In accordance with the Norwegian recommendation for corporate governance, the Board of Directors of AqualisBraemar ASA has prepared this policy document and will place emphasis on adhering to the standard in the areas addressed by this.
Following the full document presentation of the Corporate Governance Policy, available for downloading in pdf format.
Office Translation – For information purposes only
AqualisBraemar ASA (as per 11 June 2019)
Articles of Association
Article 1. Name
The name of the company is AqualisBraemar ASA. The company is a public limited company.
Article 2. Registered Office
The Company’s registered office is located in Oslo.
Article 3. Purpose
The Company’s purpose is to offer services to the marine and offshore industry and related industries, on its own or through ownership in other companies.
Article 4. Share-capital
The Company’s share capital is NOK 7 041 643.50 divided into 70 416 435 shares at a par value of NOK 0.10. The shares shall be registered with the Norwegian Central Securities Depository.
Article 5. Board of Directors
The Board of the Company shall be composed of 3-8 members.
The Board will be elected for two years at the time and the members of the Board may be re-elected. If as a result of a Board vote there is an equality of votes, the Chairman of the Board shall have the casting vote. The entire Board shall constitute the audit committee.
Article 6. Election Committee
The Company shall have an Election Committee. The committee shall consist of up to three members. The members of the Committee shall be elected by the Company’s General Meeting, who also appoints the Committee’s Chairperson. Remuneration to the Election Committee members shall be determined by the General Meeting. The General Meeting shall also adopt the rules of procedure for the Committee’s work.
Article 7. Audit Committee
The entire Board shall constitute the audit committee as long as the board meets the requirements of the Public Limited Companies Act § 6-42.
Article 8. Signature
The company’s signature is held jointly by two of the members of the Board. The Board may grant power of procuration.
Article 9. Ordinary Shareholders Meeting
The notice for the ordinary shareholders’ meeting is to be dispatched by the Board in accordance with current legislation.
The following items must be considered at the shareholders meeting:
- Adoption of the profit and loss accounts and the balance sheet, including the declaration of dividend.
- Stipulation of remuneration to the Board and approval of remuneration to the state authorized accountant.
- Election of the Chairman of the Board, members of the Board and state authorized accountant
- Other matters specified by statute for consideration by the shareholders meeting.
Article 10. Electronic distribution of annual accounts and other documents for shareholders’ meetings
Documents relating to matters which shall be considered at a general meeting need not be sent to the shareholders if the documents have been made available to the shareholders on the Company’s website. This also includes documents that according to law shall be incorporated into or be attached to the notice of the general meeting. A shareholder may require that documents which shall be considered at a general meeting is sent to the shareholder.
Article 11. Approval of advance voting at a shareholder meeting
The Board may decide that the shareholders may vote in writing, including by way of electronic communication, in a period before the general meeting. Voting in writing requires an adequately secure method to authenticate the sender.
The Election Committee consists of up to three members, who are elected for a term of two years.
The Election Committee makes recommendations to the Annual Shareholders’ Meeting for members of the Board of Directors, as well as a recommendation for the Chairperson of the Board. The Election Committee also submits proposals for the remuneration of members of the Board of Directors. Refer to the Instructions to the Election Committee for further information.
Election Committee members:
- Bjørn Stray (Chairman)
- Lars Løken
The notice of the Annual General Meeting with detailed supporting documentation – including the recommendations of the nomination committee – is posted to the company’s website no later than 21 days before the meeting is to take place.