Page 96 - Bouvet årsrapport ENG 2010 ePub

Bouvet annual report 2010 96

Te audit committee determines for itself who is to attend meetings. Apart from the committee’s members, the chief fnancial ofcer and a representative of the external auditor will normally attend.

Te audit committee will have separate meetings at least once a year with a repre-sentative of the external auditor and the chief executive respectively.

A list of the committee’s members can be obtained on application to the company.

10. Risk management and internal control

Te board and executive management of Bouvet place great emphasis on establishing and maintaining routines for risk manage-ment and internal control. An annual review of the most important risks afecting the business is conducted by the board, with spe-cial attention paid to the following aspects.

Training and motivation of employees

Training and motivating employees is a key factor in Bouvet’s business. It regards a high quality of work, openness and honesty in relations between individuals and the group as important principles. Systematic eforts are made to ensure that the workforce is professionally up-to-date and developing well. Te group is committed to maintain-ing a good social environment. Another goal is that the working day will not last longer than is necessary for employees to have good leisure time. Bouvet conducts annual work-ing environment (climate) surveys as part of its internal control.

Work procedures, regulations, instructions and authority In addition to the instructions enshrined in its contracts of employment, Bouvet has established in-house rules for employees and pays attention to training in and under-standing of these regulations.

Financial reporting

Monthly operational and accounting reports are prepared for submission to the board.

Client satisfaction

Regular surveys are conducted to secure information on client satisfaction.

Projects

Bouvet invoices most of its projects on an on-going basis. But the group also delivers projects where a predefned result is to be supplied at a price which is fxed or contains elements of fxed pricing. Variances may arise in such cases between the fnal income per hour and the calculated income per hour at start-up and during execution of the projects. A continuous assessment is made of risk associated with projects.

Counterparty risk

Bouvet conducts an annual review of both clients and suppliers to identify counter-party risk. New clients are also subject to a thorough assessment to identify any risk they may present. Te conclusions of these evaluations are submitted to the board.

11. Remuneration of the board of directors

Te general meeting determines directors’ fees on the basis of proposals from the nomination committee. Fees are fxed and independent of the results achieved. Infor-mation on all remuneration paid to directors is presented in note 19 to the annual report.

12. Remuneration of the executive management

Te board determines the chief executive’s terms of employment and sets guidelines for the remuneration of other senior executives.

Te main principle applied by Bouvet for determining the pay and other remunera-tion of the chief executive and other senior executives is that these persons will be of-fered competitive terms. In addition, Bouvet will ofer terms which encourage a commit-ment to and value creation for the group and its shareholders, and which strengthen the loyalty of senior employees to the business.

All Bouvet’s incentive schemes are collective, and no programmes of this kind are reserved

exclusively for the chief executive and other senior executives.

Bouvet’s proft-sharing model comprises two components:

• proft-sharing at regional level for unit managers, sales staf and consultants • proft-sharing at corporate level for per-sonnel in shared administrative and staf functions.

Te chief executive and other senior execu-tives have three months notice, calculated from the end of the calendar month in which they resign/are dismissed. Te chief executive has a 12-month pay guarantee in addition to the agreed period of notice, subject to the reporting of all other income in the period to Bouvet for deduction from payments by the group. Te right to this pay guarantee will be lost if the chief executive is dismissed on le-gitimate grounds pursuant to the regulations of the Working Environment Act.

Information on all benefts paid to the executive management is provided in note 19 to the annual accounts.

13. Information and communication

Bouvet takes the view that objective, detailed and frequent information to the market is essential for a correct valuation of its share, and accordingly pursues a continu-ous dialogue with analysts and investors.

Information about important events in Bou-vet as well as its periodic reporting of results are published in accordance with the guide-lines to which the group is subject through its listing on the Oslo Stock Exchange.

Bouvet seeks continuously to publish all rel-evant information to the market in a timely, efcient and non-discriminatory manner. All stock exchange announcements are made available on the group’s website, the Oslo Stock Exchange website at www.newsweb.no and through wire services (via Hugin).

Te group will provide the same informa-tion to all shareholders at the same time.