Page 94 - Bouvet årsrapport ENG 2010 ePub

Bouvet annual report 2010 94

However, the dividend payout ratio can be reduced if substantial investments are planned.

Dividend can be lower than the goal if the retained proft can be proftably invested for the owners.

Te board must explain the reasons for its proposed dividend policy and dividend payout to the general meeting.

Mandates for share issues and repurchases

In the board’s view, mandates from the general meeting to increase the share capital should be limited to defned purposes and remain valid for no longer than a year. Te general meeting should therefore consider board mandates to increase the share capital separately for each purpose, rather than awarding an umbrella mandate. Te board also believes that mandates to purchase the company’s own shares must remain valid for a period no longer than until the next annual general meeting.

Te board held one mandate at 31 Decem-ber 2010 to raise the share capital by up to 1 000 000 shares. Tis mandate runs until the annual general meeting in 2011, and in any event not beyond 30 June 2011. As a general rule, existing shareholders will have a pre-emptive right to the allocation of and subscription to signifcant share issues. Should the general rule be waived, the reason for doing so will be published in the stock exchange announcement on the capital increase. In addition, the board has a mandate to increase the share capital by a maximum of 100 000 shares in order to implement the company’s share saving programme.

Te board held a mandate at 31 December 2010 to acquire the company’s own shares to serve as full or partial settlement for the acquisition of businesses and to provide a holding of shares in hand for that pur-pose. Tese transactions will be conducted through the stock exchange or in others ways at prevailing stock exchange prices,

and such a way that the principle of the equal treatment of shareholders is observed. Te mandate runs until the annual general meeting in 2011, and in any event not beyond 30 June 2011.

4. Equal treatment of shareholders and transactions with close associates

Equal treatment

Bouvet has a single share class, and each share carries one vote.

Shareholders will be treated equally unless qualifed grounds exist for an alternative approach. Eforts will be made to conduct possible transactions by the company in its own shares through the stock exchange or in others ways at prevailing stock exchange prices.

Transactions with close associates

Bouvet’s routines specify that, in general, no transactions should be conducted between the group and its shareholders, directors, senior executives or their close associates. Should any of these have an interest in a transaction involving the group, the board must be informed and take up the matter for consideration if necessary. Unless the transaction is insignifcant, the board will secure third-party assessments of the transaction and otherwise assure itself that no form of unfair treatment of sharehold-ers, elected ofcers, employees or others is involved.

5. Freely negotiable shares

Bouvet’s articles of association place no restrictions on transferability, and its shares are freely negotiable. Bouvet ASA was trans-ferred from the Oslo Axess list to the Oslo Stock Exchange in November 2010.

6. General meetings

Te general meeting is the company’s high-est authority.

Bouvet will facilitate the participation of as many shareholders as possible at the general

meeting, and ensure that it functions as an efective meeting place for the sharehold-ers and the board so that the owners can exercise their rights.

Notice of the meeting and supporting docu-ments will be issued in good time before the meeting is to take place, and posted to the company’s website no later than 21 days in advance. All shareholders with a known address in the Norwegian Central Securities Depository (VPS) will receive the docu-ments in the post at least 21 days before the general meeting takes place. Te deadline for notifying attendance is a maximum of fve working days before the meeting.

Shareholders unable to attend in person will be given an opportunity to vote by proxy. Te company will provide information on the procedure for appointing a proxy or appoint a person who can act as proxy for the shareholder. A proxy form will also be prepared which makes it possible for the shareholder to specify how their proxy should vote on each item to be considered and over each candidate for election.

Te chairman of the board, the nomination committee and the auditor will attend the annual general meeting, together with repre-sentatives of the executive management. In addition, at least one director will attend all extraordinary general meetings.

Te board determines the agenda for the general meeting. Te main items on the agenda comply with the requirements of the Public Limited Companies Act as well as the parent company’s articles of association. As recommended by the code, each general meeting appoints a person to act as its inde-pendent chair. Minutes of general meetings are published on the group’s website and on the Oslo Stock Exchange website at www.newsweb.no.

7. Nomination committee

Bouvet has a nomination committee with three members elected for two-year terms. Te committee’s job is to propose candidates for election to the board as well as directors’ fees.