P/F Bakkafrost Holding and Subsidiaries
(Adopted at Board meeting held on 29th January 2010. Guidelines Concerning Social Responsibility included in the CORPORATE GOVERNANCE PRINCIPLES 15th March 2011)
1. Principles of Corporate Governance
Ice Fish Farm (the "Company”) is dedicated to maintaining high standards of corporate governance. The Company endeavors to be in compliance with the Norwegian corporate governance regime, as detailed in the Norwegian Code of Practice for Corporate Governance, published on 21 October 2009 by the Norwegian Corporate Governance Board (the "Code of Practice”).
The Company’s principles for corporate governance correspond with the Code of Practice. This document summarizes the key corporate governance principles of the Company.
To ensure adherence to the principles outlined in this summary, the Company has elaborated specific guidelines attached as appendixes:
- Appendix I: Instructions of procedure for the Board of Directors
- Appendix II: Instructions for the Nomination Committee
- Appendix III: Instructions for the chief executive officer and other management
- Appendix IV: Guidelines with regards to values and ethics
- Appendix V: Non-auditing work by the Company’s auditor
- Appendix VI: Investor Relations Policy
- Appendix VII: Guidelines relating to takeover bids
- Appendix VIII: Guidelines for related party transactions
- Appendix IX: Instructions for the audit committee
- Appendix X: Guidelines Concerning Social Responsibility
1.2 Governance structure
The General Meeting
Through the General Meeting the shareholders exercise the highest authority in the Company. All shareholders are entitled to submit items to the agenda, meet, speak and vote at General Meetings.
The Annual General Meeting is held each year before the end of April. Extraordinary General Meetings may be called by the Board of Directors at any time. The Company’s auditor or shareholders representing at least 5 percent of the total share capital may demand that an Extraordinary General Meeting be called.
General Meetings are convened by the Board of Directors.
The General Meeting elects the members and Deputy Members of the Board of Directors, determines the remuneration of the members of the Board of Directors, approves the annual accounts, approves the Board of Director’s guidelines on management remuneration, approves the remuneration policy for Senior Management and decides such other matters which by law or the Company’s articles of Association are to be transacted at the General Meeting.