RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS SERODUS ASA

Transcription

1 RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF SERODUS ASA

2 RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF SERODUS ASA 1. PURPOSE EXEMPTIONS 1.1 The purpose of the present Rules of Procedure for the Board of Directors is to set out rules for the working method of the Board of Directors of Serodus ASA and how it handles board matters. 1.2 The Board of Directors may decide to make exemptions from the present Rules of procedure in so far as this is permitted under prevailing law. 2. FUNCTION AND DUTIES OF THE BOARD OF DIRECTORS 2.1 Under Section 6-12 of the Norwegian Public Limited Liability Companies Act, the Board of Directors is responsible for ensuring correct organisation and management of the Company s operations. Among other things, the Board of Directors is responsible for the following: (i) The Board of Directors shall determine the necessary plans and budgets for the Company s operations based on proposals by the General Manager. (ii) (iii) (iv) (v) (vi) The Board of Directors shall at all times keep itself up to date with the Company s financial position, and is obliged to ensure that the Company s operations, financial statements and asset management are subject to satisfactory control. The Board of Directors shall supervise the day-to-day management of the Company. The Board of Directors shall review the General Manager s report on the Company s operations, position and profit performance. The Board of Directors shall discuss the Company s annual report and accounts within 4 months of the end of the financial year. In addition, the Board of Directors shall discuss the Company s interim report within 2 months of the end of each quarter. The Board of Directors appoints the General Manager, and shall approve the General Manager s contract of employment. (vii) The Board of Directors shall ensure that the Company at all times has an amount of equity that is appropriate in view of the risk associated with and the extent of the Company s operations, cf. section 3-4 of the Norwegian Public Limited Liability Companies Act. If it must be assumed that the equity is lower than is appropriate, the Board of Directors shall address the matter immediately, cf. section 3-5 of the Norwegian Public Limited Liability Companies Act. (viii) The Company is not required to have an audit committee. While the Company does not have an audit committee, the Board of Directors shall carry out the duties that would otherwise be performed by the audit committee pursuant to section 6-43 of the Norwegian Public Limited

3 Liability Companies Act. (ix) In addition, the Board of Directors shall deal with all matters of an unusual nature or of great significance to the Company, and make decisions on behalf of the Company in all matters where authority to do so rests with the Board pursuant to Norwegian company law. 3. HANDLING OF BOARD MATTERS 3.1 Notice of meeting The Board of Directors shall establish an annual plan for its work and a meeting plan on a half-yearly basis. The Chairman of the Board, or in his/her absence the Vice Chair, is responsible for calling board meetings in accordance with the meeting plan or as otherwise considered necessary. Each member of the Board and the General Manager may require that a meeting be called to discuss specific issues. At least seven days written notice of board meetings shall be given if possible. In special cases, a meeting may be called by telephone or at shorter notice. A board member who is not able to attend the meeting shall notify this to the Chairman of the Board or the General Manager as soon as possible. 3.2 Preparatory work The General Manager in consultation with the Chairman of the Board is responsible for appropriate preparation and documentation of matters that the Board is to discuss. The requisite preparatory documents explaining the matters to be discussed, including proposed decisions, shall be appended to the meeting notice. Board documentation shall contain sufficient information for the board members to obtain a reasonable basis on which to make a decision in the matter. If the Chairman of the Board considers it acceptable, or if it is extremely important for the matter in question to be dealt with at the upcoming board meeting, the board documentation may be forwarded or handed out at the meeting itself. Members of the Board of Directors and the General Manager may require the Board to discuss specific issues. Matters of this nature shall be prepared in the usual way. 3.3 Matters to be dealt with in meetings In principle, the Board of Directors shall deal with all matters in meetings. The Chairman of the Board may decide that a board meeting shall take the form of a telephone or video conference. The Chairman of the Board may also decide that a matter shall be dealt with by means of circulating documentation if he/she considers this acceptable. Board members or the General Member may at any time require a specific matter to be dealt with at an ordinary meeting. The annual report and accounts shall always be dealt with at an ordinary meeting.

