BW Offshore Annual Report 2018

9 The work of the Board The Board is ultimately responsible for the management of the Company and for supervising its day-to-day manage- ment. The duties and tasks of the Board are detailed in the Company’s Bye-laws. The Board shall produce an annual plan for its work, with particular emphasis on objectives, strategy and implemen- tation. The Board shall issue instructions for its own work, as well as for the executive personnel, with particular emphasis on clear internal allocation of responsibilities and duties. Directors and officers of the Company and other leading personnel shall notify the Board if they directly or indirectly have a significant interest in matters to be considered by the board of directors. In order to conduct its work, the Board each year fixes in advance a number of regular scheduled meetings of the Board for the following calendar year, although additional meetings may be called by the chairman. The directors shall normally meet in person, but if so allowed by the chairman, directors may participate in any meeting of the Board by means of telephone. Minutes in respect of the meetings of the Board of Directors are kept by the Company in Bermuda. The Board shall provide details in the annual report of any Board committees appointed. The Board shall have an Audit Committee as a preparatory and advisory committee for the Board, and the entire Board shall not act as the Company’s Audit Committee. In addition, the Board shall have a Remuneration Committee as a preparatory and advisory committee for the Board in order to ensure thorough and independent preparation of matters relating to compensa- tion to the executive personnel. The Board carries out an annual evaluation of its perfor- mance and expertise. 10 Risk management and internal control The Board ensures that the Company has sound internal control procedures and systems to manage its exposure to risks related to the conduct of the Company’s business, to support the quality of its financial reporting and to ensure compliance with laws and regulations. Such procedures and systems shall contribute to securing shareholders’ invest- ment and the Company’s assets. Management and internal control is based on Company- wide policies and internal guidelines in areas such as Finance and Accounting, HSE, Project Management, Operation, Technical and Business Development, in addition to imple- mentation and follow-up of a risk assessment process. The Company’s management system is central in the Company’s internal control and ensures that the Company’s vision, poli- cies, goals and procedures are known and adhered to. The Board shall carry out an annual review of the Company’s most important areas of exposure to risk and its inter- nal control arrangements and an annual supervisory plan for internal audit work is approved by the CEO, based on HSSEQ recommendations and risk assessments carried out. The internal auditor position is independent from the line management and reports directly to the CEO. In addition to its own controlling bodies and external audit, the Company is subject to external supervision by DNV GL for classifica- tion in accordance with relevant ISO standards. The Board’s Audit Committee follows up internal control in connection with quarterly reviews of the Group’s finan- cial reporting in addition to two meetings in which internal control issues are addressed specifically. The chief financial officer, the Company’s other relevant senior staff and rep- resentatives of the external auditor, attend the meetings of the Audit Committee. The systems for risk management and internal control also encompass the Company’s guidelines regarding how the Company integrates considerations related to stakeholders into its creation of value. BW Offshore has established a Code of Conduct for the Company and its employees providing guidance to employ- ees on how they can communicate with the board to report matters relating to illegal or unethical conduct by the Company. 11 Remuneration of the Board of Directors The general meeting decides the remuneration of the Board. The remuneration of the Board and its individual directors shall reflect the Board’s responsibility, competence, use of resources and the complexity of the business activities. The remuneration of the directors shall not be linked to the Company’s performance and the directors do not receive profit related remuneration or share options or retirement BW Offshore Limited | Annual Report 2018 39