
recommendation and background information on the
resolutions to be considered at the general meeting (if
any) shall be available on PPI’s website no later than 21
days prior to the date of the general meeting;
• the resolutions and any ancillary documentation shall
be sufficiently detailed and comprehensive, thereby
allowing shareholders to understand and make an
opinion on all matters to be considered at the general
meeting;
• the deadlines for shareholders to register their
attendance at the general meeting shall be set as
close to the date of the general meeting as practically
possible. The deadline may not expire earlier than two
business days before the date of the general meeting.
The Board may, prior to sending the notice of the general
meeting, determine a later date for the notification;
• the Board and the chairperson of the general meeting
shall ensure that the shareholders are able to vote
separately on each matter and each candidate
nominated for election to the Board, the nomination
committee and other corporate bodies (if applicable);
• the Chair of the Board and the CEO shall be present at
general meetings. The company should also ensure
that other members of the Board are present at general
meetings. The chair of the nomination committee
should attend annual general meetings in order to
present the committee’s recommendations and answer
any questions. The auditor shall be present at general
meetings where matters of relevance are on the agenda;
and
• an independent person to chair the general meeting
shall be appointed.
Participation without being present
General meetings shall be held either physically or
electronically or as a combination of the two in compliance
with the requirements of the Public Companies Act. PPI
shall facilitate electronic participation unless the Board
finds that it has reasonable cause to refuse such electronic
participation.
Shareholders who are unable to attend the general meeting
shall be given the opportunity to be represented by proxy and
to vote by proxy. The Board shall in this respect, with regards
to the notice of the general meeting:
• provide information on the procedure for attending by
proxy;
• nominate a person who will be available to vote on behalf
of non-attending shareholders as their proxy (normally
being the Chair of the Board); and
• prepare a proxy form, which, to the extent possible, shall
make it possible to vote separately on each individual
matter on the agenda and each candidate nominated for
election
Minutes of General Meetings are published as soon as
practicable via the Euronext Oslo Børs reporting system
(newsweb.no, ticker code: PUBLI) and in the Investor
Relations section of PPI’s website.
Deviations from the Code: None
Nomination Committee
In accordance with section 7 of PPI’s Articles of Association
PPI shall implement a nomination committee following its
listing on the Euronext Oslo Børs. In connection with the
listing of PPI on Euronext Oslo Børs,, the Board decided that
members of nomination committee will be elected at the
company’s first Annual General Meeting thereafter. The Board
will propose candidates for the Nomination Committee to be
elected at the Annual General Meeting in 2025.
Furthermore, it follows by section 7 of the PPI’s articles of
association that the general meeting elects the chairperson
and members of the nomination committee and determines
their remuneration.
The objectives, responsibilities and functions of the
nomination committee shall be in compliance with rules and
standards applicable to the company, which are described in
PPI’s “Instructions for the Nomination Committee” adopted
by the general meeting on April 12, 2024. The company
shall ensure that shareholders have information about the
composition of the nomination committee and deadlines for
submitting proposals to the nomination committee.
The composition of the nomination committee should
be such that the interests of shareholders in general
are represented. Rules for rotation of the nomination
committee’s members are set out in the company’s
“Instructions for the Nomination Committee”.
The nomination committee shall:
• recommend candidates for the Board and the
nomination committee, and
• recommend remuneration for the members of the Board
and the nomination committee.
• The nomination committee’s recommendation of
candidates to the Board shall ensure that the Board
is composed to comply with legal requirements and
principles of corporate governance.
//ESG
The nomination committee’s recommendation of candidates
to the nomination committee shall ensure that they
represent a broad group of the company’s shareholders.
The recommendations from the nomination committee
shall include a reasoning for the proposal of each individual
candidate, as well as a statement on how the committee has
carried out its work. The nomination committee’s reasoning
for its recommendation shall include information about
each candidate’s competence, capacity, independence and
other relevant factors for the general meeting to adopt a
resolution on a sufficiently informed basis.
The recommendation shall be made available 21 days in
advance of the general meeting (i.e. the same deadline for
distributing the notice for a general meeting).
Shareholders shall be given the opportunity to submit
proposals to the nomination committee for candidates up
for election to the Board and other appointments in a simple
and easy manner. A date for when such proposals must be
submitted to be considered by the nomination committee
shall be communicated.
Deviations from the Code: PPI does not currently have a
nomination committee but a nomination committee will be
up for election on the AGM in May 2025
Composition and
independence of the Board
The composition of the Board should ensure that the
Board has the expertise, capacity and diversity needed to
achieve the company’s goals, handle its main challenges
and promote the common interests of all shareholders.
The Board shall consist of between three and nine board
members. The Board currently comprises five members,
ensuring diverse perspectives and expertise. Each
board member should have sufficient time available to
devote to his or her appointment as a board member. The
members of the Board shall be willing and able to work as
a team, thereby enabling the Board to work efficiently as
a collegiate body. The Board shall be composed so that it
can act independently of any special interests. A majority
of the shareholder-elected members of the Board shall
be independent of the executive management and the
company’s material business connections.
Further, at least two of the shareholder-elected members
of the Board shall be independent of the company’s major
shareholder(s). A shareholder is considered to be a major
shareholder if it owns or controls 10 per cent or more of
the company’s shares or votes, and the board members’
independence from such shareholder(s) shall entail that
there are no circumstances or relations that may reasonably
be expected to influence an independent assessment by
the relevant board member(s). All the shareholder-elected
members except Sven-Olof Johansson are independent of
the company’s major shareholder(s).
Neither the CEO, nor any member of PPI’s executive
management, shall also be a member of the Board.
The composition of the Board shall be in compliance with
the gender representation requirements set out in section
6-11a of the Public Companies Act and represent sufficient
diversity of experience and expertise to help ensure that the
Board is able to carry out its work in a satisfactory manner
and in accordance with the Group’s objectives. As per date of
this report two of five directors are women.
All members of the Board, including the Chair, shall be
elected by PPI’s general meeting. The term of office for the
respective board members shall not be longer than two
years at a time. Members of the Board may be re-elected.
The re-election of the members of the Board should be
phased, to prevent that the entire Board is replaced at once.
The company’s annual report shall provide information on
the expertise, experience and independence of the members
of the Board, as well as information on their record of
attendance at board meetings.
Information on the background and experience of the
directors is available on PPI’s website and on pages 72-73.
Members of the Board are encouraged to own shares in the
company as this may contribute to increased economic
relations between the shareholders and the members of
the Board. Consideration should be given in this respect, to
arrange for members to invest part of their remuneration in
shares in PPI at market price, cf. section 14 below. However,
caution should be taken not to let this encourage a short-
term approach, which is not in the best long-term interests
of the company and its shareholders.
The Board’s composition as of the end of the year included
five members, with a balanced representation of genders
and a range of competencies to effectively oversee the
company’s operations.
PPI’s Board consist of Martin Mæland (Chair), Sven-Olof
Johannson, Siv Jensen, Silje Hauland and Kenneth Bern,
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