Page 53 - EVRY Annual Report 2012
Basic HTML Version
From the Boardroom
53
Financial reports
EVRY normally publishes its provisional annual accounts by
mid February. The complete annual report and accounts are
made available to shareholders no later than three weeks prior
to the AGM. Quarterly interim reports are normally published
in the third week following the end of the quarter.
The company’s financial calendar for the coming year is pub-
lished no later than 31 December in accordance with the rules
of the Oslo Stock Exchange. The financial calendar is available
on the company’s website and on the Oslo Stock Exchange
website.
Other market information
EVRY holds open presentations in connection with the
publication of its interim reports. These presentations review
the published results, market conditions and the company’s
future prospects. The presentations are given by the CEO and
the CFO at a minimum, and are distributed by webcast so that
anyone unable to attend can follow the presentation on the
internet in real time or view it later.
Quarterly reports, presentation material and webcasts are all
available on the EVRY website at
.
The group takes a cautious approach in its contacts with in-
dividual shareholders and investment analysts. The company
does not participate in any meetings with investors or analysts
for the four weeks prior to each quarter-end.
14.Takeovers
Basic principles and responsibilities
The Board of EVRY is committed to equal treatment of
shareholders and will ensure openness with respect to any
potential takeover of the company. As a result, the Board
has drawn up guidelines for its conduct in the event that any
bid is made for the company. The guidelines apply where a
process is initiated with a view to making a bid to acquire all
or part of EVRY, subject to the process having made sufficient
progress to be regarded as a realistic possibility. The guide-
lines also cover the situation if a formal bid is made.
Evaluation of a bid
If a formal bid is made for EVRY, the Board will normally seek
to attract competing bids. This will not apply if the Board un-
equivocally recommends the bid received, or if the process of
seeking to attract a competing bid would cause a bid already
made to be withdrawn or expire.
If a bid is received for the company’s shares, the Board
will issue a statement evaluating the bid together with a
recommendation on whether shareholders should or should
not accept the bid. If the Board finds that it is unable to rec-
ommend whether or not shareholders should accept the bid,
it will explain its reasons for not making a recommendation.
If the Board’s statement is not the unanimous view of the
Board, this will be explained.
Shareholders’ agreements
In connection with the merger of EDB Business Partner ASA
and ErgoGroup AS in 2010, the merged company entered into
agreements with its main shareholders, Posten and Telenor,
that regulate certain matters relating to their shareholdings
in the company.
Since October 2012, transfers by either of the main share-
holders are still subject to certain restrictions, including a
right for the other party to purchase the shares in question.
The parties to the shareholders’ agreement have also agreed
to encourage EVRY to participate in a future consolidation
within its industry. The parties have also established mecha-
nisms whereby a party may initiate a process to evaluate
alternatives for the ownership and industrial development of
the company which may, ultimately and on certain condi-
tions (but no earlier than five years after the completion of
the merger in October 2010), require a party to participate
in a transaction involving the company, which is supported
by the other party, the board of EVRY and a majority of the
shareholders other than the parties. Further information on
the shareholders’ agreements is provided in the company’s
Prospectus dated 23 November 2010.
15. Auditor
Election of the auditor
Ernst & Young is the auditor for EVRY.
Auditor’s relationship with the Board and the Audit Committee
The auditor attends at least one meeting each year with the
Board at which the company’s management is not repre-
sented. The auditor participates at meetings of the Board that
consider the annual accounts and participates at all meetings
of the Audit Committee.
Auditor’s relationship with executive management
The Board has issued guidelines for the conduct of the rela-
tionship between the auditor and the group. The Board regu-
larly reviews this relationship, to ensure that the auditor is
fulfilling a satisfactory control function. The Board has ruled
that EVRY can only use the auditor for consultancy work in
cases where such agreements are specifically approved by the
Board.
