Axactor Annual Report 2016

risk management systems as they relate to the Company’s financial reporting. 11. Board compensation The general meeting shall determine the Board’s remuner- ation annually. Remuneration of board members shall be reasonable and based on the Board’s responsibilities, work, time invested and the complexity of the enterprise. The compensation shall be a fixed annual amount. The chairman of the Board may receive a higher compen- sation than the other board members. The Board shall be informed if individual board members perform other tasks for the Company than exercising their role as board members. Work in sub-committees may be compensated in addition to the remuneration received for board membership. The Company’s financial statements shall provide further information about the Board’s compensation. The Company’s financial statements provide further informa- tion about the Board’s compensation, see note 7 in the annual accounts. 12. Compensation to employedmanagement The Board shall decide the salary and other compensation paid to the CEO. The CEO’s salary and bonus shall be deter- mined on the basis of an evaluation with emphasis on specific factors determined by the Board. The Board shall annually carry out an assessment of the salary and other remuneration to the CEO. The Company’s financial statements shall provide further information about salary and other compensation paid to the CEO and the Executive Management Team. The CEO shall determine the remuneration of executive employees. The Board shall issue guidelines for the remunera- tion of the Executive Management Team. The guidelines shall lay down the main principles for the Company’s management remuneration policy. The salary level should not be of a size that could harm the Company’s reputation, or above the norm in comparable companies. The salary level should, however, ensure that the Company can attract and retain executive employees with the desired expertise and experience. The Board intends, prior to the 2017 AGM, to issue guidelines for the remuneration of the Executive Management Team as well as main principles for the Company’s management remuneration policy. The compensation to employed management is presented in note 7. 13. Information and communication The Board and the Executive Management Team shall assign considerable importance to giving the shareholders quick, relevant and current information about the Company and its activity areas. Emphasis shall be placed on ensuring that the shareholders receive identical and simultaneous information. Sensitive information shall be handled internally in a manner that minimises the risk of leaks. All material contracts to which the Company becomes a party shall, where appropriate, contain confidentiality clauses. The Company shall have clear routines for who is allowed to speak on behalf of the Company on different subjects, and who shall be responsible for submitting information to the market and investor community. The CEO and the CFO shall be the main contact persons of the Company in such respects. The Board shall keep itself updated on matters of special importance to the shareholders. The Board shall therefore ensure that the shareholders are given the opportunity to make known their points of view at and outside the general meeting. 14. Take-over bids The Company’s articles of association do not set any restric- tions on acquisition of the shares in the Company. In the event of a take-over bid for the Company, the Board will follow the overriding principle of equal treatment of all shareholders. Further, the Board will strive to ensure that the Company’s business activities are not unnecessarily disrupted. The Board will further strive to ensure that the shareholders are given sufficient information and time to assess the offer. The Board will not seek to prevent any take-over bids unless it believes that the interests of the Company and the shareholders justify such actions. The Board will not exercise mandates or pass any resolutions with the intention of obstructing any take-over bid unless it is approved by the general meeting following the announcement of the bid. The Board will issue a statement in accordance with statutory requirements and the recommendations in the Norwegian corporate governance code. The Board shall also consider obtaining a valuation from an independent expert. If a bid is made for the shares in the Company, the Company will not limit others from presenting similar bids for the shares, unless this is clearly justified as being in the Company’s and shareholders’ common interest. In the event of a bid for the shares in the Company, the Company will publish the required disclosures pursuant to legislation and regulations for companies listed on the Oslo Stock Exchange. Axactor AB | Annual report 2016 79