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 company’s senior governing body is the annual general meeting in Scana. Normally, this meeting takes place once a year in April or May. The annual general meeting elects board members to Scana, as well as the group’s external auditor, and approves fees for these positions. The annual general meeting also deals with issues arising from The Limited Liability Companies Act, including the consolidated accounts and holding accounts. Anyone who owns shares in the company is entitled to attend and vote at the annual general meeting. Summoning and agenda will be distributed no later than 21 days before the general meeting. Relevant documents will be available at the company’s website. - Election and compensation committee
The company’s annual general meeting has appointed a nomination and compensation committee consisting of three external members. The committee currently consists of Carl Christian Krefting (Chairman) and Dag Magne Vedvik. The duties of the Election and compensation committee are to make recommendations to the annual general meeting regarding the nomination of board members, the board chairman and vice chairman, as well as candidates for members of the election committee. The Election and compensation committee proposes compensation for board members and for separate compensation to the annual general meeting. - Board and management
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Management model
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.
There is no separate audit committee in the company. Rather, the Board of Directors perform these tasks and duties.
The remuneration of the Board of Directors is not profit-related and members of the Board of Directors are not included in option programs of the Company, except for the Chairman of the Board as described in the Management compensation statement.
Management compensation statement
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. This will be discussed at the annual general meeting. The content of the statement is included in note 10 in the accounts.
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 440,582,901 divided on 440,582,901 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.