karin Bing Orgland and Wenche Kjølås.

 

9.5 REMUNERATION COMMITTEE

The remuneration committee is governed by a separate instruction adopted by the Board of Directors. The members of the remuneration committee are appointed by and among the members of the Board of Directors and shall be independent of the Company's executive management. At 31 December 2018, the remuneration committee consisted of the following members: Per Grieg jr. and Asbjørn Reinkind.

 

The primary purpose of the remuneration committee is to assist and facilitate the decision-making of the Board of Directors in matters related to the remuneration of the executive management of the Group, review recruitment policies, career planning and management development plans, and prepare matters relating to other material employment issues with respect to the executive management.

 

The committee shall hold discussions with the Group CEO concerning his/her financial terms of employment. The committee shall submit a recommendation to the Board concerning all matters relating to the Group CEO’s financial terms of employment.

 

The committee shall also keep itself updated on and propose guidelines for the determination of remuneration to senior employees in the Group. The committee is also the advisory body for the Group CEO in relation to remuneration schemes which cover all employees to a significant extent, including the Group’s bonus system and pension scheme. Matters of an unusual nature relating to personnel policy or matters considered to entail an especially great or additional risk, should be put before the committee.

 

The remuneration committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.

The composition of the committee is subject to assessment each year.

 

Divergences from the Code of Practice: None.

 

10. RISK MANAGEMENT AND INTERNAL CONTROL

The Board has a responsibility to ensure that the Group has proper risk management and internal control adaptable to statutory provisions for the Group. The Board conducts an annual evaluation of the most important risk areas and internal control.

 

Internal control means activities carried out by the Group to organize its business activities and procedures in order to safeguard its own values and those of its customers, and to realize adopted goals through appropriate operations. The achievement of these goals also requires systematic strategy work and planning, identification of risk, choice of risk profile, as well as establishing and implementing control measures to ensure that the goals are achieved.

The Group’s core values, external guidelines, and social corporate responsibility constitute the external outer framework of internal control. The Group is decentralized and considerable responsibility and authority are therefore delegated to the regional operating units. Risk management and internal control are designed to take account of this.

 

Internal control is an on-going process that is initiated, implemented, and monitored by the Group´s Board of Directors, management and other employees. Internal control is designed to provide reasonable assurance that the Group’s goals will be achieved in the following areas:

 

  • Targeted, efficient, and appropriate operations.
  • Reliable internal and external reporting.
  • Compliance with laws and regulations, including internal guidelines.

 

The audit committee updates the Board after each meeting.

 

Each year the auditor carries out a review of internal control which is an element of financial reporting. The auditor’s review is submitted to the audit committee.

 

The Group has established framework procedures to manage and eliminate most of the risk that could prevent a goal from being achieved. This includes a description of the Group’s risk management policy as well as all financial control processes. There is an ongoing risk assessment of the main transaction processes. Descriptions of the transaction processes are currently in preparation, with the aim of clarifying key controls and ensuring that these controls are in place. This means assessing all processes to determine the probability of divergences arising, and how serious the economic consequences would be of any such divergence. The establishment of controls in each region is aimed at reducing the likelihood of divergences arising with major economic consequences.

 

The biological development in the course of producing smolt and farming in the sea poses the greatest risk in the Group. The Group therefore continuously and systematically works to develop processes that ensure animal welfare and reduce diseases and mortality, and so that "best practices" are being implemented at all levels. Control routines have been prepared, including conditions for the employees, as well as safeguarding against escapes, animal welfare, pollution, water resources and food safety. Referring to the sustainability report prepared annually, objectives, internal controls and measures are described within the Group's main focus areas.

 

The Group’s activities entail various kinds of financial risk: Market risk (including foreign exchange risk, interest rate risk, and price risk), contract risk, credit risk and liquidity risk. The Group’s overall risk management plan focuses on the unpredictability of the capital markets and seeks to minimize the potential negative effects on the Group’s financial results. The Group uses financial derivatives to hedge against some risks. Risk management is drawn up at Group level and involves identifying, evaluating, and hedging financial risk in close cooperation with the Group’s operational units. The Board has established written principles for risk management related to foreign exchange and interest rate risk, price risk, and the use of financial instruments.

