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REC Annual Report 2011
28
The Articles of Association allow the Board to accept written advance
votes subject to the existence of a satisfactorymethod for verifying the
identity of the shareholder. The Articles of Association also allow the
Board to accept that votesmay be cast through electronic communication.
So far, no satisfactory solutions for written advance votes and electronic
voting have been established, but the Boardwill continue to evaluate the
situation based on the solutions available at any time.
The General Meeting is opened by the Chairman of the Board who
proposes an independent chairman to be elected to chair the meeting.
The protocols of the General Meetings are available on the Company’s
website.
7. NOMINATION COMMITTEE
The Articles of Association provide for a Nomination Committee
consisting of three members. The members are elected by the AGM for a
term of two years and the AGM appoints the chairman of the Committee.
The remuneration of the Nomination Committee is decided by the AGM.
The Nomination Committee makes proposals to the AGM for members
to be elected to the Nomination Committee. The composition of the
current Committee is in accordance with the requirement of
independence in the Code of Practice. Rules of procedure for the
Nomination Committee have been adopted by the General Meeting and
are available on the Company’s website.
The Nomination Committee presents recommendations to the AGM
regarding the election of the shareholder-elected members of the Board
and the remuneration for members of the Board. The Committee’s
recommendations provide relevant information of the candidates.
The Nomination Committee examines the annual report by the Board of
Directors on the valuation of its own work and takes its contents into
consideration when making its recommendations on board composition.
The Committee also consults with the CEO, the Chairman of the Board,
the shareholder-elected Board members and the largest shareholders of
the Company before submitting its proposals.
Information on the members of the Nomination Committee and
deadlines for submitting proposals to the Committee are included on the
Company’s website. The Nomination Committee presents and provides
the basis for the proposals by the Committee at the AGM and also
reports on how the Committee has carried out its work during the past
year. The rules of procedure do not establish rules for rotation of the
members of the Nomination Committee.
8. CORPORATE ASSEMBLYAND BOARD OF DIRECTORS:
COMPOSITION AND INDEPENDENCE.
REC has agreed with its employees not to have a corporate assembly in
the parent company or its subsidiaries. As there is no corporate
assembly, the employees have extended representation in the Board.
The Board consists of between seven and twelve directors (currently
twelve). Up to eight are elected by the shareholders and four are elected
by the employees of the REC Group companies in Norway. The
shareholder- elected members are elected for a term of one year . The
employee-elected members are elected for a term of two years.
The directors are presented in the Annual Report with information about
education and experience. Currently three of the eight shareholder-
elected members and one of the employee-elected members are women.
All the shareholder-elected members of the Board are independent of
the Company’s GroupManagement. Amajority of the Board members
are independent of material business contacts.
The following five Board members are independent of the Company’s
main shareholders:
• Odd Christopher Hansen
• Helène Vibbleus Bergquist
• Bernt Reitan
• Mimi Berdal
• Tore Schiøtz
The Board elects its own Chairman according to the Articles of
Association and the Public Limited Liability Companies Act § 6-1 (2).
According to its rules of procedure, the Nomination Committee must
ensure that the composition of the Board is in accordance with
applicable legislation and regulations of the Oslo Stock Exchange at all
times.
The Nomination Committee bases its recommendations on the
candidates’ experience, qualifications and their capacity to serve as
directors of the Company in a satisfactory manner.
The recommendation from the Nomination Committee with information
about the proposed candidates is available on the Company’s website at
least 21 days before the AGM.
Boardmembers have not been specifically encouraged to acquire shares
but Boardmembersmay acquire shares with due consideration to the
requirements of the SecuritiesTrading Act and the Company’s procedure
for primary insiders. The Company assists the Boardmembers to comply
withmandatory disclosure obligations. It is also stated in the Company’s
procedure for primary insiders that primary insiders should abstain from
short-term transactions in REC related financial instruments, and that
they should apply due care and diligencewith regard to ownership periods.
9. THEWORK OF THE BOARD OF DIRECTORS
The Board has the ultimate responsibility for the management of the
Company and the Group and for supervising its day-to-day management.
The Board has adopted an annual plan for its work with respect to fixed
items. Other items are added as required. The Board held 16 board
meetings in 2011 which were well attended by all Board members with
limited absences.
The Board regularly adopts and reviews the Company’s strategy.
The Board has adopted “Rules of procedures for the Board of Directors”
for the work of the Board. The rules describe the Board’s responsibilities,
duties and administrative procedures as well as the tasks and duties of
the Chief Executive Officer. The Board has also adopted a Chart of
The Board of Directors’ report on corporate governance