Page 95 - Bouvet årsrapport ENG 2010 ePub

Bouvet annual report 2010 95

Te requirement for a nomination commit-tee is enshrined in article 7 of the articles of association, and the general meeting has adopted instructions for its work.

8. Board of directors: composition and independence

Bouvet’s board of directors consisted at 31 December 2010 of four shareholder-elected directors and three worker directors elected by and from among the employees. Tree of the directors were women and four men.

Te shareholder-elected directors have long and varied experience from the energy, banking/fnance and public administration sectors, and have expertise in the felds of organisation, marketing, management and fnance. An overview of the directors and their present positions can be found on the website at www.bouvet.no.

Te composition of the board ensures that it can operate independently of special inter-ests. Te chief executive is not a director.

9. The work of the board of directors

Te board of directors is the group’s highest body, and answerable only to the general meeting. It has overall responsibility for planning and execution of the group’s strat-egy and activities, including its organisation, remuneration policy and risk management. Te board also has overall responsibility for control and supervision.

Te duties and responsibilities of the board are dictated by applicable legislation, the parent company’s articles of association, and mandates and instructions adopted by the general meeting.

Tese duties and responsibilities fall under two principal heads:

• management of the company, pursuant to section 6, sub-section 12 of the Public Limited Companies Act

• supervision, pursuant to section 6, sub-section 13 of the Public Limited Companies Act.

Te board discusses all matters relating to the group’s activities which are of signifcant importance or of a special character.

An annual plan has been approved by the board for its work. Tis focuses on the board’s duties: to develop the group’s strategy and monitor its implementation. In addition, the board will exercise supervision to ensure that the group meets its business goals and manages risk in a wise and satis-factory manner. Te board is responsible for appointing the chief executive.

Pursuant to the Public Limited Companies Act, the division of the board’s roles and du-ties is enshrined in a formal mandate which includes specifc rules and guidelines for its work and decisions.

Te chair is responsible for ensuring that the work of the board is conducted in an efcient and proper manner and in compliance with applicable legislation.

In addition to the chair, the board has an independent chair to lead the discussion on issues where the chair has a confict of interest or is unable to attend.

Te board carries out an annual assessment of its work.

Periodic reports which comment on the group’s fnancial status are received by the board.

Te board has established two sub-commit-tees, for audit and compensation respec-tively. Instructions have been adopted for the work of these bodies.

Compensation committee Tis sub-committee assesses the content and principles of the group’s pay and bonus system, and for preparatory work ahead of a discussion of these issues by the full board in cooperation with the chief executive. Te sub-committee compares remuneration in Bouvet in part with other companies, and presents proposals to the full board on pos-sible changes.

An overview of the sub-committee’s mem-bership can be obtained from Bouvet on request.

Audit committee

Te audit committee’s primary function is to conduct an independent check of the company’s fnancial reporting, auditing, in-ternal control and overall risk management.

Collectively, the committee will have the ex-pertise required to exercise its duties, given the company’s organisation and business. At least one of its members must be independ-ent of the business and have accounting or auditing qualifcations.

Te audit committee will:

• Prepare the board’s follow-up of the fnancial reporting process.

• Monitor the systems for internal control and risk management.

• Maintain on-going contact with the company’s elected auditor concerning the auditing of the annual report. • Assess and monitor the auditor’s inde-pendence pursuant to chapter 4 of the Norwegian Auditing Act, and particularly the extent to which services other than auditing delivered by the auditor or the audit company represent a threat to that independence.

• Te committee will be consulted over the election of the auditor, and its statement will be appended to the recommendation. Te committee will review its mandate and mode of working on an annual basis and recommend possible changes to the board.

Te audit committee can initiate the inves-tigations it fnds necessary for discharging its duties, which includes obtaining external advice and support. Te committee will not take decisions on behalf of the board, but will present its assessments and recommen-dations to the board.

Te audit committee will meet as frequently as it fnds necessary, but not less than four times a year.