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REC Annual Report 2011
27
The Board of Directors’ report on corporate governance
At the Annual General Meeting (AGM) on May 25, 2011, the Board was
granted the following authorities:
• Authority to issue convertible bond (s) with warrants (up to ten
percent of the existing share capital).
• Authority to acquire shares in the Company (up to a maximum of ten
percent of the nominal value)
• Authority to increase the share capital (up to ten percent of the
existing share capital).
Reference is made to note 15 of the annual financial statements for a
more detailed description of the mandates including defined purposes
and time limits for utilization. Separate voting for each purpose was
implemented on the AGM.
4. EQUAL TREATMENTOF SHAREHOLDERS AND
TRANSACTIONSWITH RELATED PARTIES
REC has one class of shares and each share confers one voting right at
the General Meetings. The Articles of Association contain no restrictions
on voting rights.
REC seeks to conform to the principles for equal treatment of
shareholders and is generally cautious as regards transactions with
shareholders, members of the Board of Directors, GroupManagement or
parties related to these.
REC did not acquire own shares in 2011. Shares acquired in previous
years in relation to employee share programs have been acquired
through the stock exchange.
There were no agreements in 2011 between REC or a REC Group
company and shareholders, directors, GroupManagement or a party
related to such individuals that could be described as a material
transaction. Reference is also made to note 10 to the consolidated
financial statements regarding related party transactions.
The Board has adopted guidelines to ensure that the Board will be
informed of any possible interests of a Board member or a member of
the GroupManagement or parties related to these in any transaction or
matter dealt with by the Board, as well as guidelines for the handling of
such a situation.
5. FREELYNEGOTIABLE SHARES
REC is listed on the Oslo Stock Exchange. All shares are without any
restrictions and are freely negotiable.
6. GENERAL MEETINGS
According to the Articles of Association, the AGM is to be held by the
end of June every year.
The notice of a General Meeting and the proposed resolutions are sent
to the shareholders and made available at the Company’s website no
later than three weeks prior to the date of the General Meeting.
The supporting documentation, including the recommendations of the
nomination committee, is available on the Company’s website no later
than three weeks prior to the General Meeting and is not distributed to
the shareholders according to the Articles of Association unless
specifically requested.
Efforts are being made to ensure that the proposed resolutions and
supporting information are sufficiently detailed and comprehensive to
allow the shareholders to form a view on all matters to be considered at
the meeting. The invitation includes information about shareholders’
rights at the meeting.
The Company regularly states in the notice of the meeting that
shareholders wishing to participate at the General Meeting shall notify
the Company within a specific time limit. The time limit cannot expire
earlier than five days prior to the General Meeting. So far, the time-limit
has always been set at two working days prior to the meeting.
Shareholders who have not given notice within the time limit may be
denied participation at the meeting. Registration of attendance may be
done by mail, telefax or electronically via the Company’s website.
Separate voting on each candidate for election to the Board and
nomination committee is offered at the General Meeting.
The Chairman of the Board, the Board members and the members of the
Nomination Committee are normally present at the General Meeting.
The auditor is also present. All Board members are encouraged to
participate at the meeting.
Shareholders that cannot attend the meeting may vote by proxy. The
shareholders may elect a proxy of their choice, and the Company also
nominates a person that the shareholders may elect to vote on their
behalf. Information about the procedures the shareholders must observe
in order to participate and vote is given together with the notice of the
meeting. The shareholders also receive a form for appointment of a
proxy. The proxy form is prepared in a way that allows separate voting
instructions to be given for each matter to be considered. It is however
not possible to vote separately on each candidate nominated to the
Board by way of instructing the proxy prior to the General Meeting. This
is due to the fact that the composition of the Board must be in
accordance with applicable legislation regarding gender representation
and qualifications for the audit committee. The nomination committee’s
proposal is given with due respect to such legislation. Should a situation
arise where the composition of the Board may be in conflict with
applicable legislation, the situation and consequences of electing a
board contrary to applicable legislation should be discussed at the
General Meeting and the shareholders should base their voting on the
views discussed at the meeting.