 

The Board has established procedures for reporting within the Group. At the start of each year the Board adopts a budget for the year. Divergences from the budget are reported on a monthly basis. Forecasts are drawn up for the next five years and updated every month.

Every month, each region submits a report containing given Key Performance Indicators (KPIs). The main KPIs are: EBIT/kg, feed factor, number of smolt transferred to sea, production, production cost, harvest volume, harvest cost, and level of sea lice. Analyses are made and measured against budget figures and KPIs. Generational accounts for terminated generations will be updated on a monthly basis. The information form of the regions is summarized in a report submitted to the Board.

 

Each quarter, the Group management holds meetings with the management of each region respectively. The aim of the meeting is to follow up the strategies and goals that have been set.

 

Each quarter, a risk assessment covering biology, feed, market, finance, and compliance is prepared, including activities related to the GSF 2020 improvement program.

 

These areas are considered to consitute the greatest risks for the Company. The risk assessment is reviewed by the Audit Committee in connection with quarterly reporting.

 

Divergences from the Code of Practice: None.

 

11. REMUNERATION OF THE BOARD OF DIRECTORS

Proposals concerning Board remuneration are submitted by the nomination committee. Remuneration to Board members is not linked to the Company’s results. None of the Board members have special duties in relation to the Company which are additional to those they have as Board members.

 

No board members participate in any incentive or share programs.

Board remuneration is shown in the financial statements of both the Company and the Group.

 

Divergences from the Code of Practice: None.

 

12. REMUNERATION OF EXECUTIVE PERSONNEL

12.1 SENIOR EMPLOYEES

The Group management consists of the Group CEO, the director of operations (COO), the financial director (CFO), and the HR director.

 

The objective of the guidelines for determination of salary and other remuneration to senior employees within the Group is to attract people with the required competence and at the same time retain key personnel. The guidelines should also motivate the employees to work with a long-term perspective to achieve the Group´s goals.

 

The determination of salary and other remuneration to the Group’s senior employees is therefore based on the following guidelines:

 

  • Salary and other remuneration shall be competitive and motivating for each          manager and for everyone in the senior management group.
  • Salary and other remuneration shall be linked to value creation generated by the Company for the shareholders.

 

The principles used to determine salary and other remuneration shall be simple and understandable to employees, shareholders and the public at large.

 

The principles used to determine salary and other remuneration shall also be sufficiently flexible to allow adjustments to be made on an individual basis in the light of the results achieved and the contribution made by the individual to the development of the Group.

 

The salary paid to the members of the senior management group consists of a fixed and a variable element. Under the bonus scheme the variable salary cannot exceed six times the monthly salary. Each year, information about the provisions of the bonus scheme is included in the Group declaration on the determination of salary to the senior management group, and appears in the financial statements for the Group, Note 14.

 

The Company´s Board approved the allocation of cash options based on the General Assembly´s resolution for the framework of the share and cash options program. The last approval from the General Assembly was 7 June 2017. The Group CEO, CFO, COO, the HR director, and the four regional managers are included in the synthetic options program. The options agreements have been entered into within the scope of the resolution adopted by the General Assembly. Minutes of this General Assembly can be accessed from the Company’s web page.

 

Remuneration to the Group CEO is determined at a meeting of the Board of Directors. The salary payable to the other members of the senior management group is determined by the Group CEO. The Group CEO shall discuss the remuneration which he/she proposes with the chair of the Board before the amount of remuneration is determined.

 

General schemes for the allocation of variable benefits, including bonus schemes and options programs, are determined by the Board. Schemes which entail an allotment of shares, subscription rights, options, and other forms of remuneration related to shares or the development of the Company’s share price, are determined by the General Assembly. The Board´s declaration of management remuneration is a separate agenda paper of the General Assembly. The General Assembly votes separately on guidelines to guide the Board and remuneration comprising the synthetic options program.

 

The Company has no divergences from the Code of Practice.

 

12.2 SEVERANCE PAY

The Group CEO is entitled to 12 months’ severance pay after dismissal, and 12 months’ salary during illness.

 

A severance pay agreement has also been established for the CFO and COO providing for 12 months’ severance pay after dismissal.

 

Divergences from the Code of Practice: None.

