REC Silicon Annual Report 2019

REC Silicon Annual Report 2019 23 Board of Directors’ report on corporate governance GroupManagement regularly updates the Board of Directors including operational reviews, HSE (Health, Safety and Environment) measures, financial highlights and key performance indicators. Prior to each Board meeting, the CEO prepares a report to the Board of Directors, which includes this information in addition to any items requested by Board members and items requiring action by the Board of Directors. Because the Group operates internationally, it is required to comply with numerous national and international laws and regulations. All business activities and processes must be conducted in accordance with laws, and regulations. To strengthen internal control, the Group has established an Anticorruption Policy and procedures, provided training to employees and managers, and performed a fraud risk assessment. Whistleblower complaints and other internal control activities are presented to the Audit Committee according to the Audit committee charter. To ensure consistent financial reporting throughout the Group, financial information is reported through a computerized financial reporting system utilizing a common chart of accounts and procedures designed to ensure the consistency of information reported. Subsidiaries accumulate transactional information, period end balances, and performance statistics through ERP systems designed to meet the business requirements of each operation. Quarterly and year-end reporting processes are expanded to meet various supplementary requirements. The quarterly and yearly reporting process and significant accounting and reporting issues are discussed with the Audit Committee in the presence of the external auditor. The Group’s financial risk management is described in the consolidated financial statements (note 3). Reference is also made to the Board of Directors’ report that includes an analysis of the financial statements and the risk factors. 11. REMUNERATION OF THE BOARD OF DIRECTORS The members of the Board receive remuneration in accordance with their individual roles. Boardmembers who participate in the Audit Committee or the Compensation Committee receive additional compensation. Board remuneration is not linked to Company performance andmembers are not granted share options. Details on the remuneration of the Board of Directors are disclosed in the consolidated financial statements (note 16). Members of the Board of Directors and/or companies with which they are associated should not take on specific assignments for the Company in addition to their appointment as a member of the Board of Directors, but if they do, this shall be disclosed to the full Board. The remuneration for such additional duties will be approved by the Board of Directors. There were no such assignments in 2019. 12. REMUNERATION OF THE GROUP MANAGEMENT The Board determines remuneration of the Chief Executive Officer. GroupManagement remuneration has been established according to guidelines from the Board. The Board presented its policy on the remuneration of Management at the General Meeting in May 2019. The general meeting approved the policy. The Board of Directors’ statement regarding compensation of leading employees has been included in the consolidated financial statements (note 16) which are available on the Company’s website. The remuneration of the GroupManagement consists of a basic salary, relevant fringe benefits andmembership in the Company’s pension and insurance schemes. The remuneration also includes performance bonuses for selected individuals based on an annual performance-related compensation system. In addition, the Board has adopted an incentive program for retaining key personnel. The performance bonuses are linked to the Group’s financial performance and defined KPI’s over time and includes incentives related to performance employees can influence. There are absolute limits for the performance-related remuneration, wheremaximumperformance bonus pay-out for themanagement varies between 33-100 percent of the yearly fixed base salary. The Board extends long-term incentive programs for keeping key personnel, whereby employees’ entitlements are linked to the share price development of the Company’s shares. The program, which is a 6-year program started in 2014, includes a lock-up period of the shares and absolute limit for the maximum gain in each calendar year. Details on the features and awards made under this plan are disclosed in the consolidated financial statements (note 32). At the General Meeting in 2019, the general assembly voted separately on the compensation to leading employees and the statement regarding long-term incentive plans. Details on the remuneration of the Chief Executive Officer and other members of GroupManagement are disclosed in the consolidated financial statements (note 16). 13. INFORMATION AND COMMUNICATION The Company treats its investors equally. Timely information is published simultaneously to all investors in accordance with applicable legislation and regulation in order to provide the best possible basis for evaluation of Company performance. All information is provided in English. The Board has adopted an Investor Relations (IR) policy specifying, among other things, 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. Interim reports are published on a quarterly basis, in line with Oslo Stock Exchange’s recommendations. Interim reports include presentations to provide an overview of operational and financial developments, market outlook, and the