Hexagon Annual Report 2019

75 2019 AT A GLANCE FROM THE BOARD ROOM FINANCIAL STATEMENTS The Board ensures that the Group has good internal controls and appropriate systems for risk management in relation to the scope and type of our business operation. This includes ensuring that the Group’s risk management and internal controls are adequate and systematic and that processes are established in accordance with laws and regulations, articles of association, instructions and external and internal guidelines. The Board regularly and systemati- cally assesses strategies and guidelines for risk manage- ment. The Board’s audit committee reviews the overall risk management policy and procedures and the Group’s internal control routines. The committee functions as a preparatory and advisory committee for the Group’s Board and provides support for exercising its responsibilities relating to risk management, financial reporting, financial information and auditing. Please see Risk Management section of the Board of Directors’ report for further information on the Group’s main risks. 11. REMUNERATION OF THE BOARD The remuneration of the Board of Directors is intended to reflect the Board’s responsibility, expertise, time commit- ment and the complexity of the company’s activities. On 24 April 2019 the annual general meeting established the Board fees for 2018 in connection with the approval of the annual accounts. POSITION FEES Chairman NOK 500 000 (500 000) Deputy Chair NOK 250 000 (230 000) Other Board Members NOK 200 000 (180 000) Leaders of the Board committees are paid additional fees per positions of NOK 50,000 (40,000). Members of the Board committees are paid additional fees per positions of NOK 35,000 (30,000). Fees are fixed and are not linked to the company’s performance. Board members are not eligible for share option programs. Business transactions between companies owned by the two primary shareholders, Knut Flakk and Mitsui & Co., and Hexagon are described in note 27 to the consolidated financial statements – transactions with related parties. 12. REMUNERATION OF THE EXECUTIVE MANAGEMENT The Board has established guidelines for the remuneration of the executive management, which include the main prin- ciples for the company’s management remuneration policy. Executive management remuneration is based on company and individual performance, and both the method and the amount are intended to promote long-term value creation for the company. We believe that this can be achieved through the prudent use of share options and/or other equivalent financial instruments and/or bonus schemes. The requirements related to capital increases in relation to option agreements and other agreements regarding the allocation of shares are approved by the annual general meeting. Remuneration guidelines for the CEO and other executive management are established by the Board and also presented to the general meeting for approval. 13. INFORMATION AND COMMUNICATION The Group follows the Oslo Stock Exchange’s recom- mendations for reporting investor information. The Group’s information policy is based on openness and equal treat- ment of all shareholders and participants in the securities market. Our policy is to provide all shareholders with correct, clear, relevant and prompt information. Efforts are being directed towards developing disclosures on major value drivers and risk factors. We believe it is important that employees, shareholders and investors have equal opportunities to monitor the company’s performance and receive sufficient information to value the company correctly. The Group seeks to communicate information about its products and markets to central target groups, while ensuring that all stakeholders have equal access to information provided by the company. 14. COMPANY ACQUISITION The Board acknowledges that it should not prevent or obstruct offers for purchase of the company’s business operations or shares. Agreements that restrict the pos- sibility of obtaining other offers for the company’s shares should only be entered into when clearly justified as being in the joint interests of the company and its shareholders. Agreements between the company and an offeror that are important to the market’s assessment of the offer are made public before or at the same time as notice is given that an offer will be made. 15. AUDITOR Each year, the company’s external auditor provides an annual written confirmation of his/her independence and objectivity. The auditor attends Board meetings that address the annual accounts and presents to the audit committee the main features of a plan for implementing the auditing work. Annually the auditor presents to the Board an opinion on the company’s accounting principles, asset management and internal control procedures. EY are the Group’s auditors, appointed by the general meeting of shareholders. The auditors have no engagements with the company that could impair their independence. See note 27 to the consolidated financial statements for information about remuneration to the auditor, including statutory audit and other services. Corporate Governance