 

13. INFORMATION AND COMMUNICATION

13.1 FINANCIAL INFORMATION

The guidelines for reporting financial and other information to the securities market is defined within the framework established by securities and accounting legislation and the rules and regulations of the stock exchange. The Company also complies with the Oslo Stock Exchange Code of Practice for IR of 1 March 2017.

 

The Board of Directors has adopted an investor relations policy, to clarify roles and responsibilities related to financial reporting and regulate contact with shareholders and the investor market. This policy is based upon the key principles of openness and equal treatment of market participants to ensure they receive correct, clear, relevant, and up-to-date information in a timely manner.

 

The IR policy is available on the Company’s website.

 

In addition, the Board has adopted a separate manual on disclosure of information, which sets forth the Company's disclosure obligations and procedures.

 

The Company shall at all times provide its shareholders, the Oslo Stock Exchange, and other stakeholders (through the Oslo Stock Exchange information system) with timely and accurate information. The Board shall ensure that the quarterly reports from the Company give a correct and complete picture of the Group’s financial and commercial position, and whether the Group’s operational and strategic objectives are being reached. Financial reporting shall also contain the Group’s realistic expectations of its commercial and performance-related development.

 

The Company publishes all information on its own web page and through stock exchange/ press announcements. Quarterly reports, annual reports and stock exchange / press releases are presented on an ongoing basis on the Company’s web page in accordance with the Company’s financial calendar.

 

The Company shall have an open and active policy in relation to investor relations and shall hold regular presentations in connection with the annual and interim results.

 

 

13.2 SHAREHOLDER INFORMATION

The Board shall ensure that information is provided on matters of importance for the shareholders and for the stock market’s assessment of the Company, its activities and results, and that such information is made publicly available without undue delay. Publication shall take place in a reliable and comprehensive manner and by using information channels which ensure that everyone has equal access to the information.

 

All information shall be provided in English. The Company has procedures to ensure that this is done. The Board of Directors’ communication with shareholders and other stakeholders is delegated to the chair of the Board, or other appointed persons in specific cases. The chair of the Board shall ensure that the shareholders’ views are communicated to the entire Board.

 

Divergences from the Code of Practice: None.

 

14. TAKE-OVERS

14.1 CHANGE OF CONTROL AND TAKEOVERS

The Company has no established mechanisms which can prevent or avert takeover bids, unless this has been resolved by the General Meeting by a majority of two thirds of the votes cast and of the share capital represented. The Board will not use its authorization to prevent a takeover bid without the approval of the General Meeting after the takeover bid has become known. If a takeover bid is received, the management and the Board will ensure that all shareholders are treated equally. The Board will obtain a value assessment from a competent independent party and advise the shareholders whether to accept or reject the bid. The shareholders will be advised of any difference of views among the Board members in the Board’s statements on the takeover bid.

 

The Board has in its Board meeting of 13 October 2015 adopted some core principles for how the Board will act in the event of any persuasion offers. These core principles are in accordance with the recommendation of NUES.

 

Divergences from the Code of Practice: None.

 

15. AUDITOR

The Board through its audit committee seeks to have a close and open cooperation with the Company’s auditor. Each year the audit committee obtains confirmation that the auditor meets the requirements of the Act on auditing and auditors concerning the independence and objectivity of the auditor.

 

The Board of Directors ensure that the auditor’s schedule of audit work is submitted to the audit committee once a year. In particular, the audit committee considers whether, to a satisfactory extent, the auditor is performing a satisfactory control function.

 

Both the Company management and the auditor comply with guidelines issued by the Financial Supervisory Authority of Norway concerning the extent to which the auditor can provide advisory services.

 

The Board invites the auditor to meetings which deal with the annual financial statements. The audit committee has an additional meeting with the auditor at least once a year to review the auditor’s report on the auditor’s view of the Group’s accounting principles, risk areas and internal control procedures. Moreover, each year the Board has a meeting with the auditor when neither the Group CEO nor anyone else from the management is present.

 

The auditor also attends meetings of the audit committee to consider quarterly reports and other relevant matters. The auditor’s fee appears in the relevant note in this Annual Report showing the division of the fee between audit and other services.

 

Divergences from the Code of Practice: None.

 

Bergen, 11 April 2019

Grieg Seafood ASA

 
 
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