The rules of procedure for the nomination committee

 

1. Nomination committee duties  

The nomination committee shall prepare recommendations to the general meeting regarding the election of shareholder elected board member- and deputy board member candidates, including the board of directors chairman and the second chairman, when their positions are open for new election or in the event of supplementary election. 

The nomination committee shall prepare recommendations to the general meeting regarding remuneration to the board members and deputy board members. 

The nomination committee shall prepare recommendations to the general meeting regarding the election of members to the nomination committee, including the chairman of the nomination committee. 

2. Composition, election and remuneration  

The nomination committee shall consist of three members that shall be shareholders of the company or shareholder representatives. The majority of the members of the nomination committee shall be independent of the board of directors and the administration of the company. Board members, the managing director or other representatives of the company administration cannot be members of the nomination committee.  

The general meeting of the company shall elect the members, including the chairman, of the nomination committee. The committee members are elected for a period of two years at a time. In the initial election of committee members, one member shall be elected for one year and the two other members for two years.

Subject to non-binding talks with the major shareholders of the company, the nomination committee shall prepare recommendations to the general meeting regarding the election of members to the nomination committee.

The general meeting shall annually in arrears determine the remuneration to the nomination committee. Such remuneration should reflect the character of duties of the committee members including the time commitment involved, according to the report of work conducted by the committee. 

The company shall cover the costs of the nomination committee.

3. The nomination committee’s administrative procedures and work 

The nomination committee constitute a quorum when more than half of the members and the chairman of the  committee are present at the meeting. The nomination committee can, however, not resolve any matters unless all members, in so far as possible, have been given the opportunity to participate in the meeting. The meetings of the nomination committee can be held by means of audio- or videoconference.

Meetings in the nomination committee shall be held subject to a notice from the chairman of the committee, and moreover in the event two members of the committee requests a meeting to be held. The meetings of the committee shall be convened in a proper manner no later than 8 days before the meeting is to be held. The chairman of the nomination committee preside the committee. 

The committee shall receive updated shareholder register of the company in connection to any meetings held by the committee. 

The nomination committee can and will gather any relevant information in respect of the committee’s work from the company’s administration, the board of directors and the shareholders of the company.

In carrying out its work, the nomination committee shall take into account that the composition of the board of directors shall be such that it is suitable for the protection of the shareholders interests and the company’s need for competence, resources and diversity. Further, the committee should ensure that the board of directors can act independently of any special interests when considering the composition of the board of directors. 

In carrying out its work, the nomination committee shall actively seek to represent the views of the shareholders in general, and should ensure that the largest shareholders endorse its recommendations. 

Minutes of the meetings of the committee shall be kept and signed by the members present at the meeting, or circulated for signing. In the event that the resolutions of the committee are not unanimous, any justified opinion from a member dissenting from the opinion of the majority shall be included in the minutes. The chairman of the board has a right to review the minutes of the committee meetings. 

4. Recommendations of the nomination committee 

The nomination committee recommendations to the general meeting shall, if possible, be available at a point in time making it possible to notify the shareholders simultaneously with the notice convening the general meeting. The recommendations can also be notified to the shareholders through other appropriate means, for example through the information system of Oslo Axess / the company’s home page on Internet. A copy of the recommendations shall be sent to the chairman of the board of directors. The same applies to any proposals to change the committee’s rules of procedure.

The nomination committee shall justify its recommendations. 

The chairman of the nomination committee, or any person appointed by the chairman, shall present the recommendations of the committee on the general meeting.