The owners' interests are primarily exercised at the company's Annual General Meeting. The Company will ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the company, and that general meetings are an effective forum for the views of shareholders and the Board.
The notice of the Annual General Meeting- including the recommendations from the Nomination Committee will be made available on the web site
www.aktivkapital.com at least 21 days prior to the Annual Meeting.
Suggestions regarding potential candidates shall be to the chairman of the Nomination Committee 7 working days prior to the Annual General Meeting.
All shareholders are sent the Notice of the meeting minimum two weeks prior to the date of the general meeting. The notice will contain detailed information about resolutions and matters to be considered at the meeting. The notice also contains deadline for shareholders to give notice of their intention to attend the meeting, as well as information that they can vote by proxy. The deadline for registration is set as close to the meeting as possible. The Annual General Meeting approves the annual accounts, the Directors' report and any proposed dividend payment. In accordance with Norwegian legislation, the shareholders approve the remuneration to be paid to the external auditor.
Pursuant to Section 6-16a of the Public Limited Liability Companies Act, the Board of Directors has implemented guidelines for determination of salary and other remuneration to the managing director and other senior executives in the Company, which will be presented to the Annual General Meeting.
The Chairman of the Board of Directors, the Chief Executive Officer and the external auditor are all present at the Annual General Meeting. It has not been the practice that all directors are attending the General Meeting.
The general meeting elects a chairman to preside over the meeting and one person to sign the minutes of the meeting together with the elected chairman. The minutes are published on the Oslo Stock Exchange and on the company’s website.
Other items on the agenda may be Authority for the Board to acquire company shares, Authorization for the Board to increase the share capital, changes to the Articles of Association and Selection of the board. In order to facilitate dialogue between shareholders and the officers of the company, the company strives to open the meeting by a presentation of the status of business to the shareholders by the Chief Executive Officer.
Corporate assembly and the Board of directors
According to the Articles of Association of Aktiv Kapital ASA, the company has a Board composed of a minimum of 3 and a maximum of 7 members. The Chairman of the Board is appointed by the Annual General Meeting as is the other board members. The members are elected for a period of two years at a time. In order to ensure continuity, not all members are up for election at the same time.
At the present time, the Board of Aktiv Kapital ASA consists of 6 members including the chairman. More than 50% of the elected members of the Board shall be independent of the company's corporate management and more than 2 members of the Board shall be independent of the company's main shareholders.
Members of the board are presented on pages 30 and 31 in the annual report. All members of the board elected by shareholders are considered to be independent and independent of the group’s executive management. This also applies to material business partners.
The requirement of the code of practice as to the number of board members independent of the main shareholder(s) is complied with. The chairman of the board and one of the board members are representing the company’s majority shareholder. The board finds it positive that long-term shareholders are represented on the board.
The Company does not have a corporate assembly.
The Board is of the opinion that, in total, it has sufficient expertise and capacity to carry out its duties in a satisfactory manner. The Company believes that, on an overall evaluation, the criteria set out in the Norwegian Code for the Board’s independence from shareholders, business connections and the executive management are met.
The Norwegian Code is complied with.