Corporate governance
Statement on corporate governance
The Company has established corporate governance guidelines based on the Norwegian Corporate Governance Code dated 23 October 2012 and rectified on 21 December 2012 (the “Corporate Governance Code”).
Viktor E. Jakobsen, who is a Board member of EAM Solar Park Management AS, is a member of the Board of Directors. However, this is not in accordance with the recommendation of the Corporate Governance Code that the Board of Directors should not include executive personnel. The reason for this deviation is that the Company believes that Jakobsen’s position on the Board is important as a means of ensuring efficient communication with EAM Solar Park Management AS. Furthermore, Jakobsen is one of the co-founders of the Company and has extensive experience from the solar PV industry therefore it is considered important that he is a member of the Board.
The Company complies with the Corporate Governance Code in all other matters and areas.
The Company will report on Corporate Governance in accordance with Section 7 of the Oslo Børs Continuing Obligations and the Corporate Governance Code.
Committees
Nomination committee
The Company shall have a nomination committee consisting of three members.
The nomination committee consist of Leiv Askvig (Leader), Truls Tollefsen and Nils Foldal.
The members of the nomination committee shall be shareholders or representatives of shareholders.
The members of the nomination committee, including its chairman, are elected by the general meeting. The members of the nomination committee’s period of service shall be two years unless the general meeting decides otherwise. The period of service commences from the time of being elected unless otherwise decided. It terminates at the end of the annual general meeting of the year in which the period of service expires. Even if the period of service has expired, the member must remain in his or her position until a new member has been elected.
The remuneration to the members of the nomination committee shall be determined by the general meeting.
The nomination committee shall have the following responsibilities:
- To give the general meeting its recommendations regarding the election of board members to be elected by the shareholders,provided however that EAM Solar Park Management AS shall have the right to give its recommendation for two of the board members;
- To give the general meeting its recommendations regarding the remuneration to the board members;
- To give the general meeting its recommendations regarding the election of members of the nomination committee; and
- To give the general meeting its recommendations regarding the remuneration to the members of the nomination committee.
The general meeting may issue further guidelines for the nomination committee’s work.
Audit Committee
The current members of the audit committee are constituted by the entire Board.
Articles of association
(last amended 20 January 2014)
Article 1
The company's name is EAM Solar ASA. The company is a public limited company.
Article 2
The company's registered office is in the municipality of Oslo
Article 3
The company's business activities include identification, analysis, financing, operating, purchase and sale of solar power plants outside Norway, and naturally related activities, such as ownership in similar companies.
Article 4
The company's share capital is NOK 50 700 000 divided into 5 070 000 shares, each with a nominal value of NOK 10.
The company's shares are registered in the securities register.
Article 5
The company’s board’s consists of three to seven members. The chairman of the board of directors is elected by the general meeting. The right of signature lies with two board members jointly or with one director and the chief executive officer jointly
The full board may serve as the company's audit company for as long as the board satisfies the requirements relating to audit committees under applicable laws and stock exchange rules.
Article 6
The ordinary general meeting is held each year within the end of June. For documents concerning issues to be addressed at the general meeting that are made available to the shareholders on the company's website, the statutory requirement that the documents must be sent to the shareholders does not apply. This also applies to documents that pursuant to law must be included in or attached to the notice convening the general meeting.
Access is given to communicate messages, warnings, information, documents, notifications and similar by e-mail to the company’s shareholders.
Article 7
A transfer of shares in the company does not require the board's consent. A transfer of shares in the company does not trigger any pre-emptive right to the other shareholders in the company.
Article 8
The revised annual report and annual accounts must be sent to each shareholder simultaneously with the notice convening the ordinary general meeting.
Article 9
The ordinary general meeting shall address the following issues:
Approval of the annual report and annual accounts, including distribution of dividends.
Election of board, auditor and, if desired by the general meeting, accounts keeper (cf. section 6-6 regarding the board members' period of service).
Amendments to the Articles of Association.
Other issues falling within the scope of the general meeting.
Article 10
The company shall have a nomination committee consisting of three members.
The members of the nomination committee shall be shareholders or representatives of shareholders.
The members of the nomination committee, including its chairman, are elected by the general meeting. The members of the nomination committee’s period of service shall be two years unless the general meeting decides otherwise. The period of service commences from the time of being elected unless otherwise decided. It terminates at the end of the annual general meeting of the year in which the period of service expires. Even if the period of service has expired, the member must remain in his or her position until a new member has been elected.
The remuneration to the members of the nomination committee shall be determined by the general meeting.The nomination committee shall have the following responsibilities:
(i) To give the general meeting its recommendations regarding the election of board members to be elected by the shareholders, provided however that EAM Solar Park Management AS shall have the right to give its recommendation for two of the board members
(ii) To give the general meeting its recommendations regarding the remuneration to the board members
(iii) To give the general meeting its recommendations regarding the election of members of the nomination committee; and
(iv) To give the general meeting its recommendations regarding the remuneration to the members of the nomination committee.
The general meeting may issue further guidelines for the nomination committee’s work.
Article 11
To the extent permitted by applicable law the company shall distribute its entire annual surplus as a dividend to its shareholders. Changes to or exemptions from this article requires the support of at least nine tenths of the votes cast and of the share capital represented at the general meeting.