4 3.4 Chairing of meetings The Chairman of the Board or the Vice Chairman acting in his/her place shall chair the Board s discussions. If neither the Chairman nor Vice Chairman is present, the Board of Directors shall appoint a meeting chairman for the current meeting. 3.5 Decisions of the Board of Directors The Board may only take decisions when more than half of its members are present. A board decision requires a majority among the board members involved in the discussion. In the event of a tie, the vote of the meeting chairman is decisive. However, the support of more than one-third of all board members is required for decisions that entail a change. In the event of elections and appointments, the person who receives the most votes is considered elected or appointed. The Board of Directors may determine in advance that a new vote shall take place if no one receives a majority of the votes cast. If there is a tie in the number of votes to elect the Chairman of the Board or meeting chairman, the election is decided by drawing lots. In other cases where there is a tie regarding elections or appointments, the vote of the meeting chairman is decisive. 3.6 Conflict of interests A board member must not participate in discussion of or decisions on issues that are of particular significance to him/her or a related party such that the member must be considered to have significant personal or financial special interest in the matter. Neither may a board member participate in a matter concerning loans or other credit to him-/herself or concerning provision of security for his/her own debt. 3.7 Board minutes The Chairman of the Board is responsible for ensuring that minutes are taken of the Board s discussions. As a minimum, the minutes must specify the time and place of the board meeting, participants, procedure and the Board s decisions. If a decision is not unanimous, it shall be specified who voted for and against. If any board member or the General Manager does not agree with a decision, he/she may require his/her views to be recorded in the minutes. The draft minutes shall be distributed to all board members with a deadline for submitting comments, which may in certain cases be required to be incorporated in the minutes. All the members who took part in the board discussions shall sign the minutes. Provided that the Board has at least five members and a decision has been made at the meeting, the Board may elect two members to sign the minutes. In this case, a printout shall be sent to all board members with a deadline for comments. Members may require the comments to be entered in the minutes. 3.8 Duty of confidentiality Board members and others who take part in board discussions have a duty of confidentiality regarding the Company s contractual relationships, financial

5 circumstances, technical facilities and production methods, commercial analyses and calculations, and other aspects relating to the Company that are not in the public domain. The duty of confidentiality also applies to information on anyone s personal circumstances of which a board member may become aware by virtue of his/her position. Board members are also subject to a duty of confidentiality concerning the results of a vote, and statements made and views expressed by the other board members in the course of discussing a matter. The Board of Directors may decide to waive the duty of confidentiality in board meetings with regard to specific information. If it is necessary to make statements to third parties, the Chairman of the Board, or the person he/she designates, shall speak on behalf of the Board unless the Board has decided otherwise. If a board member leaves his/her position, the General Manager shall check that he/she returns all confidential material of which he/she may be in possession and which he/she has received by virtue of being a board member, and any duplicates or copies of such material. The duty to return confidential material does not prevent board members from destroying material they have received in a satisfactory manner. 4. THE BOARD OF DIRECTORS RELATIONSHIP TO THE GENERAL MEETING 4.1 The Board of Directors shall convene the Annual General Meeting of the Company no later than four months after the end of the financial year. The Board of Directors may decide to convene an Extraordinary General Meeting. 4.2 The Board of Directors shall convene an Extraordinary General Meeting if the auditor or shareholders representing at least 5% of the share capital demand this. The Board of Directors shall ensure that the General Meeting is held no later than one month after such a demand is presented. 4.3 The Chairman of the Board and the General Manager shall be present at the General Meeting. In the event of authorised absence, a substitute shall be appointed. The other members of the Board may be present. 5. THE GENERAL MANAGER S DUTIES AND OBLIGATIONS WITH RESPECT TO THE BOARD OF DIRECTORS 5.1 The General Manager s duties and obligations with respect to the Board of Directors are set out in the Instructions for the General Manager issued by the Board of Directors. The present Rules of Procedure for the Board of Directors were adopted at the board meeting of 16 March Signature: Name in capitals: Signature: Name in capitals: