
12. Salary and other remuneration
for executive personnel
The CEO’s remuneration is set by the Board
of Directors, based on recommendation from
the Compensation Committee. The remu
-
neration of the CEO is specified in a separate
Remuneration report published at atea.com.
The Board of Directors has established a
Remuneration policy. The guidelines must
be considered and approved by the general
meeting in the event of any material changes,
and at least every fourth year. The guidelines
set out the main principles applied in deter-
mining the salary and other remuneration
to executives and the board of directors, are
linked to value creation for shareholders and
the company's earnings performance over
time and incentivises performance based on
quantifiable factors of which the executives
can influence.
Performance related remuneration in the
form of share options, bonus programmes
or similar, to executive personnel is subject
to an absolute limit.
13. Information and communication
Annual and interim reporting
The Group’s financial calendar and presenta-
tions are published on the company’s website
(atea.com/investors/financial-calendar/).
The Group presents its interim accounts
on a quarterly basis and its annual accounts
during the month of February. The complete
financial statements and Board of Direc-
tors report are published on the company’s
website at least twenty-one days prior to the
General Meeting.
Other market information
The Group aims to increase investor aware-
ness of Atea through an open, transparent
and reliable information policy. In this
manner, the Group seeks also to promote
the liquidity of its shares and ensure that its
share price reflects the fair value of Atea.
Open investor presentations are arranged
in connection with the publication of the
Group’s annual and quarterly results. The
Chief Executive Officer and Chief Finan-
cial Officer present the financial results of
the group and each business segment, and
present additional information which is
relevant to the company's future prospects.
When publishing the preliminary annual
accounts and the interim reports, the
Group is holding public presentations that
are simultaneously broadcasted through
webcasts. Investor-related information and
presentations associated with the annual and
quarterly results are available on the Group’s
website, atea.com/investors.
In addition to the publication of financial
results, the Board of Directors has author-
ized the Chairman, CEO and CFO to
conduct regular meetings with analysts and
investors. This improves communication
and increases the Group's understanding of
which matters are of particular concern to
shareholders. During meetings, care is taken
to ensure equal treatment of all investors.
Caution with regard to distribution of non-
public information is exercised in investor
meetings outside of public presentations.
In the event of an emergency or serious
incident at Atea, the Group has established
a crisis management plan which provides
additional governance and procedures on
all communications from the Group.
14. Take-overs
The company’s Articles of Association do not
contain any defence mechanisms against the
acquisition of shares, nor has any measures
been taken to restrict the opportunity to
acquire shares in the company. In the event
of a takeover offer, the Board of Directors
will seek expert advice in order to comply
with applicable rules and regulations and
will otherwise act in a manner to ensure
equal treatment of shareholders, seek to
avoid that the company's business activities
are unnecessary disrupted and to ensure
that the shareholders are given sufficient
information and time to consider the offer.
The Board of Directors will not seek to hinder
or obstruct take-over bids. In the event of a
take-over bid for the company, the Board of
Directors will seek to comply with the NUES
recommendations, including obtaining a
valuation from an independent expert and
making a recommendation to Atea’s share-
holders regarding acceptance of the bid. The
Board of Directors will ensure that share-
holders are given sufficient information and
time to form an opinion on an offer.
15. The Auditor
The Auditor’s relationship with
the Board of Directors
The auditor participates at the Board
meeting where the annual accounts are
discussed. At this meeting, the Board of
Directors is briefed on the annual accounts
and any matters of particular concern to the
auditor, including matters where there has
been disagreement between the auditor and
the executive management of the company.
In order to strengthen the board's work on
financial reporting and internal control, the
auditor is required by the EU's Audit Regula-
tion to submit an annual additional report
to the audit committee in which it declares
its independence and explains the results of
the statutory audit carried out by providing
a range of information about the audit. The
auditor has regular contact with the Audit
Committee during the audit process so that
the Audit Committee can fulfil its oversight
responsibilities. At least once a year the
auditor presents to the Audit Committee
the main features of the audit carried out in
respect of the previous accounting year, and
a review of the company's internal control
procedures, including identified weaknesses,
if any, and proposals for improvement.
The Board of Directors and the auditor meet
at least once per year without management
present.
The use of the external group auditor for
advisory services, tax services and other
services outside the ordinary audit scope
Content The Business Board of Directors Report The Board Shareholder Info Atea Group accounts Atea ASA accounts Corporate Governance