Corporate Governance
Green Reefers ASA is a Norwegian company, located in Bergen, organised in accordance with the Norwegian Public Limited Companies' Act and listed on the Oslo Stock Exchange. The corporate governance statement is prepared in accordance with the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Government Board.
Business - activities, vision and key values
Green Reefers is a logistic service provider in the international reefer market. The company’s vision is to be «the leading operator of medium-sized reefer vessels and the foremost logistics provider for fish from the Northern Areas».
Green Reefers shall be managed in accordance with guidelines and principles that ensure transparency, integrity and responsibility.
All activities performed are within the frame as defined in the Object Clause of the company’s Articles of Association: «The purpose of the company is to engage in ship-owning and other transportation activities through equity participation and/or management, trading and industrial activities, purchase and sale of real property and securities, as well as indirect participation in such activities through other companies, and, more generally, business activities at large».
The Articles of Association are furthermore drawn up in accordance with statutory minimum requirements so as to create an open company. The Articles are available on the company’s web site.
Equity and dividends
Green Reefers shall have an equity consistent with its objectives, strategy and defined risk profile at any time. A minimum equity ratio (book equity in percent of total assets) of no less than 30 percent is required to meet the company’s current financial covenants towards the banks.
The dividend policy is based on the principle that the shareholders’ long-term return shall reflect the result generated by the company. The return on capital is a combination of the share price and the dividend paid to the shareholders. The annual dividend represent normally 25-30% of the Group’s after tax profit.
Equal treatment of shareholders and transactions with close associates
As a listed company, Green Reefers adheres to the Oslo Stock Exchange requirements with respect to the duty of disclosure and equal treatment of shareholders. All shares enjoy equal rights, as the company has only one class of shares. No limitations exist on transaction of shares.
Any decision to waive pre-emption rights of existing shareholders will be made by the general meeting. Such suggestion have to be proposed by the Board and properly explained and justified in the notice to the shareholders.
The Board has a current mandate to buy a total of 25 million of the company’s own shares, i.e. 7,8 % of the share capital. This mandate is valid until the annual general meeting on April 8, 2010. The company will not trade actively in own shares, and all share purchases will be transacted through ordinary channels, and information timely disclosed to the Stock Exchange.
Dealings with shareholders are only conducted in the ordinary course of business of the company. All agreements pertaining to such transactions are subject to market terms. If available, valuations will be obtained from independent third parties. Any major transaction between the company and related parties will be presented to the general meeting for approval. Members of the Board and executive management are obliged to disclose any relationship with third parties that the company deals with.
General Meeting
The Annual General Meeting is held pursuant to the Companies Act, normally during the month of May, but will this year be held 8th April 2010.
Notice to the shareholders is sent by mail at least three weeks prior to the date of the meeting. The notice is also sent to the Stock Exchange and made available on the company’s web site. Supporting information shall beprepared to be sufficiently detailed and comprehensive to allow shareholders to form a view on matters on the agenda. Registration by shareholders to attend the meeting is normally one day in advance. Attendance can be in person or by proxy. The Chairman of the Board of Directors, Auditor and the CEO attend the General Meeting. Minutes of such meetings will be recorded with the Stock Exchange and be listed on the company’s web site. The chairman of any such meeting is elected by the shareholders present. The Annual report will from 2010 be made available on the company's web site, and will be sent by mail upon request.
Nomination Committee
Green Reefers has a nomination committee elected by the General meeting and laid down in the company's Articles of Association.
Board of Directors – composition and independence
Pursuant to Green Reefers’ Articles of Association, the company shall have a Board of Directors consisting of from three to six members. The company is not required to have a corporate assembly. Consequently, Board members are elected by the General Meeting, each for a period of two years. The Board of Directors elects its own chairman and deputy chairman.
As from 22 December 2009 the Board of Directors consists of: Kristian Eidesvik (Chairman of the Board), Aage Thoen, Birte Cecilie Jørgensen, Anne-Sofie Utne, Eivind Eidesvik and Karl-Magnus Tobiassen.
The composition of the Board fulfils the requirements of independence in relation to the main shareholders, the management and main business associates.
Work of the Board of Directors
The Board determines the company’s strategy and controls and monitors the company’s development through Board meetings and monthly activity and result reports. Seven ordinary meetings of the Board are normally held each year and additional meetings when required.
In addition to its general oversight of management the duties of the Board include:
- Reviewing, approving and monitoring fundamental business and financial strategies and performance
- Approval of major corporate agreements/transactions
- Reviewing internal and external control routines and the risk management procedures of the Group
A clear division of work has been defined between the Board and day-to-day management, as headed by the CEO.
Presently there are no Board committees , but an Auditor's Committee is planned to be established before the next General meeting.
Risk management and internal control
The executive management has guidelines from the Board as to financial and activity reporting. Theses guidelines are continuously evaluated by the Board to ensure relevance and focus by the organisation. Any amendments are reported to management, for immediate implementation.
The areas identified as critical are closely monitored by the Board.
Remuneration of the Board of Directors
Remuneration to the Board is proposed by the Election Committee and determined by the annual general meeting, and the amount is meant to reflect the Board’s responsibility, competence, time spent and the company’s complexity. Fees to Board members are not related to the company’s results. Board members have no share options. Except from Eivind Eidesvik, who is Chairman of the Board in Green Terminals AS, the members have no other tasks in the company. Karl-Magnus Tobiassen is the employee representative and is as such employed in the company.
The Board remuneration adopted by the last annual general meeting and the allocation thereof is set out in Note 2 to the accounts.
Remuneration of the executive management
The company has no fixed bonus schemes or share options programme for employees.
The remuneration for the CEO is elaborated upon and fixed by the Board. The Board further, on a general basis, approves the remuneration and terms of employment for such key employees that reports directly to the CEO.
The Board has evaluated the need for a compensation committee, but believes that there is no need for a special compensation committee at this time. The Chairman has performed this role and consults with other Board members before making proposals to the entire Board with regard to compensation issues for the CEO.
The remuneration, pension schemes and severance pay for the CEO and the CFO is presented in the notes to the annual accounts.
Information and communication
The Internet is the company’s most complete and updated communication channel to the market. All interim reports are published on the Internet immediately following release to the stock exchange. The company’s web page also contains historic information, notices and reports in addition to descriptions and drawings of the company’s vessels and terminals.
Open investor presentations are arranged from time to time. Highlights of these presentations are available on the company’s web site; www.greenreefers.no. Dialogue is also maintained with analysts and investors.
Take-overs
The company’s Articles of Association contain no defense mechanisms against the acquisition of shares, nor have any other measures been instituted to restrict the opportunity of acquiring shares in the company.
However, the company’s loan agreements covenant a minimum shareholding by the main current shareholder as well as that of a listing of the company on the Oslo Stock Exchange.
Auditor
Deloitte is Green Reefers’ independent Auditor. The company does not employ the services of the Auditor extensively for other purposes. The Auditor attends such meeting of the Board that deals with the Annual Accounts.
At least once a year the Auditor has a meeting with the Board without executive management being present, commenting then upon the company’s internal control procedures, including identified weaknesses and proposals for improvement.
Auditor’s fees are shown in the Notes to the Annual Accounts, divided between auditing fees and fees for other services.