REC Silicon Annual Report 2019

REC Silicon Annual Report 2019 24 Company’s prospects. The presentations are open to the public and made available through a webcast. The Chief Executive Officer, the Chief Financial Officer and the IR Officer are normally present at the quarterly presentations. Furthermore, the Company keeps an ongoing dialogue with its investors and makes presentations to analysts and investors through various conferences and events. The Company observes a “Silent Period” extending from the last day of the quarter until operating results are released publicly. During this period, GroupManagement is not available for discussions with investors or analysts. The IR Officer is available on a limited basis to provide material previously released and to facilitate the collection and distribution of consensus forecasts. The Investor Relations 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 is an independent contractor that reports to the Chief Financial Officer. 14. TAKE-OVERS The Company has no defence mechanism to prevent take-over bids. The Board is open to initiatives that are commercially and financially attractive for the shareholders. The Board will assess potential offers in accordance with applicable legislation and Code of Practice requirements in due course. Any transaction that effectively constitutes a disposal of a majority of the Company’s activities will be decided by the General Meeting. Deviation from the Code of Practice: The Board has not established separate guidelines in the event of a take-over bid as recommended by the Code of Practice. Take-over bids are usually specific, one-off, events which makes preparation of guidelines challenging. In the event of a take-over process, the Board will ensure that the Company’s shareholders are treated equally, and that the Company’s activities are not unnecessarily interrupted. The Board will further seek to comply with the relevant recommendations from the Code of Practice. 15. AUDITOR The Company’s external auditor, KPMG, is elected by the General Meeting and is regarded as independent from the Company. The Board of Directors requires the auditor to participate at Board meetings with respect to the Annual Financial Statements and provide comments related to the accounting principles and the Financial Statements. The auditor comments on any material changes in the Company’s accounting principles, material estimates used to calculate accounting figures, and reports disagreements between the auditor and GroupManagement. The auditor presents significant identified weaknesses and proposals for improvements of the internal control procedures annually to the Board with an annual confirmation that the auditor has satisfied the requirements for independence together with a summary of all services provided to the Group. The auditor meets with the Audit Committee and the Board once a year without the Chief Executive or any other member of the GroupManagement present. The auditor is also required to participate in meetings of the Audit Committee and present the main features of the audit plan to the Committee. Remuneration of the auditor is approved by the General Meeting. The auditor provides a break-down between audit and non-audit services, and information is provided to the General Meeting about non-audit services provided by the auditor. The Board has issued guidelines regarding GroupManagement’s use of the auditor for services other than audit. These guidelines include a list of services that are pre- approved for fees up to NOK 500,000 and requires audit committee approval for all other non-audit services or if fees are more than NOK 500,000. The auditor participates at the AGM and presents the independent auditor’s report. Board of Directors’ report on corporate governance