
ANNUAL REPORT 2021
18
General Meetings
The General Meeting is the Company’s highest authority,
and open to all shareholders. The Company encourages
shareholders to participate and exercise their rights. The
2021 Annual General Meeting was held on April 21
th
2021 in
Oslo, with 100% of the Company’s shares represented.
The Board, auditor, or shareholders representing at least
5% of the shares can call for Extraordinary General Meetings
when deemed necessary. In 2021, the Board called for EGMs
on May 25
th
2021, to pass several resolutions to enable the
listing of the Company’s shares on the Oslo Stock Exchange.
A total of 100% of the company’s shares were represented.
The notice of the General Meeting and supporting
documents are made available on the Company’s website
no later than 3 weeks prior to the date of the meeting.
Shareholders may request the documents by mail.
Eorts are made to ensure that proposed resolutions
and supporting information are suciently detailed and
comprehensive to allow the shareholders to form a view
on all matters to be considered at the meeting. The notice
includes information about shareholders’ rights. The notice
period, right to attend and agenda proposals are regulated in
the Articles of Association.
The deadline for shareholders to notify the Company if
they wish to participate at the General Meeting shall be set
as close to the date of the general meeting as practically
possible, but at the earliest three days before the General
Meeting.
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 of Directors 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 of Directors); and
• prepare a proxy form, which shall, to the extent possible,
be set up so that it is possible to vote separately on each
individual matter on the agenda and each candidate
nominated for election.
Deviation from the Code of Practice:
The Code recommends separate voting for candidates to
the Board. However, the Board must be in accordance with
applicable legislation regarding gender representation and
qualications for committee assignments. The nomination
committee’s proposal is given with respect to such
legislation. Should a situation arise where the composition
of the Board might conict with applicable legislation, the
situation and consequences of electing a board contrary to
legislation should be discussed at the General Meeting and
shareholders should base their votes on the views discussed.
Nomination Committee
The Nomination Committee is governed by the Articles of
Association section 10. The Extraordinary General Meeting
on May 25
th
2021, elected the following two members for
the Nomination Committee for the period until the Annual
General Meeting in 2022: Mr. Arild Bødal (chair) and Ms.
Ingeborg Avatsmark. The nomination committee does
not include any executive personnel or any member of
the company’s Board of Directors. Both members of the
Nomination committee are independent of the Board of
Directors and Group Management.
The General Meeting stipulates the rules of procedure for
the Nomination Committee and determines the Committees’
remuneration. The Nomination Committee gives its
recommendation to the General Meeting on election of
and compensation to members of the Board of Directors,
in addition to election of members of the Nomination
Committee. Each proposal is justied on an individual basis.
All shareholders are entitled to nominate candidates to the
Board of Directors, and information on how to propose
candidates can be found on the company’s website.
Composition And Independence Of The
Board Of Directors
In accordance the articles of association section 7, the
company’s Board of Directors shall consist of three to nine
members. On December 31
st
2021, the Board of Directors
consisted of seven members (see table below), of which
three were female. The directors can be elected by the
General Meeting for a term no longer than two years and
may be re-elected.
The company’s website provides information to illustrate