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REC Annual Report 2011
31
Presentations that are open to the public are conducted in connection
with every quarterly report and are also made available through a
webcast. Analyst Q&A conference calls are usually held in the afternoon
on the same day as the quarterly report is released. The quarterly
presentations are normally given by the CEO and CFO. The Investor
Relations Officer participates at the quarterly presentations and from
time to time members of the GroupManagement in addition to the CEO
and CFO. Furthermore, the Company keeps an ongoing dialogue with its
investors and makes presentations to analysts and investors through
various conferences and investor events.
The Investor Relations (IR) function is in charge of coordinating the
Company’s communications to the market and to existing and potential
investors of the Company. The Investor Relations Officer reports to the
CFO.
The annual report is sent to the shareholders on request. The annual and
quarterly reports, all announcements to the Stock Exchange, the latest
presentations and the financial calendar are published in the Investor
section on the Company’s website.
The Board has adopted an IR policy specifying i.a. who is entitled to
speak on behalf of the Company on various subjects and with guidelines
for the Company’s contact with shareholders other than through
General Meetings.
14. TAKE-OVERS
The Company has no defense mechanism that can prevent take-over
bids. The Board is open to initiatives that are commercially and
financially attractive for the shareholders of the Company. The Board will
assess a potential offer for the Company’s shares in accordance with
applicable legislation and adequate requirements in the Code of Conduct
in due course. No other guidelines have been established by the Board of
Directors in the event of a take-over bid.
Any transaction that effectively will constitute a disposal of a majority of
the Company’s activities will be decided by the General Meeting.
15. AUDITOR
The Company’s external auditor is independent from the Company and is
elected by the AGM.
The auditor participates at the Board meetings where the Board deals
with the annual accounts and provides comments related to the
accounting principles and the Financial Statements. At the meeting the
auditor comments on any material changes in the Company’s accounting
principles, comments on material estimated accounting figures and
reports if there are disagreement between the auditor and the Group
Management of the Company.
The auditor annually presents a review to the Board of the most
significant identified weaknesses and proposals for improvements of
the internal control procedures. The auditor provides the Board with an
annual confirmation that the auditor satisfies the requirements for
independence together with a summary of all services in addition to
audit work that have been undertaken for the company.
The auditor meets with the Audit Committee and the Board once a year
without the Chief Executive or any other member of the Group
Management present.
The auditor also participates in the meetings of the Audit Committee
and submits the main features of the audit plan for the REC Group to the
Audit Committee.
The remuneration of the auditor is approved by the AGM. The auditor
provides a break-down between audit and non-audit services, and the
AGM is given information about non-audit services provided by the
auditor.
The auditor participates at the AGM and presents the independent
auditor’s report.
The Board has issued guidelines regarding GroupManagement use of
the auditor for services other than audit.
The report is also available on www.recgroup.com.
The Board of Directors’ report on corporate governance