Group aim and ownership
The Practice for Corporate Governance in Scana shall ensure that the Company’s business management is in keep with universal and recognized principles and codes, together with Law and Secondary Law. Scana aim to follow the principles set out in the Norwegian Code of Practice for Corporate Governance to the extent applicable.
The principles for Corporate Governance is specified in different governing documents for Scana’s business. The principles aim to ensure a good interaction between the Company’s different interest groups, such as customers, employees, governing bodies, management and the community as a whole.
The main aim of the group is to increase the share-holders’ values.
The following primary strategies have been determined on this basis:
1. Continued organic growth in all business areas
2. Maintain a good operating margin and effective financial management
3. Strengthen the group’s strategic position through acquisitions
- in order to strengthen the market position
- in order to increase capacity
- in order to supplement the product range or valuechain
4. Develop the repair and service concept within the Marine and Oil & Gas areas
Scana’s shareholder policy is to give its shareholders a competitive return in the form of dividends and increase in market value. Scana will pursue a conservative share issue policy, in which the interests of existing shareholders are given precedence.
Satisfactory long-term growth and financial performance should provide shareholders with a good value develop-ment overall. The company’s dividend policy must take into consideration the need to maintain adequate levels of capital and allow for added value through new investment. Based on this, the board believes it is appropriate that the long-term dividend constitutes 1/3 of the profit for the year. The remainder shall ensure growth and a satisfactory shareholders’ equity.
Scana Industrier ASA has one class of share, with each share carrying one vote. Each share has a nominal value of NOK 1.25. The company has the authority to buy its own shares in connection with the company’s share option program and/or connected to potential acquisitions for up to 10 per cent of the company’s registered share capital as at the AGM in 2010. This authority expires on May 4th 2011, and the authority in connection with potential acquisitions will be proposed for renewal by the annual general meeting in 2011. Guidelines have been drawn up to ensure that board members and senior employees obtain prior approval and report any trading of the Scana share. There are no turnover restrictions on the share.
The group’s supreme management body is the annual general meeting in Scana Industrier ASA. The annual general meeting elects board members in Scana Industrier, and the group’s external auditor. It also approves fees for the board members and the auditor. The annual general meeting also deals with issues pursuant to the Limited Liability Companies Act (Norway), including the annual accounts for the group and the parent company. All shareholders in the company are entitled to attend and vote at the annual general meeting. The notice of meeting and agenda for the annual general meeting are distributed no later than 21 days prior to the date of the said meeting. The annual general meeting appointed an election committee in 2006 consisting of three external members. The Articles of Association were changed in 2008 to reflect this. Scana currently does not have a supervisory board.
In accordance with the company’s Articles of Association, the company’s board of directors shall consist of 3-5 members who are elected by the annual general meeting for a two-year term. The age limit for board members is 68; board members must step down at the first annual general meeting following their 68th birthday. The board’s duties and responsibilities are determined by Norwegian legislation, and include the overall management and control of the group. The board in Scana Industrier is conscious of its responsibility to protect the interests of all shareholders, and has in its work prioritised balancing traditional control and supervisory duties with discussions on strategy and other relevant topics. The composition of the board takes account of the requirement for independence from the company’s management. The board has drawn up guidelines for the board and its work. Accordingly, the board is responsible for the management of the company’s activities and for ensuring that legislation and regulations are complied with. The board’s main duties include strategy, organisation, control and special tasks. The annual general meeting in 2010 decided that it should be included in company’s articles of association that the entire board shall act as the audit committee of the company. The board normally convenes five times a year. No profit-related remuneration or option programmes have been introduced for any members of the board. Frameworks for option schemes and schemes for allocating shares to employees shall be dealt with and approved by the annual general meeting. A share option programme for senior employees was approved by the general meeting on April 28’th 2010.
Scana’s objective is for the stock market to have accurate information on the group’s operations and position at all times so as to promote the most accurate pricing possible. Communication with the financial market is to be achieved by publishing all new, crucial information via stock exchange announcements and in the group’s annual reports and interim reports.
The annual general meeting appoints an independent external auditor and sets his fee. Scana’s policy is to use the same auditors in all group companies where it is practical to do so, and where Scana can decide this. The external auditor shall confirm to the annual general meeting that the group and parent company’s annual accounts have been submitted in accordance with current legislation and regulations. The auditor also attends board meetings that deal with the annual accounts. Meetings may be arranged between the board and auditor without the presence of the general manager, or other representatives of the group management. In line with requirements for the independence of the auditor, Scana will only use the appointed external auditor for work other than the statutory financial audit to a limited extent. Scana does not have its own internal auditing department, but uses resources from an external audit firm if the need for such audits arises.
With regards to shares held by board members and senior employees, reference is made to note 24 of the group accounts.
