Komplett Bank annual report 2019

articles of association, the annual general meeting must be held annually by the end of April. The notice of the general meeting, a meeting registration form and a proxy form will be made available on Komplett Bank’s website www. komplettbank.no no later than 21 days prior to the general meeting. Shareholders wishing to attend the general meeting must send in the registration form or proxy form as stated in the meeting notice. The notice explains the procedure for voting, including the procedure for attending by proxy, and the right of shareholders to present alternatives to the Board of Directors’ proposals under the items considered by the general meeting. According to Komplett Bank’s articles of association, the chair of the Board declares the general meeting open and chairs the discus- sions until a chair for the meeting has been elected. Members of the Board of Directors and the auditor are also summoned to the general meeting. Members of the Board of Directors have a right to attend and speak at general meetings. The chair of the Board and the CEO have a duty to attend unless there is a valid reason for their absence, in which case a deputy must be appointed. The general meeting elects the Board’s shareholder-elected members as well as members of the nomination committee. The general meeting also elects the Bank’s auditor. Decisions are made through a general majority, unless otherwise provided for by law or statute. 7. Nomination committee According to the articles of association, the Bank must have a nomination committee, which must submit recommendations to the ordinary general meeting concerning the election of members to the Board of Directors and the nomination committee, along with proposed fees for such members hereunder committees appointed by the Board of Directors. The general meeting has adopted specific guidelines regarding the work of the nomination committee. The nomination committee must consist of three members, all of whom are elected by the general meeting. The majority of the members of the nomination committee must be independent of the Board and the general management. Board members, the CEO and other members of the Bank’s general management cannot be elected as a member of the nomination committee. The members of the nomination committee are elected for two years unless the general meeting decides otherwise. 8. Board of Directors, composition and independence The Bank’s Board of Directorsmust consist of fivemembers, all of whomare elected by the general meeting, as well as two employee rep- resentatives elected by and fromamongst the Bank’s employees. The Board of Directors shall collectively possess the expertise which, given the Bank’s organisation and operations, is deemed necessary in order to perform its duties, and at least one of itsmembersmust possess qualifications in accounting or auditing. In accordance with the articles of association, two of the Board of Directors’ electedmembersmust be employees of the Bank. Two personal deputiesmust be elected for thesemembers, with the right to attend and speak at Boardmeetings. The general meeting elects the chair of the Board and a deputy chair. Board members are elected for a term of two years at a time. The majority of the shareholder-elected Board members are independent of the senior management and significant business relationships, and at least two of the shareholder-elected members are independent of the Bank’s main shareholders. The Board of Directors held 31 meetings in 2019. The Audit and Risk committee held 15 meetings. An overview of the Board of Directors’ members and chair is available on Komplett Bank’s website https://ir.komplettbank.com/ corporate-governance/Board-of-Directors/. 9. The work of the Board of Directors Komplett Bank’s Board of Directors are responsible for ensuring that the operation is appropriately organised. The Board of Directors adopts plans and budgets, as well as guidelines for the Bank’s activities, and is responsible for ensuring that the enterprise has appropriate systems in place for risk management and internal control. The Board of Directors keeps itself informed of the company’s financial position at all times by reviewing and approving quarterly and annual reports, as well as monthly reviews of Komplett Bank’s financial position and development. The Board of Directors is responsible for monitoring and managing the Bank’s overall risk. The Board of Directors must also regularly consider whether the Bank’s governance and control arrangements are appropriate for the risk level and the scope of the business. The Board of Directors have drawn up a set of instructions for the Board’s responsibilities and duties, matters which must be consid- ered by the Board, rules regarding case handling, etc. The Board’s work and competence is evaluated annually. The Board also estab- lishes an annual plan for its work. The Board of Directors has also established instructions for the general management of the Bank. The Board of Directors decided on 11 February 2020 to appoint a remuneration committee. The remuneration committee is respon- sible to prepare and propose the Komplett Bank’s remuneration scheme for the Board of Directors and, in particular, for ensuring that the scheme promotes and offers incentives for good manage- ment and control of the Bank’s risks, discourages high risk-taking and helps to avoid conflicts of interest. The remuneration scheme 14 Corporate governance