REC Silicon Annual Report 2019

REC Silicon Annual Report 2019 21 Board of Directors’ report on corporate governance Shareholders who cannot attend the General Meeting may vote by proxy. They may elect a proxy of their choice, and the Company also nominates a person that shareholders may elect as a proxy. Information about the procedures shareholders must observe to participate and vote is given together with the notice of the meeting. A proxy form is prepared in a way that allows separate voting instructions to be given for each matter considered. The Articles of Association allow the Board to accept written advance votes subject to the existence of a satisfactory method for verifying the identity of the shareholder. The Articles of Association also allow the Board to accept votes cast through electronic communication. So far, no satisfactory solutions for written advance votes and electronic voting have been established, but the Board will continue to evaluate any solutions that become available. The Chairman of the Board, the Board members, the auditor, and the members of the Nomination Committee are normally present at the General Meeting. All Board members are encouraged to participate at the meeting. The General Meeting is opened by the Chairman of the Board who nominates an independent chair for election to lead the meeting. Deviation from the Code of Practice: The Code recommends that separate proxy voting for candidates to the Board be available for shareholders who are unable to attend the General Meeting in person. However, it is not possible to vote separately on each candidate nominated to the Board by way of proxy because the composition of the Board must be in accordance with applicable legislation regarding gender representation and qualifications for committee assignments. The nomination committee’s proposal is given with respect to such legislation. Should a situation arise where the composition of the Board might conflict with applicable legislation, the situation and consequences of electing a board contrary to legislation should be discussed at the General Meeting and shareholders should base their votes on the views discussed. 7. NOMINATION COMMITTEE The Articles of Association provide for a Nomination Committee consisting of 3members. The members are elected by the General Meeting for a term of 2 years and the general assembly appoints the chair of the Committee. The remuneration of the Nomination Committee is decided by the General Meeting. The Nomination Committee makes proposals to the General Meeting for members to be elected to the Nomination Committee. The Nomination Committee presents recommendations to the General Meeting regarding election of shareholder-elected members to the Board and the remuneration for members of the Board. The Committee’s recommendations provide relevant information on the candidates and are based on consultations with the largest shareholder groups of the Company. The Nomination Committee examines the annual report by the Board of Directors on the evaluation 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. The Nomination Committee presents and provides the basis for the proposals by the Committee at the General Meeting and also reports on how its work has been carried out during the past year. The rules of procedure do not establish rules for rotation of the members of the Nomination Committee. The current members of the Nomination Committee are Mr. Rune Selmar (chair) (re-elected in 2018), Ms. Live Haukvik Aker (re-elected in 2019), andMr. Ole Jacob Ræstad (re-elected in 2019). Mr. Ole Jacob Ræstad currently holds the positions as CEO of Umoe Gas Carriers AS and CFO of Knutsen OAS Shipping, both related to the Umoe Group, which is controlled by Board Chairman Jens Ulltveit-Moe. The remaining members of the Nomination Committee are independent of the Board of Directors and GroupManagement. 8. BOARD OF DIRECTORS: COMPOSITION AND INDEPENDENCE The Board consists of between 3 and 12 directors, of which up to 8 are elected by the shareholders. Board members and the Chairman of the Board are elected by the shareholders for terms of one year. At December 31, 2019, the Board consisted of 4 directors. The directors are presented in the Annual Report and on the Company’s website with information about education and experience. Currently 2 of the 4 shareholder-elected members are women. All members of the Board are independent of GroupManagement. All Board members are independent of material business contacts. Board members RagnhildWiborg and Inger Berg Ørstavik were independent of the Company’s main shareholders for all of 2019. On December 2, 2019, Umoe AS announced that it had sold all of its shareholding in REC Silicon ASA. After this date, all Board members were independent of the Company’s main shareholders. Boardmembers are encouraged to acquire shares with due consideration to the requirements of the Securities Trading Act and Company procedure for primary insiders. The Company assists Board members’ compliance with mandatory disclosure obligations. Primary insiders should abstain from short-term transactions in financial instruments and apply due care and diligence with regard to ownership periods. 9. WORK OF THE BOARD OF DIRECTORS The Board has the ultimate responsibility for the management of the Company and the Group and for supervising management. The Board has adopted “Rules of procedures for the Board of Directors”. The rules describe Board 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 Authority regulating matters that are to be decided by the Board and matters that may be decided by GroupManagement. The Chart of Authority distinguishes between