Page 48 - EVRY Annual Report 2012

From the Boardroom 48
The parties negotiated a newagreement in autumn 2012 for the
purchase of services fromEVRY.
EVRY’s Board andmanagement are satisfied that all agreements
entered into between the company and its main shareholders
(including related companies), as well as all other business trans-
actions and contracts, are on an ‘arm’s length’ basis.
The Boardwill pay particular attention to obtaining independent
valuations for anymaterial transactions between the company
and its shareholders, parent companies of its shareholders, mem-
bers of the Board, executive personnel or any close associates of
such parties.
The company has guidelines in place to ensure that members of
the Board and executive personnel notify the Board if they have
anymaterial interest, directly or indirectly, in an agreement
entered into by the company.
5. Freely negotiable shares
Shares in EVRY are freely negotiable. The Articles of Association
do not impose any restrictions on transfers of shares.
EVRY ASA is listed on the Oslo Stock Exchange, and the com-
pany works actively to attract the interest of new shareholders.
Strong liquidity in the company’s shares is essential if the
company is to be viewed as an attractive investment and thus
achieve a low cost of capital.
6. General Meetings
The Annual General Meeting
The Annual General Meeting (“AGM”) is the company’s ultimate
corporate body. The Board strives to ensure that AGMs are an
effective forum for communication between shareholders and
the Board.
Preparation for the AGM
The AGM is usually held before 1 June each year, and in any
case no later than 30 June, which is the latest date permitted by
company law. The 2012 AGMwas held on 23 April 2012. The 2013
AGMwill be held on 13 May.
The notice calling the AGM and any Extraordinary General
Meeting is made available on the company’s website (www.
evry.com) and sent to shareholders by post no later than three
weeks in advance of the meeting. Article 7 of the Articles of
Association stipulates that the supporting documents dealing
withmatters to be considered by the AGM can be made available
on the company’s website rather than being sent to sharehold-
ers by post. However, shareholders are still entitled to receive
the documents by post upon request if they so wish.
The supporting documentation provides all the necessary
information for shareholders to form a view on the matters to
be considered. In accordance with the company’s established
practice, the deadline for shareholders to notify their intention
to attend a general meeting can be no earlier than the day before
the date of the meeting.
The date of the next AGM is included in the company’s financial
calendar. The financial calendar for the coming year is published
no later than 31 December in the form of a stock exchange
announcement and is also made available on the company’s
website.
Participation in the AGM
Shareholders must give written notice of their intention to
attend the AGM, either by post, telefax, via their VPS securities
account, or by e-mail. Shareholders who are unable to attend
the meeting are encouraged to appoint a proxy. The arrange-
ments for appointing a proxy allow shareholders to specify
how their proxy should vote on eachmatter to be considered.
Representatives from the Board attend the AGM, together with
at least one representative from the Election Committee, and
the auditor. The executive management is represented at the
AGMwith, at a minimum, the CEO and the CFO attending.
Agenda and conduct of the AGM
The Board decides the agenda for the AGM. The main agenda
items are determined by the requirements of the Public
Limited Liability Companies Act and Article 7 of the Articles of
Association. Each AGM appoints a chairperson for the meeting,
thereby ensuring that the AGM has an independent chairper-
son in accordance with the recommendations of the Code of
Practice. The CEO gives a presentation of the group at each
AGM. The Audit Committee and the Compensation Committee
present their work over the past 12 months. The AGMminutes
are published by issuing a stock exchange announcement, and
are also made available on the EVRY website atwww.evry.com.
7. Election Committee
EVRY has an Election Committee consisting of three members.
The members of the Election Committee are elected by the
AGM after considering proposals made by the current Election
Committee. The members of the Election Committee serve for
a two-year term of office. The company has arranged for share-
holders to communicate their views on the composition of the
Election Committee through the company’s website at www.
evry.com. The AGM also issues the mandate for the work of the
Election Committee and determines its remuneration. These ar-
rangements are formalised in Article 8 of the company’s Articles
of Association.