REC Silicon Annual Report 2019

REC Silicon Annual Report 2019 22 investment decisions, customer contracts, procurement contracts, compensation, and finance and is reviewed on an annual basis. The Board holds at least one meeting per year with the auditor and without any members of GroupManagement or administration present. The Board has adopted guidelines to ensure that they will be informed of possible interests of Board members or members of GroupManagement or close associates in any transaction or matter dealt with by the Board, as well as guidelines for handling of such situations. The Board must review and approve all transactions between the Group and Group Management or the Board of Directors. REC Silicon ASA’s offices are owned by Umoe AS and leased to the Company. Umoe AS is controlled by Board Chairman Jens Ulltveit-Moe. The Board engages a third-party consultant to evaluate the performance of the Board of Directors. This evaluation is based upon interviews with members of the Board and members of management interacting with the Board. The evaluation is designed to measure Board performance in its entirety and be reflective of best practices in governance. The results of this evaluation are provided to the Chairman of the Board of Directors and incorporated in the work of the Board of Directors as appropriate. The evaluation is normally conducted every second year, depending on changes in the composition of the Board. The Board did not consider it necessary to conduct a new evaluation in 2019. The Board has established two committees: an Audit Committee and a Compensation Committee. Audit Committee The Audit Committee consists of 2 Board members, both independent of GroupManagement. The Committee collectively has the competence required in the Public Limited Liability Companies Act § 6-42. Both members are independent according to § 6-42 Public Limited Liability Companies Act, and both members have the required qualifications within accounting and auditing. At December 31, 2019, the audit committee members were Ms. RagnhildWiborg (chair) andMr. Espen Klitzing. The Committee supports the Board with respect to the assessment and control of financial risk, financial reporting, auditing, control, and prepares discussions and resolutions for Board meetings. It has no decision-making authority. In addition, under the whistle-blower procedure, complaints from employees and other concerned parties are received and followed up by the Committee. The Chief Financial Officer participates in the meetings of the Audit Committee. The Committee holds at least one meeting per year with the auditor and without the Chief Financial Officer or any other members of the GroupManagement and administration present. The Audit Committee held 6meetings in 2019 and was in regular contact with the Company’s auditor regarding audits of the statutory accounts. The Committee also assesses and monitors the auditor’s independence, including non-audit services provided by the auditor. The Committee makes recommendations to the Board with respect to appointment, retention and termination of the Group’s auditor as well as the auditor’s fees. The Committee reviews complaints regarding accounting, internal controls, and auditing matters. The tasks and rules of procedure of the Audit Committee are further regulated in the Audit Committee Charter. Compensation Committee The Compensation Committee consists of 2members of the Board, which are independent of the group management. The Committee supports the Board by preparing resolutions on the terms and conditions of employment for the Chief Executive Officer and the general principles and strategies for compensation of GroupManagement including bonus and share based compensation as well as other personnel matters. The tasks and procedures of the Compensations Committee are further regulated in the Compensation Committee Charter. At December 31, 2019, the Compensation Committee members were Mr. Jens Ulltveit- Moe andMs. Inger Ørstavik. During 2019, the Compensation Committee met 3 times. 10. RISK MANAGEMENT AND INTERNAL CONTROL The Group’s risk management system shall ensure that the Group has a systematic and uniform approach to risk management. The system defines roles, responsibilities, processes and procedures, standards, tools and documentation, including considerations related to integrating stakeholders in relation to the Company’s value creation. GroupManagement sets the context in which risks are managed and supervises the risk management process. GroupManagement performs separate risk evaluations based on a top-down approach. Risk assessments are presented to the Audit Committee and the Board of Directors. The Board performs a review of risks in connection with the approval of the annual budget. Board of Directors’ report on corporate governance MEMBERS OF BOARD OF DIRECTORS POSITION BOARD MEMBER SINCE UP FOR ELECTION PARTICIPATION ATBOARD MEETINGS IN 2019 Jens Ulltveit-Moe Chairman 2013 2020 15 of 15 RagnhildWiborg Board member 2013 2020 15 of 15 Espen Klitzing Board member 2013 2020 15 of 15 Inger Berg Ørstavik Board member 2013 2020 15 of 15 Terje Osmundsen Board member 2016 N/A 7 of 15 (left the Board as of May 9, 2019)