Corporate governance
The parent company of the group, Scana ASA, is a Norwegian company listed on the Euronext Oslo Stock Exchange. The company is subject to Norwegian legislation, applicable stock exchange regulations, and the EU Market Abuse Regulation (MAR).
Scana also seeks to comply with the principles set out in the Norwegian Code of Practice for Corporate Governance (www.nues.no) to ensure sound corporate governance, equal treatment of shareholders, transparency, and long-term value creation.
Governing bodies
Annual General Meeting
The general meeting is the highest governing body of Scana ASA, and an important forum for interaction and dialogue between the company’s shareholders, the board and management. The company encourages its shareholders to exercise their rights by participating in general meetings.
Scana has established routines and procedures in connection with general meetings in accordance with applicable legislation, the company’s Articles of Association and the Norwegian Code of Practice for Corporate Governance, as issued by the Norwegian Corporate Governance Board (NUES).
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 is prepared and made available on the company’s website no later than 21 days prior to the general meeting.
In accordance with the company’s Articles of Association, the registration deadline for attendance shall not expire earlier than two (2) business days prior to the general meeting. The right to participate and vote at the general meeting may only be exercised where the acquisition of shares has been recorded in the shareholder register on the fifth (5th) business day prior to the general meeting (the record date). Shareholders who are unable to attend may vote by proxy. A proxy form and information regarding the proxy voting procedure, including the person appointed to vote on behalf of shareholders, are included in the notice convening the general meeting. The company offers shareholders the opportunity to cast their votes electronically in advance of the general meeting.
At Scana’s general meeting, the chairman of the board, the chair of the nomination committee, and the auditor are in attendance. The management is at least represented by the CEO. The general meeting is chaired by the chairman of the board or his or her designee.
Notices and minutes from general meetings held during the last three years are available on the company’s website in the section “Investors”.
Nomination committee
The Articles of Association of Scana provide that the company shall have a nomination committee consisting of two (2) to three (3) members, elected by the general meeting. The nomination committee shall prepare the general meeting’s election of board members and recommend the remuneration to be given to the members of the board of directors, the audit committee and the nomination committee. The general meeting may adopt instructions for the work of the nomination committee.
Shareholders are encouraged to submit proposals to the nomination committee regarding candidates for board positions. Shareholders may contact the chairman of the nomination committee or the chairman of the board directly, or reach out to the company’s Investor Relations function (ir@scana.no), which can facilitate such dialogue.
Information regarding the current composition of the nomination committee is available in the minutes from the most recent annual general meeting, published here. 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 board of directors has overall responsibility for the management and control of Scana ASA. This includes adopting the company’s strategy, budgets and business plans, and ensuring that the company’s operations, financial accounts and liquidity are subject to adequate control. The board also oversees material sustainability-related impacts, risks and opportunities, and ensures that appropriate systems for risk management and internal control are in place. The board evaluates the company’s targets, strategies and risk profile on an annual basis, at a minimum. The board holds meetings whenever needed, normally six to eight times per year.
The CEO prepares matters for the board and is responsible for the day-to-day management of the company in accordance with the board’s instructions and applicable law. All matters are prepared and submitted so that the directors have an adequate basis for their deliberations. The board may establish additional guidelines for the company’s operations as it deems necessary.
Audit Committee
Scana ASA has an audit committee comprising two members of the board of directors. Information on the current composition of the audit committee, including the members’ backgrounds and qualifications, is available in the Board & Management section on the company’s website. The audit committee is independent of the management of the company and holds the competence required under applicable legislation. The audit committee participates in the quality assurance of guidelines, policies and other governing instruments of the company, and performs a qualitative review of both the quarterly and annual reports, including oversight of financial reporting, internal control and risk management.
Remuneration of the Board of Directors
The remuneration of the board of directors and the audit committee is decided annually 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.
A more detailed account of Scana’s corporate governance practices, including the work of the board and its committees, is set out in the Corporate Governance Report included in the company’s annual report, available here.
Guidelines for salary and remuneration
These guidelines have been prepared by the board of directors of Scana ASA (the “Board”) in accordance with the Norwegian Public Limited Liability Companies Act Section 6-16a and provides the framework for remuneration of the Board and executives in Scana ASA. It is the view of the Board that the guidelines support the company’s business strategy, long-term interests and financial sustainability. The guidelines were adopted by the General Meeting in 2025 and are valid until the General Meeting in 2029.
The report on remuneration for leading personnel can be found in the annual report.
Guidelines for salary and remuneration:
Articles of Association
§ 1 The Company’s name is Scana. The Company is a Norwegian public limited Company.
§ 2 The Company’s purpose is to own and operate businesses related to the delivery of equipment and services to the maritime industry and the energy sector, as well as any other activities associated with these areas. The Company’s purpose also includes 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 shall be held in the municipality where the company has its registered office, and shall be chaired by the chairperson of the board or the person he appoints. The general meeting shall be convened in a manner and within such time limits as at least satisfy applicable law and/or regulatory requirements. The company may in the notice specify a deadline for registration which shall not expire earlier than two (2) business days before the general meeting. The board may, before the notice of the general meeting has been sent, set a later deadline for the registration.
The right to participate and vote at the general meeting may only be exercised when the acquisition has been registered in the shareholder register on the fifth (5th) business day before the general meeting (the 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 shall have a nomination committee consisting of 2 – 3 members to be elected by the general meeting. The nomination committee shall prepare the general meeting’s election of board members, propose candidates for board positions and recommend the level of compensation to the board members to the general meeting. The general meeting may adopt instructions for the work of the nomination committee.
§ 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 approves the auditor’s remuneration. The auditing firm EY currently serves as the elected auditor for Scana. The external auditor provides an independent auditor’s report on the company’s annual financial statements, confirming whether the financial statements have been prepared in accordance with applicable laws and accounting standards and whether they give a true and fair view of the company’s financial position and results.
Insider regulations
Scana has established policies and guidelines governing investor relations, the handling of inside information and employees’ trading in financial instruments. The documents are available below. For further information, please contact ir@scana.no or use the Q&A function in the Investorweb section.
