Corporate Governance ^
The Company’s Board of Directors embraces the principles for good corporate governance and is vigilant about the Company’s adherence to these principles.
As a security provider, understanding and adhering to rules and regulations is of the utmost importance to Arribatec. Good corporate governance benefits the Company’s reputation and thus value, and vice versa. The Company adheres to the following set of principles with regard to corporate governance:
- Transparency – The communication between the Company and its stakeholders shall be based on transparency about relevant matters to evaluate the operations of the Company.
- Independence – The Board of Directors shall act independently of the Company’s executive management to ensure that decisions are made on fair and neutral grounds.
- Equality – All shareholders shall be treated equally.
Control and Governance
Good internal control and governance principles shall contribute to predictability and risk mitigation for owners and other stakeholders.
1. Corporate Governance
At Arribatec Group ASA, At all times, the Company seeks to comply with the most recent applicable legal framework for companies listed on the Norwegian stock exchange. The Company endorses the “Norwegian code of practice for Corporate Governance” (“NUES”) in its most recent revision (October 2018), which is available on www.nues.no. The Company conducts annual corporate governance reviews to ensure continued compliance. Considering the size and maturity of the Company, there may be deviations from the code. Arribatec will adhere to the principle “declare or explain” regarding any non-compliance with respect to the code.
The Company’s policies, instructions and internal processes are continuously developed.
2. Operations and corporate social responsibility
The Board of Directors prepares annual business plans that include the goals, key strategies and risk profile for the Company, which shall be reviewed on an annual basis. The Company has implemented ethical and corporate social responsibility guidelines in accordance with its fundamental corporate values, which describe how the Company shall integrate its social considerations into its business. The guidelines are published on Arribatec’s website, www.arribatec.com. A Corporate Social Responsibility Report is found in this annual report.
3. Equity and Dividend Equity:
The Company strives to maintain a healthy relation between the Company’s equity and other forms of financing, given the Company’s strategy and risk profile. The Board of Directors takes immediate and appropriate action should the equity or liquidity situation of the Company prove to be below an acceptable level.
Arribatec is growing fast, both organically and through M&A activities. Both these avenues for growth require liquidity, sufficient funding, and a healthy equity ratio. While the company is in an expansion phase, the Board is not planning for regular dividends to be paid to the shareholders. There has not been given, nor proposed to provide, a mandate to the Board of Directors to approve a distribution of dividends.
Authorisations to the Board of Directors to approve share capital increases shall be confined to defined purposes. They should not be given for more extended periods of time than until the next Ordinary General Meeting. If an authorisation encompasses several purposes, each purpose should be treated as a separate issue at the General Meeting. This also applies to authorisations permitting the repurchase of shares. The Extraordinary General Meeting held on the 20th of November 2020 gave the Board of Directors authorisation to increase the Company’s Share Capital by up to NOK 45 601 965. The authorisations are valid until the next ordinary general assembly and no later than 30 June 2021.
4. Equal treatment of shareholders and transactions with related parties
Pre-emption rights of existing shareholders: The Company’s existing shareholders have pre-emption rights to subscribe for shares in the event of share capital increase unless exceptional circumstances necessitate a deviation from this principle. Any decision to deviate from the pre-emption rights of existing shareholders shall be justified and in accordance with the authorisation given to the Board of Directors from the General Meeting. The justification shall be publicly disclosed in a stock exchange announcement issued in connection with the increase in share capital.
Transactions with related parties: The Company’s board members, management and significant shareholders are considered related parties. Any transactions with related parties are carried out on an arm’s length basis. If the value of such a transaction is significant, the Board of Directors is responsible for assigning an independent third party to perform a valuation. Alternatively, the transaction in question can be treated as an issue at the General Meeting, by the Norwegian Public Limited Liability Companies Act.
5. Shares and negotiability
The shares in the Company are freely transferable, and there are no constraints in the Articles of Association preventing or contradicting this.
6. General meetings
The General Meeting is the main governing body of the Company. The Board shall facilitate so that all shareholders are given the opportunity to participate in General Meetings and that the General Meetings are an effective forum for the views of shareholders and the Board of Directors.
No later than 21 days prior to the Annual General Meeting (“AGM”), an invitation will be made available on the Company’s website, www. arribatec.com. Supporting information on resolutions to be considered and the recommendations of the Nomination Committee will be presented in due time before the AGM. The Board of Directors seeks to ensure that all shareholders are provided with sufficient information to form qualified views on the matters discussed at the General Meeting.
