Corporate governance
The group’s parent company, Scana, is a Norwegian company listed on the Oslo Stock Exchange. The company is, therefore, subject to Norwegian legislation that has established minimum standards regarding principles related to ownership management.
One also seeks to follow the Norwegian recommendation for corporate governance prepared by The Norwegian Corporate Governance Board (NUES).
Governing bodies
Annual General Meeting
The general meeting is the highest authority of the company, and an important forum for cooperation between the company’s shareholders, the board and management. The company encourages its shareholders to exercise their rights by participating in general meetings.
Scana ASA has established routines and procedures in connection with general meetings which are in accordance with guidelines given in the Norwegian Code of Practice for corporate governance.
Notice and minutes are available on the company’s website in the section “Investors”.
Notices convening annual general meetings are submitted and announced in accordance with applicable law and stock exchange regulations. Comprehensive documentation relating to the items on the agenda are prepared and made available on the company’s website no later than 21 days prior to the general meeting.
The registration deadline for attendance is according to the Articles of Association. Shareholders who are unable to attend may vote by proxy. A proxy form is included in the notice convening the general meeting. Information about the procedure for proxy form and information about the person appointed who can vote for the shareholders as proxy, accompanies the notice.
At Scana ASA’s general meeting, at least the chairman of the board, the chair of the election committee, and the auditor are in attendance. The management is represented by the CEO and CFO. The general meeting is opened and led by the chairman of the board.
When electing the board or other bodies in the company, shareholders can vote separately on each candidate nominated for election to the company’s corporate bodies. The outcome of the voting at the general meeting is made public immediately after the general meeting.
Nomination committee
The articles of association state that the company shall have a nomination committee. The committee must consist of no less than three members. The nomination committee shall prepare the annual general meeting’s election of board members and propose the remuneration to be given to the board members.
The shareholders have the opportunity to make proposals to the nomination committee about candidates for board positions and other positions, for example by contacting the chairman of the nomination committee, the chairman of the board or the company’s administration.
The current members of the nomination committee are Mr. Jonas Gade Christensen (chairman), Mr. Alexander Amundsen and Mr. Erling Astrup. The positions are up for election at the annual general meeting in 2025. No members of the nomination committee are directors of the board or employed by the company.
Board and management
Click here to learn more about our board and management members
Management model
The board responsibility
The company’s Articles of Association decide that the board shall consist of three to seven members and that these should be elected on two-year terms. Norwegian Law determines the tasks and responsibilities of the board and includes the overall management and control of the company.
The composition of the Board safeguards the desire of independence from company management. Guidelines have been made for the Board and its work. According to these Guidelines, the Board is responsible for management of the group’s activities and to see that laws and regulations are complied with. The Board’s main tasks include strategy, organization and control.
Audit Committee
Scana ASA has an audit committee comprising of two of the members of the board of directors: Mr. Morten Blix (chairperson) and Mrs. Ida lanssen Lundh (member). The audit committee is independent from the management of the company. At Ieast one of the members shall have either formal qualifications within accounting or auditing, or relevant experience and skills within the same. The audit committee participates in the quality assurance of guidelines, policies, and other governing instruments to the company. The audit committee performs a qualitative review of the quarterly and annual reports of the company.
Remuneration of the Board of Directors
The remuneration of the board of directors is decided by the general meeting, following a recommendation from the nomination committee. The remuneration is not performance-related, and no options are issued to board members.
Management compensation statement
The board of directors has adopted guidelines for the remuneration of executive management. These set out the main principles for the company’s executive remuneration policy and are presented to the company’s general meeting. Determining the salary and other remuneration for executive personnel is carried out by the board in a meeting, and presented as information to the general meeting.
The Board has prepared a statement regarding determination of compensation to senior executives for the coming financial year in accordance with the Public Limited Companies Act §6-16 a. The content of the statement is included in note 10 in the Annual Report.
The annual general meeting will hold an advisory vote on the Board’s guidelines for executive compensation, and the annual general meeting shall approve guidelines on the allocation of compensation linked to shares or share price trends in Scana.
Articles of Association
§ 1 The Company’s name is Scana. The Company is a Norwegian public limited Company.
§ 2 The Company’s objects are the ownership and management of industrial and commercial activities and any related business, and the ownership and management of properties. The Company’s objects also include investment in other companies to further the Company’s operations.
§ 3 The Company’s head office is to be in Bergen.
§ 4 The Company’s share capital is NOK 461,892,898 divided on 461,892,898 shares, each with par value of NOK 1.0.
§ 5 The Company’s shares are to be registered with the Norwegian Central Securities Depository (VPS).
§ 6 The Company’s board is to have between three and seven members elected by the general meeting for a term of two years at a time.
§ 7 The chairman of the board or the general manager together with a member of the board may sign on behalf of the Company.
§ 8 The general meeting must be held in the municipality where the company has its registered office or in the municipality of Stavanger, and is chaired by the chairman of the board. The call for a general meeting shall be conducted in a way and with deadlines that at least fulfill the requirements pursuant to applicable law. The company may in the notice to the general meeting include a deadline for registration to attend the general meeting which may not be later than two (2) business days prior to the general meeting. The board may, however, before the notice to the general meeting has been sent, set a later deadline for such notice.
The right to participate and vote at the general meeting can only be exercised when the acquisition has been entered into the shareholder register the fifth business day prior to the day of the general meeting (record date).
§ 9 The following topics are to be considered and resolved at the annual general meeting:
i. Adoption of the profit and loss account and balance sheet, including the distribution of the
profit for the year or covering of the loss for the year and the distribution of dividends.
ii. Adoption of the group profit and loss account and group balance sheet.
iii. Election of the members and chairman of the board on the expiry of their term of office.
iv. Emoluments payable to the board.
v. Election of an auditor where a proposal for such has been made.
vi. Approval of the auditor’s fees.
vii. Any other business required to be transacted at the meeting in accordance with the law
or the articles of association.
§ 9 B The Company is to have an election committee consisting of at least 3 members elected by the general meeting. The election committee is to prepare the election of board members for the general meeting, propose candidates to board duties and recommend the size of emoluments payable to the board. The general meeting may give directives as to how the election committee should work.
§ 9 C Documents relating to matters to be considered at the general meeting are not required to be sent to the shareholders if the documentation is available on the company´s website. This also applies to documents that are required by law to be attached to the notice of the general meeting. A shareholder may require that documents to be considered at the general meeting shall be sent to that shareholder.
§ 10 In all other respects, reference is made to applicable The Public Limited Liability Companies Act.
Auditor
The annual general meeting elects an independent external auditor and sets his fee. The auditing firm EY is elected as auditor for Scana. The external auditor shall confirm to the annual general meeting that the company is prepared in accordance with applicable laws and regulations.
Insider regulations
The insider regulations can be downloaded here.
