Hexagon Annual Report 2019

73 2019 AT A GLANCE FROM THE BOARD ROOM FINANCIAL STATEMENTS Hexagon Composites follows the Norwegian Code of Practice for Corporate Governance. We aim to secure a clear division of roles and responsibilities between shareholders, the Board of Directors and executive management to ensure good corporate management. We believe that this contributes to the greatest possible value creation for all interest groups and strengthens the trust in the company among shareholders, in the capital markets and with other key stakeholders. 1. DESCRIPTION OF CORPORATE GOVERNANCE Hexagon Composites ASA’s principles for corporate gover- nance were last revised at the Board meeting of 11 February 2020. The principles can be found on the Group’s website. We follow the Code of Practice established by the Norwegian Corporate Governance Committee (NUES). This is available at www.nues.no. We continue to update our principles for corporate governance in accordance with the Code of Practice of 17 October 2018. Unless otherwise indicated in the text below, there are no deviations to the Norwegian Code of Practice for Corporate Governance. Hexagon requires that all work and activities are performed in accordance with high ethical standards and that all employees and business partners refrain from corrupt practices. We operate within a framework of common values, including formal ethical requirements governing our business practices as approved by the Board. The Board believes that the organization is characterized by strong ethical standards and a high level of integrity. 2. NATURE OF BUSINESS Hexagon develops and commercializes competitive, inno- vative products and solutions based on advanced com- posite technology. Our goal is to remain the international leader in selected niches. The scope and objectives of our business are defined in the company’s articles of association which can be found on our website. A more comprehensive discussion and analysis of our business activity and operating results are included in this annual report. The company has established objectives, strategies and risk profiles for its activities, with a focus on value creation. These objectives will be subject to annual review. Social responsibility is an integral part of Hexagon’s corpo- rate governance process. Formal guidelines for corporate social responsibility have been approved by the Board and integrated into the Group’s management systems. 3. COMPANY CAPITAL AND DIVIDENDS Hexagon’s capital structure is considered to be at a level appropriate to the Group’s objectives, strategies and risk profile. Our main objective is to focus on high-growth areas, and we intend to make the necessary investments to develop our business in these markets. Authorization to the Board for capital transactions are normally restricted to defined objectives and time limitations that do not exceed the next ordinary general meeting. This applies to the issuance of new shares as well as the purchase of own shares. The Board is authorized to approve the purchase of own shares in one or more tranches up to or 10% of current issued share capital. Equity incentive programs for employees are approved by special authorization. Authorizations for increases in share capital relating to multiple purposes are considered separately. Our main objective is to provide competitive returns to shareholders primarily through increasing the intrinsic value of our business. Dividend payments are dependent on financial performance and investment requirements. For the year 2018 Hexagon Composites did not propose a dividend. The Board does not propose a dividend for 2019. 4. EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH RELATED PARTIES Hexagon has one class of shares and our policy is to com- ply with the equal treatment principles of applicable law in capital transactions. In the event where circumstances require deviation from the main rule of equal treatment of shareholders, subsequent measures will be implemented to reduce the impact of such deviation, unless the impact is justifiable. Reasons for any deviation from equal treatment of all shareholders in capital transactions are included in the notice to the stock exchange made in connection with the transaction. The Group normally conducts transactions in its own shares through the stock exchange or at equivalent market rates. Particular prudence is applied in direct share transac- tions with the Group’s shareholders, board members, management or related parties that have a financial or per- sonal interest in the company. Any assessments of material transactions are performed by an independent party. 5. FREELY NEGOTIABLE SHARES All shares in Hexagon are freely negotiable shares with full voting rights. No form of transfer or voting restrictions have been stipulated in the articles of association. 6. ANNUAL GENERAL MEETING We have well established procedures for publicly announc- ing and issuing information regarding the general meeting, and our website is an important source of information. Notice of the general meeting and supporting documents, including the recommendations from the nomination com- mittee, are published on our website 21 days in advance Corporate Governance