The Company’s Articles of Association provide that the Company does not have to send documents relating to matters to be considered by the General Meeting by mail to shareholders when these documents are made available on the Company’s website. Any such documents shall, however, be sent free of charge upon request from individual shareholders. Further, the right to participate and vote at the Company´s General Meeting can only be exercised for shares when the purchase of shares is listed in the shareholder register no later than five workdays before the General Meeting.
Other than the aforementioned, there are no provisions in the Articles of Association regarding General Meetings in the Company that deviates from the provisions of the Norwegian Public Limited Companies Act. The AGM will be held no later than 30 June each year. The AGM will be held in Oslo unless otherwise clearly specified.
Participation by shareholders in absentia:
Shareholders unable to attend the General Meeting in person, are encouraged to vote by proxy. In connection with any General Meeting, the Company provides information on proxy voting, designates a person who will be available to vote on behalf of the shareholders in question, and prepare a form for the appointment of a proxy.
Attendance, agenda and execution:: Board members, the Nomination Committee and the auditor are encouraged to attend the General Meeting in person. The Company will make arrangements to ensure that an independent chairman for the General Meeting can be elected. The company will conduct General Meetings through web meetings if the situation requires it.
7. Nomination Committee
Requirements for the Company’s Nomination Committee are outlined in the Articles of Association, §6. According to the Company’s Articles of Association, the Company shall have a Nomination Committee consisting of 2-5 members by the further decision of the General Meeting. Pursuant to the guidelines for the Nomination Committee, the Nomination Committee shall, among other things, assess the need for change in the Board of Directors, propose candidates for election to the Board of Directors and propose remuneration to be paid to such members. The Nomination Committee is responsible for assessing the need for change in the Board of Directors, proposing, in consultation with relevant shareholders, candidates for election to the Board of Directors, and proposing the remuneration to be paid to such members.
8. The Board of Directors
composition and independence According to the Articles of Association, the Board of Directors should consist of three to seven members chosen by the General Meeting. The General Meeting elects the Chairman of the Board. The composition of the Board shall ensure that the Board can attend to the common interests of all shareholders and meet the Company’s need for expertise, capacity and diversity. It is of great importance to the Company that the board members have the relevant competencies to independently evaluate the cases presented to them by the executive management and monitor its daily operations.
The term of office for members of the Board of Directors shall not be longer than two years. Members of the Board of Directors may be re-elected. The Company’s Board of Directors shall typically not include executive management team members. The Company strives to apply NUES’ criteria to evaluate whether a director can be considered independent. The Board should have a composition that enables it to attend to the common interests of all shareholders and operate independently of special interests. Any deviation from the independency principle will be adequately explained by the Company. Any director experiencing a change in their ability to act independently is obligated to notify the Chairman of the Board. At least two of the shareholder-elected board members shall be independent of the Company’s main shareholders.
9. The Board of Directors
work and instructions The formal responsibilities of the Board of Directors are mandated by Norwegian law. The fundamental responsibility of the directors is to oversee the day-to-day management and evaluate strategy, to exercise their business judgment acting in what they reasonably believe to be the best interests of the Company and its shareholders. The Board of Directors is also to oversee such matters as are required by statutory law, the Company’s Articles of Association, policies, instructions and procedures, as well as resolutions or the resolutions of the General Meeting.
It is the duty of the Board of Directors to monitor management’s performance to ensure that the Company operates in an effective and ethical manner, focused on creating value for the Company’s shareholders. The Board of Directors also evaluates the Company’s overall strategy and evaluates performance against the management’s operating plan. The Board of Directors is responsible for supervising strategic, financial and execution risks, as well as exposures associated with the Company’s business strategy, products- and services innovation and sales road map, policy matters, significant litigation and regulatory exposures, and other current matters that may present a material risk to the Company’s financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures.
Furthermore, the Board of Directors shall control the ongoing activities of the Company in a satisfactory manner. Instructions for the Board of Directors: The Board of Directors shall issue instructions for its own work as well as for the executive personnel with emphasis on clear internal allocation of responsibilities and duties. 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 shall be chaired by some other members of the Board.
Instructions for the CEO: Executive management and Board of Directors’ responsibilities are clearly segregated. The CEO shall follow the guidelines and instructions issued by the Board of Directors. The CEO is responsible for the day-to-day management of the Company pursuant to sections 6-14 of the Norwegian Public Limited Companies Act. The CEO represents the Company externally in matters that form part of the day-to-day management. The day-to-day management does not cover matters of extraordinary nature or of major importance. However, the CEO is authorised to decide on matters of extraordinary nature or of major importance in cases, where the decisions of the Board of Directors cannot be awaited without serious detriment to the Company. The Board of Directors shall be notified of the decision as soon as possible.
