Corporate Governance
Simrad Optronics believes good corporate governance drives value creation and promotes sustainable business conduct, all in the best interest of shareholders, employees and other stakeholders. The Company has implemented the Norwegian Code of Practice for Corporate Governance dated 4 December 2007. The Code is divided into 15 chapters and can be downloaded at the following web site: www.nues.no/english
Below is a compliance summary - the numbers listed corresponds to the different chapters in the Code.
1. Corporate Governance Reporting
All material recommendations are fulfilled. The Companies Ethical Guidelines are published on the left.
2. Business description
The articles of association stipulate that the Company shall engage in industrial activities, trade and other related activities such as participation in other companies of similar category as well as to own and manage real estate, securities and other capital assets.
The Company focuses on delivering products and services to defense and security organizations globally, which is described in more detail in other published information.
Goals and main strategies appear in the annual report.
3. Equity and dividends
The Board continuously monitors the equity of the Company, and ensures that it is adequate for goals strategies and risk profile.
The Board's dividend policy is to propose dividend payment or buy back of own shares to the AGM to the extent that the result, the cash flow, the equity and possible covenants allow this.
4. Equal treatment of shareholders and transactions with related parties
The Board has an authorization to increase share capital, with an exception from pre-emptive rights of shareholders to subscribe for shares. The reason for the exception is the desire to get large long term foreign investors as shareholders, or to use part payment in shares with a possible acquisition. A part from this exception the Company is in compliance with the guidelines related to equal treatment of shareholders and transaction with related parties.
5. Freely traded shares
The company follows the guidelines on freely traded shares. In connection with the acquisition of Vinghøg AS the previous shareholders in Vinghøg AS were compensated by a cash contribution of NOK 160 million, and with a private placement of NOK 160 million. The shares issued via the private placement had certain limitations on free trading to ensure long term commitment in favor of Simrad Optronics by the former Vinghøg owners.
6. General meetings
All material recommendations are fulfilled. The Board has been represented by the Chairman alone.
7. Nomination committee
All material recommendations are fulfilled.
8. Corporate assembly and board of directors
All material recommendations are fulfilled.
9. The board of directors' activities
The Board will:
- - Monitor the company's cash flow and equity
- - Develop a new guideline for its work in 2008
- - Review and approve the quarterly reports
- - Further develop the company's growth strategy
10. Risk management and interal control
All material recommendations are fulfilled.
11. Remuneration of the board of directors
All material recommendations are fulfilled, except for an issue of 200,000 options to the Chairman in 2006. The options have since been transferred to Nordisk Industriutvikling, a company the Chairman manages and owns a large minority stake in.
12. Remuneration of executive managers
All material recommendations are fulfilled. The Company's Remuneration Guidelines for Senior Management are published on the left.
13. Information and communications
All material recommendations are fulfilled. The Company's Guidelines for Reporting of Financial and other information are published on the left.
14. Take-overs
The Board will not seek to impede or render difficult take over bids for the Company or its shares. The Board will strive to secure equal treatment of all shareholders with a possible bid for the Company or its shares, and will in these cases always consult external expertise for an independent valuation.
15. Auditor
The Board authorizes the management to use the Group auditors for other tasks than auditing, as long as this is not jeopardizing the auditors integrity. The CEO shall twice a year report to the Board on the use of the auditors for non-audit tasks, so that the Board can evaluate the use of services from the auditors, and issue more detailed guidelines if this is deemed necessary.