The Board of Directors is responsible for ensuring the integrity of financial information. The Board evaluates the integrity of the Company’s accounting and financial reporting systems, including the audit of the Company’s annual financial statements by the independent auditor, and that there are appropriate systems of internal control in place.
The main purpose of risk management and internal control is to provide reasonable assurance that the group will achieve:
• Compliance with legislation and regulations, as well as internal guidelines
• Quality and efficiency within internal operations
• Reliable internal and external reporting quarterly and annual financial reports are reviewed and approved at board meetings and form the basis for external financial reporting. Upon the presentation of year-end financial statements, the CEO and the CFO declare that the accounts have been prepared in accordance with generally accepted accounting principles, and that to the best of their knowledge, all information is accurate, and no material information has been omitted. The Company uses an external accounting agency for all Group companies.
The CEO or a member of the board may not participate in the discussion on Board issues that are of special financial or personal interest to the individual in question.
Committees: During 2020 the Board considered it premature to establish audit and remuneration committees as the company was in a transitional phase. However, for 2021 the Board will evaluate the need for such committees as the complexity and size of the operations have increased significantly.
10. Risk management and internal control
The Board of Directors performs an annual audit of the main risks and internal control routines of the Company. The audit shall encompass the issues that have been brought to the Board of Director’s attention throughout the year. The routines for internal control shall encompass the Company’s adherence to its values, and its guidelines on ethics and corporate social responsibility.
11. Remuneration of the Board of Directors
The Ordinary General Meeting approves the remuneration paid to the Board of Directors. The Nomination Committee is responsible for issuing a proposal on the remuneration terms to the AGM.
12. Remuneration of executive management
In accordance with the Norwegian Public Limited Liability Companies Act, the Board of Directors establishes guidelines for the remuneration of the executive management team. These guidelines are presented to the General Meeting through a statement on remuneration for executive management. The statement is presented for a vote, which is subject to the General Meeting’s approval. The Company’s general principle for management remuneration is to offer competitive terms, in order to attract and retain the competence it needs.
13. Information and communication
Regular information to the Company’s shareholders and the market is provided through the annual report, quarterly reports and open presentations. All reports and notices are issued and distributed according to the rules and regulations of the Oslo Stock Exchange. Insider information is treated in accordance with Norwegian law. Shareholder information, including the financial calendar, is available on www.arribatec.com. The Company’s CEO and CFO are responsible for investor relations. The Company has established procedures for discussions with shareholders other than at Ordinary General Meetings. All information distributed to the Company’s shareholders is published on the Company’s website at the same time as it is sent to shareholders.
There are no defence mechanisms against take-over bids in the Company’s Articles of Association or in any underlying governance document. In corporate takeovers or restructuring situations, the Board shall exercise due and proper care so that all shareholder values and interests are preserved. The Board of Directors will ensure that the shareholders are given enough information and time to form a view of the offer in a bid situation. The Board of Directors will handle take-over bids in accordance with Norwegian laws and regulations. Furthermore, the Board of Directors will seek to comply with the recommendations set out in the NUES, including arranging for a valuation from an independent expert and making a recommendation as to whether the shareholders should accept the bid. Other than the guidelines described above, the Board of Directors has not found it appropriate to establish any other written explicit principles for how it will act in the event of a take-over bid.
The external auditor is elected by the General Meeting. The auditor is fully independent of the Company. BDO is the Company’s auditor. Each year the auditor presents the Board of Directors with a plan for the implementation of the audit and a written confirmation that the auditor satisfies established requirements pertaining to independence and objectivity. Upon request, the auditor participates in board meetings.
The auditor provides the Board with its perspectives on the annual statement and informs of any disagreements between the auditor and the executive management. The Board of Directors also has contact with the auditor when required outside the situations mentioned above. At least once a year, the auditor attends a meeting with the Board of Directors in which no representatives from the Company’s executive management will be present. During 2020, the auditor attended 1 board meeting.
The auditor is present at the General Meeting, where the Board of Directors also informs about the compensation for the auditory work required by law and remuneration associated with other assignments. Information on the fees paid to the auditor in 2020, including a breakdown between statutory auditing and other assistance/ service is presented in notes to the consolidated financial statements. In connection with the auditor’s presentation to the Board of Directors of the annual work plan, the Board of Directors considers if the auditor to a satisfactory degree also carries out a control function.